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                                                               Exhibit 10(f)(3)

                        NONQUALIFIED STOCK OPTION PLAN
                            FOR OUTSIDE DIRECTORS

                               SECOND AMENDMENT

     Battle Mountain Gold Company, a Nevada corporation (the "Company"),
having established the Battle Mountain Gold Company Nonqualified Stock Option
Plan for Outside Directors, as originally adopted and currently in effect
(the "Plan"), and having reserved the right under Section 12 thereof to amend
said Plan, does hereby amend the Plan, effective December 2, 1997, as
follows:

1. ITEM 6 is hereby amended to read:

             Notwithstanding the termination provisions set forth in Item 12,
     this Agreement shall not terminate as to the Company's obligations herein
     in the event of a Change of Control, as defined below.

             For purposes of this Item 6, a "Change of Control" of the
     Company shall be deemed to occur on any one of the following events
     which takes place after December 2, 1997:

     (a)     any "person" (as such term is used in Sections 13(d) and 14(d)
             (2) of the Securities Exchange Act of 1934), except Noranda
             Inc., is or becomes the "beneficial owner" (as defined in Rule
             13d-3 of the Securities Exchange Act of 1934), directly or
             indirectly, of Company Securities representing 30 percent or
             more of the combined voting power of the then outstanding
             Company Securities;

     (b)     the first purchase of Company Securities pursuant to a tender or
             exchange offer (other than a tender or exchange offer made by
             the Company);

     (c)     the approval by the holders of the Company's Securities of a
             reorganization, merger, combination or consolidation, a sale or
             disposition of all or substantially all of the Company's assets
             or a plan of liquidation or dissolution of the Company, unless
             in each case following the consummation of such transaction
             more than 70 percent of the combined voting power of the
             Company's Securities outstanding prior to such consummation
             will continue (as Company Securities or as securities of a
             successor entity) to be beneficially owned, directly or
             indirectly, by all or substantially all



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             of the persons who were beneficial owners immediately prior
             thereto in substantially the same proportion; or

     (d)     during any period of two consecutive years, individuals who at
             the beginning of such period constitute the Board of Directors
             of the Company cease for any reason to constitute at least a
             majority thereof, provided that any new director whose election
             or nomination for election by the holders of the Company's
             Securities was approved in advance by a vote of at least
             two-thirds of the directors then still in office who were
             directors at the beginning of the period shall be considered as
             though such person were a director at the beginning of the
             period.

     "Company Securities" shall mean the common stock of the Company and the
     exchangeable shares of Battle Mountain Canada Ltd. taken together.

     Effective as of December 2, 1997.



                                       BATTLE MOUNTAIN GOLD COMPANY



                                       By  /s/ Stan M. Haley
                                           ----------------------------------
                                       Name:   Stan M. Haley
                                       Title:  Vice President, Human Resources


ATTEST:



    /s/ Greg V. Etter
---------------------------------------
Name:   Greg V. Etter
Title:  Vice President, General Counsel
        And Corporate Secretary