SecProbe.io

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 April 21, 2025

Boipelo Lekubo
Financial Director
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa, 1759

 Re: Harmony Gold Mining Company Limited
 Form 20-F For Fiscal Year Ended June 30, 2024
 File No. 001-31545
Dear Boipelo Lekubo:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document HARMONY GOLD MINING COMPANY LIMITED Randfontein Office Park P O Box 2, Randfontein, 1760 T +27 11 411 2000 NYSE trading symbol HMY Cnr Main Reef Road and Ward Johannesburg, South Africa F +27 11 692 3879 JSE trading symbol HAR Avenue, Randfontein, 1759 W www.harmony.co.za UNITED STATES SECURITIES AND EXCHANGE COMMISSION DIVISION OF CORPORATE FINANCE 100 F STREET, NE WASHINGTON, D.C. 20549 FOR ATTENTION:     JENNIFER O'BRIEN RAJ RAJAN RE:             Harmony Gold Mining Company Limited Form 20-F for Fiscal Year Ended June 30, 2024 Filed October 31, 2024 Comment Letter dated March 13, 2025 April 15, 2025 Ladies and Gentlemen, Reference is made to the Staff’s comment letter dated March 13, 2025 in respect of the Harmony Gold Mining Company Limited (the "Company" or “Harmony”) Form 20-F for the year ended June 30, 2024. Set forth below is the response to the Staff’s comments, which follows the text of the comment in the Staff letter. Form 20-F For Fiscal Year Ended June 30, 2024 Item 5. Operating and Financial Review and Prospects Reconciliation of Non-GAAP Measures, page 168 1. We have considered your proposed revisions to the non-GAAP measure of Operating Free Cash Flow in response to prior comment two. Please address the following: Further revise the description of the measure to indicate the reasons why management believes that presentation of Operating Free Cash Flow provides useful information to investors regarding your cash flows. Refer to Item 10(e)(1)(i)(C) of Regulation S-K. We note your argument that the most directly comparable GAAP amount is Cash generated by operations, a subtotal presented before deriving Cash generated by 1 operating activities. However, it is not clear why excluding items such as interest and taxes paid, which are expenses necessary to operate a business, is appropriate. Therefore, we continue to believe that Cash generated by operating activities, as contemplated in paragraphs 13 and 14 of IAS 7, is the most directly comparable GAAP amount to a non-GAAP liquidity measure of free cash flow. We note certain of the adjustments appear to exclude charges that required cash settlement. However, Item 10(e)(1)(ii)(A) of Regulation S-K prohibits excluding charges or liabilities that required, or will require, cash settlement from a non- GAAP liquidity measure. Therefore, please further revise your non-GAAP measure to comply with this rule. Please revise the label of your non-GAAP measure to Adjusted Free Cash Flow or a similar description as your calculation differs from the typical calculation of cash flows from operating activities less capital expenditures. Refer to Questions 100.05 and 102.07 of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations. Response: Revision of non-GAAP measure label The Company takes note of Questions 100.05 and 102.07 of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations as referenced by the Staff and will revise, in all future filings, the naming convention of the "Operating free cash flow" non-GAAP measure to "Adjusted free cash flow" as recommended by the Staff. "Operating free cash flow" has been updated to "Adjusted free cash flow" where appropriate in the responses below. Revision of description in line with Item 10(e)(1)(i)(C) to indicate why the information is useful to investors The Company takes note of the requirements as stated in Item 10(e)(1)(i)(C) and refers the Staff to the description included as part of the filing on page 168 and proposes the following additional disclosures in its future filings, with insertions indicated in italics and deletions with strike-through: "Cash costs, cash costs per ounce/kilogram, all-in sustaining costs, all-in sustaining costs per ounce/kilogram and operating adjusted free cash flows are all non-GAAP measures. These measures should not be considered by investors in isolation or as an alternative to production costs, cost of sales, cash generated by operating activities or any other measure of financial performance or liquidity calculated in accordance with IFRS. The calculation of these measures may vary significantly among gold mining companies and, by themselves, do not necessarily provide a basis for comparison with other gold mining companies. Nevertheless, Harmony believes that the se cost measures are useful indicators to investors and management as they provide an indication of profitability and efficiency and cash flows, the trend in costs as the mining operations mature over time on a consistent basis and an internal benchmark of performance to allow for comparison against other mines, both within the Group and at other gold mining companies. They The cost metrics are also a measure of a operation's performance by comparison of cash costs per ounce/kilogram to the spot price of gold. The adjusted free cash flow non-GAAP measure indicates the net cash generation or utilization after capital expenditure, and how much cash is available for distribution or other investing activities . Harmony believes adjusted free cash flow is useful to investors in understanding how existing cash from operations is utilized as a source for sustaining our current capital plan and future development growth. Adjusted free 2 cash flow is not a measure of cash available for discretionary expenditures, since Harmony has certain non-discretionary obligations such as the principal portion of debt obligations that are not deducted from this measure.” Reconciliation to "Cash generated by operations" opposed to "Cash generated by operating activities" Going forward, the Company will align with the Staff's recommendation and reconcile the amount back to the “Cash generated by operating activities” line item. Item 10(e)(1)(ii)(A) of Regulation S-K prohibits excluding charges or liabilities that required, or will require, cash settlement from a non-GAAP liquidity measure The Company takes note of the requirements as stated in Item 10(e)(1)(ii)(A) of Regulation S-K. In order to align the disclosure made by the Company with these requirements, the Company proposes that the adjusted free cash flow measure be updated to reflect the calculation and amount as provided below. Further, in order to ensure that investors have a clear understanding of the adjusted free cash flow measure, the Company proposes the following disclosures in the "Reconciliation of Non-GAAP Measures" section on page 168 in its future filings, with insertions indicated in italics and deletions with strike-through: " Operating Adjusted free cash flow is determined as revenue after deducting cash costs, capital expenditure, non-cash adjustments (consideration from streaming contract) and the impact of run-of-mine (''ROM'') costs. cash generated by operating activities after deducting capital expenditure and adjusting for the effects of once-off transactions (acquisition costs). " "The following is a reconciliation of total operating adjusted free cash flow, as a non-GAAP measure, to the nearest comparable GAAP measure, gross profit cash generated by operating activities , under IFRS: Fiscal year ended June 30, 2024 2023 Cash generated by operating activities - under IFRS 15,650  9,948  Additions to PPE per the cash flow statement (8,398) (7,640) Acquisition-related cost —  214  Total adjusted free cash flows 7,252  2,522  " For ease of reference, the full disclosure for future filings proposed, with insertions indicated in italics and deletions with strike-through: "Reconciliation of Non-GAAP Measures The World Gold Council (“WGC”) published revised industry guidance in November 2018 on the calculation of “all-in sustaining costs” and “all-in cost”. These measures were developed to create a better understanding of the overall costs associated with producing gold. Although Harmony is not a member of the WGC, we disclose these measures. The all-in sustaining cost measure is an extension of the cash cost measure (referenced below) and incorporates costs related to sustaining production. We also use operating adjusted free cash flow as a metric to assess profitability. liquidity measure. 3 Cash costs, cash costs per ounce/kilogram, all-in sustaining costs, all-in sustaining costs per ounce/kilogram and operating adjusted free cash flows are all non-GAAP measures. These measures should not be considered by investors in isolation or as an alternative to production costs, cost of sales, cash generated by operating activities or any other measure of financial performance or liquidity calculated in accordance with IFRS. The calculation of these measures may vary significantly among gold mining companies and, by themselves, do not necessarily provide a basis for comparison with other gold mining companies. Nevertheless, Harmony believes that the se cost measures are useful indicators to investors and management as they provide an indication of profitability and efficiency and cash flows, the trend in costs as the mining operations mature over time on a consistent basis and an internal benchmark of performance to allow for comparison against other mines, both within the Group and at other gold mining companies. They The cost metrics are also a measure of a operation's performance by comparison of cash costs per ounce/kilogram to the spot price of gold. The adjusted free cash flow non-GAAP measure indicates the net cash generation or utilization after capital expenditure, and how much cash is available for distribution or other investing activities . Harmony believes adjusted free cash flow is useful to investors in understanding how existing cash from operations is utilized as a source for sustaining our current capital plan and future development growth. Adjusted free cash flow is not a measure of cash available for discretionary expenditures, since Harmony has certain non-discretionary obligations such as the principal portion of debt obligations that are not deducted from this measure. Our cash costs consist primarily of production costs and are expensed as incurred. The cash costs are incurred to access ore to produce current mined reserves. Cash costs do not include capital development costs, which are incurred to allow access to the orebody for future mining operations and are capitalized and amortized when the relevant reserves are mined. Total cash costs include mine production costs, transport and refinery costs, applicable general and administrative costs, ore stockpiles, as well as ongoing environmental rehabilitation costs, transfers for stripping activities and costs associated with royalties. Employee termination costs are included, however employee termination costs associated with major restructuring and shaft closures are excluded. The costs associated with movements in production inventories are excluded from total cash costs. Gold ounces/kilograms produced are used as the denominator in the total cash costs per ounce/kilogram calculation. All-in sustaining costs include mine production costs, transport and refinery costs, applicable general and administrative costs, costs associated with movements in production inventories, ore stockpiles, as well as ongoing environmental rehabilitation costs, transfers for stripping activities and costs associated with royalties. Employee termination costs are included, however employee termination costs associated with major restructuring and shaft closures are excluded. The following costs are also included: local economic development (“LED”) expenditure for continuing operations, corporate costs, sustaining exploration costs and sustaining capital expenditure including ongoing capital development (“OCD”) expenditure and rehabilitation accretion and amortization for continuing operations. Gold ounces/kilograms sold are used as the denominator in the all-in sustaining costs per ounce/kilogram calculation. Depreciation costs are excluded. Operating Adjusted free cash flow is determined as revenue after deducting cash costs, capital expenditure, non-cash adjustments (consideration from streaming contract) and the impact of run-of-mine (''ROM'') costs. cash generated by operating activities after deducting capital expenditure and adjusting for the effects of once-off transactions (acquisition costs). 4 Changes in all-in sustaining costs per ounce/kilogram and cash costs per ounce/kilogram are affected by operational performance. In US dollar terms, these measures are also affected by the changes in the currency exchange rate between the Rand and the US dollar and, in the case of the PNG operations, the Kina. While recognizing the importance of reducing all-in sustaining costs and cash costs, our chief focus is on controlling and, where possible, reducing total costs, including overhead costs. We aim to control total unit costs per ounce/kilogram produced by maintaining our low total cost structure at our existing operations. We have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs. ..." "The following is a reconciliation of total operating adjusted free cash flow, as a non-GAAP measure, to the nearest comparable GAAP measure, gross profit cash generated by operating activities , under IFRS: Fiscal year ended June 30, 2024 2023 Cash generated by operating activities - under IFRS 15,650  9,948  Additions to PPE per the cash flow statement (8,398) (7,640) Acquisition-related cost —  214  Total adjusted free cash flows 7,252  2,522  " If you have any questions, need any additional information, or would like any clarification, please contact the undersigned at +27 11 411 2011. Yours faithfully Boipelo Lekubo Financial Director Date: April 15, 2025 5

