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CORRESP
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corresp

[Letterhead of

CRAVATH, SWAINE & MOORE LLP

New York Office]

(212) 474-1293

December 5, 2005

Placer Dome Inc.

Schedule TO-T Filed by Barrick Gold Corporation on November 10, 2005

SEC File No. 005-52643

Dear Ms. Murphy:

          On behalf of Barrick Gold Corporation (the “Offeror” or “Barrick”), a corporation organized
under the laws of the Province of Ontario, set forth below are the responses of Barrick to comments
of the staff of the Division of Corporation Finance (the “Staff”) regarding its filing referenced
above, which you delivered in a letter dated November 22, 2005 (the “Comment Letter”). We will
separately respond to your letter dated December 2, 2005. In order to address certain of your
comments, we are filing an amended Schedule TO (the “Amended Schedule TO”).

          As an initial matter, the Staff may recall that we initiated discussions with the Staff
regarding the appropriate time to measure “actual knowledge” of the level of U.S. ownership of
subject securities in a tender offer for purposes of evaluating which U.S.-Canadian
Multi-Jurisdictional Disclosure System (“MJDS”) was available and appropriate for use in connection
with our proposed offer for the shares of Placer Dome. In particular, whether “actual knowledge”
is measured on the date of announcement of intention to make an offer or the date of commencement
of the offer. That discussion was prompted by a letter sent on November 2, 2005 from Placer Dome’s
lawyer, Osler, Hoskin & Harcourt LLP (the “November 2, 2005 Letter”) and a November 2, 2005 press
release issued by Placer Dome (the “November 2, 2005 Press Release”), whereby Placer Dome informed
Barrick and investors worldwide, respectively, that it did not believe that Barrick was eligible to
use Schedule 14D1-F and the related MJDS provisions because the presumption described in the notes
to Rule 14d-1(b) was not available with respect to Barrick’s proposed offer.

          The November 2, 2005 Letter stated:

          "[Barrick’s] statement appears to indicate an intention on Barrick’s part to rely on the
exemption from the U.S. tender offer and exchange offer rules provided by

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Rule 14d-l(b) under the Securities Exchange Act of 1934, as amended (“Rule 14d-l(b)”) and the
related provisions of the Multijurisdictional Disclosure System (“MJDS”). Please be advised that
published trading data in respect of the Toronto Stock Exchange (“TSX”) and New York Stock Exchange
(“NYSE”) for the last 12 months indicate that trading volumes of Placer Dome’s shares on the NYSE
have exceeded reported volumes of trading on the TSX during that period. Accordingly, we are
advised that the presumption described in the notes to Rule 14d-l(b) is not available with respect
to the proposed exchange offer. In addition, according to Placer Dome’s transfer agent, CIBC
Mellon Trust Company, as of June 30, 2005 and September 30, 2005, U.S. holders (as determined under
applicable U.S. law) held in excess of 40% of Placer Dome’s outstanding common
shares...Accordingly, we are advised that neither Form F-8 nor the exemption from the U.S.
tender/exchange offer rules provided under Rule 14d-l(b) and related MJDS provisions are available
for the proposed Barrick take-over bid, and we accordingly fully expect that any take-over bid will
be effected in compliance with all applicable U.S. securities laws, including the tender/exchange
offer rules, and subject to the review of the SEC.”

          The November 2, 2005 Press Release stated:

          “Chairman of the Board and Special Committee Robert Franklin said, “Once formal offer
documents are received, the Board will be in a position to give Barrick’s proposal further
consideration and, in due course, communicate its views to shareholders”. Placer Dome has been
informed by its transfer agent that, as of June 30, 2005 and September 30, 2005, U.S. holders own
more than 40% of Placer Dome’s outstanding common shares, as calculated under applicable U.S.
securities laws. Accordingly, Placer Dome believes that Barrick will not qualify for filing
documents relating to the proposed exchange offer with the U.S. Securities and Exchange Commission
(SEC) on Form F-8, as Barrick publicly announced it intends to do. Placer Dome believes that any
exchange offer by Barrick will be subject to the U.S. exchange offer rules and subject to review by
the SEC. Placer Dome is notifying Barrick of this fact.” (Emphasis added).

