HOMESTAKE MINING CO /DE/
11-K, 1997-06-24
GOLD AND SILVER ORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 11-K

                                  ANNUAL REPORT

                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 1996

                                HOMESTAKE 401(k)
                             RETIREMENT SAVINGS PLAN
                              (Full title of Plan)

                            HOMESTAKE MINING COMPANY
                (Issuer of Securities Held Pursuant to the Plan)

                              650 California Street
                         San Francisco, California 94108
                    (Address of principal executive offices)





<PAGE>


SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.

HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN




By       /s/ T.H. Wong
         ----------------------------
         T.H. Wong
         Assistant Treasurer and
         Assistant Secretary



June 24, 1997





<PAGE>


Item 1.  Financial Statements and Exhibits

                  a. Financial  Statements for the years ended December 31, 1996
                     and 1995 and Supplemental  Schedules as of and for the year
                     ended  December  31,  1996  and  Independent   Accountants'
                     Report.

                  b. Exhibit No. 23

                     Independent Accountants' Consent



<PAGE>






                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                                     -------
                              FINANCIAL STATEMENTS

                        as of December 31, 1996 and 1995
                    and for the year ended December 31, 1996




<PAGE>






                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                                     -------





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                   Pages

<S>                                                                                                                   <C> 
Financial Statements:

    Report of Independent Accountants                                                                                  2

    Statements of Net Assets Available for Benefits
           as of December 31, 1996 and 1995                                                                            3

    Statement of Changes in Net Assets Available for
           Benefits for the Year Ended December 31, 1996                                                               4


    Notes to Financial Statements                                                                                   5-14


Supplemental Schedules:

    Item 27a - Schedule of Assets Held for Investment
           Purposes as of December 31, 1996                                                                           15

    Item 27d - Schedule of Reportable Transactions
           for the year ended December 31, 1996                                                                       16

</TABLE>


                                       1

<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS



Homestake Mining Company
San Francisco, California

We have audited the accompanying statements of net assets available for benefits
of the Homestake  401(k)  Retirement  Savings Plan (the Plan) as of December 31,
1996 and 1995, and the related  statement of changes in net assets available for
benefits for the year ended December 31, 1996.  These  financial  statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant estimates made by Plan
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended  December 31, 1996, in  conformity  with  generally  accepted
accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment  purposes as of December 31, 1996 and of reportable  transactions
for the year then ended are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The supplemental  schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.




/s/ Coopers & Lybrand L.L.P.
- ----------------------------
San Francisco, California
June 16, 1997



                                       2

<PAGE>



                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                        as of December 31, 1996 and 1995
                                 (in thousands)

<TABLE>
<CAPTION>
ASSETS                                                                     1996                1995
                                                                           ----                ----

<S>                                                                      <C>             <C>   
Investments:
  At Fair Value (Note 2)
      Homestake Mining Company Stock Fund                                $     468        $       328
      Norwest Bank Income Equity Stock Fund                                  1,644                910
      Norwest Bank Growth Balanced Fund                                      2,200              1,779
      Norwest Bank Stable Return Fund                                        2,934              2,811
      Norwest Bank Short Term Investment Fund                                  446                 83
      Norwest Bank Growth Equity Fund                                          887                256
      Participant loans receivable                                             534                358
                                                                      -------------     --------------
                           Total investments                                 9,113              6,525
                                                                      -------------     --------------
                           Total assets                                      9,113              6,525
                                          LIABILITIES
Amounts due brokers for securities purchases                                     2                 32
                                                                      -------------     --------------
                          Net assets available for
                                     benefits                             $  9,111         $    6,493
                                                                      =============     ==============




The  accompanying  notes are an  integral  part of these financial statements.
</TABLE>


                                       3

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                          for the year ended December 31, 1996
                                     (in thousands)
<TABLE>
<CAPTION>
<S>                                                                                        <C>
Additions to net assets attributed to:

    Interest and dividends                                                                 $     126
    Interest on Participant's Loans                                                               39
    Net appreciation in fair value of investments                                                668
                                                                                          -----------
                                                                                                 833
                                                                                          -----------
    Contributions:

          Company, in cash                                                                       382      