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 March 13, 2025

Boipelo Lekubo
Financial Director
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa, 1759

 Re: Harmony Gold Mining Company Limited
 Form 20-F For Fiscal Year Ended June 30, 2024
 Response dated March 10, 2025
 File No. 001-31545
Dear Boipelo Lekubo:

 We have reviewed your March 10, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our February
10, 2025 letter.

Form 20-F for Fiscal Year Ended June 30, 2024
Item 5. Operating and Financial Review and Prospects
Reconciliation of Non-GAAP Measures, page 168

1. We have considered your proposed revisions to the non-GAAP measure of
Operating
 Free Cash Flow in response to prior comment two. Please address the
following:

 Further revise the description of the measure to indicate the
reasons why
 management believes that presentation of Operating Free Cash Flow
provides
 useful information to investors regarding your cash flows. Refer to
Item
 10(e)(1)(i)(C) of Regulation S-K.

 We note your argument that the most directly comparable GAAP
amount is Cash
 March 13, 2025
Page 2

 generated by operations, a subtotal presented before deriving Cash
generated by
 operating activities. However, it is not clear why excluding items
such as interest
 and taxes paid, which are expenses necessary to operate a business,
is appropriate.
 Therefore, we continue to believe that Cash generated by operating
activities, as
 contemplated in paragraphs 13 and 14 of IAS 7, is the most directly
comparable
 GAAP amount to a non-GAAP liquidity measure of free cash flow.

 We note certain of the adjustments appear to exclude charges that
required cash
 settlement. However, Item 10(e)(1)(ii)(A) of Regulation S-K
prohibits excluding
 charges or liabilities that required, or will require, cash
settlement from a non-
 GAAP liquidity measure. Therefore, please further revise your
non-GAAP
 measure to comply with this rule.

 Please revise the label of your non-GAAP measure to Adjusted Free
Cash Flow or
 a similar description as your calculation differs from the typical
calculation of
 cash flows from operating activities less capital expenditures.
Refer to Questions
 100.05 and 102.07 of the Non- GAAP Financial Measures Compliance and
 Disclosure Interpretations.

 Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at
202-551-3388 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
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CORRESP
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 Document HARMONY GOLD MINING COMPANY LIMITED Randfontein Office Park P O Box 2, Randfontein, 1760 T +27 11 411 2000 NYSE trading symbol HMY Cnr Main Reef Road and Ward Johannesburg, South Africa F +27 11 692 3879 JSE trading symbol HAR Avenue, Randfontein, 1759 W www.harmony.co.za UNITED STATES SECURITIES AND EXCHANGE COMMISSION DIVISION OF CORPORATE FINANCE 100 F STREET, NE WASHINGTON, D.C. 20549 FOR ATTENTION:     JENNIFER O'BRIEN RAJ RAJAN JOHN COLEMAN RE:             Harmony Gold Mining Company Limited Form 20-F for Fiscal Year Ended June 30, 2024 Filed October 31, 2024 Comment Letter dated February 10, 2025 March 10, 2025 Ladies and Gentlemen, Reference is made to the Staff’s comment letter dated February 10, 2025 in respect of the Harmony Gold Mining Company Limited (the "Company" or “Harmony”) Form 20-F for the year ended June 30, 2024. Set forth below is the response to the Staff’s comments, which follows the text of the comment in the Staff letter. Form 20-F For Fiscal Year Ended June 30, 2024 Item 4. Information on the Company, page 65 1. Please confirm that you will revise your summary resource table on page 65 to include the point of reference in which your resources were calculated as required by Item 1303(b)(2)(v) of Regulation S-K. Additionally please confirm that you will revise your Wafi-Golpu resource tables beginning on page 149 and Eva Copper resource table on page 155 to include the point of reference as required by Item 1304(d)(1) of Regulation S-K. 1 Response: The Company respectfully acknowledges the Staff’s comment. Beginning with the annual report on Form 20-F to be filed for the fiscal year ended June 30, 2025 (the “ 2025 Form 20-F ”), the Company shall include language specifying the point of reference used for determining mineral resources under Item 1303(b)(3)(v) of Regulation S-K. Additionally, the Company shall include in its 2025 Form 20-F language clearly stating the point of reference for determining mineral resources under Item 1304(d)(1) of Regulation S-K for each of the Wafi-Golpu and Eva Copper properties. Item 5. Operating and Financial Review and Prospects Reconciliation of Non-GAAP Measures, page 168 2. We note you consider Operating Free Cash Flow as “a metric to assess profitability,” but the label suggests it is a liquidity measure. Further to this, the disclosure on page 168 indicates that this non-GAAP measure is “determined as revenue after deducting cash costs, capital expenditure, non-cash adjustments (consideration from streaming contract) and the impact of run-of-mine (“ROM”) costs.” However, it appears that the reconciliation to Total Operational Free Cash Flows presented on page 170 differs from this description. Tell us how the reconciliation is consistent with the description of this measure. Please revise to clarify the nature of the measure and, if it is a liquidity measure, disclose how it provides useful information to investors and reconcile Operating Free Cash Flow to net cash provided by operating activities (i.e., Cash generated by operating activities per page F-10). Alternatively, if Operating Free Cash Flow is a performance measure, tell us how you determined it is appropriate to identify it as Operating Free Cash Flow and explain why there are cash-based adjustments in the calculation of the performance measure. Please provide us with the proposed revised disclosures you intend to include in future filings. Refer to Item 10(e)(1)(i) of Regulation S-K and Question 100.05 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Response: Nature of the measure The Company agrees with the SEC’s view that operating free cash flow is a liquidity measure. How Operating Free Cash Flow provides useful information to investors Operating free cash flow, in the context of the Company, is the free cash generated by an operation after all capital expenditure has been taken into account. All-In Sustaining Cost (" AISC "), which is commonly used by mining companies does not account for the impact of growth capital. As AISC is purely a cost metric and only considers sustaining costs, it cannot easily be used to determine the net cash generation or utilization of an operation. In the Company's view, users of the report ultimately want to understand how much cash is available for distribution or growth based on the capital allocation framework. This information can be used to determine the relative performance on a per share or market capitalization basis to compare the Company to its peers. 2 Proposed revised disclosures for future filings Going forward, the Company proposes for operating free cash flow to be reconciled to cash generated by operations, which is a closer GAAP financial measure than the recommended “Cash generated by operating activities”. The Company respectfully takes note of the SEC's Q&A Question 102.06. However in the interest of providing meaningful disclosure to users for the Company's reconciliation of operating free cash flow, Cash generated by operations has been selected as the GAAP financial measure to be reconciled to. As disclosed in the Company's Cash Flow Statement, the line items between Cash generated by operations and Cash generated by operating activities are dividends received, interest received, interest paid and income and mining taxes paid. These line items are corporate activities and do not affect the operations' cash flows. Should operating free cash flow be reconciled to cash generated by operating activities, all four of the above-mentioned line items would be additional reconciling items with the same amounts as they appear on the face of the Cash Flow Statement. The Company proposes the following disclosures in its future filings, with insertions indicated in italics and deletions with strike-through: " Reconciliation of Non-GAAP Measures The World Gold Council (“WGC”) published revised industry guidance in November 2018 on the calculation of “all-in sustaining costs” and “all-in cost”. These measures were developed to create a better understanding of the overall costs associated with producing gold. Although Harmony is not a member of the WGC, we disclose these measures. The all-in sustaining cost measure is an extension of the cash cost measure (referenced below) and incorporates costs related to sustaining production. We also use operating free cash flow as a metric to assess profitability. liquidity measure. Cash costs, cash costs per ounce/kilogram, all-in sustaining costs, all-in sustaining costs per ounce/kilogram and operating free cash flows are all non-GAAP measures. These measures should not be considered by investors in isolation or as an alternative to production costs, cost of sales, or any other measure of financial performance calculated in accordance with IFRS.The calculation of these measures may vary significantly among gold mining companies and, by themselves, do not necessarily provide a basis for comparison with other gold mining companies. Nevertheless, Harmony believes that these measures are useful indicators to investors and management as they provide an indication of profitability, efficiency and cash flows, the trend in costs as the mining operations mature over time on a consistent basis and an internal benchmark of performance to allow for comparison against other mines, both within the Group and at other gold mining companies. They The cost metrics are also a measure of a operation's performance by comparison of cash costs per ounce/kilogram to the spot price of gold , while the operating free cash flow indicates h ow much cash is available for distribution or growth. Our cash costs consist primarily of production costs and are expensed as incurred. The cash costs are incurred to access ore to produce current mined reserves. Cash costs do not include capital development costs, which are incurred to allow access to the orebody for future mining operations and are capitalized and amortized when the relevant reserves are mined. Total cash costs include mine production costs, transport and refinery costs, applicable general and administrative costs, ore stockpiles, as well as ongoing environmental rehabilitation costs, transfers for stripping activities and costs associated with royalties. Employee termination costs are included, however employee termination costs associated with major restructuring and shaft closures are excluded. The costs associated with movements in production inventories are excluded from total cash costs. Gold ounces/kilograms produced are used as the denominator in the total cash costs per ounce/kilogram calculation. 3 All-in sustaining costs include mine production costs, transport and refinery costs, applicable general and administrative costs, costs associated with movements in production inventories, ore stockpiles, as well as ongoing environmental rehabilitation costs, transfers for stripping activities and costs associated with royalties. Employee termination costs are included, however employee termination costs associated with major restructuring and shaft closures are excluded. The following costs are also included: local economic development (“LED”) expenditure for continuing operations, corporate costs, sustaining exploration costs and sustaining capital expenditure including ongoing capital development (“OCD”) expenditure and rehabilitation accretion and amortization for continuing operations. Gold ounces/kilograms sold are used as the denominator in the all-in sustaining costs per ounce/kilogram calculation. Depreciation costs are excluded. Operating free cash flow is determined as revenue after deducting cash costs, capital expenditure, non-cash adjustments (consideration from streaming contract) and the impact of run-of-mine (''ROM'') costs. cash generated from operations after deducting capital expenditure and adjusting for the effects of net cash flows from toll treatment services, cash flows from non-production related activities, exploration expenditure and movements in net working capital. Changes in all-in sustaining costs per ounce/kilogram and cash costs per ounce/kilogram are affected by operational performance. In US dollar terms, these measures are also affected by the changes in the currency exchange rate between the Rand and the US dollar and, in the case of the PNG operations, the Kina. While recognizing the importance of reducing all-in sustaining costs and cash costs, our chief focus is on controlling and, where possible, reducing total costs, including overhead costs. We aim to control total unit costs per ounce/kilogram produced by maintaining our low total cost structure at our existing operations. We have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs. ..." "The following is a reconciliation of total operating free cash flows, as a non-GAAP measure, to the nearest comparable GAAP measure, gross profit cash generated by operations , under IFRS: Fiscal year ended June 30, 2024 2023 Cash generated by operations - under IFRS 18,175  10,589  Total capital expenditure (8,327) (7,598) Toll treatment services (576) (430) Toll treatment costs 420  323  Other cost of sales items 455  892  Cash utilized/(generated) from derivatives (5) (14) Cash utilized for silicosis settlement provision 153  155  Cash utilized for corporate, administration and other expenditure 1,215  983  Acquisition-related cost —  214  Social investment expenditure 185  208  Exploration expenditure 1,047  506  Movement in net working capital (24) 317  Other 25  (114) Total operating free cash flows 12,743  6,031  " 4 If you have any questions, need any additional information, or would like any clarification, please contact the undersigned at +27 11 411 2011. Yours faithfully Boipelo Lekubo Financial Director Date: March 10, 2025 5

