UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


(x)  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
      Act of 1934.

                  For the Quarterly Period Ended March 31, 1998

( )  Transition report pursuant to section 13 or 15(d) of the Securities 
     Exchange Act of 1934.

               For the transition period from _______ to ________

                          Commission File Number 1-8736


                            HOMESTAKE MINING COMPANY


                             A Delaware Corporation

                   IRS Employer Identification No. 94-2934609


                              650 California Street
                      San Francisco, California 94108-2788
                            Telephone: (415) 981-8150
                            http://www.homestake.com



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                Yes        X                       No   ______
                     -----------


The  number  of  shares of common  stock  outstanding  as of April 23,  1998 was
146,780,900.


                                     Page 1


<PAGE>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

A.  Condensed Consolidated Balance Sheets (unaudited)
    (In thousands, except per share amount)
<TABLE>
<CAPTION>   
                                                                                     March 31,                  December 31,
                                                                                        1998                         1997
                                                                                 ----------------             ----------------
<S>                                                                               <C>                          <C>           
ASSETS
Current assets
    Cash and equivalents                                                          $      130,232               $       94,725
    Short-term investments                                                               120,288                      141,221
    Receivables                                                                           45,127                       40,366
    Inventories:
      Finished products                                                                   15,886                       15,546
      Ore and in process                                                                  23,799                       25,881
      Supplies                                                                            27,120                       27,831
    Deferred income and mining taxes                                                      20,894                       20,894
    Other                                                                                  8,420                        9,506
                                                                                 ----------------             ----------------
      Total current assets                                                               391,766                      375,970
                                                                                 ----------------             ----------------

Property, plant and equipment - at cost                                                1,978,030                    1,959,222
    Accumulated depreciation, depletion and amortization                              (1,179,475)                  (1,147,176)
                                                                                 ----------------             ----------------
      Property, plant and equipment - net                                                798,555                      812,046
                                                                                 ----------------             ----------------

Investments and other assets
    Noncurrent investments                                                                32,360                       32,321
    Other assets                                                                          84,689                       84,392
                                                                                 ----------------             ----------------
      Total investments and other assets                                                 117,049                      116,713
                                                                                 ----------------             ----------------
Total Assets                                                                      $    1,307,370               $    1,304,729
                                                                                 ================             ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
    Accounts payable                                                              $       33,038               $       43,843
    Accrued liabilities:
      Payroll and other compensation                                                      33,465                       21,848
      Reclamation                                                                         12,919                       11,818
      Unrealized loss on foreign currency exchange contracts                              11,441                       20,416
      Other                                                                               22,729                       10,704
    Income and other taxes payable                                                         8,157                          277
                                                                                 ----------------             ----------------
      Total current liabilities                                                          121,749                      108,906
                                                                                 ----------------             ----------------

Long-term liabilities
    Long-term debt                                                                       264,673                      263,855
    Other long-term obligations                                                          134,243                      142,382
                                                                                 ----------------             ----------------
      Total long-term liabilities                                                        398,916                      406,237
                                                                                 ----------------             ----------------
Deferred income and mining taxes                                                         153,151                      155,449

Minority interests in consolidated subsidiaries                                          110,629                      102,387

Shareholders' equity
    Capital stock, $1 par value per share:
      Preferred - 10,000 shares authorized; no shares outstanding
      Common - 250,000 shares authorized; shares outstanding:
         1998 - 146,770; 1997 - 146,735                                                  146,770                      146,735
    Other shareholders' equity                                                           376,155                      385,015
                                                                                 ----------------             ----------------
      Total shareholders' equity                                                         522,925                      531,750
                                                                                 ----------------             ----------------
Total Liabilities and Shareholders' Equity                                        $    1,307,370               $    1,304,729
                                                                                 ================             ================
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



B.     Condensed Statements of Consolidated Operations (unaudited)
       (In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                   Three Months Ended March 31,
                                                                                  1998                          1997
                                                                          -----------------              ----------------

<S>                                                                         <C>                            <C>          
Revenues
       Gold and ore sales                                                   $      153,227                 $     164,213
       Sulfur and oil sales                                                          6,133                         6,952
       Interest income                                                               3,998                         3,329
       Gain on termination of Santa Fe merger                                                                     62,925
       Other income                                                                 10,985                        12,768
                                                                          -----------------              ----------------
                                                                                   174,343                       250,187
                                                                          -----------------              ----------------
Costs and Expenses
       Production costs                                                            104,150                       118,114
       Depreciation, depletion and amortization                                     29,544                        28,155
       Administrative and general expense                                           10,180                         9,561
       Exploration expense                                                           7,218                         8,335
       Interest expense                                                              3,528                         2,582
       Other expense                                                                11,687                           642
                                                                          -----------------              ----------------
                                                                                   166,307                       167,389
                                                                          -----------------              ----------------

Income Before Taxes and Minority Interests                                           8,036                        82,798
Income and Mining Taxes                                                             (8,097)                      (29,779)
Minority Interests                                                                  (4,550)                       (3,159)
                                                                          -----------------              ----------------

Net Income (Loss)                                                           $       (4,611)                $      49,860
                                                                          =================              ================



Net Income (Loss) Per Share (Basic and Diluted)                             $        (0.03)               $         0.34
                                                                          =================              ================

Average Shares Used in the Computation                                             146,749                       146,682
                                                                          =================              ================

Dividends Paid Per Common Share                                             $        -                     $        0.05
                                                                          =================              ================

</TABLE>


See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



C.  Condensed Statements of Consolidated Cash Flows (unaudited)
    (In thousands)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended March 31,
                                                                                         1998                        1997
                                                                                 ---------------             ---------------
<S>                                                                               <C>                         <C>          
Cash Flows from Operations
    Net income (loss)                                                             $      (4,611)              $      49,860
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                                          29,544                      28,155
       Gains on asset disposals                                                            (101)                    (13,575)
       Deferred taxes, minority interests and other                                     (10,725)                     18,273
       Effect of changes in operating working capital items                               5,240                     (16,267)
                                                                                 ---------------             ---------------
    Net cash provided by operations                                                      19,347                      66,446
                                                                                 ---------------             ---------------

Investment Activities
    Decrease in short-term investments                                                   21,637                      14,956
    Additions to property, plant and equipment                                           (7,796)                    (22,806)
    Proceeds from asset sales                                                               191                       9,425
    Other                                                                                (1,194)                        881
                                                                                 ---------------             ---------------
    Net cash provided by investment activities                                           12,838                       2,456
                                                                                 ---------------             ---------------

Financing Activities
    Common shares issued                                                                    510                         781
    Dividends paid                                                                            -                      (7,334)
    Other                                                                                 2,812                       2,659
                                                                                 ---------------             ---------------
    Net cash provided by (used in) financing activities                                   3,322                      (3,894)
                                                                                 ---------------             ---------------

Net increase in cash and equivalents                                                     35,507                      65,008

Cash and equivalents, January 1                                                          94,725                      89,599
                                                                                 ---------------             ---------------

Cash and equivalents, March 31                                                    $     130,232               $     154,607
                                                                                 ===============             ===============
                                                                                                                 
</TABLE>



See notes to condensed consolidated financial statements.

