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

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)

(MARK ONE)

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
       ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                       OR

[ ]    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
             (Exact name of registrant as specified in its charter)

        DELAWARE                                          94-2934609
(State of Incorporation)                              (I.R.S. Employer
                                                      Identification No.)

        650 CALIFORNIA STREET
     SAN FRANCISCO, CALIFORNIA                            94108-2788
(Address of principal executive office)                   (Zip Code)

                     (415) 981-8150 HTTP://WWW.HOMESTAKE.COM

              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered 
Common  Stock, $1.00 par value               New York Stock Exchange, Inc.
  Rights to Purchase Series A
    Participating Cumulative
      Preferred Stock                        New York Stock Exchange, Inc.

           Securities registered pursuant to Section 12(g) of the Act:

             5 1/2% Convertible Subordinated Notes Due June 23, 2000

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant was approximately $2,273,000,000 as of March 11, 1997.

The  number  of  shares of common  stock  outstanding  as of March 11,  1997 was
146,672,425.



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


     In the  Amendment  No. 1 on Form  10-K/A,  the term of office  for  certain
directors was incorrectly  stated. The correct terms of office for the Directors
is as follows:

CLASS I DIRECTORS TO SERVE UNTIL 1997 ANNUAL MEETING:

M. Norman Anderson
Robert H. Clark, Jr.
Douglas W. Fuerstenau
Berne A. Schepman


CLASS II DIRECTORS TO SERVE UNTIL 1998 ANNUAL MEETING:

Henry G. Grundstedt
William A. Humphrey
John Neerhout, Jr.
Stuart T. Peeler
Jack E. Thompson

CLASS III DIRECTORS TO SERVE UNTIL 1999 ANNUAL MEETING:

Harry M. Conger
G. Robert Durham
Robert K. Jaedicke
Carol A. Rae


                                    SIGNATURE

         Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant  has duly caused this  Amendment No. 2 on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: May 9, 1997                        HOMESTAKE MINING COMPANY



                                         By /s/ Wayne Kirk
                                            ---------------            
                                            Wayne Kirk
                                            Vice President, General Counsel
                                            and Corporate Secretary