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HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park            P O Box 2, Randfontein, 1760    T +27 11 411 2000                  NYSE trading symbol HMY

Cnr Main Reef Road and Ward            Johannesburg, South Africa        F +27 11 692 3879                  JSE trading symbol HAR

Avenue, Randfontein, 1759                    W www.harmony.co.za

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

DIVISION OF CORPORATION FINANCE

100 F STREET, NE

WASHINGTON, D.C.

20549

FOR ATTENTION:     JENNIFER O’BRIEN

RAJ RAJAN

JOHN COLEMAN

RE:            Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2024

File No. 001-31545

February 17, 2025

Ladies and Gentlemen,

We are in receipt of your letter of February 10, 2025 to Harmony Gold Mining Company Limited (the “Company”), asking that the Company respond to your inquiry within ten business days or inform you of when the Company will provide you a response. The Company will require further time to formulate the requested response in coordination with its independent auditors and other advisors due to current business processes and corporate activity limiting the availability of key collaborators. The Company will be able to provide a response on or before March 10, 2025.

Thank you for your co-operation.

Yours sincerely,

/s/ Boipelo Lekubo

Boipelo Lekubo

Financial Director

Directors:    PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, BB Nel (Chief Executive), BP Lekubo (Financial Director),

    HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*, M Moshe*, Z Matlala*, M Gule*

        *Non-Executive

Secretary:             SS Mohatla

Registration Number:     1950/038232/06

February 10, 2025
Boipelo Lekubo
Financial Director
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa, 1759
Re:Harmony Gold Mining Company Limited
Form 20-F For Fiscal Year Ended June 30, 2024
File No. 001-31545
Dear Boipelo Lekubo:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F For Fiscal Year Ended June 30, 2024
Item 4. Information on the Company, page 65
1.Please confirm that you will revise your summary resource table on page 65 to include
the point of reference in which your resources were calculated as required by Item
1303(b)(2)(v) of Regulation S-K.

Additionally please confirm that you will revise your Wafi-Golpu resource tables
beginning on page 149 and Eva Copper resource table on page 155 to include the
point of reference as required by Item 1304(d)(1) of Regulation S-K.
Item 5. Operating and Financial Review and Prospects
Reconciliation of Non-GAAP Measures, page 168
We note you consider Operating Free Cash Flow as “a metric to assess profitability,”
but the label suggests it is a liquidity measure. Further to this, the disclosure on page
168 indicates that this non-GAAP measure is “determined as revenue after deducting 2.

February 10, 2025
Page 2
cash costs, capital expenditure, non-cash adjustments (consideration from streaming
contract) and the impact of run-of-mine (“ROM”) costs.” However, it appears that the
reconciliation to Total Operational Free Cash Flows presented on page 170 differs
from this description. Tell us how the reconciliation is consistent with the description
of this measure. Please revise to clarify the nature of the measure and, if it is a
liquidity measure, disclose how it provides useful information to investors and
reconcile Operating Free Cash Flow to net cash provided by operating activities (i.e.,
Cash generated by operating activities per page F-10). Alternatively, if Operating Free
Cash Flow is a performance measure, tell us how you determined it is appropriate to
identify it as Operating Free Cash Flow and explain why there are cash-based
adjustments in the calculation of the performance measure. Please provide us with the
proposed revised disclosures you intend to include in future filings. Refer to Item
10(e)(1)(i) of Regulation S-K and Question 100.05 of the Non-GAAP Financial
Measures Compliance & Disclosure Interpretations.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 with questions regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
May 10, 2024
Boipelo Lekubo
Financial Director
Harmony Gold Mining Co Ltd
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa 1759
Re:Harmony Gold Mining Co Ltd
Form 20-F for the Fiscal Year Ended June 30, 2023
File No. 001-31545
Dear Boipelo Lekubo:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Shela Mohatla

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HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park            P O Box 2, Randfontein, 1760    T +27 11 411 2000                  NYSE trading symbol HMY

Cnr Main Reef Road and Ward            Johannesburg, South Africa        F +27 11 692 3879                  JSE trading symbol HAR

Avenue, Randfontein, 1759                    W www.harmony.co.za

To comply with Item 1302

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

DIVISION OF CORPORATION FINANCE

100 F STREET, NE

WASHINGTON, D.C.

20549

FOR ATTENTION:     STEVE LO

SHANNON BUSKIRK

JOHN COLEMAN

RE:             Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2023

Filed October 31, 2023

Comment letter dated April 18, 2024

File No. 001-31545

May 2, 2024

Ladies and Gentlemen,

Reference is made to the Staff’s comment letter dated April 18, 2024 in respect of the Harmony Gold Mining Company Limited (the "Company" or “Harmony”) Form 20-F for the year ended June 30, 2023. Set forth below is the response to the Staff’s comment, which follows the text of the comment in the Staff letter:

Form 20-F For the Fiscal Year Ended June 30, 2023

96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong North, Free State Province, South Africa, page 189

1. In response to comment 1 we note you propose to include two separate cash flows in the Tshepong North Technical Report Summary; one cash flow includes inferred mineral resources and one cash flow is based solely on mineral reserves. In order to satisfy the requirements of Item 1302(e)(6) of Regulation S-K, inferred resources cannot be included in a pre-feasibility study or feasibility study cash flow. Therefore the cash flow that includes inferred resources should be removed from the Tshepong North technical report summary.

Item 1302(e)(5) of Regulation S-K requires a pre-feasibility study to include an economic analysis that supports the property's economic viability as assessed by a detailed discounted cash flow analysis or other similar financial analysis. In the absence of a discounted cash flow analysis or similar financial analysis that supports the economic viability of the Tshepong North mineral reserve, we would expect you to revise your annual filing to remove the Tshepong North mineral reserve and related disclosures. To the extent the elimination of the reserve materially impacts the depletion amounts recorded in your financial statements, please analyze these impacts and revise your financial disclosures as necessary.

Directors:    PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, PW Steenkamp (Chief Executive), BP Lekubo (Financial Director),

    HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*

        *Non-Executive

Secretary:             SS Mohatla

Registration Number:     1950/038232/06

In order to comply with the requirements of Item 1302(e)(6) of Regulation S-K, a revised mine plan was prepared to only reflect the declared Mineral Reserves, thereby reducing the life of the operation to five years. The discounted cash flow (“DCF”) analysis in the Tshepong North Technical Summary Report (“TRS”) has been updated to exclude all Inferred Mineral Resources in the assessment of economic viability of the Mineral Reserve, resulting in a positive net present value (“NPV”). Cash flows included in the amended TRS have therefore been updated to represent the extraction of the Mineral Reserves without Inferred Mineral Resources. The declared Mineral Reserve estimates and assumptions used within the DCF analysis remain consistent with those used in the original filing, as more fully described in the TRS and summarised below.