          Participants, in cash                                                                1,603  

          Transfers in from other plans                                                           73
                                                                                          -----------
                                                                                               2,058
                                                                                          -----------
          Total additions
                                                                                               2,891
                                                                                          -----------

Deductions from net assets attributed to:

    Net depreciation in fair value of Homestake Mining Company Stock Fund
                                                                                                  18
    Benefits paid to participants
                                                                                                 116
    Transfers out to other plans
                                                                                                 139
                                                                                          -----------
          Total deductions
                                                                                                 273
                                                                                          -----------
          Net increase                                                                         2,618

Net assets available for benefits:

    Beginning of year                                                                          6,493
                                                                                          -----------

    End of year                                                                            $   9,111
                                                                                          ===========




 The  accompanying  notes are an  integral  part of these financial statements.
</TABLE>


                                       4

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------


1.      Description of Plan:

        The following  description of the Homestake  401(k)  Retirement  Savings
        Plan (the Plan) provides only general  information.  Participants should
        refer to the full Plan document for a more complete  description  of the
        Plan's provisions.

        General:

        The Plan is a defined  contribution  profit sharing plan (designed to be
        qualified  under  Internal  Revenue  Code  Sections  401(a) and  401(k))
        covering  all  employees  of the Company  who are covered by  collective
        bargaining  agreements and have completed  three months of service.  The
        Plan is subject to the  provisions  of the  Employee  Retirement  Income
        Security Act of 1974 (ERISA), as amended.

        The Plan is administered by the Company.  Effective January 1, 1997, the
        Plan's trustee and investment advisor is Norwest Bank,  Minnesota,  N.A.
        ("Norwest  Bank").  Prior to  January 1, 1997,  the Plan's  trustee  and
        investment advisor was Norwest Bank, South Dakota.

        Contributions:

        Participation   is   voluntary.    Participants   may   make   pre-tax
        contributions only of between 1% and 16% of compensation.  Participant
        contributions  not  exceeding 6% of wages or of salary are matched 35%
        by the Company.


        Participants  may make a  rollover  contribution  to the Plan of amounts
        previously contributed to another qualified plan. Rollover contributions
        are not matched by the Company.

        Each  participant  may cause some or all of its  current  or  cumulative
        contributions, including any amounts contributed by the Company to match
        contributions,  to be  invested in one or more of the  investments  made
        available through the Plan.

                                       5

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------


1.      Description of the Plan, continued:

        Participants' Accounts:

        Separate   accounts   are   maintained   for  each   participant.   Each
        participant's  account  is  directly  credited  with  the  participant's
        contribution and the Company's matching contribution.  Net earnings from
        each investment  fund,  including  appreciation  (depreciation)  in fair
        value,  are allocated to each  participant's  account based on the ratio
        which the participant's account balance in that investment fund bears to
        the total of all participants' account balances in that investment fund.

        Vesting:

        Participant contributions and any income (loss) thereon are fully vested
        at all times.  Company  contributions  and any income (loss) thereon are
        vested  60%  after  three  years of  service,  80% after  four  years of
        service,  and 100% after five years of service, on attainment of age 65,
        or on the occurrence of death or disability.

        Payment of Benefits:

        The Plan permits withdrawal of contributions upon:

             (1)    Termination of employment;

             (2)    Attainment of age 59 1/2;

             (3)    Death (with vested account balance paid to designated 
                    beneficiary);

             (4)    Hardship.


        Distribution  of  benefits  can be in the form of single  lump-sum  cash
        payments or a portion paid in lump-sum  payments and the remainder  paid
        later.

        Participant Loans Receivable:

        Participants  may borrow from their  vested  accounts  $1,000 to $50,000
        limited  to 50% of the  value of such  accounts.  The loan  term  cannot
        exceed  five years  unless the loan is for the  purchase  of a principal
        residence,  in which case, it cannot exceed ten years.  These loans bear
        interest  at  prime  rate  plus  1%.  Loans  are  collateralized  by the
        borrower's  note and vested interest in the Plan and repayments are made
        on at least a monthly basis through payroll deductions.


