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JONATHAN A. VAN HORN

(612) 492-6134

FAX (612) 340-7800

van.horn.jonathan@dorsey.com

December 20, 2005

VIA FACSIMILE, OVERNIGHT DELIVERY AND EDGAR

Ms. Celeste M. Murphy

Special Counsel

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:

    Placer Dome Inc.

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

File No. 005-52643

     Dear Ms. Murphy:

     This letter contains the responses of our client, Goldcorp Inc. (“Goldcorp”), to the comments
contained in your letter, dated December 9, 2005 (the “Comment Letter”), to Paul Stein of Cassels
Brock & Blackwell LLP, regarding the tender offer by Barrick Gold Corporation (“Barrick”) for all
of the outstanding common shares of Placer Dome Inc. (“Placer”). Each numbered comment of the
comment letter has been reproduced below, followed by Goldcorp’s response.

    1.

    Comment: 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 offers of the 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. Please provide a detailed
analysis and background of the offer including the Bid Support and Purchase Agreement
explaining why Goldcorp has not been identified as a bidder on Barrick Gold’s Forms 425 or has
not separately filed Schedules 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 promptly, advise
us of your intentions with regard to actual dissemination of such amendment to Placer Dome
security holders, and proceed with your Forms 425 filings by adding Goldcorp as a bidder in
this tender offer. 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

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Celeste M. Murphy

December 20, 2005

Page 2

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.

     Response: We have reviewed the particular facts and circumstances of Barrick’s tender offer
for all of the common shares of Placer (the “Barrick Offer”) and the terms of the Bid Support and
Purchase Agreement, dated October 30, 2005, between Barrick and Goldcorp (the “Agreement”) pursuant
to which Goldcorp may purchase certain assets of Placer (the “Assets”) in the event that Barrick
successfully acquires all of the outstanding shares of Placer in the Barrick Offer. We have also
reviewed the definition of the term “bidder” under Rule 14d-1(g)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and the guidance contained in Section II.D.2 of the
Division of Corporation Finance’s Current Issues Outline.

     Goldcorp will not acquire any shares of Placer in the Barrick Offer, will not pay any
consideration to Placer shareholders who tender shares in the Barrick Offer and does not and will
not control the terms of the Barrick Offer. The Agreement describes a contingent sale of assets.
The Agreement does not obligate Goldcorp to bid or pay for any Placer securities and it does not
confer on Goldcorp any control over the Barrick Offer. The Agreement simply provides Goldcorp with
the conditional right to purchase the Assets from Barrick upon the satisfaction of certain closing
conditions (including Barrick’s acquisition of all of Placer’s outstanding shares under the Barrick
Offer) and provides Barrick with the conditional right to sell the Assets to Goldcorp, again
subject to the satisfaction of certain closing conditions (including Barrick’s acquisition of all
of Placer’s outstanding shares under the Barrick Offer).

     We respectfully conclude that Goldcorp is not a bidder under Exchange Act Rule 14d-1(g)(2) in
the Barrick Offer because Goldcorp is not the person making the Barrick Offer, nor is the Barrick
Offer being made on Goldcorp’s behalf. In analyzing this matter under the framework described in
the Current Issues Outline, we considered the following factors:

    •

    Goldcorp did not play a significant role in initiating, structuring and negotiating
the Barrick Offer.

     As described in the chronology included below, Goldcorp and Barrick did not collaborate in the
structuring or initiation of the Barrick Offer. The concept of making an offer for Placer and
selling its Canadian assets and certain other assets to Goldcorp was exclusively conceived by
Barrick. Goldcorp and Barrick held preliminary discussions about various transaction structures,
including a joint acquisition of Placer. However, the “joint acquisition” discussions were high
level business discussions and the concept of a formal joint acquisition legal structure was
abandoned at an early stage. Upon the commencement of substantive negotiations in early October
2005, negotiations between Goldcorp and Barrick were limited to a transaction involving a bid by
Barrick alone for Placer and the purchase by Goldcorp of certain assets from Placer in the event
that the Barrick Offer was successfully completed.