                                       4
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES
                       

                 
Notes to Condensed Consolidated Financial Statements (unaudited)

1.       The condensed  consolidated financial statements included herein should
         be read in conjunction with the financial statements and notes thereto,
         which include information as to significant accounting policies, in the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1997.

         The  information  furnished  in this report  reflects  all  adjustments
         which, in the opinion of management, are necessary for a fair statement
         of the results for the interim periods.  Except as described in notes 2
         through  5, such  adjustments  consist  of items of a normal  recurring
         nature.  Results of operations for interim  periods are not necessarily
         indicative of results for the full year.

         All  dollar  amounts  are in United  States  dollars  unless  otherwise
         indicated.

2.       On December  21,  1997,  Homestake  announced  it had  entered  into an
         agreement  to  acquire  Plutonic  Resources  Limited  ("Plutonic"),  an
         Australian  gold  producer,  by an exchange of common  stock for common
         stock.  Homestake expects to issue approximately 64.4 million shares to
         acquire  Plutonic  (0.34 of a Homestake  common share for each Plutonic
         fully-paid ordinary share).

         The transaction,  which has been approved  unanimously by the Boards of
         both companies, is expected to close on April 30, 1998. The transaction
         is subject to approval by shareholders of both companies, qualification
         as a pooling of interests for  accounting  purposes,  and certain other
         conditions.  Transaction costs of $2.4 million ($2.4 million after tax)
         related to this acquisition are included in other expense for the three
         months ended March 31, 1998.

3.       In January 1998, the Company  announced that it would implement a major
         restructuring  of operations  at the Homestake  mine in order to reduce
         operating  costs.  The  Company   suspended   underground   mining  for
         approximately  60 days while it completed  the final details of the new
         operating plan and readied the  underground  mine to begin operating on
         the  restructured  basis.  Open  Cut  ore  stockpiles  continued  to be
         processed through the mill at an accelerated rate while the underground
         operations were suspended.  The new mine plan is specifically  designed
         to improve  the grade of ore  recovered  through the  increased  use of
         mechanized  cut-and-fill  mining methods.  When fully implemented,  the
         plan will reflect a complete  reorganization of underground activities,
         a  significant  reduction  in the mine's work force and a reduction  in
         future gold production.

         Other  expense  during the three  months March 31, 1998  includes  $8.9
         million ($5.9 million after tax) of costs associated with the temporary
         suspension  of  operations  and  the  reduction  in work  force  of 450
         employees.  These costs  primarily  represent wage payments to the work
         force during the temporary  shutdown and severance payments and benefit
         costs for the severed  employees,  and  are net of  approximately  $9.3
         million of pension and benefit plan curtailment gains.

4.       In March  1997,  Santa  Fe  Pacific  Gold  Corporation  terminated  its
         previously announced merger agreement with Homestake and paid Homestake
         a $65  million  termination  fee. As a result,  the Company  recorded a
         pretax  gain  of  $62.9  million  ($47.2  million  after  tax),  net of
         merger-related expenses of $2.1 million incurred in 1997.

5.       In February  1997,  Homestake sold its interests in the George Lake and
         Back  River  joint  ventures  in  Canada to Kit  Resources  Corporation
         ("Kit") for $9.3  million in cash and 3.6 million  shares of Kit common
         stock. As a result of this  transaction,  the Company recorded a pretax
         gain of $13.5  million ($8.1 million after tax) in the first quarter of
         1997, which is included in other income.

                                       5
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



6.       Under the Company's foreign currency  protection  program,  the Company
         has entered into a series of foreign  currency  option  contracts which
         established trading ranges within which the United States dollar may be
         exchanged  for  foreign  currencies  by  setting  minimum  and  maximum
         exchange rates.

         At  March  31,  1998  the  Company  had  forward   currency   contracts
         outstanding as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>

                                                 Weighted-Average Exchange
                    Amount Covered                 Rates to U.S. Dollars               Expiration
Currency              (U.S. Dollars)           Put Options      Call Options             Dates
----------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>              <C>                   <C> 
Canadian                      $ 146,410            0.72             0.75                  1998
Canadian                        104,280            0.70             0.73                  1999
Canadian                         77,340            0.69             0.72                  2000
Canadian                          2,000            0.70             0.73                  2001
Australian                       76,650            0.74             0.77                  1998
Australian                       72,500            0.68             0.71                  1999
Australian                       42,800            0.66             0.69                  2000
                        ----------------
                              $ 521,980

</TABLE>

7.       In 1996, the Company entered into forward sales commitments for 680,100
         ounces of gold during the period 1997 through 2003.  Gold sales for the
         first quarter of 1998 include 30,000 ounces at an average price of $394
         per ounce  compared  to 30,000  ounces at an average  price of $380 per
         ounce in the 1997 first quarter under the forward sales program.

         At March 31, 1998 the Company's gold forward sales  commitments were as
         follows:
<TABLE>
<CAPTION>

                                                                 Average Price of
                                    Forward Sales                  Forward Sales
      Year                          (ounces)                        (per ounce)
-----------------------------------------------------------------------------------
      <S>                              <C>                             <C> 
      1998                              90,000                         $401
      1999                             109,900                          415
      2000                              85,100                          430
      2001                              95,000                          441
      2002                              95,000                          457
      2003                              75,000                          481
                                  -------------
                                       550,000
                                  =============
</TABLE>

         To provide  protection  against a decrease in gold  prices,  during the
         third quarter of 1997 the Company entered into a series of put and call
         option contracts to provide a floor price of $325 per ounce for 900,000
         ounces of Homestake's expected 1998 gold production.  Gold sales during
         the first  quarter of 1998 include  225,000  ounces at an average price
         $325 per ounce under this program.  At March 31, 1998 the Company owned
         put  options for 675,000  ounces of gold  exercisable  during 1998 at a
         price of $325 per ounce.  The  Company  also had written  call  options
         outstanding  for 675,000  ounces of gold  exercisable  during 1998 at a
         price of $325 per ounce and owned call  options for  675,000  ounces of
         gold exercisable during 1998 at a price of $336 per ounce.