                                       6

<PAGE>



                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------


1.      Description of the Plan, continued:

        Forfeitures:

        Forfeitures of Company  contributions made on behalf of former employees
        whose employment was terminated  before such  contributions  were vested
        are allocated to active  participants  at the end of each Plan year. The
        forfeitures  are allocated in  proportion  to the Company  contributions
        made to the individual participant accounts during the Plan year.


2.      Significant Accounting Policies:

        Basis of Accounting:

        The  financial  statements  of the Plan are  prepared  under the accrual
        basis of accounting in accordance  with  generally  accepted  accounting
        principles.

        Use of Estimates:

        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of net assets available for
        benefits  at the  date of the  financial  statements  and  the  reported
        amounts  of  changes in net assets  available  for  benefits  during the
        reporting period.  Actual results could differ from those estimates.

        Investment Valuation and Income Recognition:

        Shares  and  units in  investments  funds are  valued  at quoted  market
        prices,  representing the net asset value of the shares or units held by
        the Plan at year end.

        Participant  loans  receivable  are valued at cost,  which  approximates
        market value.

        Purchases  and sales of securities  are recorded on a trade-date  basis,
        utilizing  the  average  cost  method  in   determining   the  basis  of
        investments  sold.  Interest  income is recorded  on the accrual  basis.
        Dividends are recorded on the ex-dividend date.


                                       7

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------

2.      Significant Accounting Policies, continued:

        Withdrawals:

        Withdrawals of securities from the Homestake Mining Company Common Stock
        Fund may be made in cash,  common  stock,  or both,  and are reported at
        market  value.  Withdrawals  from the Norwest  Bank Income  Equity Stock
        Fund, Norwest Bank Growth Balanced Fund, the Norwest Stable Return Fund,
        the Norwest Bank Short Term Investment Fund, and the Norwest Bank Growth
        Equity Fund are made in cash.

        Net Appreciation (Depreciation) in Fair Value of Investments:

        The Plan  presents in the  statement of changes in net assets  available
        for benefits the net  appreciation  (depreciation)  in the fair value of
        its  investments,  which  consists of realized  gains  (losses)  and the
        unrealized appreciation (depreciation).

3.      Risks and Uncertainties:

        All  Plan  investments  are  managed  by  Norwest  Bank.  Ultimate  Plan
        performance  is dependent upon the ability of Norwest Bank to manage the
        funds.

        A significant  portion of the Plan's assets is invested in the Homestake
        Mining  Company  Common  Stock  Fund  and  is,  therefore,   subject  to
        fluctuations  in the  market  value of such  stock,  which  is, in turn,
        impacted by the price of gold.

        The Plan's assets are invested in collective trust and mutual funds, and
        other investment  securities.  Investments are exposed to various risks,
        such as  interest  rate,  market  and  credit.  Due to the level of risk
        associated with certain investments and the level of uncertainty related
        to changes in the value of such investments, it is possible that changes
        in the value of one or more of such  investments  in the near term could
        materially affect participants'  account balances,  the amounts reported
        in the  statements of net assets  available for Plan  benefits,  and the
        statement of changes in net assets available for Plan benefits.


4.      Plan Termination:

        Although the Company has not  expressed  any intent to do so, it has the
        right under the Plan and subject to applicable  law, to discontinue  its
        contributions  at any time and to  terminate  the Plan.  In the event of
        Plan termination, all accumulated plan benefits will be fully vested and
        will be distributed to participants  based on their  respective  account
        balances.


                                       8

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS

                                      -----


5.      Plan Tax Status:

        The Plan obtained its latest determination letter in July 1991, in which
        the Internal Revenue Service stated that the Plan, as then designed, was
        in compliance  with Sections  401(a) and 401(k) of the Internal  Revenue
        Code.  The Plan has  been  amended  since  receiving  the  determination
        letter;  however,  the Plan administrator and the Plan's tax counsel are
        not  aware  of   circumstances   creating  a   material   risk  of  Plan
        disqualification.  Therefore,  no  provision  for income  taxes has been
        included in the Plan's financial statements.

        Participants  are not subject to federal  income taxes on their  pre-tax
        contributions,  Company matching  contributions,  or investment earnings
        allocated to their accounts until withdrawals are made.

