February 24, 2005


Via Facsimile at (011-44-207) 367-0220 and Air Mail

Elizabeth L. Katkin, Esq.
John M. Basnage, Esq.
Hogan & Hartson L.L.P.
One Angel Court
London, EC2R 7HJ, U.K.

	Re:	Harmony Gold Mining Company Limited
      	Amendment No. 3 to Form F-4 Filed on February 18, 2005
      File No. 333-120975

		Schedule TO-T/A Filed on February 18, 2005
      File No. 5-78350

Dear Messrs. Katkin and Basnage:

      We have the following comments on the above filings:

Schedule TO-T

1. See your reference to Exhibit (a)(4)(iv).  We presume that you
intended to incorporate by reference the information contained in
the
preliminary prospectus, dated February 18, 2005 as amended.
Please
revise accordingly.

Form F-4

General
2. We note your indication throughout the prospectus that the
subsequent offering period may remain open for fewer than 14
calendar
days.  Please supplementally advise us as to the reasons why the
subsequent offering period may be open for a shorter period than
originally anticipated.  Further, please revise the prospectus to
state, if true, that the subsequent offering period will remain
open
for a minimum of 3 business days pursuant to Rule 14d-11. Finally,
please also elaborate upon the circumstances in which withdrawal
rights may be available, as you have indicated that they do not
apply, "except in limited circumstances."
3. Please ensure that you have updated your prospectus to reflect
the
most recent available information.  See, for example, the
disclosure
that appears under "Exchange Rate Information" on page 26 and the
"Market Price and Dividend Data" on page 172.  Further, in several
places in this filing, the date of this prospectus is referred to
as
February 2, 2005, instead of February 18, 2005.
4. Please ensure that the prospectus has been revised to reflect
that
you may end up terminating the offer in advance of the currently
scheduled Expiration Date.  We note that you acknowledge that the
initial offer period may expire before March 18, 2005, however,
you
should go into additional detail as to why it may expire sooner,
what
notice you will give as to when it may expire and that, under
those
circumstances, withdrawal rights will be unavailable.
5. In your Review for the Quarter Ended 31 December 2004 filed on
February 4, 2005, you state that the Independent Competent Persons
Report "is expected soon."  We remind you to advise shareholders
of
the status of this report and, in the event the results of the
report
materially differ from those previously reported, be prepared to
allow shareholders additional time to digest this information if
it
is made available at or close to the expiration of the offer.
6. See prior comment 2.  We note that it appears that you have
revised the numerical references to "fractional cents," however,
you
continue to depict these amounts in fractions that are not rounded
to
an amount that is issuable for practical purposes.  Please round
these figures to the nearest cent.
Experts, page 178
7. In response to prior comment 7, we are in receipt of your
request
that we waive the requirement to obtain a written consent from
PricewaterhouseCoopers Inc., Gold Fields` independent auditors for
its year ended June 30, 2004.  Based on the information contained
in
Marian Petro van der Walt`s affidavit, the staff will grant your
waiver request concerning PricewaterhouseCoopers` written consent
in
the Form F-4.  Harmony should provide disclosures in the F-4
alerting
investors that, without naming the auditor, the auditor has not
consented to the use of the audit report and describing the
reasons
for the omission of the consent.  Please ensure that you do not
expressly or implicitly purport to disclaim your liability for the
Gold Fields financial statements. Also, disclose any limitation on
recovery by investors posed by the lack of consent.  These
disclosures should appear in the "Experts" section of the F-4.

      We will consider your request for acceleration of the
effective
date, and any request from underwriters, if applicable, as
confirmation of the fact that those making the request are aware
of
their obligations under the Securities Act of 1933.  Under
delegated
authority, we will grant a request for acceleration of the
effective
date upon resolution of the comments outstanding in connection
with
our review of this Form F-4.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.

      Please contact me at (202) 942-2801 with any questions.  You
may also reach me via facsimile at (202) 942-9638.


							Sincerely,


							Mara L. Ransom
							Special Counsel
							Office of Mergers and
Acquisitions

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February 24, 2005
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE