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CORRESP
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      Correspondence

    [Letterhead
      of]

    CRAVATH,
      SWAINE & MOORE LLP

    [New
      York Office]

    (212)
      474-1293

    December
      9, 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 December 2, 2005 (the “Comment Letter”).

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

    General

    1.   Prior
      Comment 1. We last noted 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,
      in the tender offer, and is providing financing for the proposed transaction.
      We
      asked you to provide a detailed analysis explaining why Goldcorp has not been
      identified as a bidder on your Forms 425 or has not separately filed Schedules
      TO-T. In the alternative, we asked that you add Goldcorp to an amended Schedule
      TO-T promptly and confirm

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      that
        future Form 425 filings will identify Goldcorp as a bidder in this tender
        offer.
Further
        and in addition to this comment, please
        inform us what consideration has been given to whether the addition of Goldcorp
        as a bidder will constitute a material change to the tender offer materials.
        When preparing your response, please discuss the applicability of the
        requirements under Rule 14d-4(d)(2) and the number of business days that
        would
        need to remain in the offer if Goldcorp is added as a bidder. Advise us of
        your
        intentions with regard to actual dissemination of such material amendment
        in
the
        form
        of a supplement to Placer Dome security holders.

    Barrick
      respectfully refers the Staff to our letter dated December 5, 2005 in response
      to the Staff’s letter dated November 22, 2005 (the “First Response Letter”),
      where we discuss our view of 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.”

    2.
      We
      bring your attention to the requirement that any communications made in
      connection with an offer registered under the Securities Act of 1933 need be
      filed as Form 425 filings pursuant to Rule 14d-2 under the Exchange Act. In
      this
      regard, we note that Goldcorp issued a press release and held an analysts’ call,
      available via webcast on Goldcorp’s
      website on the date the offer was announced, each of which would constitute
      “written communications” relating to the
      offer
      that, if Goldcorp is deemed to be a “bidder”,
      would be required to be filed with the Commission. In addition, it appears
      that
      Ian Telfer, President and CEO of Goldcorp, has made numerous communication
      regarding his assessment of the merits of the offer and the likelihood of
      alternatives emerging. Please file all communications made by Goldcorp and
      its
      representatives and provide us with a complete list of such communications
      made
      to date and required Form 425 filings.

    Barrick
      respectfully refers the Staff to the First Response Letter, where we make clear
      that, consistent with our analysis as referenced in response to Comment
      1, Goldcorp should not be identified as a bidder in the Offer.

    Summary
      Historical and Unaudited Pro Forma
      Consolidated Financial Information page 12

    3.
      Prior
      Comment 7. In our prior comment 7 we requested that you revise the pro forma
      financial information. In addition, we note that the pro forma statements
      provided in the offer documents do not show the effect of the sale of assets
      to
      Goldcorp on the combined company’s financial position and results of operations.
      You state that you did not include the effect of the sale of the assets to
      Goldcorp in the pro forma information because of a “lack of complete publicly
      available information relating to the assets, liabilities, revenues and
      expenses” of the assets to be sold to Goldcorp. Please see Note 1 on page A-5 of
      the offer circular. We note, however, that you publicly disclose to analysts
      and
      security holders pro

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          forma
      estimates of the combined entity’s 2005 production, revenue, cash position, net
      debt and earnings before interest, taxes and depreciation, which are adjusted
      to
      take into account the impact of the sale of the assets to Goldcorp. We refer
      you
      to slides 11 and 12 in your analyst presentation dated November 14, 2005 filed
      as an exhibit to Amendment No. 2 to your Schedule TO filed on November 15,
      2005.
      Item 10 of Schedule TO requires a bidder to furnish pro forma information
      disclosing the effect of the transaction on the target company’s financial
      statements, if material. Please revise your pro forma information to provide
      the
      information required by Item 1010(b) of Regulation M-A to show the effect of
      the
      sale of the assets to Goldcorp on the combined company’s financial position and
      results of operations. Alternatively, tell us why you do not believe that you
      can provide such information in light of the information contained in Amendment
      No. 2 to the Schedule TO.

    Barrick
      respectfully submits to the Staff that while certain effects of the sale of
      the
      Placer Dome assets to Goldcorp following the successful completion of the Offer
      are known, in order to prepare pro forma financial information regarding the
      effect of the sale of assets to Goldcorp on the combined company’s financial
      position and results of operations, Barrick would need to be able to value
      each
      of Placer Domer’s assets. Barrick notes that the objective of pro forma
      financial information is to illustrate the impact of a transaction on its
      financial position and results of operations by adjusting its historical
      financial statements to give effect to the transaction. Barrick also notes
      that
      in its Training Manual the Commission defines pro forma adjustments as:
“Acceptable Adjustments - Pro forma adjustments shall be limited to those which
      are directly attributable to a specific completed or proposed transaction for
      which there are firm commitments and for which the complete
      financial effects are objectively determinable” (emphasis
      added).

    In
      preparing the pro forma financial information contained in the Offer and
      Circular, Barrick carefully considered which pro forma adjustments were
      objectively determinable, considering the limited publicly available information
      relating to Placer Dome. In preparing the pro forma financial information,
      Barrick evaluated the limited publicly available information relating to the
      assets to be sold to Goldcorp, which is primarily located in the segment
      information note in Placer Dome’s financial statements. While this information
      includes segment revenues and mine operating earnings, in Barrick’s view the
      information is not sufficiently comprehensive to enable the impact of the sale
      of assets to Goldcorp on net income or on the individual balance sheet items
      to
      be objectively measured. After giving careful consideration to the available
      information, Barrick concluded that any pro forma adjustments to reflect the
      effect of the sale of the assets to Goldcorp were not objectively determinable,
      and consequently no such adjustments were included in the pro forma financial
      information. Barrick provided disclosure in the notes to the pro forma financial
      information confirming that adjustments for the sale of assets to Goldcorp
      had
      not been reflected and the reasons why any such adjustments could not be
      calculated.

