10-Q

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 March 31, 2001

¨ 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

1600 Riviera Avenue, Suite 200

Walnut Creek, California 94596-3568

Telephone: (925) 817-1300

http://www.homestake.com

          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 April 30, 2001 was 263,307,488.*

* Includes 3,258,935 Homestake Canada Inc. exchangeable shares that may be exchanged at any time for Homestake common stock on a one-for-one basis.

PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements

A.  Condensed Statements of Consolidated Operations (unaudited)

	Three Months Ended March 31,
	2001		2000
	(in thousands, except per share amounts)
Revenues
Gold and ore sales	$165,456		$165,525
Interest income	3,299		5,089
Other loss (note 2)	(9,037	)	(12,421	)
	159,718		158,193
Costs and Expenses
Production costs	119,944		108,525
Depreciation, depletion and amortization	35,160		35,506
Administrative and general expense	11,381		11,121
Exploration expense	6,021		10,049
Interest expense	2,828		4,445
Other expense	312		899
	175,646		170,545
Loss Before Taxes and Minority Interests	(15,928	)	(12,352	)
Income Taxes	3,309		(2,666	)
Minority Interests	625		155
Loss From Continuing Operations	(11,994	)	(14,863	)
Loss From Discontinued Operations
(net of tax benefit, 2001—$nil, 2000—$60)	—		(1,459	)
Net Loss	$ (11,994	)	$ (16,322	)
Per Share Amounts—Basic and Diluted:
Loss from continuing operations	$   (0.05	)	$   (0.05	)
Loss from discontinued operations	—		(0.01	)
Net Loss Per Share	$   (0.05	)	$   (0.06	)
Average Shares Used in the Computation	263,273		260,339
Dividends paid per Common Share	$          —		$          —

The accompanying notes are an integral part of these condensed consolidated financial statements.

B.  Condensed Consolidated Balance Sheets

	(unaudited) March 31, 2001		December 31, 2000
ASSETS	(in thousands, except per share amounts)
Current Assets
Cash and equivalents	$  187,238		$  193,422
Short-term investments	6,262		6,237
Receivables	40,787		38,848
Inventories (note 4)	81,815		87,762
Deferred income taxes	11,200		4,021
Other	1,261		1,915
Total current assets	328,563		332,205
Property, Plant and Equipment, net	901,132		987,812
Investments and Other Assets
Noncurrent investments	13,835		8,664
Other assets	94,004		90,694
Total investments and other assets	107,839		99,358
Total Assets	$1,337,534		$1,419,375
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$   26,916		$   37,779
Accrued liabilities	96,295		91,080
Income and other taxes payable	5,843		9,050
Current portion of deferred gain on close-out of           forward sales contracts (note 6)	—		12,869
Current portion of long-term debt and capital leases	2,489		2,822
Total current liabilities	131,543		153,600
Long-term Liabilities
Long-term debt and capital leases (note 5)	214,810		224,616
Other long-term obligations	225,026		217,786
Total long-term liabilities	439,836		442,402
Deferred Gain on Close-out of Forward Sales Contracts (note 6)	—		22,223
Deferred Income Taxes	173,945		181,961
Minority Interests in Consolidated Subsidiaries	9,595		10,375
Shareholders’ Equity
Capital stock, $1 par value per preferred and common share:
Authorized—Preferred: 10,000 shares; no shares outstanding
—Common: 450,000 shares
Outstanding—HCI exchangeable shares: 2001—3,277; 2000—3,375	260,013		259,846
—Common: 2001—260,013; 2000—259,846
Additional paid-in capital	938,926		937,463
Deficit	(505,280	)	(493,286	)
Accumulated other comprehensive loss	(111,044	)	(95,209	)
Total shareholders’ equity	582,615		608,814
Total Liabilities and Shareholders’ Equity	$1,337,534		$1,419,375

The accompanying notes are an integral part of these condensed consolidated financial statements.

C.  Condensed Statements of Consolidated Cash Flows (unaudited)

	Three Months Ended March 31,
	2001		2000
	(in thousands)
Operating Activities
Loss from continuing operations	$ (11,994	)	$ (14,863	)
Reconciliation to net cash provided by operations:
Depreciation, depletion and amortization	35,160		35,506
Gain (loss) on investment sales and asset disposals	(2,864	)	263
Deferred taxes, minority interests and other	2,805		(3,796	)
Effect of changes in operating working capital items	(9,501	)	20,480
Net cash provided by continuing operations	13,606		37,590
Net cash provided by discontinued operations	928		408
Net cash provided by operating activities	14,534		37,998
Investment Activities
Decrease (increase) in investments	(25	)	108,214
Additions to property, plant and equipment	(24,704	)	(16,410	)
Proceeds from sale-leaseback of equipment	—		4,755
Proceeds from investment and asset sales	7,923		167
Decrease (increase) in restricted cash	(3,099	)	1,789
Net cash provided by (used in) investment activities	(19,905	)	98,515
Financing Activities
Borrowings	821		—
Debt repayments	(624	)	(977	)
Net cash provided by (used in) financing activities	197		(977	)
Effect of Exchange Rate Changes on Cash and Equivalents	(1,010	)	(1,745	)
Net Increase (Decrease) in Cash and Equivalents	(6,184	)	133,791
Cash and Equivalents, January 1	193,422		130,273
Cash and Equivalents, March 31	$187,238		$264,064

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements (unaudited)

1.    General Information

          The condensed consolidated financial statements include Homestake Mining Company and its majority owned subsidiaries, and their undivided interests in joint ventures (collectively, “Homestake” or the “Company”) after elimination of intercompany amounts.

          The information furnished in this report reflects all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods. Results of operations for interim periods are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements 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, which is incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.

          All amounts are in United States dollars unless otherwise indicated.

2.    Other Loss

	Three Months Ended March 31,
	2001		2000
	(in thousands)
Foreign currency contract losses	$ (2,815	)	$ (8,159	)
Foreign currency exchange losses on intercompany loans and other	(12,705	)	(5,876	)
Oil sales	503		1,131
Gains (losses) on investments and asset disposals	2,865		(937	)
Royalty income	623		1,289
Pension plan curtailment and settlement gains	1,715		—
Other	777		131
	$ (9,037	)	$(12,421	)

          In the 2001 first quarter, Homestake recorded a non-recurring gain of $2.4 million related to the sale of mining information in conjunction with an agreement to sublease its Just-in-Case property in Western Australia for a ten-year period. Homestake received a payment of $2.4 million (A$5.0 million) for the sale of the mining information, and subject to receiving government approvals, will receive lease payments of $3.6 million (A$7.5 million) and $6.0 million (A$12.5 million) no later than December 31, 2006 and December 31, 2008, respectively. Accordingly, lease revenue of $9.6 million (A$20.0 million) will be accrued over the ten-year lease term. Homestake will also receive a 3.5% net smelter return royalty (NSR) on all production from the Just-in-Case sublease, and in addition, is entitled to a payment of up to $6.3 million (A$13.0 million) in the event that production from the sublease does not reach a specified cumulative level by contracted dates. This payment is creditable against the NSR.

3.    Comprehensive Loss

	Three Months Ended March 31,
	2001		2000
	(in thousands)
Net Loss	$(11,994	)	$(16,322	)
Other Comprehensive Income (Loss)
Changes in unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	(2,520	)	1,061
Less: Reclassification adjustments for gains (losses) included in net
loss	208		(689	)
Income taxes	1		(477	)
	(2,727	)	1,273
Foreign currency translation adjustments (before and after tax)	(45,078	)	(20,533	)
SFAS 133 transition adjustment (note 6)	35,092		—
Reclassification adjustments for deferred gains on close-out of forward sales
contracts included in net loss	(3,253	)	—
Income taxes	131		—
	31,970		—
Other Comprehensive Loss	(15,835	)	(19,260	)
Comprehensive Loss	$(27,829	)	$(35,582	)

4.    Inventories

	March 31, 2001	December 31, 2000
	(in thousands)
Finished products	$26,136	$28,327
Ore and in process	35,679	37,955
Supplies	20,000	21,480
	$81,815	$87,762

5.    Long-term Debt and Capital Leases

	March 31, 2001	December 31, 2000
	(in thousands)
Cross-border credit facility (due 2003)	$142,439	$148,941
Pollution control bonds:
Lawrence County, South Dakota (due 2032)	38,000	38,000
State of California (due 2004)	17,000	17,000
Capital leases	19,860	23,497
	217,299	227,438
Less: current portion of capital leases	2,489	2,822
	$214,810	$224,616

6.    Derivative Financial Instruments

          The Company uses derivative financial instruments as part of an overall risk-management strategy. These instruments are used as a means of hedging exposure to precious metals prices and foreign currency exchange rates. The Company does not hold or issue derivative financial instruments for trading purposes.

           Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.” (“SFAS 133”), as amended by SFAS 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (“SFAS 138”). The adoption of SFAS 133, as amended by SFAS 138, had no impact on the Company’s results for the period. However, gains of $35 million relating to gold and silver hedging contracts previously closed out, have been reclassified on adoption from deferred gains to accumulated other comprehensive loss.

          SFAS 133 requires that derivatives be recognized as assets or liabilities and be measured at fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are to be accounted for either in current earnings or other comprehensive income depending on the use of the derivatives and whether they are designated as, and qualify for, hedge accounting.

          The Company uses combinations of put and call options to hedge its exposure to foreign currency exchange rates. In accordance with SFAS 133, the Company has elected not to designate its foreign currency options as hedges and, accordingly, gains and losses resulting from changes in the fair value of these contracts will continue to be recorded in earnings each period.

