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 June 30, 1996

( )  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



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 July 31,  1996 was
146,672,000.


                                     Page 1



                    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)


                                                                               June 30,              December 31,
                                                                                   1996                    1995
                                                                           -----------------       -----------------
                                                                                                    
ASSETS
Current assets
    Cash and equivalents                                                    $       144,485          $      145,957
    Short-term investments                                                           63,859                  66,416
    Receivables                                                                      46,574                  58,046
    Inventories:
       Finished products                                                             15,810                  13,498
       Ore and in-process                                                            31,665                  26,027
       Supplies                                                                      31,847                  30,454
    Deferred income and mining taxes                                                 20,521                  20,521
    Other                                                                             5,941                   7,798
                                                                           -----------------       -----------------
       Total current assets                                                         360,702                 368,717
                                                                           -----------------       -----------------

Property, plant and equipment - at cost                                           1,946,485               1,697,737
    Accumulated depreciation, depletion and amortization                           (914,381)               (850,961)
                                                                           -----------------       -----------------
       Property, plant and equipment - net                                        1,032,104                 846,776
                                                                           -----------------       -----------------

Investments and other assets
    Noncurrent investments                                                           36,500                  46,188
    Other assets                                                                     59,848                  59,952
                                                                           -----------------       -----------------
       Total investments and other assets                                            96,348                 106,140
                                                                           -----------------       -----------------
Total Assets                                                                $     1,489,154          $    1,321,633
                                                                           =================       =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
    Accounts payable                                                        $        33,274          $       35,170
    Accrued liabilities:
       Payroll and other compensation                                                29,059                  26,925
       Reclamation                                                                   17,333                  12,383
       Other                                                                         11,704                  14,629
    Income and other taxes payable                                                   12,129                   9,314
                                                                           -----------------       -----------------
       Total current liabilities                                                    103,499                  98,421
                                                                           -----------------       -----------------

Long-term liabilities
    Long-term debt                                                                  185,000                 185,000
    Other long-term obligations                                                     109,836                 120,418
                                                                           -----------------       -----------------
       Total long-term liabilities                                                  294,836                 305,418
                                                                           -----------------       -----------------

Deferred income and mining taxes                                                    242,953                 189,925
Minority interests in consolidated subsidiaries                                      84,463                  92,012

Shareholders' equity
    Capital stock, $1 par value per share:
       Preferred - 10,000  shares  authorized;  no shares  outstanding  
       Common - 250,000 shares authorized; shares outstanding:
          1996 - 146,672; 1995 - 140,541                                            146,672                 140,541
    Other shareholders' equity                                                      616,731                 495,316
                                                                           -----------------       -----------------
       Total shareholders' equity                                                   763,403                 635,857
                                                                           -----------------       -----------------
Total Liabilities and Shareholders' Equity                                  $     1,489,154          $    1,321,633
                                                                           =================       =================


See notes to condensed consolidated financial statements.

                                       2




                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



B.    Condensed Statements of Consolidated Income (unaudited)
      (In thousands, except per share amounts)



                                                   Three Months Ended                         Six Months Ended
                                                         June 30,                                  June 30,
                                                1996                1995                  1996               1995
                                            ---------------     --------------        --------------     --------------
                                                                                                       
Revenues
      Gold and ore sales                     $     186,723      $     178,216          $    370,223       $    338,125
      Sulphur and oil sales                          7,370             10,213                15,793             22,367
      Interest income                                3,833              4,338                 7,929              8,601
      Equity earnings                                  360                541                   747                461
      Other income                                   3,206              2,282                 9,608              5,968
                                            ---------------     --------------        --------------     --------------
                                                   201,492            195,590               404,300            375,522
                                            ---------------     --------------        --------------     --------------
Costs and Expenses
      Production costs                             122,704            117,835               247,956            236,269
      Depreciation, depletion 
        and amortization                            29,032             25,623                55,361             48,626
      Administrative and general expense             9,249             10,760                18,963             20,051
      Exploration expense                           11,535              7,412                17,576             12,166
      Interest expense                               2,645              3,141                 5,292              5,773
      Other expense                                    786              1,054                 1,019              1,751
                                            ---------------     --------------        --------------     --------------
                                                   175,951            165,825               346,167            324,636
                                            ---------------     --------------        --------------     --------------

Income Before Taxes and Minority 
  Interests                                         25,541             29,765                58,133             50,886
Income and Mining Taxes                            (14,745)           (13,815)              (28,605)           (25,208)
Minority Interests                                  (4,020)            (4,771)               (9,099)            (7,939)
                                            ---------------     --------------        --------------     --------------
Net Income                                   $       6,776      $      11,179          $     20,429       $     17,739
                                            ===============     ==============        ==============     ==============



Net Income Per Share                         $        0.05      $        0.08          $       0.14       $       0.13
                                            ===============     ==============        ==============     ==============

Average Shares Used in 
  the Computation                                  146,662            137,909               145,949            137,862
                                            ===============     ==============        ==============     ==============

Dividends Per Common Share                   $        0.05      $        0.05          $       0.10       $       0.10
                                            ===============     ==============        ==============     ==============



See notes to condensed consolidated financial statements.



                                        3




                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



C.  Condensed Statements of Consolidated Cash Flows (unaudited)
    (In thousands)




                                                                                  Six Months Ended June 30,
                                                                                 1996                       1995
                                                                          ----------------           ----------------
                                                                                                           
Cash Flows from Operations
    Net income                                                             $       20,429             $       17,739
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                                    55,361                     48,626
       Deferred taxes, minority interests and other                                23,799                     27,179
       Gains on disposals of assets                                                (2,750)                    (4,823)
       Effect of changes in operating working capital items                        12,481                     (2,806)
                                                                          ----------------           ----------------
    Net cash provided by operations                                               109,320                     85,915
                                                                          ----------------           ----------------

Investment Activities
    Decrease in short-term investments                                              2,557                         61
    Additions to property, plant and equipment                                    (69,475)                   (39,487)
    Proceeds from asset sales                                                      13,572                     10,163
    Purchase of HGAL minority interests                                            (6,435)                         -
    Purchase of interest in Snip mine                                             (39,279)                         -
    Other                                                                           1,692                        324
                                                                          ----------------           ----------------
    Net cash used in investment activities                                        (97,368)                   (28,939)
                                                                          ----------------           ----------------

Financing Activities
    Common shares issued                                                            2,349                      1,914
    Dividends paid - Homestake                                                    (14,674)                   (13,787)
                   - Prime minority interests                                      (1,099)                         -
                                                                          ----------------           ----------------
    Net cash used in financing activities                                         (13,424)                   (11,873)
                                                                          ----------------           ----------------

Net increase (decrease) in cash and equivalents                                    (1,472)                    45,103

Cash and equivalents, January 1                                                   145,957                    105,701
                                                                          ----------------           ----------------
Cash and equivalents, June 30                                              $      144,485             $      150,804
                                                                          ================           ================





See notes to condensed consolidated financial statements.



