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Correspondence

 HARMONY GOLD MINING COMPANY LIMITED

 Randfontein Office Park

Cnr Main Reef Road and Ward

 Avenue,
Randfontein 1759

 PO Box 2, Randfontein, 1760

 Johannesburg South Africa

 T +27 11 411 2000

F +27 11 411

 W
www.harmony.co.za

 NYSE trading symbol HMY

JSE trading symbol HAR

UNITED STATES SECURITIES

 AND EXCHANGE
COMMISSION

 DIVISION OF CORPORATION FINANCE

 100 F STREET, NE

 WASHINGTON, D.C.

 20549

 11 May 2011

FOR ATTENTION:

MARK WOJCIECHOWSKI AND JOHN CANNARELLA

STAFF ACCOUNTANTS

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 Sirs:

Reference is made to the Staff’s comment letter dated April 1, 2011 in respect of the Harmony Gold Mining Company Limited (the
“Company”) Form 20-F for the year ended June 30, 2010. Set forth below in detail is the response to the Staff’s comment, which follows the text of the comment in the Staff letter:

Form 20-F for Fiscal Year Ended June 30, 2010

 Operating and Financial Review 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 goodwill allocated to Phakisa, address the following 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 costs to sell or value in use;

b)
Tell us the percentage by which the recoverable 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 and key assumptions used and how the key assumptions were determined;

Directors:

 PT Motsepe* (Chairman), GP Briggs (Chief Executive), HO Meyer (Financial Director), HE Mashego (Executive Director), F
Abbott*

 JA Chissano*#, FFT De Buck*, Dr CM Diarra*##, KV Dicks*, Dr DS Lushaba*, CE Markus*, MJ Motloba*, M Msimang*, D Noko*, CML Savage*, AJ
Wilkens*

*Non-Executive; #Mozambican;
*##US/Mali Citizen

Secretary:

iThemba Governance and Statutory Solutions (Pty) Ltd

Registration Number: 1950/038232/06

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 potential events and changes in circumstances that could reasonably be expected to negatively affect the key assumptions used to measure the
recoverable amount of your Phakisa 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 generating unit, we would not regard disclosure of the information outlined in the various points above to be necessary.

 Response: The Company acknowledges the Staff’s comment regarding the testing of goodwill allocated to Phakisa and has addressed each point below:

a)
On a supplemental basis, the Company wishes to advise the Staff that the recoverable amount of the Phakisa cash generating unit relates to the fair value less costs to
sell (“FVLCTS”). FVLCTS is generally used as a basis for estimating the recoverable amount of the Company’s long-lived assets and Cash Generating Units (“CGUs”) due to the restrictions IAS 36 Impairment of Assets
(“IAS 36”) impose around future capital expenditures and future cost savings under a value in use (“VIU”) method. By their nature, mining operations are capital intensive and almost always ‘developing’ in nature.

b)
On a supplemental basis, the Company wishes to advise the Staff that the recoverable amount of the Phakisa CGU exceeded the carrying value as of the date of its most
recent impairment test, being June 30, 2011, by 35%.

c)
On a supplemental basis, the Company wishes to advise the Staff that the discounted cash flow method for each CGU (operating shaft, along with allocated common assets)
is generally used in the determination of FVLCTS of such cash generating unit. The key assumptions determining the FVLCTS of the mining assets are the quantities of recoverable minerals, the expected gold price (considering current and historical
prices, price trends and related factors), exchange rates, production levels and the cash costs of production. These assumptions are consistent with the annual life-of-mine plans. The term “recoverable minerals” refers to the estimated
amount of gold that will be obtained from reserves and resources and all related exploration stage mineral interests (except for other mine-related exploration potential and greenfields exploration potential) after taking into account losses during
ore processing and treatment. Estimates of recoverable minerals from such related exploration stage mineral interests are risk adjusted based on the Company’s relative confidence in such materials. In determining the gold price to be used, the
Company assesses the long-term views of several reputable institutions on the gold price and based on this, derive the gold price. Exchange rates are determined in a similar manner using market participant assumptions. The life-of-mine plans are
based on the proved and probable reserves as included in the Reserve Declaration, which are determined in terms of SAMREC, JORC and Industry Guide 7, as well as resources where the Company has high confidence in the ore-body and economical recovery
of gold, based on historic and similar geological experience. Future cash flows are discounted to their present value using a post tax discount rate that reflect current market assessments of the time value of money and risk specific to the asset.
The specific assumptions are disclosed in (d) below.

d)
Points (d), (e) and (f) are considered collectively in that they relate to the degree of uncertainty pertaining to the assumptions and precision thereof.
During the year under review, the Company calculated the recoverable amounts (generally FVLCTS) based on the updated life of mine plans, a gold price of R275 000 per kilogram (US$1 050 per ounce) and a post-tax real discount rate, which ranges
between 5.92% and 10.72% depending on the asset . Cash flows used in the impairment calculations were based on life-of-mine plans which exceeded five years for the majority of the mines. Factors affecting the estimates include:

•

 changes to proved and probable ore reserves;

•

 economical recovery of resources;

•

 the grade of the ore reserves may vary significantly from time to time;

•

 review of strategy;

•

 differences between actual commodity prices and commodity price assumptions;

•

 unforeseen operational issues at the mines; and

•

 changes in capital, operating mining, processing and reclamation costs.