          At January 1, 2001 and March 31, 2001, the Company’s hedging contracts used to reduce exposure to precious metal prices, consisted entirely of forward sales contracts. The Company settles these contracts through the physical delivery of production from its operations at the contract settlement dates. Therefore, the forward sales contracts meet the criteria for the normal purchases and normal sales exemption of SFAS 133, as amended by SFAS 138. Accordingly, recognition of the forward sales contracts will continue to be deferred until settlement.

Foreign Currency Contracts

          Under the Company’s foreign currency protection program, the Company has entered into a series of foreign currency option contracts to minimize the effects of a strengthening of either the Canadian or Australian currencies in relation to the United States dollar. In July 2000, the Company discontinued its foreign currency protection program. Contracts outstanding at March 31, 2001, are expected to remain in place until maturity.

          At March 31, 2001, the Company had foreign exchange currency option contracts outstanding as follows:

	Expected Maturity or Transaction Date
	2001	2002	Total or Average
	(US $ in millions, except exchange rate amounts)
Canadian $ / US $ option contracts:
US $ covered	$43.6	—	$43.6
Written puts, average exchange rate (1)	0.68	—	0.68
US $ covered	$39.6	—	$39.6
Purchased calls, average exchange rate (2)	0.65	—	0.65
US $ covered	$16.5	—	$16.5
Purchased puts, average exchange rate (3)	0.65	—	0.65
Australian $ / US $ option contracts:
US $ covered	$66.2	$33.0	$99.2
Written puts, average exchange rate (1)	0.66	0.68	0.67
US $ covered	$66.2	$33.0	$99.2
Purchased calls, average exchange rate (2)	0.65	0.68	0.66
US $ covered	$59.2	$33.0	$92.2
Purchased puts, average exchange rate (3)	0.64	0.65	0.64

(1) Assuming exercise by the counterparty at the expiration date, the Company would exchange US dollars for Canadian or Australian dollars at the put exchange rate. The counterparty would be expected to exercise the option if the spot exchange rate was below the put exchange rate.

(2) Assuming exercise by the Company at the expiration date, the Company would exchange US dollars for Canadian or Australian dollars at the call exchange rate. The Company would exercise the option if the spot exchange rate was above the call exchange rate.

(3) Assuming exercise by the Company at the expiration date, the Company would exchange Canadian or Australian dollars for US dollars at the put exchange rate. The Company would exercise the option if the spot exchange rate was below the put exchange rate.

Precious Metal Contracts

          Homestake’s hedging policy provides for the use of forward sales contracts to hedge up to 30% of each of the following ten year’s expected annual gold production, and up to 30% of each of the following five year’s expected annual silver production, at prices in excess of certain targeted prices. The policy also provides for the use of combinations of put and call option contracts to establish minimum floor prices.

          At March 31, 2001, the unamortized portion of the gain resulting from the early settlement of certain gold forward sales and option contracts prior to the adoption of SFAS 133, maturing in the years 2001, 2002 and 2003 was $32.0 million which has been recorded in accumulated other comprehensive loss and will be reclassified into income as the originally designated production is sold. Of this amount, $11.9 million will be recognized in income in the twelve month period to March 31, 2002. In March 2000, the Company closed out and financially settled its remaining US dollar denominated silver forward sales contracts covering 3.6 million ounces maturing in 2000 and 2001. At March 31, 2001, the unamortized pretax portion of this gain of $619,000, realized on this transaction has been recorded in other comprehensive loss and will be reclassified in income as the originally designated production is sold, which is recorded in accumulated other comprehensive loss.

          In the condensed consolidated balance sheet contained in our first quarter 2001 press release, the unamortized portion of gains from the early settlement of certain gold and silver derivatives, as discussed above, were classified as liabilities.

          At March 31, 2001, the Company had gold forward sales contracts outstanding as follows:

	Expected Maturity or Transaction Date
	2001	2002	2003	2004	2005	Thereafter	Total or Average
US $ denominated contracts:
Forward sales contracts:
Ounces	10,000	10,000	—	—	90,000	559,200	669,200
Average price (US$ per oz.)	$400	$403	—	—	$400	$418	$415
Australian $ denominated contracts:(1)
Forward sales contracts:
Ounces	333,000	348,800	258,800	228,800	302,000	—	1,471,400
Average price (A$ per oz.)	$511	$539	$553	$592	$568	—	$549
Average price (US$ per oz.)(1)	$248	$262	$268	$288	$276	—	$267

(1) Expressed in US dollars at the March 31, 2001 exchange rate of A$ = US$ 0.4858

7.    Segment Information

          The Company is primarily engaged in gold mining and related activities. Gold operations are managed and internally reported based on the following geographic areas: North America (United States and Canada), Australia and South America. The Company also has other foreign exploration activities and an oil recovery operation in the Gulf of Mexico, which are included in “Corporate and All Other”. Within each geographic segment, operations are managed on a mine-by-mine basis. However, because each mine has similar economic characteristics, the Company has geographically aggregated its operations.

          Segment information for the three months ended March 31, 2001 and 2000 are as follows:

	North America	Australia		South America		Corporate and All Other		Reconciling Items(a)		Total
	(in thousands)
2001:
Gold and ore sales	$106,012	$57,418		$2,275		$  (249	)	$   —		$165,456
Other revenues (losses)	795	1,648		80		(5,699	)	(2,562	)	(5,738	)
Total revenues and other income (loss)	106,807	59,066		2,355		(5,948	)	(2,562	)	159,718
Operating earnings (loss)(b)	6,462	7,537		(625	)	(6,198	)	(2,562	)	4,614
2000:
Gold and ore sales	$100,914	$61,149		$3,462		$   —		$   —		$165,525
Other revenues (losses)	218	(6,923	)	340		1,641		(2,608	)	(7,332	)
Total revenues and other income	101,132	54,226		3,802		1,641		(2,608	)	158,193
Operating earnings (loss)(b)	15,403	(576	)	430		1,513		(2,608	)	14,162

(a) Primarily intercompany financing.

(b) Operating earnings represent revenues and other income less production costs and depreciation, depletion and amortization.

8.    Contingencies

          Environmental Contingencies

          The Comprehensive Environmental Response, Compensation and Liability Act of 1980 imposes heavy liabilities on any person who discharges hazardous substances. The Environmental Protection Agency publishes a National Priorities List (“NPL”) of known or threatened releases of such substances.

          Homestake’s former uranium millsite near Grants, New Mexico is listed on the NPL. Pursuant to the Energy Policy Act of 1992, the United States Department of Energy (“DOE”) is responsible for 51.2% of past and future costs of reclaiming the Grants site in accordance with Nuclear Regulatory Commission license requirements. At March 31, 2001, Homestake had received $33.0 million from the DOE and had a receivable of $4.1 million for the DOE’s share of reclamation expenditures made by Homestake through March 31, 2001. On April 25, 2001, the Company received $2.5 million from DOE.

          In 1983, the state of New Mexico filed claims against Homestake for natural resource damages resulting from the Grant Site. To date, the state of New Mexico has taken no action to enforce its claims.

          Other Contingencies

          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 the disposition of these matters will not have a material adverse effect on its financial position or results of operations.

9.    Homestake Canada Inc. (“HCI”)

          In connection with the 1998 acquisition of the minority interests in Prime Resources Group Inc., HCI issued 11.1 million HCI exchangeable shares. Each HCI exchangeable share is exchangeable for one Homestake common share at any time at the option of the holder and has essentially the same voting, dividend (payable in Canadian dollars), and other rights as one Homestake common share. A share of special voting stock, which was issued to the transfer agent in trust for the holders of the HCI exchangeable shares, provides the mechanism for holders of the HCI exchangeable shares to receive their voting rights.

          Homestake, through a wholly owned subsidiary, owns all the common shares outstanding of HCI. At March 31, 2001, HCI had 3.3 million HCI exchangeable shares outstanding, which were held by the public.

          Following the 1999 business combination with Argentina Gold, Homestake’s investment in Argentina Gold was transferred to HCI in exchange for a Canadian dollar-denominated intercompany note payable by HCI to its parent company of approximately C$282.0 million (US$191.0 million). In accordance with United States generally accepted accounting principles, the assets, liabilities and shareholder’s equity of Argentina Gold have been recorded in HCI’s financial statements at their historical cost basis. The difference between the historical cost basis of Argentina Gold shareholder’s equity and its fair value at the date of transfer has been recorded as a reduction to HCI’s shareholders’ equity.

          Summarized consolidated financial information for HCI is as follows:

	March 31, 2001		December 31, 2000
	(in thousands)
Current assets	$  45,478		$  41,837
Noncurrent assets	418,738		449,228
Total assets	$ 464,216		$ 491,065
Current portion of notes payable to the Company	$ 129,387		$ 122,992
Other current liabilities	22,525		28,044
Long-term debt	142,439		148,941
Notes payable to the Company	190,872		190,872
Other long-term liabilities	14,668		15,474
Deferred income taxes	148,945		161,976
Shareholders’ equity	(184,620	)	(177,234	)
Total liabilities and shareholders’ equity	$ 464,216		$ 491,065
	Three Months Ended March 31,
	2001		2000
Total revenues and other income	$  46,953		$  57,755
Costs and expenses	58,761		63,143
Loss before taxes and minority interests	$ (11,808	)	$  (5,388	)
Net loss	$  (9,454	)	$  (8,599	)

10.    Write-Downs and Other Unusual Charges

          On September 11, 2000, the Company announced a restructuring of the operations of the Homestake mine in South Dakota. The mine is expected to complete operations by December 2001. In connection with the restructuring, the Company recorded a $23.0 million provision for employee termination benefits and other exit costs in the third quarter of 2000. The workforce will be reduced from the then current level of 366 employees, to approximately 40 employees who will oversee the reclamation and other closure procedures by no later than December 2001. The classifications of the affected employees include mining engineers, geologists, administrative employees and mine workers. The following table presents a roll-forward of the liability accrued in connection with the Homestake mine restructuring plan:

	(in thousands)
Liability balance at December 31, 2000	$23,043
Severance payments	(45	)
Pension curtailment and settlement gains	(1,715	)
Liability balance at March 31, 2001	$21,283

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 condensed consolidated financial statements without reduction for minority interests. Homestake reports per ounce production costs in accordance with the “Gold Institute Production Cost Standard”.)