                                        4



                    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,
         1995.

         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.       In the fourth  quarter of 1995, the Company made an unconditional offer
         to acquire the 18.5% of  Homestake Gold of Australia  Limited  ("HGAL")
         it did  not already own.  Homestake  offered 0.089 of a Homestake share
         or  A$1.90 in cash for each of the 109.6  million  HGAL shares owned by
         the  public.  Through  December  31, 1995 a total of 38.9  million HGAL
         shares  were  acquired  at a  cost of $59.1  million,  including  $42.4
         million for  2.6 million  newly  issued  shares of the  Company,  $14.5
         million  in  cash   and  $2.2  million   of  transaction  expenses.  At
         December  31, 1995  Homestake  owned 88.1% of  the shares of HGAL.  The
         acquisition  was  completed  in the  first  quarter  of 1996  when  the
         remaining  70.7 million  publicly  held HGAL shares were acquired at a
         cost of  $105.8 million,  including $99.3 million for 6.0 million newly
         issued  shares of the Company, $5.0 million in cash and $1.5 million of
         transaction  expenses.  The total purchase price to acquire all of the 
         18.5% of HGAL held by the  minority  shareholders  was $164.9  million,
         including  $141.7 million  for 8.5 million  newly issued  shares of the
         Company,  $19.5  million  in cash  and  $3.7  million  of  transaction
         expenses. 

         The acquisition of the  HGAL minority interests was accounted for as a
         purchase.  For  accounting  purposes,  the HGAL shares  acquired in the
         fourth  quarter of 1995 and in the first quarter of 1996 are assumed to
         have been  acquired  effective  as of December  31, 1995 and January 1,
         1996,  respectively.  Based  upon the  total  purchase  price of $164.9
         million,  the excess of the purchase price paid over the net book value
         of the minority  interests  acquired was $140.7 million.  Substantially
         all of the excess purchase price is  attributable  to mineral  property
         interests  and is being  amortized  in  accordance  with the  Company's
         accounting policies for mineral properties.

         On a pro  forma  basis,  assuming  that  the  acquisition  of the  HGAL
         minority  interests occurred on January 1, 1995,  revenues,  net income
         and net income per share for the six  months  ended June 30,  1995 have
         been  estimated at $374.8  million,  $16.3 million and $0.11 per share,
         respectively. This pro forma information includes adjustments which are
         based on available  information and certain assumptions that management
         of the Company  believes are reasonable in the  circumstances.  The pro
         forma  information  does not purport to  represent  what the results of
         operations  actually  would have been had the  acquisition  of the HGAL
         minority  interests  occurred  on  January  1, 1995 or to  project  the
         results of operations for any future date or period.

3.       On April 30, 1996 the Company's 50.6%-owned subsidiary, Prime Resources
         Group Inc. ("Prime"), purchased Cominco Ltd.'s ("Cominco") 60% interest
         in the Snip mine in British Columbia for approximately $39.3 million in
         cash. The purchase price included Cominco's share of the mine's working
         capital. Prime now owns 100% of the Snip mine.

4.       In June 1996,  the Company paid $51.4  million  (A$65  million) to Gold
         Mines  of  Kalgoorlie  Limited  ("GMK")  to  purchase  all  rights  and
         entitlements under the  disproportionate  sharing arrangement  covering
         gold   production  from  a  portion  of  the  Super  Pit  operation  in
         Kalgoorlie,  Western Australia. The Company will now share equally with
         GMK in all gold produced at the Kalgoorlie operations.

                                        5



                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

5.       In March,  1996 the Company  received  proceeds of $5.5  million from a
         litigation recovery. A portion of the proceeds related to income taxes,
         and  accordingly,  income tax expense was reduced by $2.6 million.  The
         remaining balance of $2.9 million was credited to other income.

         Other income for the six months ended June 30, 1995  includes a gain of
         $2.7 million on the sale of the  Company's  28% equity  interest in the
         Torres  silver  mining  complex.  Proceeds  from this sale totaled $6.0
         million.

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 June 30, 1996 the Company had forward currency contracts outstanding
         as follows:


                  Amount Covered           Exchange Rates to U.S. Dollars         Expiration
Currency         (U.S. Dollars)              Minimum        Maximum                  Dates
- ---------------------------------------------------------------------------------------------
                                                                          
Canadian         $   93,800,000              0.67             0.77                 1996-1997
Australian           28,700,000              0.76             0.82                 1996-1997
                ----------------
                 $  122,500,000


7.       During 1994, the Company  entered into forward sales for 183,200 ounces
         of gold it expected to produce at the Nickel Plate mine during 1995 and
         1996.  The  purpose  of the  forward  sales  program  was to allow  for
         recovery of the Company's remaining  investment in the mine and provide
         for  estimated  reclamation  costs.  Gold  sales  for the three and six
         months ended June 30, 1996  include  sales under this program of 23,200
         ounces and 45,100  ounces at average  prices of $421 per ounce and $418
         per ounce, respectively.  Gold sales for the three and six months ended
         June 30, 1995  include  sales under this  program of 21,400  ounces and
         42,900  ounces at average  prices of $394 per ounce and $391 per ounce,
         respectively.  At June 30, 1996 forward  sales for 24,900  ounces at an
         average price of $427 per ounce remain outstanding.

8.       Effective  January 1, 1996 the Company  adopted  Statement of Financial
         Accounting  Standards No. ("SFAS") 121,  "Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS
         121  requires   that   long-lived   assets  and  certain   identifiable
         intangibles  be reviewed for impairment  whenever  events or changes in
         circumstances  indicate that the carrying amount of an asset may not be
         recoverable,  and, if deemed impaired,  measurement and recording of an
         impairment loss be based on the fair value of the asset which generally
         will be computed  using  discounted  cash flows.  Based on the carrying
         values and estimated  future  undiscounted  cash flows of the Company's
         long-lived  assets, the Company did not record a cumulative effect upon
         adopting SFAS 121.

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.

         An  18-mile  stretch  of  Whitewood  Creek in the Black  Hills of South
         Dakota  is a site on the  NPL.  The EPA  asserted  that  discharges  of
         tailings by mining companies,  including the Company, have contaminated
         soil and water for more than 100 years.  In 1990,  the Company signed a
         consent decree with the EPA requiring that the Company perform remedial
         work  on the  site  and  continue  long-term  monitoring.  The  on-site
         remedial work has been  completed and the consent decree was terminated
         on January 10, 1996. The EPA published a notice on November 30, 1995 of
         its intent to delete the site from the NPL. The Company estimates that


                                       6



                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         the remaining cost of monitoring,  including EPA oversight costs,  will
         be approximately $1 million.