Celeste M. Murphy

December 20, 2005

Page 3

     To assist the Staff in analyzing Goldcorp’s role in initiating, structuring and negotiating
the Barrick Offer, we have provided the following detailed chronology of the interactions between
Goldcorp and Barrick leading up to the announcement of the Barrick Offer:

    Ø

    Goldcorp’s first communication relating to a potential transaction involving Placer
occurred on August 22, 2005, when a representative of Barrick contacted a
representative of Goldcorp to discuss the possibility of Goldcorp participating with
Barrick in the acquisition of Placer.

    Ø

    On August 24, 2005, Goldcorp’s Chief Executive Officer met with representatives of
Barrick to discuss a potential transaction involving Placer assets.

    Ø

    On September 1, 2005, Barrick forwarded numerous models of the Placer assets to
Goldcorp.

    Ø

    On September 2, 2005, Goldcorp’s Chief Executive Officer and Chief Financial Officer
received descriptions of potential transaction alternatives from Barrick. These
alternatives included (i) a joint bid for Placer by Barrick and Goldcorp and (ii) a bid
by Barrick for Placer and the subsequent sale of certain Placer assets to Goldcorp.
However, at this early stage Barrick advised Goldcorp that preliminary tax advice
received by Barrick indicated that a joint bid by Goldcorp and Barrick would have
serious negative tax implications that would make a joint bid unfeasible. As an
alternative to a joint bid, Barrick described a structure that involved the offer being
made by one party and the sale of assets by such party to the other party for cash.

    Ø

    On September 5, 2005, representatives of Barrick and Goldcorp discussed the joint
bid alternative and, in particular, issues related to proceeding with such a joint bid.

    Ø

    On September 9, 2005, Goldcorp’s Chief Executive Officer first disclosed a potential
transaction involving Placer to the Goldcorp Board of Directors and to certain members
of Goldcorp’s senior management. In the e-mail to Board members and senior management,
it is explained that Goldcorp would acquire certain assets of Placer for approximately
$1.1 billion in cash and that Barrick would acquire the balance of the assets of Placer
in exchange for shares of Barrick. In the communication, Goldcorp’s Chief Executive
Officer indicated that the transaction structure was under discussion and that
Goldcorp’s preferred structure was to purchase certain assets of Placer from Barrick
following the completion of a bid by Barrick for Placer.

    Ø

    On September 14, 2005, following a meeting of Barrick’s Board of Directors,
representatives of Barrick contacted Goldcorp’s Chief Executive Officer and advised him
that Barrick no longer intended to proceed with Goldcorp in a transaction involving
Placer.

Celeste M. Murphy

December 20, 2005

Page 4

    Ø

    On September 28, 2005, a representative of Barrick contacted Goldcorp’s Chief
Executive Officer and advised him that a potential transaction involving Placer was
again under consideration.

    Ø

    On October 3, 2005, representatives of Barrick contacted Goldcorp’s Chief Executive
Officer to resume discussions on a potential transaction involving Placer. Following
the re-commencement of discussions, at no time did Goldcorp contemplate that the
transaction would proceed by way of a joint bid structure.

    Ø

    On October 6, 2005, representatives of Barrick forwarded to representatives of
Goldcorp the first draft of a confidentiality agreement to be entered into between the
parties. For the purposes of the confidentiality agreement, Goldcorp is identified as
being the “Recipient” and Barrick is identified as being the “Company”. The first
recital of the confidentiality agreement states:

WHEREAS the Recipient is interested in reviewing confidential and
proprietary data and information of the Company for the purpose of
evaluating the possibility of acquiring the interests of a Canadian
public company discussed between the parties (“Target”) in its
Canadian assets and such other assets as the party may agree
(collectively, the “Relevant Assets”) (the “Transaction”) following
a transaction by which the Company would acquire control of Target
(the “Permitted Use”).

The confidentiality agreement was drafted by Barrick and clearly contemplates the
acquisition of assets by Goldcorp following the acquisition of control of Placer by
Barrick. As a result of the position taken by Barrick concerning the structure of the
transaction, it was not necessary for Goldcorp to negotiate a transaction structure
which did not involve a joint bid by Barrick and Goldcorp.

    Ø

    On October 7, 2005, a representative of Barrick forwarded to Goldcorp for the first
time a draft term sheet prepared by Barrick outlining Barrick’s proposal for a
transaction involving Placer. The lead paragraph of the term sheet states:

It is intended that Barrick and/or its wholly-owned subsidiary
(“Bidco”) will make an unsolicited offer (the “Bid”) to acquire all
of the outstanding shares of a Canadian public company discussed
between the parties (“Target”). After completion of the Bid,
Barrick intends to complete a second stage transaction to acquire
100% ownership of Target. Goldcorp will agree to acquire certain
assets of Target, as more specifically described in this term sheet.

