SecProbe.io

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By Facsimile: (212) 455-2502

							November 4, 2005

Robert E. Spatt, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

Re:  	Tender Offer for Placer Dome Inc. by Barrick Gold
	Corporation
	Schedule 14D-9-C filed November 3, 2005
	File No. 005-52643

Dear Mr. Spatt:

	We have the following comments on the above-referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.

Schedule 14D-9-C

1. Please explain the basis for Placer Dome`s conclusion that
"U.S. holders own more than 40% of Placer Dome`s outstanding common
shares, as calculated under applicable U.S. securities laws."  See
Note 1 to Rule 14d-1(b) of Regulation 14D.

2. Please provide us with your legal analysis as to why, even if
the Form F-8 is unavailable to Barrick Gold, you conclude that
"any exchange offer by Barrick will be subject to the U.S. exchange
offer rules and subject to review by the SEC."

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the company is in possession of all
facts relating to its disclosure, it is responsible for the
accuracy and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 551-3257 or
Nicholas P. Panos, Special Counsel, at (202) 551-3266.  You may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

           					Very truly yours,

          					Celeste M. Murphy
						Special Counsel
						Office of Mergers and
						Acquisitions

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