6.      Related Party Transactions:

        Certain Plan  investments  are units in investment  funds managed by the
        Trustee.   Therefore,   these   transactions   are   transactions   with
        parties-in-interest.

7.      Administrative Expenses:

        Certain administrative expenses of the Plan are paid for by the Company.



                                       9


<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------


8.   Investments
     Investments at December 31, 1996 and 1995 are comprised of the following:
<TABLE>
<CAPTION>

                                                                                  December 31,   1996
                                                            ------------------------------------------------------------

                                                               Number of                 Value               Reported
                                                               Shares or                  Per                  Value
                                                               Units Held                Unit             (in  thousands)
                                                               ----------                -----               ---------
     <S>                                                             <C>               <C>                    <C>            
     Homestake Mining Company Stock Fund                              40,117           $    11.67             $     468
     Norwest Bank Income Equity Stock Fund                            54,934                29.93                 1,644       
     Norwest Bank Growth Balanced Fund                                94,404                23.30                 2,200
     Norwest Bank Stable Return Fund                                 124,407                23.58                 2,934
     Norwest Bank Short Term Investment Fund                         444,809                 1.00                   446 
     Norwest Bank Growth Equity Fund                                  29,800                29.77                   887
     Participant loans receivable                                          -                    -                   534
                                                                                                            ------------
                                                                                                              $   9,113
                                                                                                            ============
</TABLE>
<TABLE>
<CAPTION>

                                                                                   December 31, 1995
                                                            ------------------------------------------------------------
                                                               Number of                 Value               Reported
                                                               Shares or                  Per                  Value
                                                               Units Held                Unit              (in thousands)
                                                               ----------               -------            --------------
     <S>                                                             <C>                <C>                   <C> 
     Homestake Mining Company Stock Fund                              21,178            $  15.49              $   328
     Norwest Bank Income Equity Stock Fund                            35,681               25.49                  910 
     Norwest Bank Growth Balanced Fund                                83,383               21.33                1,779    
     Norwest Bank Stable Return Fund                                 126,896               22.15                2,811
     Norwest Bank Short Term Investment Fund                          82,521                1.00                   83
     Norwest Bank Growth Equity Fund                                   9,699               26.41                  256    
     Participant loans receivable                                          -                   -                  358
                                                                                                            ------------
                                                                                                              $ 6,525
                                                                                                            ============
</TABLE>



                                       10



<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------

8.      Investments, continued:

        All earnings on the  investment  funds are reinvested in and credited to
        each  fund  daily.  These  earnings  include  interest,  dividends,  and
        appreciation (depreciation) in fair value.

        The Homestake  Mining  Company Stock Fund invests in shares of Homestake
        Mining Company.

        The Income  Equity Stock Fund's  objective is to achieve a high level of
        current income with moderate  appreciation  through investment in equity
        securities.

        The Growth  Balanced  Fund's  objective  is to maximize  growth  through
        appreciation from quality stocks,  while moderating risk by investing in
        intermediate  maturity bonds,  including corporate,  U.S. government and
        mortgage-backed and related securities.

        The  Stable  Return  Fund's  objective  is  to  achieve  reasonable  and
        consistent  current  income by investing in fixed income  securities and
        other investments.

        The Short Term  Investment Fund consists of short term and floating rate
        investments.

        The Growth Equity Fund invests in U.S. and international equity 
        securities.




                                       11

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------

9.   Net Assets Available for Benefits by Investment Type
     (in thousands):

          At December 31, 1996 and 1995, net assets  available for benefits were
     held in the following participant-designated investment types :
<TABLE>
<CAPTION>

                                                                            Norwest
                                                     Homestake               Bank               Norwest
                                                       Mining               Income               Bank
                                                      Company               Equity              Growth
                                                       Stock                 Stock             Balanced
                                                         Fund                 Fund                Fund
                                                     ----------             --------          ----------
<S>                                                           <C>              <C>            <C>                    
December 31, 1996:
- ------------------
ASSETS

Investments, at fair value:
    Investments held by trustee                                  -            $   1,644       $       2,200
    Common stock of the Company                               $468                    -                   -
    Participant loans receivable                                 -                    -                   -
                                                  -----------------     ----------------    ----------------
                          Total assets                         468                1,644               2,200