         The Company'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.  The Company  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 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 $24
         million.

         Title  X of the  Energy  Policy  Act of  1992  (the  "Act")  authorized
         appropriations of $270 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 the past and future costs
         of  reclaiming  the Grants site in accordance  with Nuclear  Regulatory
         Commission license requirements. The accompanying balance sheet at June
         30, 1996  includes a receivable of $18.7 million for the DOE's share of
         reclamation  expenditures made by the Company through 1995. The Company
         believes that its share of the estimated  remaining  cost of reclaiming
         the  Grants  facility,  net of  estimated  proceeds  from the  ultimate
         disposals  of  related  assets,  is  fully  provided  in the  financial
         statements at June 30, 1996.

         In 1983,  the state of New Mexico made a claim  against the Company for
         unspecified   natural  resource  damages   resulting  from  the  Grants
         tailings.  The state of South Dakota made a similar  claim in 1983 with
         respect  to the  Whitewood  Creek  tailings.  The  Company  denies  all
         liability  for  damages at the two CERCLA  sites.  The two states  have
         taken no action to enforce the 1983 claims.

         In  addition to the above,  the  Company is party to legal  actions and
         administrative  proceedings  and is  subject  to claims  arising in the
         ordinary course of business.

         The Company believes that the ultimate  resolution of the above matters
         will not have a material  adverse impact on its financial  condition or
         results of operations.


                                       7


                    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  including  the
Company's  interests  in mining  partnerships  accounted  for  using the  equity
method,  without  reduction for minority  interests.  Effective  January 1, 1996
Homestake adopted the "Gold Institute Production Cost Standard" for reporting of
per ounce production costs. All per ounce production costs in this Form 10-Q are
presented on this basis.)

Results of Operations

Homestake  recorded  net income of $6.8  million  or $0.05 per share  during the
second  quarter of 1996  compared  to net  income of $11.2  million or $0.08 per
share during the second quarter of 1995. The decrease in second quarter earnings
primarily  was due to a 56%  increase  in  exploration  expenditures  and higher
production  costs.  Year-to-date  1996 net income of $20.4  million or $0.14 per
share  compares to  year-to-date  1995 net income of $17.7  million or $0.13 per
share. The increased 1996  year-to-date  earnings reflect higher  production and
sales  volumes and a higher  average  realized gold price,  partially  offset by
increased  exploration  expenditures  and lower  returns  from the Main Pass 299
sulphur  operations.  In addition,  the 1996  year-to-date  results include $5.5
million of proceeds ($4.9 million after tax) from a litigation recovery.

Gold  production  increased by 9,200 ounces to a record 505,900 ounces  produced
during the 1996 second  quarter from 496,700  ounces  produced  during the prior
year's second  quarter.  Revenues from gold and ore sales totaled $186.7 million
during the second  quarter of 1996 compared to $178.2  million during the second
quarter of 1995.  During the 1996 second quarter,  512,100  equivalent ounces of
gold were  sold at an  average  realized  price of $389 per  ounce  compared  to
495,600  equivalent ounces of gold sold at an average realized price of $388 per
ounce during the 1995 second quarter.

Domestic  production  decreased  slightly  to 201,200  ounces  during the second
quarter of 1996 from  201,700  ounces  during the prior year's  second  quarter,
primarily due to lower production at the McLaughlin mine in northern  California
and the  cessation  of gold  production  in 1995 at the Santa Fe mine in Nevada,
partially offset by higher production at the Round Mountain mine in Nevada.  The
McLaughlin  mine  produced  60,700  ounces  during  the  second  quarter of 1996
compared to 63,700 ounces during the second quarter of 1995. Although total cash
costs rose to $200 per ounce during the 1996 second  quarter from $174 per ounce
during  the 1995  second  quarter,  the  increase  was  substantially  less than
expected due to a  higher-than-anticipated  recovery rate.  Mining operations at
McLaughlin  ceased  on June 27,  1996 as the  orebody  has been  exhausted.  The
autoclaves  were  decommissioned  on June 28,  1996.  For the next seven  years,
lower-grade   stockpiled   ore  will  be   processed   through  a   conventional
carbon-in-pulp  circuit. Gold production is projected at 120,000 ounces for 1997
compared to an estimated  180,000  ounces for the current year.  During the 1996
second quarter,  the Round Mountain mine produced 28,800 ounces,  a 43% increase
over the 1995 second quarter  production of 20,100 ounces. The higher production
and  corresponding  decrease in total cash costs to $230 per ounce from $240 per
ounce during the prior year's second  quarter are a result of an increase in the
leaching  capacity at the dedicated  pad. At the Homestake mine in South Dakota,
gold production  during the second quarter of 1996 was 103,200 ounces,  slightly
exceeding the 102,400 ounces produced  during the second quarter of 1995.  Total
cash costs increased by 3% to $300 per ounce during the 1996 second quarter from
$291 per ounce during the 1995 second quarter.

Overall foreign gold  production  during the second quarter of 1996 increased by
3% to 304,700  ounces over the prior year's  second  quarter,  primarily  due to
production  increases  at the David  Bell and Snip  mines in  Canada,  partially
offset by production decreases at the Eskay Creek mine in British Columbia. Gold
production  during the 1996 second  quarter at the David Bell mine  increased to
29,700 ounces from 20,100 ounces during the 1995 second quarter. The increase

                                       8



                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

in  production  resulted in a  significant  decline in  total cash costs to $134
per ounce  during  the  second  quarter  of 1996 from $199 per ounce  during the
second  quarter of 1995. In 1995,  ground  stability  problems near the adjacent
Golden Giant mine shaft confined mining operations to lower-grade stopes. At the
Snip mine,  gold  production  was 21,200 ounces  during the 1996 second  quarter
compared to 13,800 ounces during the 1995 second quarter.  Prime Resources Group
Inc. ("Prime"), a 50.6%-owned subsidiary of Homestake,  became the sole owner of
the Snip mine on April 30, 1996 when it purchased Cominco Ltd.'s ("Cominco") 60%
interest in this mine for $39.3  million.  Total cash costs  increased from $170
per ounce during the second  quarter of 1995 to $192 per ounce during the second
quarter of 1996,  primarily due to a 9% decline in ore grade,  fewer tons milled
and a higher  proportion of ore mined from  conventional  stopes versus  larger,
mechanized stopes.  Production of gold equivalent ounces at the Eskay Creek mine
amounted to 94,800  payable  ounces at a total cash cost of $173 per  equivalent
ounce during the 1996 second  quarter  compared to 100,900  payable  ounces at a
total cash cost of $182 per equivalent ounce during the 1995 second quarter. The
gold grade  returned to the reserve grade average  during the second  quarter of
1996 after being significantly higher during the previous year's second quarter.