          This discussion should be read in conjunction with the Management’s Discussion and Analysis included in Homestake Mining Company’s (“Homestake” or the “Company”) 2000 Annual Report on Form 10-K, for the year ended December 31, 2000, which is incorporated by reference in the Company’s Annual Report.

RESULTS OF OPERATIONS

Summary

          Homestake recorded losses from continuing operations of $12.0 million ($0.05 per share) in the quarter ended March 31, 2001, compared with the losses from continuing operations of $14.9 million ($0.05 per share) for the first quarter of 2000. The first quarter of 2001 and 2000 results include after-tax foreign currency losses of $14.5 million ($0.06 per share) and $13.0 million ($0.05 per share), respectively, primarily due to the decreases in the values of the Australian and Canadian dollars in relation to the US dollar. The majority of the foreign currency losses in the 2001 first quarter relate to intercompany advances established between the US parent and its Australian and Canadian subsidiaries to finance corporate acquisitions and capital development projects.

          Excluding the effect of the foreign currency exchange losses, the Company recorded net income of $2.5 million ($0.01 per share) for the quarter ended March 31, 2001, compared to a net loss of $1.9 million ($0.01 per share) for the corresponding period in 2000. The improvement in the current year’s results primarily reflects lower production costs, lower exploration spending, lower interest expense, lower income taxes and a gain of $2.4 million on the sale of mining information with respect to the Just-in-Case property partially offset by a $21-per-ounce decline in the realized gold price from the prior year’s first quarter.

Gold Operations

          Revenues from gold and ore sales totaled $165.5 million for both the first quarter of 2000 and 2001. Higher sales volumes in 2001 were offset by lower realized gold prices as reflected in the following table:

	Three Months Ended March 31,
	2001	2000
Ounces sold	578,300	499,900
Average realized price per ounce	$271	$292

           The following table details Homestake’s gold production and total cash cost per ounce by location:

	Production (ounces in thousands)		Total Cash Cost (dollars per ounce)
	Three Months Ended March 31,		Three Months Ended March 31,
Mine (Percentage interest)	2001	2000	2001	2000
Australia
Kalgoorlie (50)	98.2	96.1	$199	$211
Yilgarn:
Plutonic (100)	55.9	58.5	190	214
Darlot (100)	31.8	30.4	155	222
Lawlers (100)	24.9	22.0	211	209
Total Australia	210.8	207.0	191	213
Canada
Eskay Creek (100)(a)	77.1	84.5	51	7
Hemlo (50)	73.7	82.3	211	195
Total Canada	150.8	166.8	129	100
United States
Round Mountain (50)(b)	100.4	36.0	173	257
Ruby Hill (100)	30.2	28.3	108	106
McLaughlin (100)	29.0	29.5	224	224
Marigold (33)	6.4	6.7	209	196
Homestake (100)	47.2	47.7	224	275
Total United States	213.2	148.2	183	225
Chile
Agua de la Falda (51)	4.4	6.1	282	209
Grand Total	579.2	528.1	$173	$181

(a) Eskay Creek’s costs per ounce were calculated on a by-product basis. Included as a credit against costs in the 2001 first quarter were revenues from the sale of 3.6 million (3.8 million in 2000) ounces of silver at an average price of $4.62 ($5.09 in 2000) per ounce. If Eskay Creek silver production had been accounted for as a co-product, whereby costs were allocated separately to gold and silver based on their proportion of revenues, total consolidated cash costs would have been $182 and $192 per ounce, in the 2001 and 2000 first quarters, respectively. For comparison purposes, costs per ounce include estimated third-party costs incurred by smelter owners and others to produce marketable gold and silver.

(b) Homestake acquired an additional 25% interest in the Round Mountain mine effective July 1, 2000 increasing its ownership from 25% to 50%.

Australia

          Australian production increased by 2% to 210,800 ounces during the first quarter of 2001 from 207,000 ounces during the first quarter of 2000, due to increases in production at the Kalgoorlie, Darlot and Lawlers mines, partially offset by lower production at the Plutonic mine. The weighted average total cash cost at the Australian mines was $191 per ounce during the first quarter of 2001 compared to $213 per ounce during the same period in 2000.

          During the first quarter of 2001, production at Homestake’s 50% owned Kalgoorlie mine increased by 2% to 98,200 ounces at a total cash cost of $199 per ounce compared to 96,100 ounces at a total cash cost of $211 during the first quarter a year ago. The improved performance was achieved through increased mill throughput, resulting in higher production, a reduction of production costs due to a weaker Australian dollar, and the benefit of operating efficiencies gained from the recent transition from contract to owner mining.

          Homestake’s 100%-owned Yilgarn operations, consisting of the Plutonic, Darlot and Lawlers mines, increased production by 2% to 112,600 ounces at a weighted average total cash cost of $185 per ounce during the first quarter of 2001 compared to 110,900 ounces at a weighted average total cash cost of $215 per ounce a year ago, reflecting higher production at the Darlot and Lawlers mines partially offset by lower production at the Plutonic mine. Production at the Plutonic mine totaled 55,900 ounces at a total cash cost of $190 per ounce during the first quarter of 2001 compared to 58,500 ounces at a total cash cost of $214 per ounce during the same period in 2000. The decrease in ounces is largely attributable to a slightly higher in-process gold inventory at March 31, 2001 compared to March 31, 2000. Mill throughput, grade and recovery were comparable in both periods. Cash costs decreased by $24 per ounce primarily due to the weaker Australian dollar. During the first quarter of 2001, the Darlot mine produced 31,800 ounces at a total cash cost of $155 per ounce compared to 30,400 ounces at a total cash cost of $222 per ounce during the first quarter of 2000. The decrease in total cash cost is a result of reduced production costs resulting from the conversion from contract to owner mining and the favorable impact of a weaker Australian dollar. The Lawlers mine produced 24,900 ounces at a total cash cost of $211 per ounce compared to 22,000 ounces at a total cash cost of $209 per ounce a year ago. The increased production resulted from the operations processing 21,100 more tons in the first quarter of 2001 primarily from the lower-grade ore stockpile.

Canada

          Canadian gold production decreased 10% to 150,800 ounces during the first quarter of 2001 from 166,800 ounces in 2000. During the first quarter of 2001, the weighted average total cash cost per ounce from the Company’s Canadian mines increased by 29% to $129 per ounce from $100 per ounce a year ago primarily due to lower silver by-product credits at the Eskay Creek mine and increased unit mining costs as a result of lower ore grades at the Hemlo operations.

          At the Eskay Creek mine, first quarter 2001 production totaled 77,100 ounces at a total cash cost of $51 per ounce compared to 84,500 ounces at a total cash cost of $7 per ounce during the same period in 2000. The decrease in production was as a result of lower grades in the direct shipment ore. The increase in total cash costs reflected reduced silver by-product credits due to lower silver production and a lower silver price compared to the first quarter of 2000. Higher fuel, transportation and mining costs have also contributed to the increased total cash costs. At the Hemlo operations, Homestake’s 50% share of the first quarter of 2001 production from the combined Williams and David Bell mines totaled 73,700 ounces at an average total cash cost of $211 per ounce compared to 82,300 ounces at an average total cash cost of $195 per ounce for the same quarter of 2000. The reduction in gold production and the increase in total cash costs during the first quarter of 2001 is mainly due to greater quantities of lower grade material sourced from the open pit, and production from the lower grade stopes. The effect of processing lower grade material was partially offset by higher mill throughput, which in the first quarter averaged 10,250 tons of ore per day.

United States

          United States production increased by 44% to 213,200 ounces during the first quarter of 2001 compared to 148,200 ounces in the corresponding quarter of 2000, primarily due to higher attributable production associated with the increase in Homestake’s ownership interest in the Round Mountain mine, and higher production at the Ruby Hill mine. The weighted average United States total cash cost decreased by 19% to $183 per ounce during the first quarter of 2001 compared to $225 per ounce during the first quarter of 2000.

          During the first quarter of 2001, Homestake’s 50% share of production from the Round Mountain mine amounted to 100,400 ounces compared to 36,000 ounces representing its 25% share of production in the first quarter of 2000. In July 2000, the Company increased its ownership in the Round Mountain mine through the purchase of Case Pomeroy & Company’s interest. Total cash costs decreased to $173 per ounce during the first quarter of 2001 from $257 per ounce during the same period in 2000. Higher tonnage processed on the leach pads and through the mill contributed to the higher production. Lower cash costs were mainly due to the increase in production. Homestake’s wholly-owned Ruby Hill mine produced 30,200 ounces at a total cash cost of $108 per ounce during the first quarter of 2001 compared to 28,300 ounces at a total cash cost of $106 per ounce for the comparable period of 2000. The increase in production was due to higher ore grades during the first quarter of 2001. The Ruby Hill mine will complete mining in December 2002. Production from the Homestake mine decreased slightly to 47,200 ounces during the first quarter of 2001 from 47,700 ounces during the same period in 2000. Total cash cost during the first quarter of 2001 was $224 per ounce compared to $275 per ounce during the corresponding period of 2000. The reduction in cash costs is mainly due to lower mining costs associated with the planned mine closure. The Homestake mine is gradually reducing its workforce and site costs in accordance with a planned mine-out schedule. During the first quarter of 2001, gold production from the processing of the residual stockpiles at the McLaughlin mine totaled 29,000 ounces compared to 29,500 ounces during the first quarter in 2000. Total cash cost remained the same at $224 per ounce during the first quarter of 2001 compared to the first quarter of 2000. The Company’s share of production from the Marigold mine was 6,400 ounces during the first quarter of 2001 at a total cash cost of $209 per ounce compared to 6,700 ounces at a total cash cost of $196 per ounce during the same period in 2000.

