[HOMESTAKE LOGO HERE]             Interoffice Correspondence

          Amended Form of Matching Stock Agreement under the 1996
Plan.

TO:

FROM:

DATE:

SUBJECT:   Matching Stock Award Program


     In 1997, Homestake Mining Company established a Matching
Stock Award Program to assist key employees in achieving the
stock ownership guidelines set by the Board.  The Program was
established under the Homestake Mining Company Stock Option and
Share Rights Plan - 1996 (the "Plan").  Under the Program, you
have the right to receive one share of matching stock for each
three shares enrolled in the program.  You will be permitted to
enroll shares in the Program once each calendar year.  The right
to receive the matching shares will vest on the fifth anniversary
of enrollment of the shares to be matched.  Once you enroll
shares, you must hold the enrolled stock continuously throughout
the five year period.  If you sell or otherwise transfer the
enrolled stock during the five-year holding period, you will
completely forfeit the right to receive the corresponding
matching stock.  Each annual enrollment will be treated as a
single enrollment and will not impact any other enrollment,
holding period or forfeiture.  Once shares have been matched,
those shares may not be enrolled in the program a second time.

     You may enroll shares held of record or held beneficially,
including shares held in a 401(k) account or in an IRA, or held
in trust for you.  You may enroll shares separately owned by you
or held jointly or as community property with your spouse.
Shares held separately by or for the benefit of your spouse and
shares held by or for the benefit of your children are not
eligible for enrollment under the Program.  If you hold shares
jointly with a person other than your spouse, or if you share
beneficial ownership of shares with a person other than your
spouse, only the portion of stock attributable to you may be
enrolled in the Program.

     At the time shares are enrolled, you must provide the
Company with a statement certifying the number of shares that you
wish to enroll in the Program.  Appropriate documentation of
ownership, such as a copy of a current 401(k) statement, an IRA,
trust or brokerage statement, or stock certificate must accompany
the certification.

     By electing to enroll in the Program, you are indicating
your intent to hold the shares for at least five years.  Each
year you will be required to provide documentation that you still
hold the shares.  If you do not continue to retain the enrolled
shares, your right to receive the matching shares will be
forfeited.

     Except as hereafter provided, all rights to receive matching
shares that have not already vested will expire and be forfeited
if you cease to be an "Employee" (as defined in the Plan) of
Homestake or any Affiliate of Homestake prior to fifth
anniversary of the date on which you enrolled the shares to be
matched.  If any company or other entity which is your employer
ceases to be an Affiliate of Homestake, then you will be deemed
to have ceased being an Employee as of the time that company or
other entity ceases to be an Affiliate.




     If you have a termination of employment for any of the
following reasons, then on such termination, your right to
receive any matching shares that have not vested will vest in the
same proportion as equals the proportion of (i) number of months
(or part thereof) from the date of enrollment of the shares to be
matched to (ii) the fifth anniversary of enrollment.  This
paragraph applies if (1) you die, (2) you are Disabled (as
defined in the Homestake Retirement Plan), (3) you retire from
Homestake or any Affiliated Company on or after your Normal
Retirement Date or on your Early Retirement Date (as defined in
the Homestake Retirement Plan), or (4) you retire at a time when
you are eligible to receive a "Retirement Benefit" under the
Homestake Executive Supplemental Retirement Plan.

     If you have a termination of employment that takes place
within two years following a "Change of Control" and is as a
result of (i) termination by the Company other than for "Good and
Sufficient Cause" or (ii) termination by you for "Good Reason,"
(all as defined in the Company's 1999 Change of Control Severance
Plan as amended from time to time), then on such termination,
your right to receive any matching shares that have not vested in
full will immediately vest in full, and you will be entitled to
receive all such matching shares as of the date of Termination of
Employment.  The provisions of this paragraph are in addition to
any rights that you may have under Article XIII of the Plan.

     You do not own any matching shares until your right to
receive the shares has vested and the shares have actually been
issued.  Until the matching shares are issued, you will not be
entitled to exercise any voting rights or receive dividends in
respect of such shares.

     Notwithstanding anything contained herein to the contrary,
the Company's obligation to issue or deliver matching shares will
be subject to all applicable laws, rules and regulations,
including stock exchange rules.  If any laws, rules or
regulations require that the Company take any action before
issuance and delivery of shares, then the date of issuance and
delivery will be delayed for the period necessary to take such
action.

     The Company may be required to withhold income and other
taxes payable in respect of matching shares.  If withholding is
required, you will have the opportunity to satisfy the
withholding requirement by (i) paying the withholding amounts in
cash to the Company, (ii) having the required amount withheld
from other monies then due to you, or (iii) having the Company
retain a portion of the matching shares otherwise then payable to
you in an amount equal in value to the required withholding
amounts, with the Company paying the required withholding
amounts.  If you select the third alternative, you must notify
the Company at least seven days before the date the matching
shares become payable to you.

     In ___ and ______, you enrolled ___________ and _________
shares of Homestake Common Stock in this Program.  Please provide
documentation that you still hold enrolled stock.

     If you wish to enroll additional stock in this program,
please complete the attached certification form, attach the
appropriate documentation and return to me by _________.