The specific changes to the mine plan and the resulting DCF disclosures can be summarised as follows:

•The mine plan was aligned to the mine’s current production profile. This change resulted in a revised timing of the mining blocks to be extracted, thereby affecting the revenue cash flows.

•The exclusion of the Inferred Mineral Resources from the mine plan led to reduced metres advanced, capital development and tonnes milled. This resulted in a reduction in the operating and capital costs.

Critical assumptions used in the DCF model that are unchanged from the previous DCF presented are:

•The Mineral Reserve commodity price assumption

•Planning parameters

•Modifying factors

•The Mineral Reserves declared and

•Discount rates.

As Tshepong North’s economic viability is demonstrated with a positive NPV in the amended DCF analysis based only on Mineral Reserves, there are no changes to the Mineral Reserves included in the Form 20-F filed on October 31, 2023. Therefore, there is no impact on the financial statements.

During the review of the amended TRS, management made other minor changes to the document, primarily related to the naming convention that was adopted on the split of the Tshepong Operations into Tshepong North and Tshepong South in fiscal 2023.

Given that the proposed revisions to the TRS do not amend the previously reported declared Mineral Reserves and therefore do not result in a change to the related financial statements, management proposes filing the amended TRS on a Form 6-K. The proposed amended TRS has been attached to this correspondence for the Staff’s convenience.

If you have any questions, need any additional information or would like any clarification, please contact the undersigned at +27 11 411 2011.

Yours faithfully

/s/ Boipelo Lekubo

Boipelo Lekubo

Financial Director

Date: May 2, 2024

United States securities and exchange commission logo
April 18, 2024
Boipelo Lekubo
Financial Director
HARMONY GOLD MINING CO LTD
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa 1759
Re:HARMONY GOLD MINING CO LTD
Form 20-F For the Fiscal Year Ended June 30, 2023
Response dated April 8, 2024
File No. 001-31545
Dear Boipelo Lekubo:
            We have reviewed your April 8, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 8,
2024 letter.
Form 20-F For the Fiscal Year Ended June 30, 2023
96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong
North, Free State Province, South Africa, page 189
1.In response to comment 1 we note you propose to include two separate cash flows
in the Tshepong North Technical Report Summary; one cash flow includes inferred
mineral resources and one cash flow is based solely on mineral reserves.  In order to
satisfy the requirements of  Item 1302(e)(6) of  Regulation S-K, inferred resources cannot
be included in a pre-feasibility study or feasibility study cash flow.  Therefore the cash
flow that includes inferred resources should be removed from the Tshepng North technical
report summary.

Item 1302(e)(5) of Regulation S-K requires a pre-feasibility study to include an economic

 FirstName LastNameBoipelo Lekubo
 Comapany NameHARMONY GOLD MINING CO LTD
 April 18, 2024 Page 2
 FirstName LastName
Boipelo Lekubo
HARMONY GOLD MINING CO LTD
April 18, 2024
Page 2
analysis that supports the property's economic viability as assessed by a detailed
discounted cash flow analysis or other similar financial analysis.  In the absence  of a
discounted cash flow analysis or similar financial analysis that supports the economic
viability of the Tshepong North mineral reserve, we would expect you to revise your
annual filing to remove the Tshepong North mineral reserve and related disclosures.  To
the extent the elimination of the reserve materially impacts the depletion amounts
recorded in your financial statements, please analyze these impacts and revise your
financial disclosures as necessary.

            Please contact Steve Lo at 202-551-3394 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters.  You may
contact John Coleman at 202-551-3610 with questions regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Shela Mohatla

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Document

HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park            P O Box 2, Randfontein, 1760    T +27 11 411 2000                  NYSE trading symbol HMY

Cnr Main Reef Road and Ward            Johannesburg, South Africa        F +27 11 692 3879                  JSE trading symbol HAR

Avenue, Randfontein, 1759                    W www.harmony.co.za

To comply with Item 1302

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

DIVISION OF CORPORATION FINANCE

100 F STREET, NE

WASHINGTON, D.C.

20549

FOR ATTENTION:     STEVE LO

SHANNON BUSKIRK

JOHN COLEMAN

RE:             Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2023

Filed October 31, 2023

Comment Letter dated March 8, 2024

April 8, 2024

Ladies and Gentlemen,

Reference is made to the Staff’s comment letter dated March 8, 2024 in respect of the Harmony Gold Mining Company Limited (the "Company" or “Harmony”) Form 20-F for the year ended June 30, 2023. Set forth below is the response to the Staff’s comment, which follows the text of the comment in the Staff letter:

Form 20-F For the Fiscal Year Ended June 30, 2023

96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong North, Free State Province, South Africa, page 189

1.We note your response to comment 2. The provisions in S-K 1300 preclude the inclusion of inferred resources in an economic analysis that supports a property's economic viability. For example, pursuant to Item 1302(e)(6) of Regulation S-K, a qualified person must exclude inferred mineral resources from a pre-feasibility study's demonstration of economic viability in support of a disclosure of a mineral reserve. Please obtain and file a revised Tshepong North technical report summary from your qualified person to comply with this requirement. Please review your other technical report summaries and make arrangements with your respective qualified persons to revise as necessary to comply with this requirement.

Response:

To satisfy Item 1302(e)(6) of Regulation S-K 1300, the following principle will apply to the revised technical report summary submitted for Tshepong North and all other future fillings where operations include Inferred Mineral Resources in the life of mine (“LOM”). References to “ZAR” are to South Africa Rand and references to “USD” are to US dollars.

–Cash flows will be prepared for both the LOM business plan and Mineral Reserves as the LOM business plan may include Inferred Mineral Resources which are then excluded in the Mineral Reserves.

–Capital and operating costs are and will continue its alignment with the mine design, extraction schedule and estimated gold production for both the LOM business plan and Mineral Reserves.

Directors:    PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, PW Steenkamp (Chief Executive), BP Lekubo (Financial Director),

    HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*

        *Non-Executive

Secretary:             SS Mohatla

Registration Number:     1950/038232/06

–A set of key assumptions are and will continue to be approved by management and used in determining the economic viability of a prefeasibility project. These assumptions include, but are not limited to, the gold commodity price and USD/ZAR exchange rate.

–The cash flow will be tested for its sensitivity to commodity price (ZAR/kg) and operating costs (ZAR), for both the LOM business plan and Mineral  Reserves, for the QP to make a decision if the economic assessment demonstrates sufficient viability in support of a disclosure of a Mineral Reserve.

The qualified person (“QP”) for Tshepong North excluded Inferred Mineral Resources for the demonstration of economic viability of the Mineral Reserves and a revised Tshepong North technical report summary was compiled by the QP to comply with the Item 1302(e)(6) of Regulation S-K1300 requirement. Key changes to the report are explained in this response and has reference to gold content, revenue, cost and profit of the Mineral Reserve vs the LOM plan. Please also see the attached blackline of the Tshepong North technical report summary version with proposed amendments in Appendix 1.

The gold price forecast of ZAR825,000/kg (USD1,582/oz and ZAR:USD exchange rate forecast of R16.22/USD), used in the Tshepong North LOM and Mineral Reserve cash flows, is considered conservative by the QP if compared to a consensus view on gold price outlook of ZAR1,064,868/kg (USD1,837/oz and ZAR:USD exchange rate forecast of R18.03/USD) (See tables 1-8 and 1-10).

The conservative gold price of ZAR825,000/kg as per the company guidance is used in order to meet the  Company strategy to ensure operational excellence, cash certainty, effective capital allocation and responsible stewardship. The intent is to ensure that Harmony avoids fluctuations in Mineral Reserve cut-off grades resulting in additional volumes at lower grades and higher operating cost that will reduce profit margins and shareholder returns.

The contribution for the Tshepong North Mineral Reserves is ZAR894 million (see table 1-2) cash negative at a gold price of ZAR825,000/kg. Sensitivity analysis was performed on the commodity pricing (ZAR/kg) and operating costs (ZAR). A 10% increase in gold price (ZAR907,500/kg) results in a ZAR566 million (see table 1-4) positive cash flow. The insights provided by the sensitivity analysis show that Tshepong North is almost equally sensitive to changes in the gold price (ZAR/kg), as to changes in total operating costs (ZAR). Based on  the sensitivity of the operation’s cash flow to gold price, the QP is of the opinion that the Tshepong North economic assessment demonstrates sufficient viability in support of a disclosure of a Mineral Reserve.

Table 1-1:Tshepong North Cash Flow (LOM)

Item Units LOM Total FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030

Mining advance m2

 1,324,881 193,473 193,635 193,557 193,539 194,301 194,277 162,099

Total OCD m 27,733 5,964 5,368 5,915 5,727 3,118 1,312 329

Milled tons t '000 5,134 739 755 759 756 754 753 617

Yield g/t  4,83   4,67   4,73   4,95   4,84   4,93   4,80   4,88

Gold recovered kg 24,789 3,455 3,569 3,757 3,662 3,722 3,610 3,013

Revenue ZAR'000 20,451,163 2,850,775 2,944,673 3,099,147 3,021,299 3,070,752 2,978,389 2,486,130

Total operating costs ZAR'000 18,609,859 2,739,803 2,724,031 2,737,169 2,727,321 2,681,127 2,647,763 2,352,645

Capital (including OCD) ZAR'000 1,646,983 421,553 326,232 332,231 303,825 173,654 78,428 11,060

Royalty ZAR'000 185,886 14,254 14,723 15,496 15,106 41,173 48,522 36,612

Total costs (including capital and royalty) ZAR'000 20,442,728 3,175,609 3,064,987 3,084,896 3,046,252 2,895,953 2,774,713 2,400,317

Profit (after OCD and capital) ZAR'000 8,435 -324,834 -120,314 14,250 -24,954 174,799 203,676 85,813

NPV - (low discount rate - 9%) @9% (123,958)

NPV - (medium discount rate - 12%) @12% (150,469)

NPV - (high discount rate - 15%) @15% (171,116)

The cash flow indicated in Table 1-1 includes gold from Inferred Resources in the LOM planning which is not published in the Mineral Reserve. The Revenue and cost is structured to support the LOM scheduled plan. The cash flow for the LOM plan indicates a profit of ZAR8 million.

