UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549



                                    FORM 8-K

                                 Current Report

                        Pursuant to Section 13 or 15 (d)

                     of the Securities Exchange Act of 1934


 Date of Report (Date of earliest event reported): June 5, 1998 (April 29, 1998)


                            HOMESTAKE MINING COMPANY
             (Exact name of Registrant as specified in its charter)




    Delaware                    1-8736                    94-2934609
   (State or other             (Commission             (I.R.S.  Employer
   jurisdiction of              File Number)            Identification Number)
   incorporation)



         650 California Street, San Francisco, California         94108-2788
             (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (415) 981-8150
                                                      http://www.homestake.com




Item 5.    Other Items


   1.     Offer to acquire minority interests in Prime Resources Group Inc.

          On May 25, 1998 the  Registrant  announced that it had proposed to the
          Board of  Directors  of Prime  Resources  Group  Inc.  ("Prime"),  the
          acquisition  by Homestake of the 49.4% of Prime held by the public and
          not already  owned by Homestake.  Under the terms of the offer,  Prime
          shareholders  would  receive  0.675  Homestake  common shares or 0.675
          Homestake Canada Inc. ("HCI") exchangeable shares for each Prime share
          held by them.  Each HCI  exchangeable  share would have  dividend  and
          voting rights  equivalent  to those of one Homestake  common share and
          would be  exchangeable  for one Homestake  common share at any time at
          the option of the holder.

          A copy of the  Registrant's  May 25, 1998 news  release is attached as
          Exhibit 99.2.

   2.     Acquisition of Plutonic Resources Limited

          As previously  reported on the Registrant's  Form 8-K filed on May 12,
          1998, on April 30, 1998  Registrant  consummated  the  acquisition  of
          Plutonic Resources Limited ("Plutonic"),  a publicly-traded Australian
          gold producer, by an exchange of common stock for common stock.

          Shareholders  of Registrant  voted on and approved the  acquisition of
          Plutonic at a Special Meeting of Shareholders  held on April 29, 1998.
          Shareholder votes were as follows:

          Votes For              Votes Against              Abstentions
          ---------              -------------              -----------
          79,505,401                1,040,836                  603,751

          Registrant  issued  64,355,692  common  shares,  including  63,852,400
          shares for all Plutonic fully-paid  ordinary shares  outstanding,  and
          503,292 for the Plutonic  partly-paid shares and options  outstanding.
          As of  close of  business  on June 5,  1998,  there  were  211,155,489
          Homestake common shares outstanding.
      

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

7(c)      Exhibits

          99.2    News Release,  dated May 25, 1998 announcing the  Registrant's
                  offer to  acquire  the Prime  Resources  Group  Inc.  minority
                  interests.









                                    SIGNATURE



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.


Dated:   June 5, 1998



                                               HOMESTAKE MINING COMPANY
                                                    (Registrant)



                                            By:  /s/ David W. Peat
                                                 -----------------
                                                 David W. Peat
                                                 Vice President and Controller