Homestake  Gold of  Australia  Limited's  ("HGAL")  share of  production  at the
Kalgoorlie  operations in Western Australia  decreased slightly to 77,200 ounces
during the 1996 second  quarter  from  77,800  ounces  produced  during the 1995
second quarter. Total cash costs, however, were substantially higher at $344 per
ounce  during the second  quarter of 1996  compared to $293 per ounce during the
prior year's  second  quarter.  The increased  total cash costs  primarily are a
result of an 11% decrease in ore grade and a stronger  Australian dollar.  Total
cash costs measured in local currency increased by only 7%.

The Company's  total  consolidated  cash  cost per ounce  was  $246  during  the
second quarter of 1996 compared to $239 during the second quarter of 1995.

Year-to-date  1996  revenues  from gold and ore sales of $370.2  million were 9%
higher than year-to-date 1995 revenues of $338.1 million, reflecting higher gold
sales volumes and a higher  average  realized gold price.  The higher gold sales
volumes  primarily are  attributable to production  increases at the Eskay Creek
and David Bell mines and a 4,100  ounce  decrease  in  finished  gold  inventory
during the 1996 first half  compared to a 5,300 ounce  increase  during the 1995
first half. The Company's 1996 year-to-date average realized gold price was $395
per ounce  compared to $385 per ounce for the 1995  year-to-date  period.  Total
cash costs for the first six months of 1996 were $252 per ounce,  $2 higher than
the prior year's first half.

The Company's share of revenues from Main Pass 299 sulphur  operations  declined
to $7.4  million  during  the second  quarter of 1996 from $10.2  million in the
second quarter of 1995.  This decrease  primarily is due to a weakening  sulphur
market and lower  sulphur  prices,  partially  offset by higher oil  prices.  In
response to the weaker sulphur market, Main Pass 299 operations have temporarily
reduced  production  levels.  During the 1996  second  quarter,  78,700  tons of
sulphur were  produced  (Homestake's  share)  compared to 91,200 tons of sulphur
produced during the 1995 second quarter.  Operating  earnings from Main Pass 299
were $0.8  million  during the second  quarter of 1996  compared to $1.3 million
during the second quarter of 1995. Year-to-date 1996 revenues from Main Pass 299
were $15.8 million compared to year-to-date 1995 revenues of $22.4 million,  and
year-to-date  1996 operating  income declined to $1.1 million from  year-to-date
1995 operating income of $3.4 million.

Depreciation,  depletion  and  amortization  expense  increased to $29.0 million
during the second  quarter of 1996 from $25.6 million  during the second quarter
of 1995.  This increase  primarily is due to higher  production  and  additional
amortization relating to the purchase of the HGAL minority interests.

Exploration  expense  increased to $17.6 million  during the first six months of
1996  compared  to  $12.2  million  during the  first six months of 1995. This 
increase  primarily is due to increased


                                       9



                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

activity at the Chelopech  feasibility study in Bulgaria,  the Agua de la
Falda and El Foco projects in Chile and  Venezuela  and the Homestake  mine Open
Cut project,  in addition to exploration  work at the Eskay Creek and Snip mines
and at the White Pine and Mountain View projects in Nevada.  The higher level of
exploration expenditures will continue throughout the second half of 1996 as the
Company pursues numerous exploration targets and prospects.

The  Company's  general  policy is to sell its  production  at  current  prices.
However, in certain limited  circumstances,  the Company will enter into forward
sales  commitments for small portions of its gold  production.  During 1994, the
Company  entered  into forward  sales for 183,200  ounces of gold it expected to
produce  at the Nickel  Plate  mine  during  1995 and 1996.  The  purpose of the
forward  sales  program  was to allow for  recovery of the  Company's  remaining
investment in the mine and provide for estimated  reclamation  costs. Gold sales
for the three and six  months  ended  June 30,  1996  include  sales  under this
program of 23,200 ounces and 45,100  ounces at average  prices of $421 per ounce
and $418 per ounce, respectively.  Gold sales for the three and six months ended
June 30,  1995  include  sales  under this  program of 21,400  ounces and 42,900
ounces at average prices of $394 per ounce and $391 per ounce, respectively.  At
June 30, 1996 forward  sales for 24,900  ounces at an average  price of $427 per
ounce remain outstanding.

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 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
Australian and Canadian dollars. At June 30, 1996 there were no unrealized gains
or losses on open contracts.

Other  income for the first six months of 1996  includes  $2.9 million of income
related to the litigation  recovery,  a $1.7 million gain on the sale of certain
exploration  properties in Australia,  $1.4 million of royalty income, and a net
foreign currency  exchange gain of $1.2 million.  Other income for the first six
months  of  1995  includes  a $2.7  million  gain on the  sale of the  Company's
interest  in the  Torres  mining  complex,  a $1.9  million  gain on the sale of
certain exploration properties in Australia,  $1.2 million of royalty income and
a net foreign currency exchange loss of $1.8 million.

Income and mining tax expense for the first half of 1996 includes a $2.6 million
credit with  respect to the  litigation  recovery  relating to  previously  paid
income taxes.  Excluding this credit,  the Company's  income and mining tax rate
for the first half of 1996 was 54%  compared to 50% for the prior  year's  first
half.  The  Company's  consolidated  effective  income  and mining tax rate will
fluctuate depending on the geographical mix of its pretax income.



                                       10



                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


The following charts detail  Homestake's  gold production,  cash operating costs
and total  cash  costs per  ounce by  location,  and  consolidated  revenue  and
production costs per ounce.

For the three months ended June 30:




                                             Production             Cash Operating Costs (4)         Total Cash Costs
                                       (Ounces in thousands)           (Dollars per ounce)         (Dollars per ounce)
Mine (Percentage interest)              1996           1995            1996          1995            1996           1995
- --------------------------         -------------------------      ------------------------      -------------------------
                                                                                                   
Homestake (100)                          103.2          102.4          $289          $279            $300           $291
McLaughlin (100)                          60.7           63.7           191           166             200            174
Round Mountain (25)                       28.8           20.1           207           216             230            240
Marigold (33)                              5.9            6.0           254           224             288            256
Pinson (26)                                2.6            2.9           348           312             370            320
Santa Fe (100)                             -              6.6             -            95               -            116
                                      ----------    -----------
    Total United States                  201.2          201.7

Eskay Creek (100) (1,2)                   94.8          100.9           170           179             173            182
Williams (50)                             51.4           52.9           218           212             225            220
David Bell (50)                           29.7           20.1           122           187             134            199
Quarter Claim (25)                         2.8            2.7           156           111             167            123
Nickel Plate (100)                        25.1           22.4           329           367             329            367
Snip (100) (2,3)                          21.2           13.8           192           170             192            170
                                      ----------    -----------
     Total Canada                        225.0          212.8