Table 1-2:Tshepong North Cash Flow (Mineral Reserve)

Item Units LOM Total FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030

Mining advance m2

 972,929 193,473 190,313 142,167 123,119 120,005 115,839 88,014

Total OCD m 16,927 4,815 3,909 3,143 2,785 1,284 687 304

Milled tons t '000 3,763 744 740 555 479 463 446 338

Yield g/t  4,73   4,90   4,83   4,90   4,66   4,52   4,24   4,84

Gold recovered kg 17,787 3,646 3,573 2,719 2,231 2,091 1,891 1,635

Revenue ZAR'000 14,674,107 3,008,328 2,947,812 2,243,490 1,840,176 1,725,442 1,560,290 1,348,569

Total operating costs ZAR'000 14,237,186 2,801,253 2,776,262 2,099,253 1,811,129 1,751,984 1,685,807 1,311,498

Capital (including OCD) ZAR'000 1,257,564 374,961 267,145 234,574 206,271 111,129 57,701 5,783

Royalty ZAR'000 97,827 20,056 19,652 14,957 12,268 11,503 10,402 8,990

Total costs (including capital and royalty) ZAR'000 15,592,578 3,196,270 3,063,059 2,348,784 2,029,667 1,874,616 1,753,910 1,326,271

Profit (after OCD and capital) ZAR'000 (894,013) (182,928) (110,334) (101,555) (186,425) (146,298) (191,019) 24,546

NPV - (low discount rate - 9%) @9% (666,732)

NPV - (medium discount rate - 12%) @12% (610,734)

NPV - (high discount rate - 15%) @15% (561,951)

The cash flow indicated in Table 1-2 excludes gold from Inferred Resources in the LOM planning and is based on Mineral Reserves only. The revenue and cost is structured to support the Mineral Reserve scheduled plan.The cash flow for the Mineral Reserve plan indicates a loss of ZAR894 million.

The cash flows were tested for its sensitivity to commodity price (ZAR/kg) and operating costs (ZAR) for both the LOM business plan and Mineral  Reserves for the QP to make a decision if the economic assessment demonstrates sufficient viability in support of a disclosure of a Mineral Reserve.

Table 1-3: Gold Price Sensitivity Analysis (LOM)

Sensitivity (%) Production (kg) Gold Price
(ZAR/kg) Revenue (ZAR’000) Operating Cost (ZAR'000) Profit / Loss (ZAR'000) NPV 9% (ZAR'000)

10% 24,789 907,500 22,496,279 20,442,728 2,053,551 1,351,944

5% 24,789 866,250 21,473,721 20,442,728 1,030,993 613,993

LOM plan 24,789 825,000 20,451,163 20,442,728 8,435 (123,958)

-5% 24,789 783,750 19,428,605 20,442,728 (1,014,123) (861,910)

-10% 24,789 742,500 18,406,047 20,442,728 (2,036,681) (1,599,861)

Table 1-4: Gold Price Sensitivity Analysis (Mineral Reserves)

Sensitivity (%) Production (kg) Gold Price
 (ZAR/kg) Revenue (ZAR’000) Operating Cost (ZAR'000) Profit / Loss (ZAR'000) NPV 9%
(ZAR'000)

10% 17,787 907,500 16,141,518 15,568,121 566,060 434,389

5% 17,787 866,250 15,407,813 15,568,121 (163,977) (116,171)

Reserves 17,787 825,000 14,674,107 15,568,121 (894,013) (666,732)

-5% 17,787 783,750 13,940,402 15,568,121 (1,624,050) (1,217,292)

-10% 17,787 742,500 13,206,697 15,568,121 (2,354,087) (1,767,853)

Table 1-5: Total Operating Cost Sensitivity Analysis (LOM)

Sensitivity (%) Production (kg) Gold Price
 (ZAR/kg) Revenue (ZAR’000) Operating Cost (ZAR'000) Profit / Loss (ZAR'000) NPV 9% (ZAR'000)

10% 24,789 825,000 20,451,163 23,542,028 (3,090,865) (2,274,939)

5% 24,789 825,000 20,451,163 21,992,378 (1,541,215) (1,199,449)

LOM plan 24,789 825,000 20,451,163 20,442,728 8,435 (123,958)

-5% 24,789 825,000 20,451,163 18,618,507 1,832,656 1,173,068

-10% 24,789 825,000 20,451,163 17,343,428 3,107,735 2,027,023

Table 1-6: Total Operating Cost Sensitivity Analysis (Mineral Reserves)

Sensitivity (%) Production (kg) Gold Price
 (ZAR/kg) Revenue (ZAR’000) Operating Cost (ZAR'000) Profit / Loss (ZAR'000) NPV 9% (ZAR'000)

10% 17,787 825,000 14,674,107 17,124,933 (2,450,825) (1,840,059)

5% 17,787 825,000 14,674,107 16,346,527 (1,672,419) (1,253,396)

Reserves 17,787 825,000 14,674,107 15,568,121 (894,013) (666,732)

-5% 17,787 825,000 14,674,107 14,789,715 (115,607) (80,068)

-10% 17,787 825,000 14,674,107 14,011,309 662,799 506,596

Table 1-7: Conversions Used in Gold Price Calculations

Economic Factors Gold Price
(USD/oz) Conversion Factor (oz/kg) Exchange Rate (ZAR:USD) Gold Price
(ZAR/kg)

2023 Mineral Resource 1,764 32.15 16.22 920,000

2023 Mineral Reserve 1,582 32.15 16.22 825,000

The same set of approved conversion rates and assumptions were used for the LOM plan and the Mineral Reserve plan (Table 1-7). A full disclosure of the approved  assumptions are covered in the Tshepong North technical report summary.

Table 1-8: Consensus ZAR : USD Exchange Rate Forecast

Institutions 2022 2023 2024

Nedbank 16.38   18.29   17.27

Investec —   18.20   17.65

FNB 16.40   18.80   18.00

PWC 16.37   18.20   18.70

IDC 16.36   18.50   18.51

Average 16.38   18.40   18.03

Table 1-9: Consensus View of Forecast Gold Price USD/Ounce

Institutions 2022 2023 2024

World Bank: Development 1,801   1,900   1,750

BMO Capital Markets 1,802   1,925   1,750

Scotiabank 1,803   1,904   1,900

Nedbank 1,817   1,897   1,970

Fitch Solutions 1,800   1,800   1,600

S&P Global 1,804   1,889   1,889

Australian Government 1,801   1,906   1,839

TD Economics 1,802   1,985   2,000

Average 1,804   1,901   1,837

Table 1-10: Average Gold Price in ZAR/kg based on the Consensus Averages Above

Items 2022 2023 2024

Average Consensus Exchange Rate (ZAR:USD)  16.38 18.4 18.03

Average Consensus Gold Price USD/Ounce  1 804 1 901 1 837

Average Consensus Gold Price ZAR/Ounce 29 550 34 978 33 121

Average Gold Price ZAR/Kg 950 038 1 124 581 1 064 868

Table 1-11: Summary of Capital Cost Estimate for Tshepong North (ZAR’000)

Capital Cost Element (ZAR'000) Total LOM (FY2024 - FY2030) Mineral Reserves (FY2024 - FY2030)

AE 155,828 155,828

Shaft Projects 65,404 65,404

Major Projects 55,635 55,635

Total 276,867 276,867

OCD 1,268,339 899,781

Total (including OCD) 1,545,206 1,176,648

Capital cost (Table 1-11) reduces from the LOM plan to the Mineral Reserve plan as the LOM plan includes cost to access Inferred Mineral Resource. The scheduled Inferred Mineral Resource is anticipated to be upgraded to Mineral Reserves with the increase in orebody confidence. An exploration strategy is in place to upgrade Inferred Mineral Resource to Indicated or Measured Mineral Resource and until such time the scheduled Inferred Mineral Resource will remain excluded from the Mineral Reserve economic assessment and cash flow.

Table 1-12: Summary of Operating Cost Estimate for Tshepong North (ZAR’000)

Operating Cost Element (ZAR'000) Total LOM (FY2024 - FY2030) Mineral Reserves (FY2024 - FY2030)

Wages - Payroll 1 3,508,543 2,680,951

Wages - Payroll 2 5,380,550 4,224,181

Stores and Materials 2,893,397 2,234,845

Electric Power and Water 3,197,141 2,386,813

Outside Contractors 1,209,572 992,963

Other 650,452 385,689

Direct Costs 16,839,655 12,905,442

Refining charge allocation 52,971 37,728

Assay cost allocation 89,200 64,508

Hostel cost allocation (141,131) (80,031)

Treatment cost allocation 887,713 643,299

Rail transport allocation 47,939 34,668

Sampling Cost Allocation 783 566

Re-allocated costs 937,475 700,737

Mine Overheads Re-allocated 832,729 631,007

Total 18,609,859 14,237,186

The Company will file a revised Tshepong North technical report summary as requested by the Staff once the approach as proposed above by the Company has been considered by the Staff and the comment process concluded.