South America

          Homestake’s share of production at its 51%-owned Agua de la Falda mine amounted to 4,400 ounces at a total cash cost of $282 per ounce during the first quarter of 2001 compared to 6,100 ounces of gold at a total cash cost of $209 per ounce in the first quarter of 2000. The decline in production and corresponding increase in total cash costs are primarily due to lower recovery rates.

          Homestake’s 60%-owned Veladero project in northwestern Argentina has completed its 2000-2001 field season. During the second quarter, Homestake will focus on continuing the metallurgical testing, incorporating and interpreting new drill results and updating the mine planning, process design, permitting, capital and operating cost estimates and financial models. Capitalized costs during the first quarter of 2001 were $7.1 million, including capitalized interest of $484,000.

          Other loss for the first quarter of 2001 includes foreign exchange losses of $15.5 million, of which $2.8 million related to foreign currency contracts and $12.7 million related to intercompany loans. In addition, other loss includes a gain of $2.4 million for the sale of mining information related to the Just-in-Case property in Western Australia. Other loss in the corresponding period of 2000 includes foreign exchange losses of $14.0 million, of which $8.2 million related to foreign currency contracts and $5.8 million related to intercompany loans.

          Depreciation, depletion and amortization expense of $35.2 million during the first quarter of 2001 was comparable to $35.5 million in the same quarter of 2000. The effects of higher production and the increases in property, plant and equipment resulting from the conversion of certain Australian mines from contract to owner mining were offset by reserve expansions.

          Exploration expense for the first quarter of 2001 decreased to $6.0 million compared to $10.0 million a year ago reflecting a reduction in the current year’s program and the capitalization of Veladero project development costs in 2001.

          Income tax expense for the first quarter in 2001 was a benefit of $3.3 million compared to an expense of $2.7 million for the same quarter in 2000. The $3.3 million tax benefit in the first quarter of 2001 reflects the geographic mix of pre-tax income and losses and recognition of certain Australian deferred tax assets following the closing of the Just-in-Case transaction. The Company’s consolidated effective income tax rate fluctuates depending on the geographic mix of pre-tax income and losses.

          Minority interests: During the first quarter of 2001, minority interests’ share of losses in consolidated subsidiaries increased to $625,000 compared to $155,000 in the first quarter of 2000, primarily due to increased losses at Agua de la Falda.

LIQUIDITY AND CAPITAL RESOURCES

          Cash provided by continuing operations totaled $13.6 million in the first quarter of 2001 compared to $37.6 million in the first quarter of 2000. Working capital at March 31, 2001, amounted to $185.1 million, including cash and equivalents and short-term investments of $193.5 million.

          Capital expenditures of $24.7 million during the first quarter of 2001 compares to capital expenditures of $16.4 million during the first quarter of 2000. Capital expenditures in 2001 include $7.1 million of capitalized development costs at the Veladero project, $8.6 million at Round Mountain, primarily for new haul trucks, and $5.6 million at the Yilgarn operations, primarily for capitalized mine development costs and mining equipment resulting from conversion to owner mining. The balance of the 2001 capital expenditures primarily relate to sustaining capital at the Company’s other operating mines. Capital expenditures in 2000 of $16.4 million include $6.4 million for underground development work at the Yilgarn operations, $5.9 million for owner mining equipment at Kalgoorlie and $1.5 million for various infrastructure and other capital improvements at the Homestake mine. The balance of the 2000 capital expenditures relate to sustaining capital at the Company’s operating mines.

          Debt repayments during the first quarter of 2001 were $624,000 compared to $977,000 in the prior year’s first quarter. Debt repayments in 2001 reflect capitalized lease principal reductions. During the first quarter of 2000, the Company repurchased $475,000 of the 5.5% convertible subordinated notes (“Convertible Notes”) and made $502,000 of principal payments under capitalized leases. In addition, the Company also received $4.8 million of capital lease proceeds related to additional owner-mining equipment at Kalgoorlie.

          The Company has a cross-border credit facility (“Credit Facility”) providing a total availability of $430.0 million. The facility is available through July 14, 2003 and provides for borrowings in United States, Canadian and Australian dollars, or gold, or a combination of these. At March 31, 2001, Canadian dollar borrowings under the Credit Facility of $142.4 million (C$224.7 million) were outstanding. During the first quarter of 2001, the Company made no repayments under the Credit Facility. The Company pays a commitment fee on the unused portion of this facility ranging from 0.15% to 0.35% per annum, depending upon rating agencies’ ratings for the Company’s senior debt. The credit agreement includes a minimum consolidated net worth test. Interest on the Canadian dollar borrowings is payable quarterly and is based on the Bankers’ Acceptance discount rate plus a stamping fee. At March 31, 2001, this rate was 6.46%.

Foreign currency, gold and other commitments

          Homestake’s precious metals hedging policy provides for the use of forward sales contracts to hedge up to 30% of each of the following ten year’s expected annual gold production, and up to 30% of each of the following five year’s expected annual silver production, at prices in excess of certain targeted prices. The policy also provides for the use of combinations of put and call option contracts to establish minimum floor prices. Homestake does not hold or issue financial instruments or derivative financial instruments for trading purposes or to create hedge positions in excess of forecast identifiable exposures.

          During the first quarter of 2001 and 2000, the Company delivered 87,000 and 91,300 ounces of gold under hedge contracts at average prices of $276 and $323 per ounce, respectively, and during the first quarter of 2000, delivered 655,000 ounces of silver at an average price of $6.30 per ounce under maturing forward sales and option contracts. The foregoing hedging activities increased revenues in the three months ended March 31, 2001 and 2000 by approximately $346,000 and $4.0 million, respectively, versus the then prevailing spot prices. During the first quarter of 2001, after scheduled deliveries, Homestake added approximately 500,000 ounces of Australian dollar denominated gold forward sales contracts. The estimated fair value of the Company’s remaining gold hedging position at March 31, 2001 is approximately $42.4 million. The Company’s gold hedging program at March 31, 2001, covers approximately 10% of its proven and probable reserves and contains no exposure to floating lease rates or margin call requirements.

           Under the Company’s foreign currency protection program, the Company has entered into foreign currency option contracts to minimize the effects of a strengthening of the Canadian or Australian currencies in relation to the United States dollar. In July 2000, the Company discontinued its foreign currency protection program. Contracts outstanding at March 31, 2001, are expected to remain in place until maturity. Realized and unrealized gains and losses on this program are recorded in other income. At March 31, 2001, the Company had a net unrealized loss of $4.5 million on open contracts under this program.

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

          In October 1997, HCI and Prime Resources Group Inc. (“Prime”) entered into an agreement with Inmet Mining Corporation (“Inmet”) to purchase the Troilus mine in Quebec for $110.0 million plus working capital. In December 1997, HCI and Prime terminated the agreement after determining that, on the basis of due diligence studies, conditions to closing the arrangement would not be satisfied. On February 23, 1998, Inmet filed suit against Prime and HCI in the British Columbia Supreme Court, disputing the termination of the agreement, and alleging that Prime and HCI had breached the agreement. Inmet seeks specific performance or, in the alternative, equitable damages. Homestake believes that the agreement with Inmet was terminated properly and that the action by Inmet is without merit. Trial of this action commenced in February 2001 and is ongoing. Homestake is vigorously defending this action.

          Homestake and its subsidiaries are defendants in various legal actions in the ordinary course of business. In the opinion of management, such matters will be resolved without a material adverse effect on the Homestake’s financial condition, results of operations or cash flow.

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

          At the Annual Meeting of Stockholders held on April 27, 2001, stockholders voted on and approved: (i) the election of three Class II directors for terms expiring in 2004, and (ii) the appointment of PricewaterhouseCoopers LLP as independent accountants for 2001. Stockholder votes were as follows:

(i) Election of three Class II Directors:

Directors	Votes For	Votes Withheld
Thomas J. O’Neil	205,858,424	1,323,127
Walter T. Segsworth	205,887,768	1,293,783
Jack E. Thompson	205,927,727	1,253,824

          In addition to the aforementioned directors, the following directors continued in office: Gerhard Ammann, Robert H. Clark, Jr., Peter J. Neff, Carol A. Rae, and Jeffrey L. Zelms.

          On April 27, 2001, Norman Anderson and John Neerhout, Jr. retired as directors and were not replaced. The Board of Directors amended the Company by-laws to adjust the total number of directors to eight.

(ii) Appointment of PricewaterhouseCoopers LLP as independent accountants for 2001:

Votes For	Votes Against	Abstain	No Vote
205,500,099	713,808	967,644	Nil

Item 5.    Other Information

          None

(a) CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

          Certain statements contained in this Form 10-Q that are not statements of historical facts are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on beliefs of management, as well as assumptions made by and information currently available to management. Forward looking statements include those preceded by the words “believe,” “estimate,” “expect,” “intend,” “will,” and similar expressions, and include estimates of reserves, future production, costs per ounce, dates of construction completion, costs of capital projects and commencement of operations. Forward looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Some important factors and assumptions that could cause actual results to differ materially from expected results are discussed below. Those listed are not exclusive.