Kalgoorlie, Australia (50)                77.2           77.8           344           293             344            293

El Hueso, Chile (100)                      2.5            4.4           222           448             222            448
                                      ----------    -----------

Total Production                         505.9          496.7          $238          $232            $246           $239
Less Minority Interests                  (57.3)         (71.1)
                                      ----------    -----------
Homestake's Share                        448.6          425.6
                                      ==========    ===========



For the six months ended June 30:



                                          Production               Cash Operating Costs (4)          Total Cash Costs
                                       (Ounces in thousands)         (Dollars per ounce)           (Dollars per ounce)
Mine (Percentage interest)              1996           1995            1996          1995            1996           1995
- --------------------------           -------------------------      ------------------------      -------------------------
                                                                                                  
Homestake (100)                          208.5          201.1          $283          $286            $296           $297
McLaughlin (100)                         114.8          115.9           229           216             237            224
Round Mountain (25)                       48.7           43.1           229           228             254            251
Marigold (33)                             12.8           10.7           228           240             263            271
Pinson (26)                                4.8            5.3           398           356             419            363
Santa Fe (100)                             -             11.9             -           114               -            136
                                      ----------    -----------
    Total United States                  389.6          388.0

Eskay Creek (100) (1,2)                  194.2          166.1           164           181             167            183
Williams (50)                             95.0          101.0           238           219             246            227
David Bell (50)                           52.5           36.5           146           212             158            223
Quarter Claim (25)                         5.6            3.7           156           147             167            158
Nickel Plate (100)                        51.8           43.9           329           354             329            354
Snip (100) (2,3)                          33.0           26.4           190           166             190            166
                                      ----------    -----------
     Total Canada                        432.1          377.6

Kalgoorlie, Australia (50)               167.4          166.7           322           274             322            274

El Hueso, Chile (100)                      4.9           13.2           231           412             231            412
                                      ----------    -----------

Total Production                         994.0          945.5          $244          $243            $252           $250
Less Minority Interests                 (112.2)        (126.0)
                                      ----------    -----------
Homestake's Share                        881.8          819.5
                                      ==========    ===========


                                       11


                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES



                                                       Three Months Ended              Six Months Ended
                                                             June 30,                      June 30,
Per Ounce of Gold                                      1996            1995          1996            1995
- -----------------                               ---------------------------    --------------------------
                                                                                          
Revenue                                                $389            $388          $395            $385
Cash Operating Costs (4)                                238             232           244             243
Other Cash Costs (5)                                      8               7             8               7
Noncash Costs  (6)                                       57              48            55              49

<FN>
     (1)  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 74 ounces and
          71  ounces  of silver  equals  one ounce of gold for the three  months
          ended  June 30,  1996 and 1995,  respectively,  and 73  ounces  and 75
          ounces of silver  equals  one ounce of gold for the six  months  ended
          June 30, 1996 and 1995, respectively.  Eskay Creek production includes
          51,700  (60,800 in 1995)  payable  ounces of gold and 3.2 million (2.9
          million in 1995)  payable  ounces of silver  contained  in ore sold to
          smelters in the second quarter,  and 111,700 (103,800 in 1995) payable
          ounces of gold and 6.0 million (4.7 million in 1995) payable ounces of
          silver contained in ore sold to smelters in the year-to-date period.

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

     (3)  Includes  ounces of gold contained in dore and  concentrates.  Prime's
          ownership  percentage  in the  Snip  mine  increased  from 40% to 100%
          effective April 30, 1996.

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

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

     (6)  Noncash costs are costs that  typically are accounted for ratably over
          the life of an  operation;  includes  depreciation,  depletion,  final
          reclamation  and the  amortization  of the  economic  cost of property
          acquisitions,  but  excludes  amortization  of SFAS 109  deferred  tax
          purchase adjustments relating to property acquisitions.



Liquidity and Capital Resources

Cash provided by operations  totaled  $109.3  million in the first six months of
1996 compared to $85.9 million in the first six months of 1995.  Working capital
at June 30, 1996 amounted to $257.2  million,  including  $208.3 million of cash
and equivalents and short-term investments.

Capital  additions  of $69.5  million for the first half of 1996  include  $51.7
million at the Kalgoorlie  operations,  primarily for the purchase of all rights
and entitlements under the disproportionate sharing arrangement, $3.1 million at
the advanced-stage  Ruby Hill project in Nevada,  $2.4 million at the McLaughlin
mine for  construction  of a tailings  lift,  and $2.9 million at the  Homestake
mine, primarily for numerous projects related to improving the efficiency of the
mine.  Capital  additions of $39.5 million during the first half of 1995 include
$31.8  million at the  Kalgoorlie  operations  primarily  for the Fimiston  mill
expansion.

                                       12


                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


In the fourth  quarter  of 1995,  the  Company  made an  unconditional  offer to
acquire the 18.5% of  Homestake  Gold of Australia  Limited  ("HGAL") it did not
already own.  Homestake offered 0.089 of a Homestake share or A$1.90 in cash for
each of the 109.6 million HGAL shares owned by the public.  Through December 31,
1995 a total  of 38.9  million  HGAL  shares  were  acquired  at a cost of $59.1
million,  including  $42.4  million for 2.6 million  newly issued  shares of the
Company,  $14.5 million  in  cash and  $2.2 million of  transaction expenses. At
December 31, 1995 Homestake  owned 88.1% of the shares of HGAL. The  acquisition
was completed in the 1996 first quarter when the remaining 70.7 million publicly
held HGAL shares  were  acquired at a cost of $105.8  million,  including  $99.3
million for 6.0 million newly issued shares of the Company, $5.0 million in cash
and $1.5 million of  transaction  expenses.  The total purchase price to acquire
all of the 18.5% of HGAL  held by  minority  shareholders  was  $164.9  million,
including  $141.7  million for 8.5 million  newly issued  shares of the Company,
$19.5 million in cash and $3.7 million of transaction expenses.

In March 1996, the Company  exercised its option which will permit  Homestake to
acquire  from Navan  Resources  plc  ("Navan")  up to a 34% interest in Bimak AD
("Bimak"),  the owner of the  Chelopech  gold/copper  operations  in Bulgaria by
investing an additional $48.0 million.  Homestake acquired the option in 1995 in
connection  with its  investment  of $24.0  million to acquire a 10% interest of
Navan,  an Irish public company with diverse  mineral  interests in Europe.  The
Company initially will advance up to $12.0 million,  subject to the satisfaction
of certain conditions, principally receipt of certain permits from the Bulgarian
government  for the  expansion  of mining at  Chelopech  from 500,000 to 750,000
metric  tons per year  and for  construction  of a  roaster.  Investment  of the
remaining $36 million is conditional  upon subsequent  approval by the Bulgarian
government,  Navan and  Homestake of a further mine and mill  expansion  and the
securing of expansion financing.