         At March 31, 1998 the Company also owned put options for 30,000  ounces
         of gold  exercisable  during  2000 at a price of $350 per ounce and had
         written call options 


                                       6
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         outstanding  for 15,000 ounces of gold  exercisable  during 2000 at an
         average price of $395 per ounce.

         In February 1998, Prime Resources Group Inc.  ("Prime"),  a 50.6%-owned
         subsidiary  of the Company,  adopted a gold and silver  hedging  policy
         which provides for the use of forward sales  contracts for up to 40% of
         each of the  following  five  year's  expected  annual  gold and silver
         production at prices in excess of certain targeted prices. At March 31,
         1998 Prime had forward sales  outstanding for  approximately  7 million
         ounces of  silver during the  period 1999  through  2001 at an average 
         price of $6.27 per ounce.

8.       Effective  January 1, 1998, the Company adopted Statement of Financial
         Accounting  Standards No. 130 ("SFAS 130"),  "Reporting  Comprehensive
         Income." SFAS 130 establishes  standards for the reporting and display
         of comprehensive income. The purpose of reporting comprehensive income
         is to present a measure of all  changes in  shareholders'  equity that
         result from recognized  transactions  and other economic events of the
         period, other than transactions with shareholders in their capacity as
         shareholders.  SFAS 130 requires that the components of  comprehensive
         income be  displayed  in  annual  financial  statements  with the same
         prominence as other financial  statements and that the total amount of
         comprehensive  income be  reported  in  interim  periods.  Homestake's
         comprehensive income (loss) for the three months ended  March 31, 1998
         and 1997 was as follows (in thousands):
<TABLE>
<CAPTION>


                                                             Three Months Ended March 31,
                                                               1998                   1997
                                                         ---------------        ---------------
<S>                                                       <C>                    <C>          
Net Income (Loss)                                         $      (4,611)         $      49,860
Other Comprehensive Income (Loss)
    Currency translation adjustments                              4,572                 (6,372)
    Unrealized losses on securities                              (2,035)                (2,057)
                                                         ---------------        ---------------
Total Other Comprehensive Income (Loss)                           2,537                 (8,429)
                                                         ---------------        ---------------

Comprehensive Income (Loss)                               $      (2,074)         $      41,431
                                                         ===============        ===============

</TABLE>

         In February  1998,  the  Financial  Accounting  Standards  Board issued
         Statement  of  Financial  Accounting  Standards  No. 132 ("SFAS  132"),
         "Employers'   Disclosures  about  Pensions  and  Other   Postretirement
         Benefits." SFAS 132 revises  employers'  disclosures  about pension and
         other postretirement  benefit plans. It does not change the measurement
         or recognition  of those plans.  SFAS 132  standardizes  the disclosure
         requirements  for  pensions  and other  postretirement  benefits to the
         extent practicable,  requires additional  information on changes in the
         benefit obligations and fair values of plan assets that will facilitate
         financial analysis,  and eliminates certain disclosures.  SFAS 132 will
         be effective for the Company's financial  statements for the year ended
         December 31, 1998.

9.       The Comprehensive  Environmental  Response,  Compensation and Liability
         Act  ("CERCLA")  imposes  heavy  liabilities  on persons who  discharge
         hazardous  substances.  The  Environmental  Protection  Agency  ("EPA")
         publishes a National  Priorities  List  ("NPL") of known or  threatened
         releases of such substances.

         Grants:  Homestake's former uranium millsite near Grants, New Mexico is
         listed on the NPL. The EPA  asserted  that  leachate  from the tailings
         contaminated   a  shallow   aquifer   used  by   adjacent   residential
         subdivisions. Homestake paid the costs of extending the municipal water
         supply to the affected homes and continues to operate a water injection
         and collection  system that has  significantly  improved the quality of
         the aquifer.  The 

                                       7
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         Company has  decommissioned  and disposed of the mills and has covered
         the  tailings  impoundments  at the site.  The total  future  cost for
         reclamation, remediation, monitoring and maintaining compliance at the
         Grants site is estimated to be $17.5 million.

         Title X of the  Energy  Policy Act of 1992 (the  "Act") and  subsequent
         amendments  to the Act  authorized  appropriations  of $335  million to
         cover the Federal  Government's  share of certain costs of reclamation,
         decommissioning  and remedial action for by-product material (primarily
         tailings)  generated  by certain  licensees  as an  incident of uranium
         sales to the Federal Government. Reimbursement is subject to compliance
         with regulations of the Department of Energy ("DOE"), which were issued
         in 1994.  Pursuant to the Act, the DOE is responsible for 51.2% of past
         and future  costs of  reclaiming  the Grants  site in  accordance  with
         Nuclear Regulatory Commission license  requirements.  Through March 31,
         1998,  Homestake  had  received  $21  million  from  the  DOE  and  the
         accompanying  balance  sheet at March 31, 1998  includes an  additional
         receivable   of  $11  million  for  the  DOE's  share  of   reclamation
         expenditures  made by Homestake through that date.  Homestake  believes
         that its share of the estimated remaining cost of reclaiming the Grants
         facility is fully  provided in the  financial  statements  at March 31,
         1998.

         In 1983,  the state of New Mexico made a claim  against  Homestake  for
         unspecified   natural  resource  damages   resulting  from  the  Grants
         tailings. New Mexico has taken no action to enforce its claim.

         Whitewood  Creek:  Whitewood  Creek was a site where  mining  companies
         operating  in the Black  Hills of South  Dakota,  including  Homestake,
         placed mine tailings (ground rock) beginning in the nineteenth century.
         Some  tailings  placed in Whitewood  Creek  eventually  flowed into the
         Belle Fourche  River,  the Cheyenne  River and Lake Oahe.  Placement of
         mine tailings into  Whitewood  Creek was  authorized by the laws of the
         United States,  the Dakota territory and the State of South Dakota, and
         Whitewood Creek was later specifically designated by the State of South
         Dakota as a disposal  stream for mine  tailings and for the disposal of
         raw sewage and other  municipal  waste. In response to changes in legal
         requirements,  Homestake  ceased the  placement of mine  tailings  into
         Whitewood Creek and for many years the Homestake mine has impounded all
         mine tailings that are not redeposited in the mine.