Item 19. Exhibits

96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong North, Free State Province, South Africa, page 189

2.Please revise your future filings to provide a critical accounting policy for depreciation that addresses your method of depreciating mining-related assets. Please address the following items:

•Define each of proven and probable reserves, measured and indicated resources and inferred resources;

• Describe the circumstances under which each type of “resource” is included in the calculation of depreciation, describe management’s assumptions concerning these resources (i.e., circumstances under which the resources may be economically mined, additional timing and work to convert the resources to reserves, gold pricing concerns, etc.), and describe management’s track record regarding the conversion of resources to reserves;

• Disclose the nature and amount of resources that are included in the depreciation calculation for each year for which an income statement is presented;

• Disclose the amounts and percentages of variances between the amount of depreciation calculated including these resources and the amount of depreciation calculated without these resources;

• Describe how you risk weighted the resources included in the depreciation calculation; or if you do not risk weight t

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SEC Comment letter revert 20F FY23 Mar 2024

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

DIVISION OF CORPORATION FINANCE

100 F STREET, NE

WASHINGTON, D.C.

20549

FOR ATTENTION: STEVE LO

SHANNON BUSKIRK

JOHN COLEMAN

RE: Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2023

Filed October 31, 2023

Comment Letter dated March 8, 2024

March 14, 2024

Ladies and Gentlemen,

We are in receipt of your letter of March 8, 2024 to Harmony Gold Mining Company Limited (the “Company”),

asking that the Company respond to your inquiry within ten business days or inform you of when the

Company will provide you a response. The Company will require further time to formulate the requested

response in coordination with its independent auditors and other advisors due to current business processes

and corporate activity limiting the availability of key collaborators. The Company will be able to provide a

response on or before April 8, 2024.

The Company would like to request a meeting with the Staff to discuss the comments raised in the letter dated

March 8, 2024. The Company would like to elaborate on the methodology driving the disclosure made and

propose disclosure for future filings. To allow for preparation for the meeting as well as time to incorporate the

agreed-on disclosure in the response letter, we would like to suggest the week of 25 - 28 March as possible

dates for the meeting, if convenient for the Staff. Please propose a date and time that is suitable.

Thank you for your co-operation.

Yours sincerely,

/s/ Boipelo Lekubo

Boipelo Lekubo

Financial Director

HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park        P O Box 2, Randfontein, 1760T +27 11 411 2000          NYSE trading symbol HMY

Cnr Main Reef Road and Ward        Johannesburg, South AfricaF +27 11 692 3879          JSE trading symbol HAR

Avenue, Randfontein, 1759W www.harmony.co.za

Directors:PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, PW Steenkamp (Chief Executive), BP Lekubo (Financial Director),

HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*

*Non-Executive

Secretary:         SS Mohatla

Registration Number: 1950/038232/06

United States securities and exchange commission logo
March 8, 2024
Boipelo Lekubo
Financial Director
HARMONY GOLD MINING CO LTD
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa 1759
Re:HARMONY GOLD MINING CO LTD
Form 20-F For the Fiscal Year Ended June 30, 2023
Response dated February 20, 2024
File No. 001-31545
Dear Boipelo Lekubo:
            We have reviewed your February 20, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our January 19,
2024 letter.
Form 20-F For the Fiscal Year Ended June 30, 2023
96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong
North, Free State Province, South Africa, page 189
1.We note your response to comment 2.  The provisions in S-K 1300 preclude the inclusion
of inferred resources in an economic analysis that supports a property's economic
viability.  For example, pursuant to Item 1302(e)(6) of Regulation S-K, a qualified person
must exclude inferred mineral resources from a pre-feasibility study's demonstration of
economic viability in support of a disclosure of a mineral reserve.  Please obtain and file a
revised Tshepong North technical report summary from your qualified person to comply
with this requirement.  Please review your other technical report summaries and make
arrangements with your respective qualified persons to revise as necessary to comply with
this requirement.

 FirstName LastNameBoipelo Lekubo
 Comapany NameHARMONY GOLD MINING CO LTD
 March 8, 2024 Page 2
 FirstName LastName
Boipelo Lekubo
HARMONY GOLD MINING CO LTD
March 8, 2024
Page 2
Exhibit 99.1
Notes to the Group Financial Statements
15 Property, Plant and Equipment
Depreciation, page F-33
2.Please revise your future filings to provide a critical accounting policy for depreciation
that addresses your method of depreciating mining-related assets. Please address the
following items:

•Define each of proven and probable reserves, measured and indicated resources and
inferred resources;

•Describe the circumstances under which each type of “resource” is included in the
calculation of depreciation, describe management’s assumptions concerning these
resources (i.e., circumstances under which the resources may be economically mined,
additional timing and work to convert the resources to reserves, gold pricing
concerns, etc.), and describe management’s track record regarding the conversion of
resources to reserves;

•Disclose the nature and amount of resources that are included in the depreciation
calculation for each year for which an income statement is presented;

•Disclose the amounts and percentages of variances between the amount of
depreciation calculated including these resources and the amount of depreciation
calculated without these resources;

•Describe how you risk weighted the resources included in the depreciation
calculation; or if you do not risk weight those quantities, explain why;

•Disclose whether additional development costs are also included in the calculation of
depreciation and how those costs are determined. If so, disclose the amount of
additional development costs that were included in the depreciation calculation for
each year for which an income statement is presented;

•Provide all of the requested disclosures on an overall basis and on a mine-by-mine
basis as necessary. Discuss the uncertainties surrounding management’s estimates
and also how changes in the estimates would affect depreciation expense.

Please provide us with a draft of proposed disclosures to be included in your future filings.

 FirstName LastNameBoipelo Lekubo
 Comapany NameHARMONY GOLD MINING CO LTD
 March 8, 2024 Page 3
 FirstName LastName
Boipelo Lekubo
HARMONY GOLD MINING CO LTD
March 8, 2024
Page 3
            Please contact Steve Lo at 202-551-3394 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 with questions regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Shela Mohatla

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HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park            P O Box 2, Randfontein, 1760    T +27 11 411 2000                  NYSE trading symbol HMY

Cnr Main Reef Road and Ward            Johannesburg, South Africa        F +27 11 692 3879                  JSE trading symbol HAR

Avenue, Randfontein, 1759                    W www.harmony.co.za

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

DIVISION OF CORPORATION FINANCE

100 F STREET, NE

WASHINGTON, D.C.

20549

FOR ATTENTION:     STEVE LO

SHANNON BUSKIRK

JOHN COLEMAN

RE:             Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2023

Filed October 31, 2023

Comment Letter dated January 19, 2024

February 19, 2024

Ladies and Gentlemen,

Reference is made to the Staff’s comment letter dated January 19, 2024 in respect of the Harmony Gold Mining Company Limited (the "Company" or “Harmony”) Form 20-F for the year ended June 30, 2023. Set forth below is the response to the Staff’s comment, which follows the text of the comment in the Staff letter:

Form 20-F For the Fiscal Year Ended June 30, 2023

Item 16F. Change in Registrant's Certifying Accountant, page 182

1.Please revise to state whether you consulted your new independent principal accountants, Ernst & Young, Inc., during the two most recent fiscal years or any subsequent interim period and provide required disclosures pursuant to Item 16F(a)(2) of Form 20-F.

Response: The Company acknowledges the Staff’s comment regarding consultation with its incoming principal accountants, Ernst & Young, Inc. (“EY”). In considering the disclosure requirements of Item 16F(a)(2) in preparing our Form 20-F for the year ended June 30, 2023, the Company determined that EY was a new independent accountant and accordingly Harmony identified EY and indicated the date of EY’s engagement in our Form 20-F for the year ended June 30, 2023 pursuant to the requirement of Item 16F(a)(2). During the fiscal years ended June 30, 2023 and 2022 and the subsequent interim period through October 31, 2023, Harmony has not consulted with EY, either in writing or orally, regarding any of the matters described in Item 16F(a)(2)(i) or Item 16F(a)(2)(ii) of Form 20-F.

The Company interpreted the additional disclosure requirements pursuant to Item 16F(a)(2)(ii)(A) through (D) as conditional on occurrence of a matter described in item 16F(a)(2)(i) or Item 16F(a)(2)(ii) based on the conditional “if” language in Item 16(F)(a)(2). Given the absence of such matters, Harmony did not provide such additional disclosure; had there been any consultation in the fiscal periods mentioned, the fact would have been disclosed in the Form 20-F and the disclosures required by Item 16F(a)(2)(ii)(A)-(D) would have been provided by Harmony. However, in response to the Staff’s comment, we will provide disclosure regarding the absence of any of the matters described in item 16F(a)(2)(i) or Item 16F(a)(2)(ii) in our Form 20-F for the year ended June 30, 2024.

Directors:    PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, PW Steenkamp (Chief Executive), BP Lekubo (Financial Director),

    HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*

        *Non-Executive

Secretary:             SS Mohatla

Registration Number:     1950/038232/06

Item 19. Exhibits

96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong North, Free State Province, South Africa, page 189

2.We note that the gold recovered in your life of mine plan exceeds the gold content disclosed in your mineral reserve table. For example the gold recovered listed in Table 19.4 is 24,789 kg, which is greater than the gold content of 18,731 kg listed in Table 12-4. Please explain these differences. To the extent materials other than reserves have been included in your life of mine plan and cash flow analysis, please tell us the nature of these materials. Only mineral reserves should be included in the cash flow analysis of a preliminary feasibility study or feasibility study, in order to meet the requirements of Item 1302(e)(3) of Regulation S-K, and the definition of a mineral reserve under Item 1300 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment regarding the Mineral Reserves for Tshepong North. The Company confirms that the difference between Table 19.4 Tshepong North Cash Flow and Table 12.4 Summary of Tshepong Mineral Reserve as at June 30, 2023 is the inclusion of Inferred Resources in the Economic Business Plan, also known as Life of Mine (“LoM”). The Company believes this to be appropriate for the reasons set out below.

Harmony has a long-established reporting process whereby Mineral Resources and Reserves are declared in accordance with the Subpart 1300 (17 CFR 229.1300) of Regulation S-K) and technical report summaries are disclosed within the requirements of Item 601(b)(96) (17 CFR 229.601(b)(96)) under Regulation S-K. The purpose is to provide open and transparent disclosure of all material, exploration activities, Mineral Resource and Mineral Reserve information to enable the investor to understand the operations which form part of Harmony’s activities.