On April  30,  1996  the  Company's  50.6%-owned  subsidiary,  Prime,  purchased
Cominco's 60% interest in the Snip mine for $39.3 million. The purchase included
Cominco's share of the mine's working  capital.  Prime now owns 100% of the Snip
mine.

In June 1996,  the Company paid $51.4  million  (A$65  million) to Gold Mines of
Kalgoorlie  Limited  ("GMK") to purchase all rights and  entitlements  under the
disproportionate  sharing arrangement covering gold production from a portion of
the Super Pit operation in Kalgoorlie,  Western Australia.  The Company will now
share equally with GMK in all gold produced at the Kalgoorlie operations.

The Company has a $150  million  revolving  credit  facility  which is available
through September 30, 2000. This facility provides for borrowings denominated in
United States dollars,  Canadian  dollars,  ounces of gold or any combination of
these.  The  credit  agreement   includes  a  minimum   consolidated  net  worth
requirement of $500 million. No amounts have been borrowed under this facility.

Future results will be impacted by such factors as the market price of gold, 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  and
anticipated dividends.

Other

In 1995, in connection with Homestake's acquisition of the minority interests in
Homestake Gold of Australia  Limited,  Homestake issued a financial forecast for
the year ended  December 31, 1996.  The forecast was required  under  applicable
Australian  law. The forecast was based upon a variety of assumptions  regarding
gold  production,  the  price of gold,  exchange  rates  and  other  significant
matters.  Based on an assumed average gold price of $395 per ounce, the forecast
estimated 1996 after-tax net income of $30.2 million ($0.21 per share).


                                       13


                 HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Homestake's  earnings  are  very  sensitive  to  changes  in the  price of gold.
Homestake's  actual  realized price during the first six months of 1996 was $395
per ounce.  The  average  realized  price of gold  during July 1996 was $385 per
ounce. If Homestake  realizes an average price of gold of $395 per ounce for the
last six months of 1996, Homestake does not expect that there will be a material
difference  between actual and forecasted net income or net income per share for
1996.  If Homestake  were to realize an average  price of $390 per ounce (rather
than  $395  per  ounce)  of gold  for the last  six  months  of 1996,  Homestake
estimates  that the effect on net income would be  approximately  $2.7  million,
with a  comparable  change  in net  income  for each $5  change  in the  average
realized  price of gold for the last six months of 1996.  The foregoing does not
reflect any gain which may be recognized with respect to the recently  announced
pending  sale of the  Back  River/George  Lake  properties  in  Canada  or other
possible non-recurring events that might occur during the remainder of 1996.

The forecast also estimated a net increase in cash and cash  equivalents for the
year 1996 in the amount of $24.4 million.  Homestake now estimates that cash and
cash  equivalents at December 31, 1996 will be  approximately  $50 million lower
than  estimated in the forecast,  principally  due to the purchase of all rights
and  entitlements  under  the  disproportionate  sharing  arrangement  for $51.4
million and the purchase of the 60% interest in the Snip mine for $39.3 million,
partially  offset  by  the  timing  of  other  exploration/development   project
expenditures.

Certain  of the  foregoing  statements  and  the  forecast  are  forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of
1995,  and are  qualified  in their  entirety  by  reference  to the  Cautionary
Statements included elsewhere in this Form 10-Q Report.

                                       14


                HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

HGAL  and GMK each own a 50%  interest  in the  Kalgoorlie  gold  operations  in
Western Australia.  Under applicable  agreements,  GMK was entitled to more than
50% of the gold  production  from the first 32.5  million  metric  tonnes of ore
sourced from a specific area of the Kalgoorlie  operations.  The  entitlement in
excess of 50%,  called the  "disproportionate  share,"  was  calculated  under a
formula linked to gold prices, production costs and capital costs.

As reported in  Registrant's  Form 10-K Report for the year ended  December  31,
1995, HGAL and GMK disagreed in respect of the interpretation and application of
the formula for  calculating  the  disproportionate  share.  Also as reported by
Registrant, on October 20, 1995, HGAL had been served with a writ of summons and
statement of claim by GMK,  North Kalgurli Mines Ltd, et al v. Homestake Gold of
Australia Limited,  et al, Supreme Court of Western Australia,  Civ. No. 2037 of
1995. In the action,  GMK claimed damages in respect of alleged past calculation
and  underpayment  of  the  disproportionate   share  and  sought  a  number  of
declarations  relating to the  interpretation  and application of the formula in
the future.

As reported in  Registrant's  Form 8-K Report dated June 13, 1996,  HGAL and GMK
agreed that HGAL would purchase all of GMK's rights and  entitlements  under the
disproportionate sharing agreement for $51.4 million (A$65 million). On June 19,
1996 HGAL paid the agreed-upon purchase price of $51.4 million (A$65 million) in
cash to GMK. As a result,  the parties will now share equally in gold production
from the Kalgoorlie operations. In addition, the above referenced litigation has
been dismissed.


Item 4 - Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on May 14, 1996,  shareholders  voted
on and approved (i) the election of four Class III  Directors to serve until the
1999 Annual Meeting, (ii) the approval of the Stock Option and Share Rights Plan
- - 1996, and (iii) the  appointment  of Coopers & Lybrand  L.L.P.  as independent
auditors for 1996. Shareholder votes were as follows:

     (i) Election of four Class III Directors:

                                   Votes for              Votes Withheld
         Harry M. Conger          102,506,489                 1,791,453
         G. Robert Durham         102,518,540                 1,779,402
         Robert K. Jaedicke       102,422,576                 1,875,366
         Carol A. Rae             102,330,325                 1,967,617

         In addition to the aforementioned  directors,  the following directors
         continued in office: M. Norman Anderson, Robert H. Clark, Jr., Douglas
         W.  Fuerstenau,  Henry  G.  Grundstedt,   William  A.  Humphrey,  John
         Neerhout,  Jr.,  Stuart  T.  Peeler,  Berne  A.  Schepman  and Jack E.
         Thompson.

     (ii)Approval of the Stock Option and Share Rights Plan - 1996:

           Votes for             Votes Against             Abstain
           95,680,807              7,454,359                 1,162,775

     (iii)Approval of the appointment of Coopers & Lybrand L.L.P. as independent
          auditors:

           Votes for             Votes Against                   Abstain
           103,382,330               371,547                   544,064

                                       15


               HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Item 5 - Other Information

CAUTIONARY  STATEMENT FOR PURPOSES OF THE SAFE HARBOR  PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

Homestake Mining Company's reports, filings, press releases and oral discussions
with analysts and others may contain forward looking statements.  The purpose of
this  cautionary   statement  is  to  identify  certain  important  factors  and
assumptions  on which  forward  looking  statements  may be based or which could
cause actual results to differ  materially  from those  expressed in the forward
looking statements.