The relevant disclosure on this issue can be found in the following items:

Item 5. “Operating and Financial Review and Prospects – Critical Accounting Policies and Estimates – Impairment of
Property, Plant and Equipment, - Carrying Value of Goodwill.”

 Item 18: “Financial Statements”,
Accounting policies - Note 2.8 “Impairment of non-financial assets”, Critical accounting estimates and judgements - Note 3.1 “Impairment of mining assets”, - Note 3.8 “Impairment of goodwill’, -
Note 3.11 “Gold reserves and resources”.

 The Company does not believe any additional information would offer
greater precision about the amount and likelihood of potential impairment of the Phakisa cash generating unit.

 Since there is
no significant risk of failing the goodwill impairment test for the Phakisa cash generating unit at 30 June 2010, the Company will monitor the adequacy of its disclosures around impairment in future filings based on the risk of failing the
goodwill impairment test at the end of each reporting period. If there continues to be no significant risk of failing the goodwill impairment test at the end of the reporting period, the Company will modify its future filings to disclose that no
such significant risk exists.

 Cost Control, page 95

2.
Your disclosure here, and within your risk factor 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 specific reasons you expect cash costs and cash cost per ounce to decrease. In doing so, please tell us if you have achieved such expectations during fiscal 2011.

 Response: The Company acknowledges the Staff’s comment regarding the expected decrease in cash
costs and cash costs per ounce. On a supplemental basis, the Company wishes to advise the Staff that the expected longer-term decrease in cash costs per ounce is primarily as a result of the completion of the major development projects, being
Doornkop, Kusasalethu, Phakisa and Hidden Valley. As these operations ramp up to full production in the next three or so years, the volumes mined will increase and reduce the unit cost per ounce. Another factor will be the higher grade that will be
mined at these operations in comparison with the existing operations, which will increase the number of ounces produced, again reducing the unit cost per ounce. Management expects a reduction in overall real cash costs as a result of the closure of
loss making shafts such as Merriespruit 1 & 3 shafts. This will however be offset by the increased production cost from the development projects. Management will continue with thorough review of costs at all operations and ensure that costs are
properly managed and within budget.

 However, it should be noted that there are risks beyond our control such as safety
stoppages, which would result in production being negatively affected while certain costs would still be incurred. This could result in our costs not decreasing as expected. This is discussed in more detail in Item 3. “Key Information.
Risk Factors. Given the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution and the nature of our
mining operations presents safety and security risks.”

 In fiscal 2011, it is expected that cost costs in Rand terms
will increase as the development projects continue with their ramp-up to full production. As such cash cost per ounce may not decrease for fiscal

2011, but management expects the cost per ounce to decrease in the future. The Company will disclose the factors discussed above in future filings. It can be noted that the unit cost of our
development projects (see the graph below, from our most recent results presentation, and available from our website) has stabilised over the last three quarters in nominal terms and therefore, by implication, in real terms, have already shown a
decline over the last three quarters.

 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 your operating costs
and production.

 Response: The Company acknowledges the Staff’s comment regarding the expected
impact of the discontinuance of Conops at Evander 8 shaft in June 2010 on operating costs and production. On a supplemental basis, the Company wishes to advise the Staff that only the decline production section of Evander 8 was using the continuous
operations model to operate. As such, the expected impact on production is expected to be insignificant as the production was constrained by ventilation issues, which resulted in lower than expected production. This resulted in the decision to stop
Conops as the benefit of the production did not outweigh the cost of running the shaft for the extended periods, as well as the effect of limited time for maintenance work on the shaft. The personnel from this area were redeployed to other areas
where positions needed to be filled as a result of natural attrition. The impact on the operating cost as a result of discontinuation of Conops is expected to result in a decrease as the variable costs for the additional production will no longer be
incurred. The Company will disclose the expected impact of this decision in future filings.

 Electricity in South Africa, page 95

 Cost, page 96

4.
We note your disclosure that “Electricity price projections based on the approved tariffs and extrapolations indicate that electricity costs could be as high as
25% of the total cost of production within the next five 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,
and the expected dollar increase in electricity costs over the next five years.

 Response: The Company acknowledges the Staff’s comment regarding the disclosure
to explain what percentage of total costs currently made up of electricity costs. On a supplemental basis, the Company wishes to advise the Staff that 13% of total costs of production is currently made up of electricity costs, the dollar amount of
electricity costs for the year ended June 30, 2010 was $147 million and the expected dollar increase in electricity costs over the next five years is expected to be $381 million. This is determined by an average 25% increase in cost for the
five years and the increase also takes into account the increased production as the development projects ramp up to and operate at full production capacity. The dollar amount was determined using an exchange rate of $1/R7.00. The Company will
disclose the expected impact of electricity costs in future filings.

 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 expressed 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 the decrease in ounces produced when compared to fiscal 2009. Annual
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.

Response: The Company acknowledges the Staff’s comment regarding the disclosure of sources resulting in the increase in cash
cost per ounce in 2010. On a supplemental basis, the Company wishes to advise the Staff that the increase in cash cost expressed in U.S. dollars per ounce in fiscal 2010 was primarily attributable to the appreciation of the South African Rand
against the U.S dollar of 16%, as well as an increase in operating costs of 9% in Rand terms and a decrease in ounces produced of 6% when compared to fiscal 2009. Annual increases in labor costs of 7.5% as well as inflationary pressures on our
consumable stores and energy costs, resulting in an increase in costs of 18% and 44%, respectively were the main contributors towards