         Deposits  of  tailings  along an  18-mile  stretch of  Whitewood  Creek
         formerly  constituted  a  site  on  the  NPL.  The  EPA  asserted  that
         discharges  of  tailings  by  mining  companies,  including  Homestake,
         contaminated the soil and streambed.  Homestake signed a Consent Decree
         with the EPA and carried out remedial  work.  The site was deleted from
         the NPL on August 13, 1996. In the deletion notice, the EPA stated that
         "EPA, in consultation  with the State of South Dakota,  have determined
         that the Site  poses no  significant  threat  to  public  health or the
         environment."

         In  September,  1997 the State of South Dakota filed an action  against
         Homestake,  alleging  that  Homestake's  disposal  of mine  tailings in
         Whitewood Creek resulted in injuries to natural  resources in Whitewood
         Creek,  the  Belle  Fourche  River,  the  Cheyenne  River and Lake Oahe
         (collectively  the "NRD  Site").  The  complaint  also alleges that the
         tailings  constitute a continuing  public nuisance.  The complaint asks
         for  abatement  of  the  nuisance,   response  costs,   damages  in  an
         unspecified amounts,  litigation costs and interest.  In November 1997,
         the United States  government  and the Cheyenne  River Sioux Tribe (the
         "federal trustees") filed a similar action alleging injuries to natural
         resource and seeking  response costs,  damages in unspecified  amounts,
         litigation costs and attorneys fees.


                                       8
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         In its  answers,  Homestake  denies that there has been any  continuing
         damage to natural resources or nuisance as a result of the placement of
         tailings  in  Whitewood  Creek.  Among other  defenses,  it is also the
         position of Homestake  that as a result of the State of South  Dakota's
         ownership  of  Whitewood  Creek and state and  federal  designation  of
         Whitewood  Creek as an  authorized  disposal  site,  the State of South
         Dakota and the  federal  government  are  responsible  for all past and
         future damages.  Homestake has also counterclaimed against the State of
         South  Dakota  and  the  federal   trustees  seeking  cost  recoupment,
         contribution and indemnity.

         Homestake  intends  to  vigorously  defend  this  action  and  to  seek
         recovery, contribution and indemnity from the State of South Dakota and
         the federal trustees for past and future  expenditures.  Homestake also
         expects  to  seek  recovery,  contribution  and  indemnity  from  other
         government  entities and other  persons who  participated  in ownership
         and/or  operation of Whitewood  Creek as a waste  disposal  site or who
         disposed of waste in the NRD Site.

         In the  opinion of  Homestake,  there is no basis for the claims by the
         State of South Dakota or by the federal trustees.  Homestake is also of
         the opinion that Homestake has valid defenses and counterclaims against
         the State of South Dakota and the federal  trustees,  and  cross-claims
         for  recovery,  contribution  and indemnity  against  other  government
         entities  and  other  persons  who  participated  in  ownership  and/or
         operation of Whitewood  Creek as a waste  disposal site or who disposed
         of waste in the NRD Site. Homestake does not believe that resolution of
         these matters will have a material  effect on the business or financial
         condition or results of operations of Homestake.


                                       9
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

(Unless  specifically  stated otherwise,  the following  information  relates to
amounts included in the consolidated  financial statements without reduction for
minority interests.)

RESULTS OF OPERATIONS

Homestake recorded a net loss of $4.6 million or $.03 per share during the first
quarter of 1998 compared to net income of $49.9 million or $.34 per share during
the first quarter of 1997.  The 1998 first  quarter  includes $5.9 million ($8.9
million  pretax)  or  $.04  per  share  of  costs  associated  with a  temporary
suspension  of  underground  mining  operations  at  the  Homestake  mine  and a
reduction in that mine's work force,  gains on the sale of  investments  of $3.1
million ($4 million  pretax) or $.02 per share,  and $2.4 million  ($2.4 million
pretax)  or $.02 per share of  transaction  costs with  respect  to the  pending
acquisition of Plutonic Resources Limited  ("Plutonic").  The 1997 first quarter
included  after-tax  gains of $47.2 million ($62.9  million  pretax) or $.32 per
share from the termination  fee received from Santa Fe Pacific Gold  Corporation
("Santa Fe") upon termination of Homestake's merger agreement with Santa Fe, and
$8.1  million  ($13.5  million  pretax)  or $.06 per share  from the sale of the
George Lake and Back River joint venture interests in the Northwest  Territories
of Canada.

Excluding the effect of nonrecurring  items, the Company had net earnings of $.6
million or $.01 per share during the 1998 first  quarter  compared to a net loss
of $5.4  million or $.04 per share during the 1997 first  quarter.  The improved
1998 results  reflect higher gold  production  and lower unit  operating  costs,
offset by a $39 per ounce decrease in the average realized gold price received.

Gold  production  for the 1998 first quarter of 517,900 ounces was 29,400 ounces
higher than 1997 first quarter production of 488,500 ounces.  However,  gold and
ore sales for the first quarter of 1998  decreased to $153.2 million from $164.2
million  during the first quarter of 1997  reflecting  significantly  lower gold
prices. During the first three months of 1998, 513,700 equivalent ounces of gold
were sold at an average  realized  price of $314 per ounce  compared  to 484,700
equivalent  ounces of gold sold at an average  realized  price of $353 per ounce
during the first three months of 1997.

In  January  1998,  the  Company  announced  that  it  would  implement  a major
restructuring  of operations at the Homestake mine in order to reduce  operating
costs. The Company suspended  underground mining for approximately 60 days while
it  completed  the final  details  of the new  operating  plan and  readied  the
underground  mine to begin  operating on the  restructured  basis.  Open Cut ore
stockpiles  continued to be processed  through the mill at an  accelerated  rate
while the underground operations were suspended.  The new mine plan specifically
is designed to improve the grade of ore  recovered  through the increased use of
mechanized  cut-and-fill mining methods.  When fully implemented,  the plan will
reflect a reorganization of underground  activities and a significant  reduction
in work force that will generate considerable cost savings and will increase the
mine's  future  total  earnings and cash flow.  Homestake  expects to invest $30
million by the end of 1999 in the restructuring  process to purchase  equipment,
and upgrade facilities and infrastructure.  Once the new operating plan is fully
implemented by the end of 1999, annual gold production is expected to be between
150,000 and 180,000 ounces. Total cash costs for the underground  operations are
projected  to decline to $280 per ounce  from the 1997  levels of  approximately
$335 per ounce.