Risk of Gold  Mining.  The  business  of mineral  exploration,  development  and
production by its nature involves  significant  risks.  Among other things,  the
business  depends on  successful  location of mineable ore reserves and skillful
management.  Mineral exploration is highly speculative in nature,  involves many
risks and frequently is  non-productive.  Once  mineralization is discovered and
determined to be  economically  exploitable,  it usually takes a number of years
from the initial phases of exploration until production commences,  during which
time the economic feasibility of production may change. Substantial expenditures
are required to establish ore reserves through  drilling,  to determine means of
production  and  metallurgical  processes to extract the metal from ore, and, in
the case of new properties, to construct mining and processing facilities.

Mining is subject to a variety of risks and  hazards,  including  rock falls and
slides, cave-ins,  flooding and other weather conditions, and other acts of God.
The Company maintains and intends to continue to maintain property and liability
insurance  consistent  with  industry  practice,  but  such  insurance  contains
exclusions and limitations on coverage. For example,  coverage for environmental
liability generally is limited and may be totally  unavailable.  There can be no
assurances  that  insurance  will  continue  to  be  available  at  economically
acceptable premiums. Production costs also can be affected by unforeseen changes
in ore grades and recoveries,  permitting  requirements,  environmental factors,
work  interruptions,  operating  circumstances  and ore  reserves,  unstable  or
unexpected ground conditions, and technical issues.

Mining  operations and exploration are conducted in a number of countries.  Some
countries  have  higher  levels of  political  and  economic  risk than  others,
including potential for such factors as government  instability,  uncertainty of
laws and legal enforcement and compliance, defects in or uncertainty as to title
to mining  property,  expropriation  of property,  restrictions  on  production,
export controls, currency inconvertibility, inflation and other general economic
and political uncertainties.

Estimates  of  Production.  Estimates  of  future  production  and mine life for
particular  properties and  production  estimates for the Company as a whole are
derived from annual mining plans that have been developed  based on, among other
things,  mining  experience,  reserve  estimates,  assumptions  regarding ground
conditions and physical  characteristics  of ores (such as hardness and presence
or absence of metallurgical  characteristics),  and estimated rates and costs of
production.  Actual production may vary from estimates for a variety of reasons,
including  risks and hazards of the type discussed  above,  and actual ore mined
varying from estimates of grade and  characteristics,  mining dilution,  strikes
and other actions by labor at unionized locations, and other factors.  Estimates
of production  from properties not yet in production or from operations that are
to be  expanded  are based on similar  factors  (including,  in some  instances,
feasibility  reports prepared by company  personnel and/or outside  consultants)
but, as such estimates do not have the benefit of actual experience,  there is a
greater likelihood that actual results will vary from the estimates.

Estimates of Operating Costs and Capital Costs;  Capital Projects.  Estimates of
total cash costs for existing operations are developed based on past experience,
reserve and production estimates,  anticipated mining and ground conditions, and
estimated costs of materials, supplies,


                                       16


               HOMESTAKE MINING COMPANY AND SUBSIDIARIES


utilities and other items. Estimates of amortization of non-cash costs are based
on total capital costs and reserve  estimates and change at least annually based
on actual  amounts  of  unamortized  capital  and  changes  in  mineral  reserve
estimates.  If the net book value of property,  plant and equipment  exceeds the
estimated future undiscounted cash flows from that mine, then an impairment loss
would be  recognized as an  expense based on  the discounted  cash  flows in the
period such evaluation is made.

Estimates for  reclamation  and  environmental  remediation  costs are developed
based on existing and expected legal requirements,  past reclamation experience,
cost  estimates  provided by third-  parties and other  factors.  Estimates also
reflect  assumptions with respect to actions of government  agencies,  including
exercise of discretion  and the amount of time  government  agencies may take in
completing  processes  required  under  applicable  laws and  regulations.  As a
result,  final  costs  may  vary  significantly  from  estimates.   The  Company
periodically reevaluates its reclamation cost estimates and reclamation reserves
to take account of such factors.

Estimates  of future  capital  costs are based on a variety of  factors  and may
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 (which may be prepared by
company  personnel and/or outside  consultants) and other factors.  Capital cost
estimates for new operations under development  generally are subject to greater
uncertainties than additional capital costs for existing operations.

Estimated  periods for completion of capital projects are based on many factors,
including the  Company's  experience  in bringing  capital  projects on line and
estimates provided by and contract terms with contractors,  engineers, suppliers
and others  involved in design and  construction  of  projects.  Estimates  also
reflect  assumptions  with respect to factors beyond the control of the Company,
including but not limited to the time government agencies may take in processing
applications,  issuing permits and otherwise completing processes required under
applicable   laws  and   regulations.   Actual  time  to  completion   may  vary
significantly from estimates.

Estimates  of  exploration  costs  are  based  upon  many  factors  such as past
exploration  costs,  estimates of the level and cost of future  activities,  and
assumptions  regarding  anticipated results on each property.  Actual costs vary
during the year as a result of such factors as actual exploration results (which
could  result  in   increasing  or  decreasing   expenditures   for   particular
properties), changed conditions, and acquisition and disposition of property.

Price Fluctuations;  Forward Sales. The results of the Company's  operations are
affected  significantly by the market price of gold and, to a lesser extent, the
market  price of silver.  Gold and  silver  prices are  influenced  by  numerous
factors over which Homestake has no control, including expectations with respect
to the rate of inflation,  the relative strength of the United States dollar and
certain other currencies (principally Canadian and Australian dollars), interest
rates,  global or regional political or economic crises,  demand for jewelry and
industrial  products  containing  gold and  silver,  speculation,  and  sales by
central  banks and other holders and producers of gold and silver in response to
these  factors.  The supply of gold and silver  consists of a combination of new
mine  production and sales from existing  stocks of bullion and fabricated  gold
and silver held by governments,  public and private financial institutions,  and
individuals.

Homestake's  general  policy is to sell its production at current prices and not
to enter into forward  sales,  derivatives or other hedging  arrangements  which
establish  a price  for the sale of  future  gold and  silver  production.  As a
result, in general,  Homestake's  profitability is fully exposed to fluctuations
in the current price of gold and silver in world  markets.  Homestake's  average
realized  selling  prices of gold and  silver  were  US$386  and US$5 per ounce,
respectively  in 1995. In certain  limited  circumstances,  Homestake will enter
into forward sales commitments for small portions of its production.


                                       17


              HOMESTAKE MINING COMPANY AND SUBSIDIARIES

The  Company's  results are also affected to a lesser degree by the market price
for  sulphur  and for oil.  Oil prices are  affected  principally  by supply and
demand for  gasoline  and fuel oil as well as global or  regional  political  or
economic  crises.  Sulphur  prices are  affected  principally  by the demand for
fertilizer  and the  availability  of by-product  sulphur  recovered  during the
refining and processing of oil and natural gas.