          Estimates of reserves and future production for particular properties and for the Company as a whole are derived from annual mine plans that have been developed based on mining experience, assumptions regarding ground conditions and physical characteristics of ore (such as hardness and metallurgical characteristics), expected rates and costs of production, and estimated future sales prices. Actual production may vary for a variety of reasons, such as the factors described above, ore mined varying from estimates of grade and metallurgical and other characteristics, mining dilution, actions by labor, and government imposed restrictions. Estimates of production from properties and facilities not yet in production are based on similar factors but there is a greater likelihood that actual results will vary from estimates due to a lack of actual experience. Cash cost estimates are based on such things as past experience, reserve and production estimates, anticipated mining conditions, estimated costs of materials, supplies and utilities, and estimated exchange rates. Noncash cost estimates, based on total capital costs and reserve estimates, change based on actual amounts of unamortized capital, changes in reserve estimates, and changes in estimates of final reclamation. Estimates of future capital costs are based on a variety of factors and 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 by Company personnel and outside consultants, and other factors. Capital cost estimates for new projects are subject to greater uncertainties than additional capital costs for existing operations. Estimated time for completion of capital projects is based on such factors as the Company’s experience in completing capital projects, and estimates provided by and contract terms with contractors, engineers, suppliers and others involved in design and construction of projects. Estimates reflect assumptions about factors beyond the Company’s control, such as the time government agencies take in processing applications, issuing permits and otherwise completing processes required under applicable laws and regulations. Actual time to completion can vary significantly from estimates.

          See the Company’s Form 10-K Report for the year ended December 31, 2000, “RISK FACTORS” and “CAUTIONARY STATEMENTS” included under Part I—Item 1, for a more detailed discussion of factors that may impact on expected future results.

Item 6.    Exhibits and Reports on Form 8-K

(a) Exhibits

          A.1    Amended Bylaws of the Corporation, effective as of April 27, 2001.

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: May 14, 2001	By  /S /  DAVID W. PEAT
	David W. Peat Vice President, Finance and Chief Financial Officer (Principal Financial Officer)
Date: May 14, 2001	By  /S /  ALEX G. MORRISON
	Alex G. Morrison Vice President and Controller (Principal Accounting Officer)

EX-99.A1

                                                                Exhibit A.1

                           HOMESTAKE MINING COMPANY


                           (A DELAWARE CORPORATION)

                                    BYLAWS

                       As amended through April 27, 2001

                                   ARTICLE I
                            MEETING OF STOCKHOLDERS

  SECTION 1.  The annual meeting of the Company shall be held on such day and at
such time as the Board of Directors shall determine, for the election of
Directors and the transaction of such other business as properly come before
such meeting.

  SECTION 2.  Special meetings of the stockholders may be called at any time by
the Chairman of the Board, by the President, by the Board of Directors of the
Company, by a committee of the Board of Directors which has been duly designated
by the Board of Directors and whose powers and authority, as provided in a
resolution of the Board of Directors or in the Bylaws of the Company include the
power to call such meetings, or by stockholders having not less than seventy-
five percent (75%) of the total voting power of all outstanding shares of stock
of the Company, but such special meetings may not be called by any other person
or persons; provided, however, that if and to the extent that any special
meeting of stockholders may be called by any other person or persons specified
in any provisions of the Restated Certificate of Incorporation or any amendment
thereto, or any certificate filed under Section 151(g) of the General
Corporation Law of Delaware (or its successor statute as in effect from time to
time hereafter), then such special meeting may also be called by the person or
persons in the manner, at the times and for the purposes so specified.

  SECTION 3.  All notices of meetings of stockholders shall be sent or otherwise
given in accordance with Section 4 of this Article I not less than ten (10) nor
more than sixty (60) days before the date of the meeting.  The notice shall
specify the place, date and hour of the meeting and (1) in the case of a special
meeting, the general nature of the business to be transacted, and no other
business may be transacted, or (2) in the case of the annual meeting, those
matters which the Board of Directors, at the time of giving the notice, intends
to present for action by the stockholders, and (3) in the case of any meeting at
which directors are to be elected, the names of the nominees intended at the
time of the mailing of the notice to be presented by management for election.

  SECTION 4.  Notice of any meeting of stockholders shall be given either
personally or by mail or other written communication, charges prepaid, addressed
to the stockholder at the address of the stockholder appearing on the books of
the Company, or given by the stockholder to the Company for the purpose of
notice.  If no such address appears on the Company's books or is given, notice
shall be deemed to have been given if sent to that stockholder by mail or other
written communication to the Company's principal executive office, or, if
published at least once


in a newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.

  If any notice addressed to a stockholder at the address of that stockholder
appearing on the books of the Company is returned to the Company by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice to the stockholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the stockholder on written demand of the
stockholder at the principal executive office of the Company for a period of one
year from the date of the giving of the notice.  An affidavit of the mailing or
other means of giving any notice of any stockholders' meeting may be executed by
the Secretary, any Assistant Secretary, or any transfer agent of the Company
giving the notice, and if executed shall be filed and maintained in the minute
book of the Company.

  SECTION 5.  Every annual meeting and every special meeting of the stockholders
shall be held at such place within or without the State of Delaware as may be
designated as the place for holding such meeting by the Board of Directors.  In
the absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the Company.

  SECTION 6.  Except as otherwise provided by statute of by the Restated
Certificate of Incorporation, the presence in person or by proxy of the holders
of a majority in voting power of the shares of capital stock of the Company at
the time issued and outstanding and entitled to vote at any meeting shall
constitute a quorum for the transaction of business.  The stockholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment notwithstanding the withdrawal of enough stockholders
to leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority in voting power of the shares required to
constitute a quorum.  If such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time until a quorum shall by present or represented.  At any
adjourned meeting at which a quorum shall be present or represented any business
which might have been transacted at the meeting which was adjourned may be
transacted and with the same effect.  If after the adjournment a new record date
is fixed for the adjourned meeting or if the adjournment is for more than thirty
(30) days, notice of the adjourned meeting shall be given as in the case of an
original meeting, but otherwise no further notice of the time and place of the
adjourned meeting need be given other than by announcement at the meeting at
which such adjournment is taken.

  SECTION 7.  Except as otherwise provided by statute or by the Restated
Certificate of Incorporation, every stockholder of record shall be entitled at
any meeting of stockholders to one vote on each matter submitted to a vote of
the stockholders for every share of stock standing in the name of such person on
the books of the Company and qualified to vote.  The stockholders'

                                       2


vote shall be by written ballot unless the requirement therefor is dispensed
with by the Board of Directors. On any matter other than elections of directors,
any stockholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
stockholder fails to specify the number of shares which the stockholder is
voting affirmatively, it will be conclusively presumed that the stockholder's
approving vote is with respect to all shares that the stockholder is entitled to
vote. All matters (other than the election of directors) shall, unless otherwise
provided by the Restated Certificate of Incorporation, these By-laws, or the
rules and regulations of any stock exchange applicable to the Company or its
securities, be decided by the affirmative vote of the holders of a majority in
voting power of the shares of stock of the Company which are present in person
or by proxy and entitled to vote thereon.

  SECTION 8.  In the event the Board of Directors fixes a day for the
determination of stockholders of record entitled to vote as provided in Section
1 of Article XIV of these Bylaws, then only persons in whose names shares
entitled to vote stand on the stock records of the Company on such day shall be
entitled to vote.

  If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the business day next preceding the day notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

  If no record date is fixed, the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

  A determination of stockholders of record entitled to notice of or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting, but
the Board of Directors may fix a new record date for the adjourned meeting.

  SECTION 9.  At all meetings of the stockholders, stockholders may vote either
in person or by one or more agents authorized by a proxy.  A proxy which does
not state that it is irrevocable shall continue in full force and effect unless
(1) revoked before the vote pursuant to that proxy, by a revocation delivered to
the Company stating that the proxy is revoked, or by the granting of a
subsequent proxy by, or attendance at the meeting and voting by, the person
granting the proxy, or (2) written notice of the death or incapacity of the
maker of that proxy is received by the Company before the vote pursuant to that
proxy is counted; provided, however, that no proxy shall be valid after the
expiration of three (3) years from the date of the proxy, unless otherwise
provided in the proxy.  The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of Section 212(e) of the
General Corporation Law of Delaware (or its successor statute as in effect from
time to time hereafter).

                                       3


  SECTION 10.  The transaction of business at any meeting of stockholders,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after a meeting, each
person entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of minutes of the meeting.  The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any annual or
special meeting of stockholders.  All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.

  Attendance by a person at a meeting shall also constitute a waiver of notice
of that meeting, except when the person objects at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters required by law to be included in the
notice of meeting but not so included if that objection is expressly made at the
meeting.

  SECTION 11.  No action shall be taken by the stockholders except at an annual
or special meeting of the stockholders.

  SECTION 12.  At any annual meeting of stockholders, only such business shall
be conducted as shall have been brought before the annual meeting (1) by or at
the direction of the chairman of the meeting or (2) by any stockholder who is a
holder of record at the time of the giving of the notice provided for in this
Section 12, who is entitled to vote at the meeting, and who complies with the
procedures set forth in this Section 12.

  For business properly to be brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in proper written form to
the Secretary.  To be timely, a stockholder's notice must be received at the
principal executive offices of the Company not less than 75 days nor more than
180 days prior to the anniversary date of the immediately preceding annual
meeting; provided, however, that in the event that the date of the annual
         -----------------
meeting is more than 30 days earlier or more than 30 days later than such
anniversary date, notice by the stockholder to be timely must be so received not
earlier than the 180th day prior to such annual meeting and not later than the
close of business on the later of the 75th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made.  To be in proper written form, a stockholder's notice to
the Secretary shall set forth in writing as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; and (ii) the name and address,
as they appear on the Company's books, of the stockholder proposing such
business.  The foregoing notice requirements shall also be deemed satisfied by a
stockholder if the

                                       4


stockholder has notified the Company of his or her intention to present a
proposal at an annual meeting and such stockholder's proposal has been included
in a proxy statement that has been prepared by management of the Company to
solicit proxies for such annual meeting; provided, however, that if such
                                         -----------------
stockholder does not appear or send a qualified representative to present such
proposal at such annual meeting, the Company need not present such proposal for
a vote at such meeting, notwithstanding that proxies in respect of such vote may
have been received by the Company.