Similar to the confidentiality agreement described above, the term sheet was drafted by
Barrick and contemplates the acquisition of assets by Goldcorp following the acquisition
of control of Placer by Barrick. The term sheet contained the following

Celeste M. Murphy

December 20, 2005

Page 5

proposed
transaction terms: the purchase price to be paid by Goldcorp for the assets which it
would acquire in the proposed transaction would be equal to a percentage of the purchase
price offered by Barrick to acquire Placer; in certain circumstances, Goldcorp would be
responsible for a percentage of the expenses incurred by Barrick in connection with
Barrick’s offer for Placer; in the event a break fee became payable to Barrick, it would
be shared by the parties; and RBC Capital
Markets and Merrill Lynch would act as financial advisors to both Barrick and Goldcorp.

Goldcorp did not participate in the negotiation or retainer of RBC Capital Markets or
Merrill Lynch. All negotiations relating to the engagement of these advisors were
undertaken and completed solely by Barrick. Goldcorp’s obligation in respect of the
financial advisors retained by Barrick is limited to the reimbursement to Barrick of
fees paid to the advisors. Subsequently, Goldcorp retained BMO Nesbitt Burns Inc. and
GMP Securities Inc. to act as its financial advisors in connection with the purchase of
the Assets from Barrick.

    Ø

    During the period between October 13, 2005 to October 23, 2005, representatives of
Barrick and Goldcorp held numerous meetings to discuss and negotiate a purchase price
to be paid by Goldcorp for the Assets. The parties also negotiated the scope of the
Placer assets to be included in the Assets. Representatives of Merrill Lynch and RBC
Capital Markets were present for a portion of the October 13, 2005 meeting. Goldcorp
did not, in the course of these negotiations, negotiate with Barrick in respect of the
amount or nature of consideration to be paid to Placer shareholders in the Barrick
Offer or the terms and conditions of the Barrick Offer.

    Ø

    On October 19, 2005, Goldcorp received a first draft of the Agreement prepared by
Barrick.

    Ø

    On October 20, 2005, representatives of Goldcorp and Barrick as well as their
respective legal counsel met to discuss the draft Agreement. The meeting included a
presentation by Merrill Lynch and RBC Capital Markets on the proposed terms of the
Barrick Offer.

    Ø

    On October 23, 2005, a meeting of the Goldcorp Board of Directors was held to
discuss the potential asset purchase contemplated by the Agreement. At the meeting, a
presentation was made to the Goldcorp Board by Merrill Lynch. The Merrill Lynch
presentation related to the sale of the Assets to Goldcorp and did not pertain to the
Barrick Offer.

    Ø

    Further meetings of the Goldcorp Board of Directors concerning the Agreement and the
potential asset purchase contemplated by the Agreement were held on October 26, 28 and
29, 2005 . BMO Nesbitt Burns Inc. made a presentation relating to the sale of the
Assets to Goldcorp to the Goldcorp Board of Directors on October 26, 2005.

Celeste M. Murphy

December 20, 2005

Page 6

    Ø

    On October 23, 2005, the Chief Executive Officer of Goldcorp advised a Barrick
representative that the Board of Directors of Goldcorp had authorized Goldcorp to
proceed with the Agreement and asset purchase contemplated by the Agreement.

    Ø

    From October 24, 2005 to October 31, 2005, representatives of Goldcorp and Barrick
met (both in person and by teleconference) to discuss and negotiate the Agreement,
to continue to negotiate the purchase price to be paid by Goldcorp for the Assets, and
to settle the form of press release. Although the Agreement contained a description of
the terms of the Barrick Offer, these terms were not subject to negotiation between
Goldcorp and Barrick.

    Ø

    On October 31, 2005 the Barrick Offer was announced.

     The terms of the Barrick Offer were determined exclusively by Barrick including the offer
price, the form of consideration to be offered to Placer shareholders and the conditions to the
Barrick Offer. Interactions between Goldcorp and Barrick focused on the transactions contemplated
by the Agreement. Clearly, the Barrick Offer plays a role in the Agreement; if the Barrick Offer
is not completed, the sale of the Asset