Domestic  production  increased  slightly  to  182,300  ounces  during the first
quarter  of 1998 from  179,700  ounces  during the first  quarter  of 1997.  The
increase primarily is due to the commencement of production at the new Ruby Hill
mine in Nevada,  offset by the temporary suspension of mining in the underground
operations at the Homestake mine. The Ruby Hill


                                       10
<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


mine, which commenced commercial  production effective January 1, 1998, produced
30,600  ounces of gold at a total  cash cost  $129 per  ounce  during  the first
quarter of 1998. At the Homestake mine, gold production during the first quarter
of 1998 of 76,000  ounces was 30,400  ounces  lower than  production  during the
first quarter of 1997.  During the temporary  shut down,  the mill  processed an
increased  volume of  lower-grade,  lower-cost ore from the Open Cut operations.
The increased volume of Open Cut ore reduced the mine's average total cash costs
to $244 per ounce during the 1998 first  quarter from $316 per ounce in the 1997
first quarter.  At the McLaughlin  mine,  production of 30,100 ounces during the
first quarter of 1998 compares to 31,600 ounces produced during the prior year's
first  quarter.  Total cash costs  decreased  to $233 per ounce  during the 1998
first quarter from $244 per ounce during the 1997 first quarter,  reflecting the
operation's continued emphasis on cost controls. Homestake's share of production
at the Round Mountain mine increased by 4,900 ounces to 33,000 ounces during the
first  quarter of 1998 from 28,100 ounces  produced  during the first quarter of
1997. The higher production is due to the start up of the new 8,000 tons-per-day
gravity  mill in late  1997.  The new mill,  which was  constructed  to  process
higher-grade  ores,  produced 6,100 ounces (Homestake share) during the quarter.
Total cash costs  declined to $207 per ounce during the 1998 first  quarter from
$236 per ounce during the 1997 first quarter due to cost savings associated with
the new mining plan instituted in 1997. The new plan, which optimized the design
of the open pit and  requires  less  stripping,  is expected  to achieve  higher
earnings and cash flow over the life of the operation.

Total foreign gold production during the first three months of 1998 increased by
26,800 ounces to 335,600  equivalent  ounces over the comparable  period for the
prior  year.  This  increase in  production  primarily  is due to a  significant
increase  in  production  at the  Eskay  Creek  mine  in  British  Columbia  and
production from the La Falda mine in Chile,  which  commenced  operations in the
second quarter of 1997,  partially  offset by production  decreases at Williams,
David Bell and Snip mines in Canada and at the Kalgoorlie  operations in Western
Australia.

Production at the Eskay Creek mine increased to 141,100 gold  equivalent  ounces
during the first quarter of 1998 from 94,600 gold  equivalent  ounces during the
first quarter of 1997. This increase is due to 20% higher gold grades in the ore
shipped directly to third-party  smelters,  concentrate  sales from the recently
commissioned on-site  gravity/flotation  mill, and a decrease in the gold/silver
equivalency  ratio.  During  the  first  quarter,   1,800  tons  of  concentrate
containing  21,600  equivalent  ounces  of gold  produced  by the new mill  were
shipped to third-party smelters.  Total cash costs, including transportation and
third-party  smelter costs, were $121 per equivalent ounce during the 1998 first
quarter compared to $165 per equivalent ounce during the 1997 first quarter. The
Williams  mine  produced  44,700 ounces of gold at a total cash cost of $244 per
ounce during the first quarter of 1998  compared to 51,400 ounces  produced at a
total  cash cost of $234 per ounce  during the first  quarter  of 1997,  and the
David Bell mine  produced  18,200  ounces at a total cash cost of $238 per ounce
during the first quarter of 1998  compared to 23,000 ounces  produced at a total
cash  cost of $194 per  ounce  during  the  first  quarter  of 1997.  The  lower
production and  corresponding  increase in cash costs per ounce at both of these
operations  is due to lower ore grades  partially  offset by an increase in mill
throughput.  The grade of ore mined  during  the 1997  first  quarter at both of
these  operations  was higher  than the  average  remaining  respective  reserve
grades.  In addition,  temporary  hoisting  difficulties  at the David Bell mine
limited planned  production from  higher-grade  stopes late in the 1998 quarter,
while changes in the mining sequence at the Williams mine delayed  production of
higher-grade stopes until later in 1998.  Homestake's share of production at the
Snip mine  decreased to 23,700  ounces during the 1998 first quarter from 28,200
ounces during the 1997 first quarter.  The decrease  production at the Snip mine
is due to lower ore  grades and mill  throughput.  The  remaining  Snip mine ore
blocks are becoming  smaller and narrower which is requiring an  ever-increasing
proportion  of  more  labor-intensive   conventional  mining  versus  lower-cost
mechanized  mining. As a result,  total cash costs increased from $204 per ounce
during the first  quarter of 1997 to $224 per ounce during the first  quarter of
1998.



                                       11
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


HGAL's share of production  at the  Kalgoorlie  operations in Western  Australia
totaled  94,100 ounces during the first three months of 1998 compared to 108,300
ounces  during  the first  three  months of 1997.  The  decrease  in  production
reflects a 15%  decrease in ore grades  resulting  from an  increase  during the
current  quarter in the volume of lower-grade  stockpiled  ore processed.  Total
cash costs  decreased to $262 per ounce during the 1998 first  quarter from $273
per ounce during the 1997 first quarter, primarily reflecting improved operating
efficiencies at the Fimiston mill and a significantly  weaker  Australian dollar
in relation to the US dollar, partially offset by the decrease in production.

The Company's  consolidated  total cash cost per equivalent  ounce decreased to 
$203 during the 1998 first quarter from $245 during the 1997 first quarter.