                                  ARTICLE II
                                   DIRECTORS

  SECTION 1.  Subject to the limitations prescribed by statute or by the
Restated Certificate of Incorporation or these Bylaws as to action to be
authorized or approved by the stockholders, all the powers, rights and
privileges of the Company shall be exercised by or under the direction of, and
the business and affairs of the Company shall be managed under the direction of,
its Board of Directors.  Directors shall be elected by the stockholders of the
Company, and at each election the persons receiving the greatest number of
votes, up to the number of directors then to be elected, shall be the persons
then elected.  The election of directors is subject to any provisions in the
Restated Certificate of Incorporation relating thereto, including any provisions
for a classified Board.

  SECTION 2.  Except as otherwise provided by statute or by the Restated
Certificate of Incorporation, any vacancy in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, and each director so elected shall hold office
until his successor is elected and qualified.

  SECTION 3.  All meetings of the Board of Directors shall be held at the
principal office of the Company or at any other place within or without the
State of Delaware as the Board of Directors may from time to time fix therefor.
Any meeting of the Board of Directors, regular or special, may be held by
conference telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.

  SECTION 4.  A regular meeting of the Board of Directors shall be held, if a
quorum be present, in each and every year immediately after the adjournment of
the annual meeting of stockholders for the purpose of electing officers and
transacting such other business as might be transacted at any regular meeting of
the Board.  Regular meetings of the Board of Directors, of which no notice shall
be required to be given, shall be held in every odd-numbered month in accordance
with a schedule established by the Board of Directors from time to time, except
that the scheduled date of any meeting may be changed by the Chairman of the
Board or the President, in the discretion of either, provided that notice of
such change shall be given to all directors personally or by mail, telegram,
telecopy or other means of electronic communication

                                       5


or telephone at least one (1) week prior to such scheduled date and at least
four (4) days prior to the date upon which such meeting is to be held.

  SECTION 5.  Special meetings of the Board of Directors shall be called by the
Secretary at the direction of the Chairman of the Board, the President, or a
majority of the directors.  Notice of the time and place of any special meeting
of the Board of Directors shall be given by serving the same personally or by
telegram, telecopy or other means of electronic communication or telephone at
least two (2) hours before such meeting.  Each member of the Board of Directors
shall, by writing filed with the Secretary, designate his post office address,
telecopier number, electronic mail address, telephone number or other relevant
delivery information to which notices of meetings of the Board of Directors of
this Company shall be directed, and in the event of any change therein shall
promptly inform the Company thereof.

  SECTION 6.  At all meetings of the Board of Directors a majority of the
directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and every act and decision done or made by a majority
of the directors present at a regular meeting or a duly called special meeting
held at which a quorum is present shall be the act of the Board of Directors,
unless a greater number is required by statute or by the Restated Certificate of
Incorporation.  In the absence of a quorum, a majority of the directors present
at any meeting may adjourn the meeting from time to time until and not past the
time fixed for the next regular meeting of the Board of Directors.  Notice of
the time and place of holding an adjourned meeting need not be given to
directors absent from the meeting which was adjourned if the time and place of
the adjourned meeting are fixed at the meeting which was adjourned.

  SECTION 7.  By resolution of the Board of Directors, a fixed sum may be
allowed each director attending a meeting of the Board of Directors.  Members of
the Executive Committee or other committees may likewise be allowed fixed sums
as determined by the Board of Directors.  All directors shall be reimbursed for
any reasonable expenses which they incur as such for attendance at meetings of
the Board of Directors or committees or otherwise.  Directors who are not also
officers or employees of the Company may receive such compensation for their
services as directors as may be fixed or determined by the Board of Directors.
Except as provided herein, no director shall be compensated for his services as
a director, but any director may serve the Company in any other capacity and
receive compensation therefor.

  SECTION 8.  The transaction of business at any meeting of the Board of
Directors, however called and noticed, and wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice and consent to holding the meeting or
an approval of the minutes thereof, which waiver, consent, or approval shall be
filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who attends the
meeting without protesting before or at its commencement, the lack of notice to
that director.  Any action required or permitted to be

                                       6


taken by the Board of Directors may be taken without a meeting, if all members
of the Board shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors.

  SECTION 9.  The authorized number of Directors is hereby set at eight until
such number is changed by a Bylaw or amendment thereof duly adopted by the
stockholders in accordance with the Restated Certificate of Incorporation or by
the Board of Directors amending this Section Nine.  The Board of Directors shall
be divided into three classes of directors elected for terms of three years
each.  Until changed, Class I shall consist of two directors, Class II shall
consist of three directors, and Class III shall consist of three directors.

  SECTION 10.  The Board of Directors may from time to time designate from one
to three former directors of this Company as Consultants to the Board of
Directors.  The term of office of each such Consultant to the Board of Directors
shall terminate immediately after the adjournment of each annual meeting of
stockholders of the Company, or at such other time as may be determined by the
Board of Directors.  A Consultant to the Board of Directors may attend meetings
of the Board of Directors with the privilege of participating in all
discussions, but without the right to vote, and shall be eligible for
appointment as Consultant to committees of the Board of Directors, but with no
right to vote.  Consultants shall not be included in determining the presence of
a quorum.  Other rights, privileges and duties of Consultants to the Board of
Directors and any compensation to be paid to Consultants to the Board of
Directors may be provided from time to time by resolution of the Board of
Directors.

                                  ARTICLE III
                        EXECUTIVE AND OTHER COMMITTEES

  SECTION 1.  The Board of Directors may, by resolution or resolutions passed by
a majority of the directors, appoint from their number an Executive Committee of
one or more directors, who shall make recommendations to the Board.  The
Executive Committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors including, without limitation, the power and authority to declare a
dividend, to authorize the issuance of stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
Delaware (or its successor statute as in effect from time to time hereafter);
but shall not have the power or authority to: (a) amend the Restated Certificate
of Incorporation (except that a committee may, to the extent authorized in
resolutions providing for the issuance of stock adopted by the Board of
Directors as provided in Section 151(a) of the General Corporation Law of
Delaware (or its successor statute as in effect from time to time hereafter),
fix any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, distribution of assets of the Company, or the
conversion into or the exchange of such shares for shares of any other class or
classes or any other series of the same of any other class or classes of stock
of the Company), (b) adopt an agreement of merger or consolidation under Section
251 or 252 of the General Corporation Law

                                       7


of Delaware (or its successor statute as in effect from time to time hereafter),
(c) recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Company's property and assets, (d) recommend to the
stockholders a dissolution of the Company or a revocation of a dissolution, or
(e) amend the Bylaws of the Company. The Board of Directors shall elect a
Chairman of the Executive Committee, and in his absence the Chairman of the
Board shall act as Chairman of the Executive Committee, ex officio, in his
place, and in the absence of the Chairman of the Executive Committee and the
Chairman of the Board, the President of the Company shall act as Chairman of the
Executive Committee, ex officio, in their places.

  SECTION 2.  A majority of the Executive Committee shall constitute a quorum
for the transaction of business at any meeting thereof duly called and held.
The Board of Directors shall have the power to provide by resolution for regular
meetings of the Executive Committee and to specify the time and place of holding
such regular meetings.  Special meetings of the Executive Committee may be
called at any time by the Chairman of the Board, the President, or by a majority
of the members of the Executive Committee and notice of all such special
meetings shall be given in the manner provided in Section 5 of Article II.
Meetings of the Executive Committee may be held at the principal office of the
Company, or, if authorized by resolution of the Board of Directors, such
meetings may, by unanimous consent of the members of the committee, be held at
any other place.  The Board of Directors shall have the power to prescribe rules
for the government of the Executive Committee not inconsistent with the
provision of these Bylaws.  In the absence of any such prescription by the Board
of Directors of by the Bylaws, the regular and special meetings and other
actions of the Executive Committee shall be governed by the provisions of
Article II applicable to meetings and actions of the Board, with such changes in
the context of these Bylaws as are necessary to substitute the Executive
Committee and its members for the Board of Directors and its members.

  SECTION 3.  The Board of Directors may, by resolution or resolutions passed by
a majority of the directors, appoint from their number such other committees
consisting of one or more directors as the Board of Directors may deem
advisable.  The Board may designate one or more directors as alternate members
of any committee, who may replace any absent member at the meeting of the
committee.  Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have all the authority of the Board of Directors,
except with respect to the matters set forth in (a) through (e) of Section 1 of
this Article III and shall be governed in accordance with Section 2 of this
Article III.

  SECTION 4.  The Executive and other committees shall keep records of their
proceedings and report the same to the Board of Directors whenever so required.

                                  ARTICLE IV
                                   OFFICERS

                                       8


  SECTION 1.  The officers of this Company shall be a Chairman of the Board, a
President, a Vice President, a Secretary, a Treasurer and a Controller, who
shall be elected by and hold office at the pleasure of the Board of Directors.
The Board of Directors may also elect such additional officers, if any, as it
shall deem expedient, including, without limitation, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents and
one or more assistant officers.  Only members of the Board of Directors shall be
eligible for the office of the Chairman of the Board and the office of
President, but no other officer need be a member of the Board of Directors.  Any
two or more offices may be held by the same person.  The compensation of
officers shall be fixed and determined by the Board of Directors from time to
time.

  SECTION 2.  The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall elect a Chairman of the Board, a President, a
Vice President, a Secretary, a Treasurer and a Controller and at such time or
from time to time may elect or appoint such other officers and agents as it
shall deem expedient.