LIABILITIES

Amounts due to brokers for
    securities purchased                                         2                    -                   -
                                                  -----------------     ----------------    ----------------

             Net assets available
                for benefits                                 $ 466             $  1,644       $       2,200
                                                  =================     ================    ================
</TABLE>

<TABLE>
<CAPTION>

                                           Norwest             Norwest            Norwest
                                            Bank                  Bank                Bank
                                           Stable             Short Term            Growth
                                           Return             Investment            Equity       Participant
                                            Fund                 Fund                Fund           Loans           Total
                                         ----------           -----------         ---------      -----------      ----------
<S>                                        <C>                    <C>                 <C>           <C>             <C>
December 31, 1996:

ASSETS

Investments, at fair value:
    Investments held by trustee            $ 2,934                $ 446              $ 887              -          $  8,111 
    Common stock of the Company                  -                    -                  -              -               468  
    Participant loans receivable                 -                    -                  -          $ 534               534
                                        ------------       --------------    ---------------     -----------      -----------
           Total assets                      2,934                  446                887            534             9,113

LIABILITIES

Amounts due to brokers for
    securities purchased                         -                    -                  -              -                 2
                                         ------------      --------------    ---------------     -----------     ------------
           Net assets available
               for benefits                $ 2,934                $ 446              $ 887          $ 534           $ 9,111
                                         ============      ==============    ===============     ===========     ============
</TABLE>



                                       12


<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS

                                     -------

9.   Net Assets Available for Benefits by Investment Type (in
     thousands), continued:
<TABLE>
<CAPTION>


                                                                        Norwest
                                                Homestake                Bank                   Norwest                Norwest
                                                 Mining                 Income                   Bank                    Bank
                                                 Company                Equity                  Growth                  Stable
                                                  Stock                  Stock                 Balanced                 Return
                                                   Fund                   Fund                    Fund                   Fund
                                             -------------         ----------------       -----------------        ---------------

December 31, 1995:
- ------------------
<S>                                           <C>                    <C>                    <C>                       <C>
ASSETS

Investments, at fair value:
   Investments held by trustee                     -                 $  910                 $  1,779                  $  2,811
   Common stock of the Company                $   328                     -                        -                         -
   Participant loans receivable                    -                      -                        -                         -
                                            ----------------       ----------------       ------------------       ----------------
                     Total assets                 328                   910                    1,779                     2,811

LIABILITIES

Amounts due to brokers for
         securities purchased                      -                     11                       12                         -
                                            ----------------       ----------------       ------------------       ---------------
                    Net assets available
                       for benefits           $   328                $  899                 $  1,767                  $  2,811
                                            ================       ================       ==================       ===============

</TABLE>

<TABLE>
<CAPTION>

                                                Norwest                Norwest
                                                 Bank                   Bank
                                             Short Term               Growth
                                             Investment               Equity                Participant
                                                Fund                   Fund                    Loans                  Total
                                           ---------------        ---------------         --------------          -------------
December 31, 1995:
- -----------------
<S>                                           <C>                    <C>                      <C>                    <C>
ASSETS

 Investments, at fair value:
    Investments held by trustee               $   83                 $  256                        -                 $ 5,839
    Common stock of the Company                    -                      -                        -                     328
    Participant loans receivable                   -                      -                   $  358                     358
                                           ----------------       ----------------       ------------------       --------------
                     Total assets                 83                    256                      358                   6,525

LIABILITIES

Amounts due to brokers for
    securities purchased                           -                      9                        -                      32
                                           ----------------       ----------------       ------------------       --------------
                     Net assets available
                        for benefits           $  83                  $ 247                   $  358                  $6,493
                                           ================       ================       ==================       ==============
</TABLE>





                                       13


<PAGE>



                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                     -------

10. Changes in Net Assets Available for Benefits by Investment Type:
           During  the year  ended  December  31,  1996,  changes  in net assets
    available for benefits are allocated  among the Plan's  investment  funds as
    follows (in thousands):