The Company's  share of revenues at the Main Pass 299  operations in the Gulf of
Mexico  totaled $6.1  million  during the first  quarter of 1998  compared to $7
million  during the first quarter of 1997,  and operating  losses of $.7 million
were recorded during the 1998 first quarter  compared to operating losses of $.6
million  during the first  quarter of 1997.  The 1998 results  reflect lower oil
prices and sales volumes,  offset by lower  depreciation  charges  following the
write down of the sulfur assets at September 30, 1997.

Homestake's  gold hedging policy provides for the use of forward sales contracts
for up to  30% of  each  of  the  following  ten  year's  expected  annual  gold
production  at  prices  in excess of  certain  targeted  prices,  and the use of
combinations of put and call option contracts to establish  minimum floor prices
while allowing  participation in future increases in the price of gold. In 1997,
Homestake  entered into a series of put and call options  which  provide a floor
price of $325 per ounce for 900,000 ounces of 1998 production while allowing for
full participation in any increase in the price of gold above $336 per ounce. In
1996, Homestake sold 680,100 ounces of gold for future delivery through 2003, at
an average price of $426 per ounce.

Gold sales during the first quarter of 1998 include 225,000 ounces at an average
price of $325 per  ounce  under  the  Company's  price  protection  program.  In
addition,  1998 first  quarter gold sales  include  30,000  ounces at an average
price of $394 per ounce  compared to 30,000  ounces at an average  price of $380
per ounce in the 1997 first  quarter  under the  forward  sales  program.  These
hedging activities  increased gold revenues by approximately $9.5 million or $19
per ounce.

At March 31, 1998 the Company had  committed  550,000  ounces of its future gold
production at an average price of $436 per ounce under forward sales  contracts.
In  addition,  the  Company  owned  put  options  for  675,000  ounces  of  gold
exercisable  during  1998 at a price of $325 per  ounce.  The  Company  also had
written call options  outstanding for 675,000 ounces of gold exercisable  during
1998 at a price of $325 per ounce and owned call  options for 675,000  ounces of
gold  exercisable  during 1998 at a price of $336 per ounce.  The  Company  also
owned put options for 30,000 ounces of gold  exercisable  during 2000 at a price
of $350 per ounce and had written call options  outstanding for 15,000 ounces of
gold exercisable during 2000 at an average price of $395 per ounce.

In February 1998,  Prime adopted a gold and silver hedging policy which provides
for the use of forward  sales  contracts  for up to 40% of each of the following
five year's  expected  annual gold and silver  production at prices in excess of
certain targeted prices.  At March 31, 1998 Prime had forward sales  outstanding
for approximately 7 million ounces of silver during the period 1999 through 2001
at an average price of $6.27 per ounce.

A  significant  portion of the  Company's  operating  expenses  is  incurred  in
Australian and Canadian currencies.  The Company's  profitability is impacted by
fluctuations in these  currencies'  exchange rates relative to the United States
dollar. Under the Company's foreign currency protection 



                                       12
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


program,  the  Company  has  entered  into a series of foreign  currency  option
contracts which  establish  trading ranges within which the United States dollar
may be exchanged  for  Australian  and Canadian  dollars.  At March 31, 1998 the
Company had a recorded net  unrealized  loss of $11.4 million on open  contracts
under this program.

Other  income  for the first  three  months of 1998  includes  foreign  currency
exchange  gains of $5 million and gains on sales of  investments  of $4 million.
Other  income  in 1997  includes  a  $13.5  million  gain on sale of the  George
Lake/Back  River joint  venture  interests and a net foreign  currency  exchange
losses of $1.7 million.

Depreciation,  depletion  and  amortization  expense  increased to $29.5 million
during the 1998 first  quarter from $28.2  million  during the first  quarter of
1997  reflecting  the higher  gold  production,  offset by reduced  depreciation
charges  following  the write downs of property,  plant and equipment at certain
short-lived mining operations recorded in the third and fourth quarters of 1997.

Exploration expense for the first three months of 1998 decreased to $7.2 million
during the first  quarter of 1998 from $8.3 million  during the first quarter of
1997. The Company continues to pursue numerous  prospective  exploration targets
and  prospects  and  currently  expects to spend  approximately  $35  million on
existing Homestake exploration projects during 1998.

Other  expense for the first three months of 1998 includes $8.9 million of costs
associated with a temporary  suspension of underground  mining operations at the
Homestake  mine and a reduction  in that mine's work force,  and $2.4 million of
transaction costs with respect to the pending acquisition of Plutonic.

Income and mining tax  expense  for the  quarter  ended  March 31, 1998 was $8.1
million  compared to $29.8  million for the quarter  ended March 31,  1997.  The
decrease in tax  expense  primarily  reflects  taxes of $15.7  million  provided
during 1997 on the  break-up  fee  received  from Santa Fe upon  termination  of
Homestake's  merger agreement with Santa Fe. The Company's income and mining tax
rate  was 101% in the  1998  first  quarter  compared  to 36% in the 1997  first
quarter reflecting the geographical mix of pretax income.  During the 1998 first
quarter,  the Company had pretax earnings in Canada where the Company is subject
to high  statutory  tax rates and pretax  losses in the United  States where the
Company is subject to the  Alternative  Minimum Tax. The Company's  consolidated
effective   income  and  mining  tax  rate  will  fluctuate   depending  on  the
geographical mix of pretax income, and is expected to remain high throughout the
remainder of 1998.

Minority interests in the income of consolidated  subsidiaries increased to $4.5
million  during  the first  quarter of 1998 from $3.2  million  during the first
quarter of 1997. The increase in minority interests primarily is attributable to
higher  earnings at the Eskay Creek mine which is owned by Prime Resources Group
Inc., a 50.6%-owned subsidiary of the Company.

The following chart details Homestake's gold production and total cash costs per
ounce by location, and consolidated revenue and production costs per ounce.