Harmony has a consistent track record of converting Inferred Resources to Proven and Probable Reserves. Harmony Gold has extensively mined gold within the Witwatersrand Basin since the 1950s and is a well-established company which has grown its Mineral Resource and Reserve base through exploration and acquisitions. Harmony has demonstrated the ability to turn marginal mines into profitable entities and thereby extending the LoM for various mines within the Witwatersrand. The success is due to a well embedded understanding of the orebody supported by extensive brownfield and greenfield exploration strategies. Additional confidence in the existence and commercial viability of the gold bearing reefs is obtained from the fact that the Harmony operations have been mined over many years where continuations of the same gold bearing reefs are exploited.

Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade are estimated on the basis of limited geological information. In specific cases, Inferred Mineral Resources which are in close proximity to the Mineral Reserve blocks are included in the Life of Mine plan (LoM Plan) economic assessment however are not included in the Mineral Reserve due to their Mineral Resource classification. Should the Competent Person have confidence that the Inferred Mineral Resources will be converted into Reserves, then Inferred Resources are included in the LoM Plan economic assessment.

In the case of Tshepong North Operation, certain B-Reef Inferred Mineral Resources were included during the economic assessment of the June 2023 LoM Plan. For the past 15 years, the B-Reef has drawn attention for its economic viability with focus on improving confidence in the geological model, as well as adding and upgrading Mineral Resources to replace the mining depletion and is mined as a secondary reef. The Inferred Mineral Resources included in the LoM Plan are supported by limited drilling and underground sampling, however are within close proximity to the current Proved and Probable Reserves. The Company has identified that further geological confirmation drilling is required to improve and upgrade the Inferred Mineral Resources into Reserves. During the June 2023 Mineral Resource assessment, an exploration strategy was approved and comprised of an extensive drilling program to convert the Inferred Mineral Resources into Indicated Resources. Furthermore, as the current mining faces move towards the areas of Inferred Mineral Resources, additional stope sampling information becomes available, which pushes the estimation confidence halos into the Inferred Resource areas. The maps below (Map 1a, b and c) indicate the anticipated upgrade of the B-Reef Inferred Mineral Resource into Indicated Resources after the completion of the drilling program and the inclusion of additional underground sampling from the operation.

The Company has not performed any cash flow analysis of a preliminary feasibility study or feasibility study during the year ended June 30, 2023 for Tshepong North.

Page 2

Map 1(a): Tshepong North B-Reef Resource and Reserve indicating Exploration Targets as at June 30, 2023

Map 1(b): Tshepong North B-Reef Confidence Halos as at June 30, 2023

Map 1(c): Tshepong North B-Reef Confidence Halos Outlook as at 30 June 30, 2024

Page 3

3.Please tell us if capital costs and the extent to which closing costs have been included in the Tshepong North cash flow analysis. Additionally, please reconcile the difference between the Total Operating Cost line item in Table 19-4, and the Summary of Operating Cost Estimate for Tshepong North in Table 18-2.

Response: The Company acknowledges the Staff’s comment on the inclusion of capital and closing costs in the Tshepong North cash flow analysis. The Capital (including OCD) line was erroneously disclosed as zeros in Table 19-4. The Company will ensure that the error does not reoccur in future filings.

The corrected Table 19-4 is presented below:

Item Units LOM Total FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030

Mining advance m2

 1,324,881 193,473 193,635 193,557 193,539 194,301 194,277 162,099

Total OCD m 27,733 5,964 5,368 5,915 5,727 3,118 1,312 329

Milled tons t '000 4,870 710 710 720 710 710 710 590

Yield g/t 5.802 4.67 4.73 4.95 4.84 4.93 4.80 4.88

Gold recovered kg 24,789 3,455 3,569 3,757 3,662 3,722 3,610 3,013

Revenue ZAR'000 20,451,163 2,850,775 2,944,673 3,099,147 3,021,299 3,070,752 2,978,389 2,486,130

Total operating costs ZAR'000 18,609,859 2,739,803 2,724,031 2,737,169 2,727,321 2,681,127 2,647,763 2,352,645

Capital (including OCD) ZAR'000 1,646,983 421,553 326,232 332,231 303,825 173,654 78,428 11,060

Royalty ZAR'000 185,886 14,254 14,723 15,496 15,106 41,173 48,522 36,612

Total costs (including capital and royalty) ZAR'000 20,442,728 3,175,609 3,064,987 3,084,896 3,046,252 2,895,953 2,774,713 2,400,317

Profit (after OCD and capital) ZAR'000 8,435 -324,834 -120,314 14,250 -24,954 174,799 203,676 85,813

NPV - (low discount rate - 9%) @9% -123,958

NPV - (medium discount rate - 12%) @12% -150,469

NPV - (high discount rate - 15%) @15% -171,116

The cash flow analysis does not include any closing costs. This is due to the fact that the South African mining regulations require funding to be set aside for future rehabilitation. Tshepong North’s rehabilitation liability is fully funded (i.e. there are sufficient investments and cash set aside to cover all estimated future costs) and therefore the closure costs have been excluded.

The information in Table 18-2 has not been correctly disclosed. For this reason, the total cost line per Table 18-2 and Table 19-4 will not reconcile.

The corrected Table 18-2 is presented below:

Operating Cost Element (ZAR'000) Total LOM (FY24 - FY30)

Mining 9,204,513

Services 1,313,124

Medical Hub / Station 409,515

Engineering 5,962,265

Plant 887,713

Total Direct Costs 17,777,130

Mine Overheads 832,729

Royalties 185,886

Ongoing Capex 1,268,339

Total Cost 20,064,084

As the disclosure forms part of the exhibit and not the annual financial statements, management has assessed the impact to be quantitatively and qualitatively immaterial to an investor’s decision. The Company will ensure that the error does not reoccur in future filings.

Page 4

Exhibit 99.1

Notes to the Group Financial Statements

15. Property, Plant and Equipment

Depreciation, page F-33

4.Your accounting policy appears to indicate you include inferred resources into the unit-of production calculation for determining the amount of depreciation of your mining assets, when you have confidence that such inferred resources will be converted into reserves. In order to enhance our understanding of your accounting policy, please address the following points:

•Tell us the percentage and amount of inferred resources that you include in the portion of mineralization expected to be classified as reserves;

•Provide us with your history of converting inferred resources into proven and probable reserves;

•Tell us the number of years of historical data that you have used to estimate your projected rates of converting inferred resources to proven and probable reserves;

•Explain to us whether or not and why historical trends are indicative of future conversion rates;

•If you have a consistent track record of converting inferred resources to proven and probable reserves, please explain the reasons for your success, given that the information you have about resources is significantly less than the information and supporting technical data that you have about proven and probable reserves; and

•Tell us to the extent which resources are currently accessible and the extent which additional capital improvements are required to convert and gain access to inferred resources.

Response: The Company acknowledges the Staff’s comment on the depreciation and amortization policy and our responses are set out below.

Harmony has an established history of converting Mineral Resources included in the LoM Plan into Mineral Reserves. During the Mineral Resource and Reserve assessment for the fiscal year ending June 2023 which was presented in the Company’s Form 20-F, the inclusion of Inferred Mineral Resources was undertaken at Tshepong North, Tshepong South, Target 1, Doornkop South Reef, Moab Khotsong and Mponeng in addition to Proven and Probable Reserves. This was for certain, but not all, Inferred Resources associated with these properties.

Tell us the percentage and amount of inferred resources that you include in the portion of mineralization expected to be classified as reserves

As at June 30, 2023, 22.569 million tonnes of Inferred Mineral Resources were included in the portion of mineralization expected to be converted into Mineral Reserves (see table below), this represents 1.81% of Harmony’s South Africa gold operations Mineral Reserves.

Page 5

Tell us the number of years of historical data that you have used to estimate your projected rates of converting inferred resources to proven and probable reserves

Historical data has not been used in the estimate for projected rates of converting inferred resources to proven and probable reserves. This is due to historical trends not being representative of future conversions, therefore other methods of prediction are used in the modeling.

Explain to us whether or not and why historical trends are indicative of future conversion rates

Historical trends are not indicative of future conversion rates as the conversion is based on exploration strategies that comprised a combination of extensive drilling, raise development and current mining, in order to gather sufficient geological and sampling data to allow the conversion. For Inferred Mineral Resources to be included in the LoM Plan, management must demonstrate that the Mineral Resource can be economically mined and is therefore commercially viable.

This consistent systematic method for inclusion of Inferred Mineral Resources in the LoM Plan takes management’s view of the gold price, exchange rates as well as cost inflation into account. The Board of Directors and management approach economic decisions affecting these operations based on the LoM Plans that include such Mineral Resources. The LoM Plan and the supporting Mineral Resources and Reserves are revised annually. The amount of Mineral Resources included in the depreciation calculation also changes annually. The relevant statistics for shafts with inferred resources for the past four years are indicated in the Appendix 1, Table 1. As at June 2021 the Mponeng tonnes were included following the Mponeng acquisition from AngloGold Ashanti. After J

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1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a16 OR 15d16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For February 6, 2024

Harmony Gold Mining Company Limited

Randfontein Office Park

Corner Main Reef Road and Ward Avenue Randfontein, 1759

South Africa

(Address of principal executive offices)

*-

(Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20 F or Form 40F.)

Form 20F ☒                 Form 40F ☐

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g32(b) under the Securities Exchange Act of 1934.)