<TABLE>
<CAPTION>

                                                                         Year Ended December 31, 1996
                                                  -------------------------------------------------------------------------------
                                                                            Norwest
                                                     Homestake                Bank                 Norwest               Norwest
                                                      Mining                 Income                 Bank                  Bank
                                                      Company                Equity                Growth                Stable
                                                       Stock                 Stock                Balanced               Return
                                                        Fund                  Fund                   Fund                  Fund

                                                    --------------       ---------------        ---------------       ------------
    <S>                                                  <C>                   <C>                   <C>                 <C>
    Additions to net assets attributed to:
        Interest and dividends                           $      5              $     33              $      67                -
        Interest on participants' loans                         -                     -                      -                -
        Net appreciation in the fair value of 
            investments                                         -                   198                    201           $  179
                                                             

    Contributions:
        Company, in cash                                       13                    70                     70               93
        Participants, in cash                                  55                   312                    295              377
        Transfers in from other plans                           -                     1                     15               17
                                                  ----------------       ---------------       ----------------     -------------
                                  Total Additions              73                   614                    648              666
                                                  ----------------       ---------------       ----------------     -------------

    Deductions to net assets attributed to:
        Net depreciation in the fair value of
            Homestake Mining Company 
                        Stock Fund                             18                     -                      -                -
        Benefits paid to participants                          40                     6                     14               49
        Transfers out to other plans                            2                     6                     43               87
                                                  ----------------       ---------------       ----------------    --------------
                        Total Deductions                       60                    12                     57              136
                                                  ----------------       ---------------       ----------------    --------------

        Interfund Transfers                                   125                   143                  (158)             (407)
                                                  ----------------       ---------------       ----------------    --------------

                    Net increase                              138                   745                    433              123
    Net assets available for benefits:
        Beginning of year                                     328                   899                  1,767            2,811
                                                  ----------------       ---------------       ----------------    --------------

        End of year                                      $    466             $   1,644               $  2,200          $ 2,934
                                                  ================       ================      ================    ==============
</TABLE>

<TABLE>
<CAPTION>

                                                                             Year Ended December 31, 1996
                                                  ----------------------------------------------------------------------------------

                                                         Norwest              Norwest
                                                          Bank                 Bank
                                                       Short Term             Growth
                                                       Investment             Equity              Participant
                                                        Fund                  Fund                 Loans               Total
                                                    --------------        ---------------        -------------       -----------
   <S>                                                 <C>                   <C>                    <C>  
    Additions to net assets attributed to:
        Interest and dividends                         $   15                $     6                    -              $  126
        Interest on participants' loans                     -                      -                $  39                  39
        Net appreciation in the fair value of               -                     90                    -                 668
              investments

    Contributions:
        Company, in cash                                   79                     57                    -                 382
        Participants, in cash                             299                    265                    -               1,603
        Transfers in from other plans                       4                      3                   33                  73
                                                    ---------------       ----------------       --------------      -----------  
                        Total Additions                   397                    421                   72               2,891
                                                    ---------------       ----------------       --------------      -----------

    Deductions to net assets attributed to:
        Net depreciation in the fair value of
            Homestake Mining Company Stock Fund             -                      -                    -                  18
        Benefits paid to participants                       5                      2                    -                 116 
        Transfers out to other plans                        -                      1                    -                 139
                                                    ---------------       ----------------       --------------      -----------
                         Total Deductions                   5                      3                    -                 273
                                                    ---------------       ----------------       --------------      -----------
        Interfund Transfers                               (29)                   222                  104                   - 
                                                    ---------------       ----------------       --------------      -----------
                         Net increase                     363                    640                  176               2,618
    Net assets available for benefits:
        Beginning of year                                  83                    247                  358               6,493 
                                                    ---------------       ----------------       --------------      -----------

        End of year                                   $   446                $   887               $  534             $ 9,111    
                                                    ================       ================      ===============     ===========
</TABLE>

  

                                     14


<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                             as of December 31, 1996