  SECTION 3.  Except as otherwise provided by law, or in these Bylaws, or by
resolutions of the Board of Directors, each of such officers shall serve until
the date appointed by these Bylaws for the next annual meeting of stockholders
and until his successor is elected or appointed and shall have qualified.  If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.

  SECTION 4.  The Board of Directors, in its discretion, may require any
officer, agent or employee of the Company to give security for the faithful
performance of his duties in such form and amount and with or without one or
more of such sureties as the Board of Directors may determine.

  SECTION 5.  Nothing in this Article IV or elsewhere in these Bylaws shall
prevent the Board of Directors from authorizing, or the Company from executing,
a contract for the employment of a person as an officer of the Company for a
period of more than one year.

                                   ARTICLE V
                      CHAIRMAN OF THE BOARD AND PRESIDENT

  SECTION 1.  The Chairman of the Board shall, if present, preside at all
meetings of the stockholders and of the Board of Directors, and shall have such
other powers and duties as shall be prescribed by the Board of Directors or by
law.  He shall be a member ex officio of all committees, except the Audit,
Compensation and Nominating Committees.

  SECTION 2.  The President shall, if present and in the absence of the Chairman
of the Board, preside at all meetings of the stockholders and of the Board of
Directors, and shall have such other powers and duties as shall be prescribed by
the Board of Directors or by law.  He shall

                                       9


be a member ex officio of all committees, except the Audit, Compensation and
Nominating Committees.



                                  ARTICLE VI
               POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER
                            AND HEAD OF THE COMPANY

  Either the Chairman of the Board or the President, as may be determined from
time to time by the Board of Directors, shall have the powers and duties of the
Chief Executive Officer and head of the Company.  Such powers and duties shall
include the general control and management of the business and affairs of the
Company; the responsibility for seeing that all orders and resolutions of the
Board of Directors are carried into effect; the exclusive authority to execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Company, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Company; and membership ex officio in all committees, except the Audit,
Compensation and Nominating Committees.

                                  ARTICLE VII
                 EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS

  SECTION 1.  Executive Vice Presidents, if any shall have been elected and be
in office, shall have and may exercise the powers and duties of the President in
the absence or inability of the latter and such other powers and duties as may
be assigned to them by the Board of Directors.

  SECTION 2.  The Vice President or Vice Presidents (including any Senior Vice
Presidents) shall have and exercise the powers and duties of the Executive Vice
President in the absence or inability of the President and the Executive Vice
Presidents and such other powers and duties as may be assigned to them
respectively by the Board of Directors.

  SECTION 3.  The Vice President, Finance shall be the Chief Financial Officer
of the Company.

                                 ARTICLE VIII
                      SECRETARY AND ASSISTANT SECRETARIES

                                       10


  SECTION 1.  The Secretary shall have custody of the seal of the Company, and
when authorized by the Board of Directors, he shall affix the same to any
instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary.  He
shall attend all meetings of the stockholders and of the Board of Directors and
keep the minutes of all proceedings in a book or books to be kept for that
purpose at the principal office of the Company or at such other place as the
Board of Directors may from time to time determine, and he shall perform like
duties for the Executive and other committees when required.  He shall attend to
the giving and serving of all notices of the Company, and he shall perform such
other duties as may be incidental to his office or as may be assigned to him by
the Board of Directors, the Chairman of the Board, the President, or the officer
under whose supervision he shall be.

  SECTION 2.  It shall be the duty of the Assistant Secretaries, if any shall
have been elected and be in office, to aid the Secretary in the discharge of his
duties and to perform such other duties as may be assigned to them by the Board
of Directors, the Chairman of the Board, the President, the Vice President,
Finance, or the Secretary.

                                  ARTICLE IX
                       TREASURER AND ASSISTANT TREASURER

  SECTION 1.  The Treasurer shall have the care and custody of the funds and
securities of the Company, except as otherwise determined by the Board of
Directors, and shall deposit all such funds and securities of the Company in the
name and to the credit of the Company in such depositories and places and
subject to withdrawal in such manner as these Bylaws or the Board of Directors
may determine.  Within established lines of authority, he shall be responsible
for the administration of the Company's securities portfolio, pension plans,
insurance and employee benefit programs, the keeping of the stock certificate
book and such other books and records as the Board of Directors may direct.  He
shall also have charge of a stock book containing the names of the stockholders
and their addresses, the number of shares of stock held by them respectively,
the name and date of the certificates issued for the same, and the number and
date of cancellation of every certificate surrendered for cancellation, and
shall have such other powers and perform such other duties as may be conferred
upon or assigned to him by the Board of Directors, the Chairman of the Board,
the President, the Vice President, Finance, or the officer under whose
supervision he shall be.

  SECTION 2.  It shall be the duty of the Assistant Treasurer, if one shall have
been elected and be in office, to aid the Treasurer in the discharge of his
duties and perform such other duties as may be assigned to him by the Board of
Directors, the Chairman of the Board, the President, the Vice President,
Finance, or the Treasurer.

                                  ARTICLE X
                      CONTROLLER AND ASSISTANT CONTROLLER

                                       11


  SECTION 1.  The Controller shall keep or cause to be kept adequate and correct
accounts of the corporate properties and business transactions in books
belonging to the Company, and he shall disburse the funds of the Company as
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
whenever they may require it, an account of all of his transactions and the
financial condition of the Company.  He shall be responsible for the
administration of programs providing for financial management and budgetary
controls of the Company, development of accounting policies and procedures, and
use of data processing equipment and the preparation, review and filing of all
tax and other financial reports and returns, and he shall have such other powers
and perform such other duties as may be conferred upon or assigned to him by the
Board of Directors, the Chairman of the Board, the President, the Vice
President, Finance, or the officer under whose direct supervision he shall be.

  SECTION 2.  It shall be the duty of the Assistant Controller, if one shall
have been elected and be in office, to aid the Controller in the discharge of
his duties and to perform such other duties as may be assigned to him by the
Board of Directors, the Chairman of the Board, the President, the Vice
President, Finance, or the Controller.

  SECTION 3.  The Controller shall be the Chief Accounting Officer of the
Company.

                                  ARTICLE XI
                                GENERAL MANAGER

  SECTION 1.  The Board of Directors may appoint a General Manager who shall not
be an officer of the Company unless the Board shall otherwise determine.

  SECTION 2.  Subject to the supervision and direction of the Chairman of the
Board or the President, and in accordance with the policies determined by the
Board of Directors, the General Manager shall have power and authority to do and
transact and supervise and direct such of the usual and ordinary business of the
Company as may be designated by the Chairman of the Board or the President.

  SECTION 3.  The Board of Directors may also appoint an Assistant General
Manager to aid the General Manager in the performance of his duties and to
perform such other duties as may be required of him by the Chairman of the Board
or the President.

  SECTION 4.  The Chairman of the Board or the President may, with the approval
of the Board of Directors, appoint managers or superintendents for specific
operations that are not related to or included in those assigned to the General
Manager, with duties and responsibilities as may be designated by the Chairman
of the Board or the President.

                                       12


                                  ARTICLE XII
        REMOVALS, RESIGNATIONS AND VACANCIES OF DIRECTORS AND OFFICERS

  SECTION 1.  No member of the Board of Directors may be removed without cause
and except in compliance with the Company's Restated Certificate of
Incorporation.

  SECTION 2.  Any director or officer may resign his office at any time, such
resignation to be made in writing and to take effect from the time of its
receipt by the Company, unless a different time be fixed in the resignation, and
in that event, from the time so fixed.  The acceptance of a resignation shall
not be required to make it effective.

  SECTION 3.  Any officer elected or appointed by the Board of Directors may be
removed at any time with or without cause by the Board of Directors.  Any other
officer or employee of the Company may be removed at any time with or without
cause by the Board of Directors or by any committee or superior officer upon
whom such power of removal may be conferred by the Bylaws or by the Board of
Directors.

  SECTION 4.  If the office of any director becomes vacant for any cause, such
vacancy may be filled for the unexpired portion of the term, if any, by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director.

                                 ARTICLE XIII
                             CERTIFICATES OF STOCK

  SECTION 1.  Form of Certificate.  Certificates for shares of stock of the
Company shall be in such form and of such design as the Board of Directors shall
prescribe and each certificate for shares issued by the Company shall be signed
by the Chairman of the Board, or the President or any Executive Vice President
or Vice President and the Secretary or an Assistant Secretary.  Any or all of
the signatures on the certificate may be facsimile.  If any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Company
with the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.  The certificates for shares shall be numbered
and registered as they are issued.  They shall exhibit the number, date of
issuance, name of person to whom issued, designation, if any, the class or
series of shares represented thereby, the par value of the shares or a statement
that such shares are without par value.

  SECTION 2.  Transfer of Shares.  Upon surrender to the Secretary or Transfer
Agent of the Company of a certificate for shares, duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto and the old
certificate canceled and the transaction recorded upon the books of the Company.

                                       13


  SECTION 3.  Lost Certificates.  The Chairman of the Board or the President and
the Secretary or the Assistant Secretary may in their discretion direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost or
destroyed upon the production by the person claiming the certificate for shares
to be lost or destroyed of satisfactory evidence of the loss or destruction of
such certificate or certificates and of the claimant's ownership of the shares
of stock represented thereby, together with a bond in favor of the Company, with
a surety satisfactory to said officers, in the amount of the then current market
value of the stock represented by such allegedly lost certificate or
certificates, conditioned upon such claimant and surety indemnifying and saving
harmless the Company from all and every cost, charge, expense and liability
which it may in any manner incur by reason of the issuance of such new
certificate or certificates, and further conditioned upon their surrendering to
the Company for cancellation such allegedly lost certificate or certificates in
the event of their subsequent discovery; or the Chairman of the Board or
President or Secretary may refer any such application for the issuance of a new
certificate or certificates to the Board of Directors which shall have the power
to direct the issuance of a new certificate or certificates upon submission of
such proof and upon such guarantee on the part of the applicant as the Board of
Directors may deem satisfactory.