                                       13
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>

                                                      Production                    Total Cash Costs
                                                (Ounces in thousands)            (Dollars per ounce)
                                                 Three Months Ended              Three Months Ended
                                                      March 31,                        March 31,
Mine (Percentage interest)                       1998           1997             1998           1997
--------------------------                   ---------------------------      --------------------------
<S>                                                <C>           <C>             <C>            <C> 
Homestake (100)                                    76.0          106.4           $244           $316
Ruby Hill (100) (1)                                30.6            -              129              -
McLaughlin (100)                                   30.1           31.6            233            244
Round Mountain (25)                                33.0           28.1            207            236
Pinson (50)                                         6.4            6.4            321            312
Marigold (33)                                       6.2            7.2            246            229
                                             ------------    -----------
    Total United States                           182.3          179.7

Eskay Creek (100) (2,3)                           141.1           94.6            121            165
Williams (50)                                      44.7           51.4            244            234
David Bell (50)                                    18.2           23.0            238            194
Quarter Claim (25)                                  2.8            2.8            171            175
Snip (100) (3,4)                                   23.7           28.2            224            204
                                             ------------    -----------
     Total Canada                                 230.5          200.0

Kalgoorlie, Australia (50)                         94.1          108.3            262            273

La Falda, Chile (100) (5)                          11.0            -              215              -
El Hueso, Chile (100)                               -              0.5              -            310
                                             ------------    -----------

Total Production                                  517.9          488.5           $203           $245
Less Minority Interests                           (86.8)         (60.6)
                                             ------------    -----------
Homestake's Share                                 431.1          427.9
                                             ============    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   March 31,
Per Ounce of Gold                                               1998             1997
-----------------                                         ----------------------------

<S>                                                             <C>              <C> 
Revenue                                                         $314             $353
                                                          ============================

Per Ounce Costs
     Cash Operating Costs (6)                                   $199             $239
     Other Cash Costs (7)                                          4                6
                                                          ----------------------------
     Total Cash Costs                                            203              245
     Noncash Costs  (8)                                           57               54
                                                          ----------------------------
     Total Production Costs                                     $260             $299
                                                          ============================


<FN>
(1)  The Ruby Hill mine commenced  commercial  production  effective January 1,
     1998.

(2)  Gold and silver are accounted for as co-products at Eskay Creek.  Silver is
     converted to gold equivalent  using the ratio of the silver market price to
     the gold market price.  These ratios were 47 ounces and 70 ounces of silver
     equals  one  ounce  of  gold  in the  first  quarters  of  1998  and  1997,
     respectively.  Eskay  Creek  production  includes  73,400  (54,300 in 1997)
     payable ounces of gold and 3.2 million (2.8 million in 1997) payable ounces
     of silver contained in ore and concentrates sold to smelters.


                                       14
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES



(3)  For  comparison  purposes,  total  cash costs per ounce  include  estimated
     third-party  costs  incurred  by  smelter  owners  and  others  to  produce
     marketable gold and silver.

(4)  Includes ounces of gold contained in dore and concentrates.

(5)  The La Falda mine commenced production in April 1997.

(6)  Cash operating costs are costs directly related to the physical  activities
     of producing  gold;  includes  mining,  milling,  third-party  smelting and
     in-mine drilling expenditures that are related to production.

(7)  Other cash costs are costs that are not directly related to, but may result
     from, gold production;  includes production taxes and royalties.

(8)  Noncash  costs are costs that  typically are accounted for ratably over the
     life of an operation; includes depreciation,  depletion, accruals for final
     reclamation.  Noncash  costs do not include  amortization  of  additions to
     property   resulting  from  SFAS  109  deferred  tax  purchase   accounting
     adjustments,  as these additions did not involve any economic  resources of
     the Company.
</FN>
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by operations  totaled $19.3 million  during the first quarter of
1998 compared to $66.4 million  during the first quarter of 1997.  Cash provided
by operations during the 1997 quarter includes the termination fee received from
Santa  Fe upon  termination  of  Homestake's  merger  agreement  with  Santa  Fe
partially  offset by $36  million in  payments  for  income  and  mining  taxes,
primarily  payments  made in the first  quarter of 1997  related to Prime's 1996
taxable income.  Payments for income and mining taxes of $5.5 million (net) were
made during the 1998 first quarter.  Working  capital at March 31, 1998 amounted
to $270 million,  including $251 million in cash and  equivalents and short-term
investments.

Capital  additions  of $7.8  million  for the first  quarter of 1998  compare to
additions  of $22.8  million for the first  quarter of 1997.  Capital  additions
during 1998 primarily relate to productivity improvement projects and sustaining
capital at the Company's operating mines. Capital additions in 1997 include $6.7
million  for  construction  and  development  work at the Ruby Hill  mine,  $4.6
million at the Round  Mountain  mine  primarily  for a new mill to  process  the
higher-grade  sulfide ore,  $3.7 million  primarily  for a tailings dam lift and
improvements  in the  underground  operations  at the Homestake  mine,  and $3.2
million at the Kalgoorlie  operations primarily for a decline from surface and a
ventilation raise at the Mt. Charlotte mine.

On March 10, 1997 Santa Fe terminated its previously  announced merger agreement
with  Homestake and paid Homestake a $65 million  termination  fee. As a result,
the Company  recorded a pretax gain of $62.9 million  ($47.2 million after tax),
net of merger-related expenses of $2.1 million incurred in 1997.

In February  1997,  Homestake  completed the sale of its interests in the George
Lake and Back  River  joint  ventures  in  Canada to Kit  Resources  Corporation
("Kit") for $9.3 million in cash and 3.6 million shares of Kit common stock.  As
a result  of this  transaction,  the  Company  recorded  a pretax  gain of $13.5
million ($8.1 million after tax), which is included in other income.

The Company has a United States/Canadian/Australian cross-border credit facility
providing a total  availability  of $275 million.  The Company pays a commitment
fee of 0.15%  per annum on the  unused  portion  of this  facility.  The  credit
facility is available  through  September  2001 and provides for  borrowings  in
United States,  Canadian,  or Australian  dollars,  or gold, or a combination of
these.  The credit agreement  requires a minimum  consolidated net worth of $500
million.  At March 31, 1998 HGAL had  borrowings  of $49.7  million  outstanding
under this  



                                       15
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


agreement. The interest rate on these borrowings is based on the Australian Bank
Bill Swap Rate plus 0.4%. At March 31, 1998 this rate was 5.25%.

In February  1997,  the Company  paid a cash  dividend of 5 cents per share.  In
March 1997, the Company  reduced its annual  dividend rate to 10 cents per share
from 20 cents per share.  On March 27, 1998 the Company  declared a  semi-annual
dividend of 5 cents per share, payable May 21, 1998 to shareholders of record at
the close of business on April 28, 1998.