          The Notes to Rule 14d-1(b) provide that “for purposes of any tender offer, including any
exchange offer, otherwise eligible to proceed in accordance with Rule 14d-1(b) under the Act, the
issuer of the subject securities will be presumed to be a foreign private issuer and U.S. holders
will be presumed to hold less than 40 percent of such outstanding securities, unless

    a.
    the aggregate trading volume of that class on national securities
exchanges in the United States and on NASDAQ exceeded its aggregate trading volume
on securities exchanges in Canada and on the Canadian Dealing Network, Inc.
(“CDN”) over the 12 calendar month period prior to commencement of this offer, or
if commenced in response to a prior offer, over the 12 calendar month period prior
to the commencement of the initial offer (based on volume figures published by
such exchanges and NASDAQ and CDN);

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    b.
    the most recent annual report or annual information form filed or
submitted by the issuer with securities regulators of Ontario, Quebec, British
Columbia or Alberta (or, if the issuer of the subject securities is not a
reporting issuer in any of such provinces, with any other Canadian securities
regulator) or with the Commission indicates that U.S. holders hold 40 percent or
more of the outstanding subject class of securities; or

    c.
    the offeror has actual knowledge that the level of U.S. ownership
equals or exceeds 40 percent of such securities.”

          At the time of the November 2, 2005 Letter, Barrick was aware that the data used by Placer
Dome in compiling their analysis on aggregate trading volume on national securities exchanges in
the U.S. versus those in Canada was incorrect. With regard to exception (c), the effect of the
November 2, 2005 Letter and the November 2, 2005 Press Release, if accurate, was to rebut the
presumption regarding “actual knowledge” and prompted our discussions with the Commission on the
appropriate time to measure “knowledge” regarding U.S. holder ownership in the subject securities.
As the Staff will recall, our position was and continues to be that, as a matter of the correct
construction of the Commission’s rules, knowledge should be measured as of the date of the
announcement of an intention to make an offer with such knowledge on such date to be “measured”
based upon the parameters set forth in the notes to Rule 14d-1 and Instruction 3 to the Schedule
14D1-F. We also continue to believe that the Staff’s position is questionable policy. Our views on this
subject have been strengthened by recent developments.

          Pursuant to the Canadian securities legislation, Barrick received from Placer Dome’s transfer
agent on November 10, 2005, a list of addresses of Shareholders for use in mailing the Offer and
Circular to Shareholders.
On November 25, 2005 Placer Dome’s transfer agent prepared for
Barrick a geographic breakdown of the shareholders of Placer
Dome as of November 7, 2005. Based on Barrick’s review of that geographic breakdown, Barrick now believes that 38.37%
of Placer Dome’s shares were held by U.S. holders as of November 7, 2005. Barrick would be very
surprised if, and indeed posits that it is highly unlikely that, the level of U.S. holders’
ownership of Placer Dome’s shares fell between September 30, 2005 and November 7, 2005,
particularly since seven days in that period followed the announcement of the bid and ownership by
U.S. holders would likely significantly increase from U.S. risk arbitrage activity.

          Based on this new information, Barrick now believes that the November 2, 2005 Letter and the
November 2, 2005 Press Release were inaccurate. If Barrick is correct in this conclusion, Placer Dome’s behavior will have had the effect of manipulating the market, investors and the
disclosure process generally and the use of the Commission as a regulator in the process.

          That being said, Barrick endeavors to continue to cooperate with the Commission in
facilitating our Offer and effective communication with Shareholders. For your convenience, the
text of the Staff’s comments is set forth below and is followed by Barrick’s response to such
comment. Capitalized terms defined in the Schedule TO

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and used in the following responses without definition shall have the meanings specified in
the Schedule TO.

General

    1.

    We note that Goldcorp played a significant role in initiating, structuring, and negotiating
the tender offer with Barrick Gold Corporation, appears to have some control over some of
terms of the tender offer, including, but not limited to any potential increase in offer
price, will own assets of the target company, Placer Dome, following the tender offer, and is
providing financing for the proposed transaction. Please provide a detailed analysis
explaining why Goldcorp has not been identified as a bidder in your Forms 425 or on Schedule
TO-T. For a list of factors to be considered in determining the bidders in a tender offer,
see the section entitled “Identifying the Bidder in a Tender Offer” in the Division of
Corporation Finance’s Current Issues Outline, dated November 14, 2000, available on our
website at www.sec.gov. In this regard, please also note that the definition of bidder in
Rule 14d-1(g)(2) includes any person “on whose behalf a tender offer is made. . . .” In the
alternative, add Goldcorp to an amended Schedule TO-T and confirm that future Form 425 filings
will identify Goldcorp as a bidder in this tender offer.

          We have carefully reviewed the definition of “bidder” under Rule 14d-1(g)(2) of the Securities
Exchange Act of 1934 and the interpretation of that rule provided in the Division of Corporation
Finance’s November 14, 2000 Current Issues Outline (the “Outline”) under Section II.D.1 Mergers and
Acquisitions – “Identifying the Bidder in a Tender Offer.” As a result of that review as well as
the facts and circumstances of the initiation, structure and negotiation of the Offer, we
respectfully believe that Goldcorp should not be identified as a bidder in the Offer.