                                  ARTICLE XIV
                              GENERAL PROVISIONS

  SECTION 1.  Fixing of Record Date or Closing of Transfer Books.  The Board of
Directors may fix a time in the future as a record date for the determination of
the stockholders entitled to notice of and to vote at any meeting or entitled to
receive any dividend or distribution or any allotment of rights or to exercise
any rights in respect of any other lawful action.  The record date so fixed
shall not be more than sixty (60) nor less than ten (10) days prior to the date
of such meeting and no more than sixty (60) days prior to any other action.
When a record date is so fixed, then, subject to the provisions of the General
Corporation Law of Delaware, only stockholders of record at that date shall be
entitled to notice of and to vote at the meeting or to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
the record date.

  SECTION 2.  Dividends.  Subject to the provisions of the Restated Certificate
of Incorporation relating thereto, if any, dividends may be declared by the
Board of Directors at any regular or special meeting of the Board of Directors
pursuant to law.  Dividends may be paid in cash, in property, or in shares of
capital stock, subject to any provisions of the Restated Certificate of
Incorporation.

  SECTION 3.  Reserves.  Before payment of any dividend there may be set aside
out of any funds of the Company available for dividends such sum or sums as the
Board of Directors from time to time in their absolute discretion think
appropriate as a reserve fund to meet

                                       14


contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Company, or for such other purposes as the Board of Directors
shall think conducive to the interests of the Company, and the Board of
Directors may abolish any such reserve in the manner in which it was created.

  SECTION 4.  Annual Report.  The Board of Directors shall cause an annual
report to be sent to the stockholders not later than one hundred twenty (120)
days after the close of each fiscal year of the Company and at least fifteen
(15) days prior to the annual meeting of stockholders to be held during the
ensuing fiscal year.

  SECTION 5.  Checks, Drafts and Notes.  All checks, drafts and demands for
money and notes of the Company shall be signed by such individual or individuals
as the Board of Directors may from time to time designate.

  SECTION 6.  Representation of Shares of Other Corporations.  The chief
executive officer or any other officer or officers authorized by the Board of
Directors or the President are each authorized to vote represent, and exercise
on behalf of the Company all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Company.  The authority
herein granted may be exercised either by any such officer in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officer.

  SECTION 7.  Seal.  The seal of the Company shall consist of a circle bearing
on its surface the inscription,

                          "Homestake Mining Company
                                   Delaware
                        Incorporated November 28, 1983"


  SECTION 8.  Indemnification.

     (a)  Right of Indemnification.  To the fullest extent permitted by the
          ------------------------
     General Corporation Law of Delaware, the Company shall indemnify each
     director and officer and may indemnify each employee or other agent of the
     Company against expenses, judgments, fines, settlements and other amounts
     actually and reasonably incurred in connection with any action, suit or
     proceeding arising by reason of the fact that any such person is or was a
     director, officer, employee or other agent of the company or is or was
     serving at the request of the Company as a director, officer, employee or
     other agent of another corporation, partnership, joint venture, trust or
     other enterprise.

     (b)  Advances of Expenses.  Expenses incurred by an officer or director in
          --------------------
     defending a civil or criminal action, suit or proceeding arising by reason
     of the fact that such director or officer is or was a director or officer
     of the Company or was serving at the request of

                                       15


     the Company as a director, officer, employee or other agent of another
     corporation, partnership, joint venture, trust or other enterprise shall be
     paid by the Company in advance of the final disposition of such action,
     suit or proceeding upon receipt of an undertaking by or on behalf of the
     director or officer to repay all amounts so advanced if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified by the Company as authorized in this Section 8. Such expenses
     incurred by other employees and agents may be so paid upon such terms and
     conditions, if any, as the Board of Directors deems appropriate. The Board
     of Directors may, with the consent of such director, officer, employee or
     other agent of the Company, authorize the legal counsel of the Company to
     represent such person, in any action, suit or proceeding, whether or not
     the Company is a part to such action, suit or proceeding.

     (c)  Procedure for Indemnification.  Any indemnification or advance of
          -----------------------------
     expenses required hereunder shall be made promptly, and in any event within
     sixty (60) days after a written request therefor by a director or officer.
     The right to indemnification or advances as granted by this Section 8 shall
     be enforceable by a director or officer in any court of competent
     jurisdiction, if the Company denies such request, in whole or in part, or
     if no disposition thereof is made within sixty (60) days. The director's or
     officer's expenses incurred in connection with successfully establishing
     his right to indemnification, in whole or in part, in any such action shall
     also be indemnified by the Company. It shall be a defense to any such
     action (other than an action brought to enforce a claim for the advance of
     expenses where the required undertaking, if any, has been received by the
     Company) that the claimant has not met the standard of conduct required by
     law, but the failure of the Company (including its Board of Directors, its
     independent legal counsel and its stockholders) to have made a
     determination as to whether indemnification of the claimant is proper in
     the circumstances because he has met the applicable standard of conduct
     shall not be a defense to the action or create a presumption that the
     claimant has not met the applicable standard of conduct.

     (d)  Other Rights.  The indemnification and advancement of expenses
          ------------
     provided by or granted pursuant to this Section 8 shall not be deemed
     exclusive of any other rights to which a person seeking indemnification may
     be entitled under any law (common or statutory), agreement, vote of
     stockholders or disinterested directors or otherwise, both as to action in
     his official capacity and as to action in another capacity while holding
     office. All rights to indemnification under this Section 8 shall be deemed
     to be a contract between the Company and each director and officer who
     serves or served in such capacity at any time while this Section 8 is in
     effect, and any repeal or modification of this Section 8 or relevant
     provision of the General Corporation Law of Delaware or any other
     applicable law shall not in any way diminish any rights to indemnification
     of such director or officer, or the obligations of the Company arising
     hereunder prior to such modification or repeal.

                                       16


     (e)  Insurance.  The Company may, but shall not be required to, purchase
          ---------
     and maintain insurance on behalf of any person who is or was a director or
     officer of the Company against any liability asserted against such person
     and incurred by him or on his behalf in such capacity or as a director,
     officer, employee or other agent of another corporation, partnership, joint
     venture, trust or other enterprise, for which such person is or was serving
     at the request of the Company, or arising out of his status as such,
     whether or not the Company would have the power to indemnify him against
     such liability under the provisions of this Section 8, all as the Board of
     Directors may from time to time deem appropriate.

     (f)  Definitions.  For purposes of this Section 8:
          -----------

               (i)   service as a director, officer, employee or other agent of
               any corporation, partnership, joint venture, trust or other
               enterprise in which the Company, directly or indirectly, holds an
               interest shall be deemed to be service at the request of the
               Company;

               (ii)  "the Company" shall include in addition to the resulting
               corporation, any constituent corporation (including any
               constituent of a constituent) absorbed in a consolidation or
               merger which, if its separate existence had continued, would have
               had power and authority to indemnify its directors, officers,
               employees or other agents, so that any person who is or was a
               director, officer, employee or other agent of such constituent
               corporation, or is or was serving at the request of such
               constituent corporation, as a director, officer, employee or
               agent of another corporation, partnership, joint venture, trust
               or other enterprise, shall stand in the same position under the
               provision of this Section 8 with respect to the resulting or
               surviving corporation as he would have with respect to such
               constituent corporation if its separate existence had continued;

               (iii) "other enterprise" shall include without limitation
               employee benefit plans; "fines" shall include without limitation
               any excise taxes assessed on a person with respect to an employee
               benefit plan; and "serving at the request of the Company" shall
               include without limitation any service as a director, officer,
               employee or other agent of the Company which imposes duties on,
               or involves services by, such director, officer, employee or
               agent with respect to an employee benefit plan, its participants
               or beneficiaries;

               (iv)  the indemnification and advancement of expenses provided
               by, or granted pursuant to, this Section 8 shall, unless other
               wise provided when authorized or ratified, continue as to a
               person who has ceased to be a director, officer, employee or
               agent and shall inure to the benefit of the heirs, executors and
               administrators of such a person;

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               (v)   "expenses" shall include all direct and indirect costs,
               charges and attorneys' fees; and

               (vi)  "action, suit or proceeding" shall include any threatened,
               pending or completed action, suit or proceeding, whether civil,
               criminal, administrative or investigative, and any appeal
               therefrom.

     (g)  Effect of Advances.  Advances of expenses by the Company as required
          ------------------
     or authorized by this Section 8 shall not be deemed or interpreted as
     ratifying, approving or condoning any act or omission by any director,
     officer or employee of the Company in violation of standards of conduct
     required by law.

     (h)  Savings Clause.  If this Section 8 or any portion hereof shall be
          --------------
     invalidated on any ground by any court of competent jurisdiction, then the
     Company shall nevertheless indemnify each director and officer of the
     Company as to expenses, judgments, fines and amounts paid in settlement
     with respect to any action, suit or proceeding to the fullest extent
     permitted by any applicable portion of this Section 8 that shall not have
     been invalidated and to the fullest extent permitted by applicable law.

                                  ARTICLE XV
                              AMENDMENT OF BYLAWS

     These Bylaws may be amended or repealed, or new bylaws may be adopted, (a)
by the affirmative vote of the holders of a majority in voting power of the
shares of capital stock of the Company entitled to vote thereon or (b) by the
affirmative vote of the majority of the Board of Directors at any regular or
special meeting. Any Bylaw adopted or amended by the stockholders may be amended
or repealed by the Board of Directors.

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