In April 1997, the Company filed with the  Securities and Exchange  Commission a
shelf  registration  statement for the potential sale of up to 20 million shares
of common  stock.  The proceeds  from any such  offering  would be available for
general corporate purposes, which could include capital expenditures,  repayment
of  debt  and  future  acquisitions,  which  have  the  potential  to add to the
Company's gold reserves and future gold production,.

Future  results  will be impacted by such  factors as the market  price of gold,
silver and sulfur,  the  Company's  ability to expand its ore  reserves  and the
fluctuations of foreign  currency  exchange rates. The Company believes that the
combination  of cash,  short-term  investments,  available  lines of credit  and
future cash flows from  operations  will be sufficient to meet normal  operating
requirements, planned capital expenditures, and anticipated dividends.

Plutonic Resources  Limited:  On December 21, 1997,  Homestake  announced it had
entered into an agreement to acquire Plutonic Resources Limited ("Plutonic"), an
Australian  gold  producer,  by an  exchange of common  stock for common  stock.
Homestake expects to issue approximately 64.4 million shares to acquire Plutonic
(0.34 of a Homestake common share for each fully-paid Plutonic ordinary share).

Following completion of this transaction, Homestake's Australian operations will
be the second  largest in that country with  substantial  potential  for reserve
growth.  Homestake  will  have 17  mines  in four  countries.  Homestake's  1998
Australian gold production is expected to be 850,000 ounces, or approximately 35
percent of the Company's total production, increasing to 1 million ounces and 40
percent, respectively, in 1999.

The  transaction,  which has been  approved  unanimously  by the  Boards of both
companies, is expected to close on April 30, 1998. The transaction is subject to
approval  by  shareholders  of both  companies,  qualification  as a pooling  of
interests for accounting purposes, and certain other conditions.



                                       16
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Part II - OTHER INFORMATION

Item 5.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain  statements  contained  in this  Form 10-Q  that are not  statements  of
historical  facts are  "forward  looking  statements"  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. Such statements are based on
beliefs of management,  as well as assumptions made by and information currently
available to management.  Forward looking  statements  include those preceded by
the  words  "believe,"  "estimate,"  "expect,"  "intend,"  "will,"  and  similar
expressions,  and include estimates of future production, costs per ounce, dates
of  construction  completion,  costs of capital  projects  and  commencement  of
operations.  Forward looking statements are subject to risks,  uncertainties and
other factors that could cause actual results to differ materially from expected
results.  Some important factors and assumptions that could cause actual results
to differ materially from expected results are discussed below. Those listed are
not exclusive.

Estimates of future production for particular  properties and for the Company as
a whole are derived  from annual  mine plans that have been  developed  based on
mining experience,  reserve estimates,  assumptions  regarding ground conditions
and  physical  characteristics  of  ore  (such  as  hardness  and  metallurgical
characteristics),  expected rates and costs of production,  and estimated future
sales prices.  Actual production may vary for a variety of reasons,  such as the
factors  described  above,  ore  mined  varying  from  estimates  of  grade  and
metallurgical and other characteristics,  mining dilution, actions by labor, and
government  imposed  restrictions.  Estimates of production  from properties and
facilities  not yet in  production  are based on similar  factors but there is a
greater likelihood that actual results will vary from estimates due to a lack of
actual  experience.  Cash  cost  estimates  are  based  on such  things  as past
experience,  reserve and production  estimates,  anticipated  mining conditions,
estimated  costs of materials,  supplies and utilities,  and estimated  exchange
rates.  Noncash  cost  estimates  are based on total  capital  costs and reserve
estimates,  change based on actual  amounts of unamortized  capital,  changes in
reserve estimates,  and changes in estimates of final reclamation.  Estimates of
future  capital  costs  are based on a  variety  of  factors  and  include  past
operating  experience,  estimated levels of future production,  estimates by and
contract  terms with third party  suppliers,  expectations  as to government and
legal  requirements,  feasibility  reports  by  Company  personnel  and  outside
consultants,  and other  factors.  Capital cost  estimates  for new projects are
subject to greater  uncertainties  than  additional  capital  costs for existing
operations.  Estimated time for completion of capital  projects is based on such
factors  as  the  Company's  experience  in  completing  capital  projects,  and
estimates provided by and contract terms with contractors,  engineers, suppliers
and others involved in design and  construction of projects.  Estimates  reflect
assumptions  about  factors  beyond  the  Company's  control,  such as the  time
government  agencies  take  in  processing  applications,  issuing  permits  and
otherwise  completing  processes required under applicable laws and regulations.
Actual time to completion can vary significantly from estimates.

See the Company's  Form 10-K Report for the year ended  December 31, 1997,  Part
IV, "RISK FACTORS" and "CAUTIONARY  STATEMENTS," for a more detailed  discussion
of factors that may impact on expected future results.

Item 6.

(a)      Exhibits                                           Method of Filing
                                                            ----------------
         11  -  Computation of Earnings Per Share           Filed herewith
                                                            electronically

         27  -  Financial Data Schedule                     Filed herewith
                                                            electronically


                                       17
<PAGE>
                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES
  

(b)      Reports on Form 8-K

         Three reports on Form 8-K were filed during the quarter ended March 31,
         1998.

         The report on Form 8-K dated January 27, 1998 was submitted in order to
         file the following: (a) a press release announcing the restructuring of
         operations at the Homestake Mine in Lead, South Dakota (b) announcement
         of a special meeting of  stockholders to approve  issuance of Homestake
         Mining Company Common Stock to acquire Plutonic  Resources  Limited and
         (c) announcement of the annual meeting of stockholders.

         The report on Form 8-K dated February 9, 1998 was submitted in order to
         file the following: (a) the amended Bylaws of the Registrant increasing
         the number of directors to 13 and (b)  announcement  of the election of
         Peter J. Neff as member of the Registrant's board of directors.

         The reports on Form 8-K dated  February 24, 1998 was submitted in order
         to file notification of Inmet's litigation against HCI and Prime in the
         Supreme Court of British Columbia with respect to the Troilus mine.





                                       18
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                              HOMESTAKE MINING COMPANY




Date:  April 27, 1998                      By: /s/ Gene G. Elam
       --------------                          ----------------
                                               Gene G. Elam
                                               Vice President, Finance and
                                               Chief Financial Officer





Date:  April 27, 1998                      By: /s/ David W. Peat
       --------------                          -----------------
                                               David W. Peat
                                               Vice President and Controller
                                               (Chief Accounting Officer)


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