    In
      slides
      11 and 12 to Barrick’s analyst presentation dated November 14, 2005, Barrick
      provided certain selected pro forma data for gold production,
      revenues,

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    EBITDA,
      cash and net debt. Barrick concluded that while the comprehensive effects of
      the
      sale of assets to Goldcorp on net income and each individual balance sheet
      item
      was not objectively determinable, the effect of the sale of assets to Goldcorp
      on these items of selected financial data was determinable and consequently
      Barrick included such information in its presentation.

    The
      Offer,
      page
      19

    4.
      Prior
      Comment 8. We previously asked to you to tell us your plans for relief regarding
      your multiple take-up dates. Please amend your disclosure to explain when or
      why
      multiple take-up dates would be utilized, how multiple take-up dates would
      affect a security holder’s withdrawal rights, when shares tendered would be
      taken-up and when a shareholder who tenders in the offer would receive
      payment
      for such holders’ shares.

    Barrick
      submitted a draft request for No Action Relief to the Staff on December 5,
      2005.
      If the Staff grants the relief requested, Barrick will file an amendment with
      the appropriate disclosure.

    5.
      We
      refer you to your discussion of pro-rationing procedures in section 1, “The
      Offer,” page 19. We note that you state that consideration to be received by
      each holder will be pro rated to ensure that the aggregate consideration to
      be
      received in the offer does not exceed the maximum aggregate amount of cash
      payable, or the maximum aggregate number of shares issuable, in the offer.
      We
      believe, however, that you should clarify how these procedures will work in
      practice. Please consider including illustrative examples or charts of a number
      of potential outcomes including the amount of cash and stock to be received
      by
      security holders so that security holders can easily understand the pro
      rationing mechanics.

    Barrick
      refers the Commission to page 20 of Section 1 “The Offer” of the Offer and
      Circular which provides for a very extensive and detailed analysis of how the
      pro-rationing mechanism works. If the Staff grants the relief sought in the
      No
      Action Relief request sent on December 5, 2005, as referenced in Comment 4,
      Barrick will provide, through an amendment to the Schedule TO, numerical
      examples of the pro rationing mechanism with and without multiple Take-Up Dates.

    Conditions
      of the Offer, page 26

    6.
      We
      previously issued a number of comments related to your conditions of the offer.
      We direct your attention to condition “(h)”, the condition that, among other
      things, provides that no term or condition in any instrument or obligation
      to
      which Placer Dome is a party may reduce the expected economic value to Barrick
      or make it inadvisable to proceed with the offer, including any purchase right.
      It appears that Placer Dome’s 2.75% Convertible Senior Notes due 2023 have a
      provision that may require Barrick to offer to repurchase the notes upon its
      acquisition of all or substantially all of Placer Dome’s shares. This provision
      was

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        apparently
        included in the indenture governing the notes when they were issued on March
        6,
        2003 and such indenture is publicly available. To the extent that a condition
        could not have been satisfied as of the date of the offering documents you
        should waive such conditions. Please tell us your plan with respect to this
        condition vis-à-vis these notes and this indenture.

    Barrick
      advises to the Staff that it was aware of the indenture for the Placer Dome’s
      2.75% Convertible Senior Notes due 2023 and the repurchase right contained
      therein. Barrick does not regard the existence of this repurchase right as
      giving rise to the failure of condition (h).

    7.
      In
      the future, to the extent that applicable offer conditions cannot be satisfied
      as of a subsequent date due to intervening events, Barrick should state promptly
      whether or not the conditions are being waived to the extent they are incapable
      of being satisfied. In this regard, we note Placer Dome’s public announcements
      of its intent to evaluate strategic alternatives. Generally, the progression
      of
      such matters may implicate various conditions in offers such as this offer
      which
      would make a condition incapable of being satisfied.

    Barrick
      acknowledges that, if any condition to the Offer cannot be satisfied as of
      a
      subsequent date due to intervening events and such condition is incapable of
      being satisfied, Barrick will be required to disclose promptly its position
      with
      respect to the assertion or waiver of such condition.

    8.
      We
      direct your attention to condition “(n)”, the condition that provides you with
      all non-public information relating to Placer Dome, including access to
      management of Placer Dome, as may be given, provided or made available by Placer
      Dome to any other potential acquirer. We note that in Barrack Gold’s press
      release issued on November 23, 2005, which was filed with the Commission
      pursuant to Rule 425 and incorporated by reference to your Schedule TO by means
      of Amendment No. 4 filed on November 25, 2005, you laid out several perceived
      advantages which, in Barrick’s view, makes the offer more attractive than
      alternatives that may be available to Placer Dome. One of the advantages cited
      by Gregory Wilkins, Barrick’s President and CEO, was that the offer is “not
      conditional on . . . completion of due diligence.” Please reconcile this
      statement made by Mr. Wilkins with the condition referenced above, that appears
      to require information consistent with due diligence. In the future, we believe
      that you should refrain from citing this as an advantage of the offer or
      alternatively waive your condition regarding access to non-public information
      and Placer Dome’s management.

    Barrick
      submits to the Staff that condition (n), which states in its entirety: “the
      Offeror shall have been provided with, or been given access to, in a timely
      manner, all non-public information relating to Placer Dome and its affiliates
      and subsidiaries, including access to management of Placer Dome,