<TABLE>
<CAPTION>
                                                (c) Description of
                                              Investment (including
          (b) Identity of                      Maturity Date, Rate
         Issuer, Borrower,                         of Interest,                                             (e) Current 
            Lessor, or                            Collateral, Par                   (d) Cost                    Value
(a)        Similar Party                        or Maturity Value)                (in thousands)           (in thousands)
        -------------------                  ------------------------             ---------------          --------------
<C>  <S>                            <C>                                                 <C>                       <C>
*    Homestake Mining               Common stock (40,117
         Company                            shares; no par value)                       $ 534                     $ 468

*    Norwest Bank                   Norwest Bank Income
                                            Equity Stock Fund
                                            (54,934 units)                              1,312                     1,644

*    Norwest Bank                   Norwest Bank Growth
                                            Balanced Fund
                                            (94,404 units)                              1,896                     2,200

*    Norwest Bank                   Norwest Bank Stable
                                            Return Fund
                                            (124,407 units)                             2,543                     2,934

*    Norwest Bank                   Norwest Bank Short Term
                                            Investment Fund
                                            (444,809 units)                               447                       446


*    Norwest Bank                   Norwest Bank Growth
                                    Equity Fund (29,800 units)                            834                       887

*    Participant notes
                                    (Repayable over five years
                                    unless it is for purchase
                                    of a principal residence
                                    which is repayable over ten
                                    years.  Rate during 1996
                                    ranged from 7.0% to 10.0%.)                           534                       534

<FN>
*  Represents party-in-interest to Plan.
</TABLE>

                                       15

<PAGE>


                    HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
                 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                      for the year ended December 31, 1996
                                 (in thousands)
<TABLE>
<CAPTION>

                                 (b) Description of Asset
(a) Identity of                 (Include Interest Rate and                c) Purchase          (d) Selling         (e) Lease
Party Involved                  Maturity in Case of a Loan)                   Price              Price             Rental
- --------------                  ---------------------------               ----------            ------             --------


<S>                              <C>                                         <C>               <C>                  <C>    
Combined transactions:


Norwest Bank                     HMC Stock Fund                              $ 965                   -
                                                                                 -               $ 807

Norwest Bank                     Income Equity Stock Fund                      972                   -
                                                                                 -                 436
 
Norwest Bank                     Growth Balanced Fund                          853                   -
                                                                                 -                 633

Norwest Bank                     Stable Return Fund                          1,256                   -
                                                                                 -               1,312  

Norwest Bank                     Growth Equity Fund                            738                   -
                                             
                                                       
Norwest Bank                     Short-Term Investment Fund                    424                   -
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       (h) Current
                                                                 (f) Expenses                           Value of          (i) Net
                             (b) Description of Asset               Incurred                            Asset on           Gain
(a) Identity of              (Include Interest Rate and             with            (g) Cost           Transaction          or
Party Involved                Maturity in Case of a Loan)         Transaction        of Asset            Date             (Loss)
- ----------------            -----------------------------        -------------       --------         -----------         -------


<S>                          <C>                                  <C>                 <C>              <C>                <C>
Combined transactions:

Norwest Bank                 HMC Stock Fund                                                -               -                   -
                                                                                       $  769          $  807             $   38

Norwest Bank                 Income Equity Stock Fund                                      -               -                  -  
                                                                                          393             436                 43 

Norwest Bank                 Growth Balanced Fund                                          -               -                  -
                                                                                          502             633                131 

Norwest Bank                 Stable Return Fund                                            -               -                  -
                                                                                        1,197           1,312                115

Norwest Bank                 Growth Equity Fund                                            -               -                  -

Norwest Bank                 Short-Term Investment Fund                                    -               -                  -

</TABLE>




                                       16




                     

                                                                 Exhibit 23




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the  incorporation by reference in (i)  Registration  Statement of
Homestake Mining Company (333-17357) and (ii) Post-Effective  Amendment No. 5 to
the  Registration  Statement of Homestake  Mining  Company on Form S-8 (File No.
33-32174)  of our report  dated June 16,  1997,  on our audits of the  financial
statements and financial  statement schedules of the Homestake 401(k) Retirement
Savings  Plan as of December  31, 1996 and 1995 and for the year ended  December
31, 1996, which report is included in this Annual Report on Form 11-K.



/s/ Coopers & Lybrand L.L. P.
- -----------------------------
COOPERS & LYBRAND L.L.P.


San Francisco, California
June 18, 1997




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