SecProbe.io

April 1, 2011
 Via E-mail

Mr. Graham Briggs Chief Executive Officer Harmony Gold Mining Company Limited Randfontein Office Park CNR Ward Avenue and Main Reef Road Randfontein, South Africa, 1760
Re: Harmony Gold Mining Company Limited
 Form 20-F for Fiscal Year Ended June 30, 2010
Filed October 25, 2010 File No. 1-31545

Dear Mr. Briggs:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for Fiscal Year Ended June 30, 2010

Operating and Financial Revi ew and Prospects, page 88
 Critical Accounting Policies and Estimates, page 88

 Carrying Value of Goodwill, page 89

 1. We note you consider the testing of goodwill for impairment to be a critical accounting
policy.  We further note your disclosure that the recoverable amount is the higher of an
asset’s fair value less cost to sell and value in use. With respect to impairment testing of

Mr. Graham Briggs Harmony Gold Mining Company Limited  April 1, 2011 Page 2

 goodwill allocated to Phakisa, address the fo llowing points, which we would regard as
consistent with the guidance in Item  303(a)(3)(ii) of Regulations S-K:

a) Clarify if the recoverable amount relates to fair value less cost s to sell or value in use;
 b) Tell us the percentage by which the r ecoverable amount of your Phakisa cash
generating unit exceeded the carrying value as of the date of your most recent test;
 c) Include a description of the methods a nd key assumptions used and how the key
assumptions were determined;
 d) To the extent possible,  include specific  details about the degree of uncertainty
associated with key assumptions used to measure the recoverable amount of your Phakisa cash generating unit;
e) Include a description of poten tial events and changes in circumstances that could
reasonably be expected to negatively affect  the key assumptions used to measure the
recoverable amount of your Ph akisa cash generating unit; and

f) Provide any additional information that you believe would offer greater precision
about the amount and likelihood of potential impairment.
 If you conclude and disclose that there is no significant risk of failing the goodwill
impairment test for your Phakisa cash generatin g unit, we would not re gard disclosure of
the information outlined in the variou s points above to be necessary.

Cost Control, page 95

 2. Your disclosure here, and within your risk fact or discussion on page eight, explains that
you expect your cash cost to decrease, and in some cases to decrease significantly.  Given
the significant increase in cash costs per ounce experienced from fiscal 2009 to 2010, the
existing trend of increasing cash cost per ounce over the prior five years, and your
expectation of an approximately 25% increase in  electricity tariffs in  South Africa, please
modify to disclose the speci fic reasons you expect cash cost s and cash cost per ounce to
decrease.  In doing so, please tell us if you ha ve achieved such expectations during fiscal
2011.
 Conops, page 95

 3. Given the decision to discontinue conops at  the Evander 8 shaft in June 2010, please
modify to disclose the expected impact of this decision on yo ur operating costs and
production.

Mr. Graham Briggs Harmony Gold Mining Company Limited  April 1, 2011 Page 3

 Electricity in South Africa, page 95

 Cost, page 96

 4. We note your disclosure that “Electricity pr ice projections based on the approved tariffs
and extrapolations indicate that electricity cost s could be as high as 25% of the total cost
of production within the next fi ve years.”  Please expand this  disclosure to explain what
percentage of total costs is currently made up of electricity costs,  and also provide the
dollar amount of current electricity costs, a nd the expected dollar increase in electricity
costs over the next five years.

Results of Operations, page 96

 Years Ended June 30, 2010 and 2009, page 96

 Production Costs (cash costs), page 97

 5. We note you attribute the increase in cash cost  per ounce in 2010 to two or more sources.
For example, you state that “The  increase in cash cost expresse d in U.S. dollars per ounce
in fiscal 2010 was attributable primarily to  the appreciation of the South African Rand
against the U.S. dollar, as well as an increase  in operating cost and th e decrease in ounces
produced when compared to fiscal 2009. Annua l increases in labor cost as well as
inflationary pressures on our consumable  stores and energy costs were the main
contributors towards a higher operating cost.”  When you attribute changes in significant
items to more than one factor or element,  please ensure you quantify the amount of the
change that was contributed by each of these factors.  See Section III.D of SEC Release
33-6835 for further guidance.
 6. Please expand your discussion to provide gui dance on whether or not the results of
operations are indicative of expected resu lts.  The objective should be to provide
information about the quality and potential variability of earnings and cash flow, so
readers can ascertain the likelihood that pa st performance is indicative of future
performance.  See section III of SEC Release 33-8350 for further guidance.
 Notes to the Consolidated Fi nancial Statements, page F-8

 Note 3 Critical Accounting Estimates and Judgements, page F-23

 Note 3.1 Impairment of Mining Assets, page F-23

 7. We note from the disclosure that your reco verable amount was determined using a post-
tax real discount rate ranging from 5.92% to 10.72%.  Given the guidance provided in
IAS 36 paragraph 55 that the disc ount rate shall be a pre-tax ra te, please explain to us the

Mr. Graham Briggs Harmony Gold Mining Company Limited  April 1, 2011 Page 4

 specific reasons you believe use of a post-ta x discount rate is appropriate, and in
compliance with the accounting gui dance provided in IAS 36.
 Engineering Comments

 Reserves page 28

8. We note you state you apply a cut-off grade to  define that portion of a measured and
indicated mineral resource that can be convert ed to a proven and probable reserve.  With
a view toward disclosure, pleas e tell us the cut-off grade for each of your operations in
which you claim a proven or probable reserve.   In your response, please include the
operating costs used in your cut-off grade calculation.
 9. Please forward to our engineer , as supplemental information and not as part of your
filing, the technical documentation pertaini ng to your Evander and Evander (below
infrastructure) operation which establishes the legal, technical, a nd economic feasibility
of the mineralization which you have designated as reserves, pursuant to paragraph (c) of
Industry Guide 7.  Please provide this info rmation on a CD, formatted as Adobe PDF
files.  Please also provid e the name and phone number for a technical person whom our
engineer may call, if he has tech nical questions about your reserves.

If you wish to have this supplemental materi al returned, please make a written request
with the letter of transmittal.  Please note that you may request the return of this
information pursuant to the provisions of Rule 418(b).  If there are any questions
concerning the above request, please phone John Coleman, Mining Engineer at (202)
551-3610.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments 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 federa l securities laws of  the United States.

Mr. Graham Briggs Harmony Gold Mining Company Limited  April 1, 2011 Page 5

 You may contact John Cannarella  at (202) 551-3337 or Mark  Wojciechowski at (202)
551-3759 if you have questions regarding comments  on the financial statements and related
matters.  You may contact John Coleman, Mi ning Engineer, at (202) 551-3610 with any
engineering questions.  Please contact me at (202) 551-3299 with any other questions.
          S i n c e r e l y ,           /s/ Mark C. Shannon          Mark C. Shannon         B r a n c h  C h i e f