Currency  Fluctuations.  Gold is sold throughout the world  principally based on
the United States dollar price, but operating expenses for gold mining companies
are incurred principally in local currencies. Homestake's operations principally
are based in the United States,  Canada and Australia.  Homestake's Canadian and
Australian  subsidiaries  engage in currency  hedging  programs in Canadian  and
Australian dollars to protect against significant currency fluctuations relative
to the United States dollar.

Regulation. Homestake's mining operations and exploration activities are subject
to extensive  regulation  governing  development,  production,  labor standards,
occupational  health,  waste disposal,  use of toxic  substances,  environmental
regulation,  mine safety,  and other  matters in all  jurisdictions  in which it
operates. Changes in regulations can have material impacts on anticipated levels
of  production,  costs and  profitability.  There can be no  assurance  that all
required  permits and  government  approvals can be secured and maintained on an
economic basis.

There is a prospect  that the United  States  mining law will be amended.  Under
current law, persons staking  unpatented  mining claims on United States federal
government  property open to  exploration  (unpatented  mining  claims),  on the
making  and  documenting  of  a  discovery  of  gold  or  silver  in  commercial
quantities,  are entitled to mine the property  without payment of royalties and
to secure title to the property  (patented mining claims) at nominal cost. Under
proposals  made in recent  years to amend the  mining  law,  the  United  States
government  would be entitled to receive  royalties based on either the gross or
net value of production  from  government-owned  property.  This would have only
minimal  impact on  Homestake's  current  operations,  as  substantially  all of
Homestake's  current  operations in the United States are conducted on privately
held land. However, the Ruby Hill project currently under development is located
on unpatented  mining  claims.  It is possible that Homestake may be required to
pay  royalties  on  production  from  that  property  when  it  is  placed  into
production, which would increase the production cost over current estimates, but
the amount of the increase,  if any, is not predictable.  Expansion at the Round
Mountain mine also may occur on government-owned property, as to which royalties
similarly might be payable. Should the mining law be so amended, it could reduce
the amount of future exploration and development activity conducted by Homestake
on federal government-owned property in the United States.

Taxes.  Homestake's operations are conducted in a number of jurisdictions,  with
differing  rates of  taxation.  Homestake's  income and  mining  taxes have been
higher in 1995 and 1996 than in prior years in part because a  substantial  part
of its income is derived from Canada, which has a combined income and mining tax
rate which is  significantly  higher than income tax rates in the United  States
and Australia. Also, under current circumstances,  there is only limited ability
to utilize foreign tax credits in calculating  Homestake's  United States income
taxes.

Reserves.  Reported ore reserves reflect estimated quantities and grades of gold
and  silver  in  in-situ  deposits  and in  stockpiles  of mined  material  that
Homestake  believes  can be mined and sold at prices  sufficient  to recover the
estimated future cash costs of production, remaining investment, and anticipated
additional  capital  expenditures.  Estimates of cost of production are based on
current and projected costs taking into account past experience and expectations
as  to  the  future.   Estimated   mining  dilution  is  factored  into  reserve
calculations.

Ore reserves are reported as general indicators of the life of mineral deposits.
Reserves  should  not be  interpreted  as  assurances  of mine  lives  or of the
profitability of current or future

                                       18



              HOMESTAKE MINING COMPANY AND SUBSIDIARIES


operations.  Reserves are  estimated  for each  property  based upon factors
relevant to each deposit.  Reserves  numbers are  estimates  based upon drilling
results,  past  experience  with property,  experience of the persons making the
reserve estimates and many other factors.  Reserve estimation is an interpretive
process based upon available data, and the actual quality and characteristics of
ore bodies cannot be known until mining actually has taken place.

Changes  in  reserves  over  time  generally  reflect  (i)  efforts  to  develop
additional  reserves,  (ii) depletion of existing  reserves through  production,
(iii) actual  mining  experience,  (iv)  continued  testing and  development  of
additional  information,  and  (v)  price  forecasts.  Grades  of  ore  actually
processed may be different  from the stated  reserve  grades because of geologic
variations in different areas mined,  mining dilution,  losses in processing and
other factors.  Recovery rates vary with the metallurgical  characteristics  and
grade of ore processed.

Gold and silver  reserves for  properties  operated by Homestake are prepared by
the  Company.  Gold and silver ore  reserves  for  properties  not  operated  by
Homestake  are based on  information  provided  to  Homestake  by the  operator.
Homestake  periodically  reviews  such  information  but does not  independently
confirm the information  provided by these operators.  Homestake used a price of
US$375 per ounce of gold in its  preparation  of reserves  estimates at December
31, 1995.

Homestake's sulphur reserves  represent the quantity of sulphur in the Main Pass
299 deposit for which geological, engineering and marketing data give reasonable
assurance of recovery and sale under projected economic and operating conditions
at prices sufficient to cover the estimated future cash costs of production, the
remaining  investment  and estimated  future capital  expenditures.  Homestake's
proven oil reserves at Main Pass 299 are the estimated quantity of crude oil and
condensate which  geological and engineering  data give reasonable  assurance of
recovery and sale under projected  operating  conditions at prices sufficient to
cover the estimated future cash costs of production,  the remaining  investment,
and estimated  future capital  expenditures.  The estimates are based on limited
reservoir and engineering  data. The reserve  estimates are based on information
provided  by the  operator.  The  operator  principally  relies  on oil  reserve
estimations performed by third-party petroleum engineers.


Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits                                         Method of Filing

         11 -  Computation of Earnings Per Share          Filed herewith
                                                          electronically

         27  -  Financial Data Schedule                   Filed herewith
                                                          electronically

(b)      Reports on Form 8-K

         One  report on Form 8-K was filed  during  the  quarter  ended June 30,
         1996. The report,  dated June 13, 1996, announced that HGAL and GMK had
         agreed that HGAL would purchase GMK's rights and entitlements under the
         disproportionate  sharing arrangement for $51.4 million (A$65 million).
         In addition, the report announced that GMK would discontinue litigation
         commenced against HGAL over past differences in  interpretations of the
         formula used to calculate the  disproportionate  share. The Company now
         shares equally in all gold produced at the Kalgoorlie operations.


                                       19


              HOMESTAKE MINING COMPANY AND SUBSIDIARIES



                                   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:  August 12, 1996                     By /s/ Gene G. Elam
       ---------------                        ----------------
                                              Gene G. Elam
                                              Vice President, Finance and
                                              Chief Financial Officer


Date: August 12, 1996                      By /s/ David W. Peat
      ---------------                         -----------------
                                              David W. Peat
                                              Vice President and Controller
                                              (Chief Accounting Officer)




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