          Pursuant to Rule 14d-1(g)(2), a “bidder” means a person “who makes a tender offer or on whose
behalf a tender offer is made...” The Offer has not been made on Goldcorp’s behalf. The Offer was
made on behalf of Barrick and its shareholders. Goldcorp is not acquiring any Placer Dome shares
in the Offer, is not paying the consideration following the tendering of any Placer Dome shares and
does not in any way control the bidder, Barrick, in connection with the Offer or generally.
Furthermore, Goldcorp did not have a role in the determination of the Cash Alternative and Share
Alternative election offered to the shareholders of Placer Dome and would not have any
decision-making authority in any decision to change the Offer consideration or otherwise amend any
of the terms of the Offer. We further refer the Staff to Section 2.1(b) of the Bid Support and
Purchase Agreement, dated as of October 30, 2005, between Barrick and Goldcorp (filed as Exhibit
3.2 to the Schedule TO), which states explicitly: “Barrick shall have exclusive control, in its
sole discretion, over all matters relating to the Bid, the Second Step Transaction and the
Post-Completion Reorganization, including in respect of variations to the Bid, extensions of the
Bid, termination or withdrawal of the Bid, determination of conditions of the Bid and satisfaction
or waiver of such conditions and take-up of Placer [Dome] Shares under the Bid.”

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          A full summary of the Goldcorp Transaction and Goldcorp Agreement is provided in “Background
to the Agreement — Goldcorp Agreement” in Section 3 of the Circular and is not repeated here.
Below, however, is an analysis of the Goldcorp Transaction in the context of the Outline’s factors
for determining whether an entity qualifies as a bidder.

          The Outline sets forth seven factors that the Staff looks to in determining whether an entity
falls under the definition of a bidder. Those factors are:

    1.
      Did the person play a significant role in initiating, structuring, and
negotiating the tender offer?

    2.
      Is the person acting together with the named bidder?

    3.
      To what extent did or does the person control the terms of the offer?

    4.
      Is the person providing financing for the tender offer, or playing a primary
role in obtaining financing?

    5.
      Does the person control the named bidder, directly or indirectly?

    6.
      Did the person form the nominal bidder, or cause it to be formed?, and

    7.
      Would the person beneficially own the securities purchased by the named
bidder in the tender offer or the assets of the target company?

          With respect to the first factor, Barrick advises the Staff that (i) Goldcorp did not play a
significant role in initiating the Offer, (ii) Goldcorp did not play any role in structuring the
Offer and (iii) there have not been any negotiations with Placer Dome to date and, if and when
there will be negotiations related to the Offer, Goldcorp will play no role in those negotiations.
With respect to the second factor, Barrick advises the Staff that, other than Barrick’s plan to
sell certain assets of Placer Dome to Goldcorp following the successful completion of the Offer, in
no way are Barrick and Goldcorp acting together with respect to the Offer. With respect to the
third factor, Barrick advises the Staff that, as noted above, pursuant to the Bid Support and
Purchase Agreement, dated as of October 30, 2005, Barrick has exclusive control over the terms of
the Offer. With respect to the fourth factor, Barrick advises the Staff that Goldcorp is not
providing any financing for the tender offer or playing a primary role in obtaining the financing.
Barrick will fund the cash component of the purchase price for the
Shares from its own resources —
its pre-existing credit facility and cash and cash equivalents. While Barrick currently expects to
use the proceeds generated by the subsequent sale of certain of Placer Dome’s assets to Goldcorp to
repay the full amount drawn down under the credit facility in connection with the Offer, the sale
of the assets will be after Barrick’s purchase of 100% of the shares of Placer Dome which will be
well after completion of the Offer and payment for the purchased Shares. Barrick’s current lenders
have no recourse to Goldcorp whether or not the Goldcorp Transaction is consummated. With respect
to the fifth and sixth factors, Barrick advises the Staff that, Goldcorp does not control Barrick,

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directly or indirectly, and Barrick was not formed or caused to be formed by Goldcorp. With
respect to the seventh factor, Goldcorp will not beneficially own any of the Placer Dome’s shares
purchased by Barrick in the Offer. Following the successfully completion of the Offer, Goldcorp
would acquire certain assets of Placer Dome in a subsequent sale pursuant to, as noted above, a
separately negotiated agreement between Barrick and Goldcorp, which is subject to its own
conditions and financing considerations.

          Further, while not directly relevant to the seven factors set forth in the Outline referred to
by the Staff in determining whether an entity falls under the definition of bidder, Barrick further
advises the Staff that: (i) Goldcorp did not take any part in preparing the Offer and Circular
except to confirm the description of the Goldcorp Transaction; (ii) Goldcorp does not have