Yes ☐             No ☒

HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park            P O Box 2, Randfontein, 1760    T +27 11 411 2000                  NYSE trading symbol HMY

Cnr Main Reef Road and Ward            Johannesburg, South Africa        F +27 11 692 3879                  JSE trading symbol HAR

Avenue, Randfontein, 1759                    W www.harmony.co.za

VIA EDGAR

                                            6 February 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.

20549

For attention:    Steve Lo

Shannon Buskirk

John Coleman

RE:                 Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2023

Filed October 31, 2023

File No. 001-31545

Comment Letter dated January 19, 2024

The telephonic communication with Shela Mohatla on Thursday, February 1, 2024 refers.

We thank you for granting an extension to respond to your letter of January 19, 2024 and hereby agree and confirm that we will be able respond on or before February 19, 2024.

Thank you for your co-operation.

Yours sincerely,

/s/ Boipelo Lekubo

Boipelo Lekubo

cc:

Peter Steenkamp

Michelle Kriel

Shela Mohatla

John Basnage

Directors:    PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, PW Steenkamp (Chief Executive), BP Lekubo (Financial Director),

    HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*

        *Non-Executive

Secretary:             SS Mohatla

Registration Number:     1950/038232/06

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Harmony Gold Mining Company Limited

Date: February 6, 2024 By:  /s/  Boipelo Lekubo

 Name: Boipelo Lekubo

 Title: Financial Director

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HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park            P O Box 2, Randfontein, 1760    T +27 11 411 2000                  NYSE trading symbol HMY

Cnr Main Reef Road and Ward            Johannesburg, South Africa        F +27 11 692 3879                  JSE trading symbol HAR

Avenue, Randfontein, 1759                    W www.harmony.co.za

VIA EDGAR

                                            30 January 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.

20549

For attention:    Steve Lo

Shannon Buskirk

John Coleman

RE:                 Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2023

Filed October 31, 2023

File No. 001-31545

Comment Letter dated January 19, 2024

We are in receipt of your letter of January 19, 2024 to Harmony Gold Mining Company Limited (the “Company”), asking that the Company respond to your inquiry within ten business days or inform you of when the Company will provide you a response. As the Company will require further time to gather the requested materials and formulate the requested response in coordination with its independent auditors and other advisors, the Company will be able to provide a response on or before March 7, 2024.

Thank you for your co-operation.

Yours sincerely,

/s/ Boipelo Lekubo

Boipelo Lekubo

cc:

     Peter Steenkamp

     Michelle Kriel

     Shela Mohatla

 John Basnage

Directors:    PT Motsepe* (Chairman), KT Nondumo* (Deputy Chairman), M Msimang*, PW Steenkamp (Chief Executive), BP Lekubo (Financial Director),

    HE Mashego (Executive Director), JL Wetton*, VP Pillay*, GR Sibiya*, PL Turner*, B Nqwababa*, M Prinsloo*

        *Non-Executive

Secretary:             SS Mohatla

Registration Number:     1950/038232/06

United States securities and exchange commission logo
January 19, 2024
Boipelo Lekubo
Financial Director
HARMONY GOLD MINING CO LTD
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa 1759
Re:HARMONY GOLD MINING CO LTD
Form 20-F For the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-31545
Dear Boipelo Lekubo:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F For the Fiscal Year Ended June 30, 2023
Item 16F. Change in Registrant's Certifying Accountant, page 182
1.Please revise to state whether you consulted your new independent principal accountants,
Ernst & Young, Inc., during the two most recent fiscal years or any subsequent interim
period and provide required disclosures pursuant to Item 16F(a)(2) of Form 20-F.
Item 19. Exhibits
96.12 Technical Report Summary of the Mineral Resources and Mineral Reserves for Tshepong
North, Free State Province, South Africa, page 189
2.We note that the gold recovered in your life of mine plan exceeds the gold content
disclosed in your mineral reserve table. For example the gold recovered listed in Table
19.4 is 24,789 kg, which is greater than the gold content of 18,731 kg listed in Table 12-4.
 Please explain these differences.  To the extent materials other than reserves have been
included in your life of mine plan and cash flow analysis, please tell us the nature of these

 FirstName LastNameBoipelo Lekubo
 Comapany NameHARMONY GOLD MINING CO LTD
 January 19, 2024 Page 2
 FirstName LastNameBoipelo Lekubo
HARMONY GOLD MINING CO LTD
January 19, 2024
Page 2
materials.  Only mineral reserves should be included in the cash flow analysis of a
preliminary feasibility study or feasibility study, in order to meet the requirements of Item
1302(e)(3) of Regulation S-K, and the definition of a mineral reserve under Item 1300 of
Regulation S-K.
3.Please tell us if capital costs and the extent to which closing costs have been included in
the Tshepong North cash flow analysis.  Additionally, please reconcile the
difference between the Total Operating Cost line item in Table 19-4, and the Summary of
Operating Cost Estimate for Tshepong North in Table 18-2.

Exhibit 99.1
Notes to the Group Financial Statements
15. Property, Plant and Equipment
Depreciation, page F-33
4.Your accounting policy appears to indicate you include inferred resources into the unit-of-
production calculation for determining the amount of depreciation of your mining assets,
when you have confidence that such inferred resources will be converted into reserves.  In
order to enhance our understanding of your accounting policy, please address the
following points:

•Tell us the percentage and amount of inferred resources that you include in the
portion of mineralization expected to be classified as reserves;

•Provide us with your history of converting inferred resources into proven and
probable reserves;

•Tell us the number of years of historical data that you have used to estimate your
projected rates of converting inferred resources to proven and probable reserves;

•Explain to us whether or not and why historical trends are indicative of future
conversion rates;

•If you have a consistent track record of converting inferred resources to proven and
probable reserves, please explain the reasons for your success, given that the
information you have about resources is significantly less than the information and
supporting technical data that you have about proven and probable reserves; and

•Tell us to the extent which resources are currently accessible and the extent which
additional capital improvements are required to convert and gain access to inferred
resources.
5.To better understand the effect of resources on your depletion expense, please provide us
with the amount of depletion expense for each period presented if (i) only proven and

 FirstName LastNameBoipelo Lekubo
 Comapany NameHARMONY GOLD MINING CO LTD
 January 19, 2024 Page 3
 FirstName LastName
Boipelo Lekubo
HARMONY GOLD MINING CO LTD
January 19, 2024
Page 3
probable reserves is included in the depreciable base (i.e., excluding all measured and
indicated and all inferred mineral resources from the depreciable base) and only proven
and probable reserves plus the portion of measured and indicated resources expected to be
converted to mineral reserves (i.e., excluding all inferred mineral resources from
the depreciable base).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Steve Lo at 202-551-3394 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters.  You may
contact John Coleman at 202-551-3610 with questions regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Shela Mohatla

March 24, 2020
Frank Abbott
Chief Financial Officer
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reed Road
Randfontein, South Africa, 1759
Re:Harmony Gold Mining Company Limited
Form 20-F for Fiscal Year Ended June 30, 2019
Filed October 24, 2019
File No. 001-31545
Dear Mr. Abbott:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Marian van der Walt

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HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park

 P O Box 2, Randfontein, 1760

 T +27 11 411 2000

 NYSE trading symbol HMY

Cnr Main Reef Road and Ward

 Johannesburg, South Africa

 F +27 11 692 3879

 JSE trading symbol HAR

Avenue, Randfontein, 1759

 W www.harmony.co.za

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

United States of America

Attn:

 John Coleman, Division of Corporation Finance, Office of Energy & Transportation

March 6, 2020

RE:

 Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2019

Filed October 24, 2019

File No. 001-31545

Dear Mr. Coleman,

Harmony Gold Mining Company Limited (the “Company” or “we”) hereby responds to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission contained in your letter dated February 6, 2020 (the “Comment Letter”) regarding the Company’s Annual Report on

Form 20-F for the fiscal year ended June 30, 2019 (“2019 Form 20-F”).

For the convenience of the Staff, we have set forth below the comments contained in the Comment Letter followed by the Company’s response to each comment.  All references to page numbers and captions correspond to the 2019 Form 20-F, unless otherwise specified.

Form 20-F for Fiscal Year Ended June 30, 2019

Item 4.    Information on the Company

B.

 Business Overview, page 26

1.

 We note the disclosure of mineral reserves on page 29 of your filing. Please revise to disclose the metallurgical recovery factor for each of your mineral reserves.

Response: The Company respectfully acknowledges the Staff’s comment. Set forth below are the metallurgical recovery factors for each of the Company’s mineral reserves.  We confirm that we will include this disclosure in future filings.

Directors:

 PT Motsepe* (Chairman), JM Motloba* (Deputy Chairman), PW Steenkamp (Chief Executive), B Lekubo (Financial Director), F Abbott (Executive Director), HE Mashego (Executive Director), JA Chissano*#, FFT De Buck*, KV Dicks*, Dr DSS Lushaba*, M Msimang*, JL Wetton*, AJ Wilkens*, KT Nondumo*, VP Pillay*, MV Sisulu*, HG Motau*, GR Sibiya*

*Non-Executive;   #Mozambican

Acting Secretary

 Shela Mohatla

Registration Number:

 1950/038232/06

Operations

 Plant Recovery Factor (%)

South Africa Underground

Bambanani

 96

Joel

 96

Masimong

 96

Unisel

 96

Target 1

 95

Tshepong Operations

 96

Doornkop

 96

Kusasalethu

 93

Moab Khotsong

 97

South Africa Surface

Kalgold

 84

Phoenix

 45

St Helena

 45

Central Plant

 52

WRD Tailings

 51

Papua New Guinea

Hidden Valley

 88

Hamata

 88

Golpu

 61

D.

 Property, Plant and Equipment., page 44

2.

 Please revise to provide an overview for each of your significant properties pursuant to Item 102 of Regulation S-K and the guidance in paragraph (b) of Industry Guide 7. It appears that this type of disclosure for your mining operations was provided in your Form20-F for the fiscal year ended June 30, 2018, but is not included in your filing for the fiscal year ended June 30, 2019.

Response: The Company respectfully acknowledges the Staff’s comment. The information was provided on our website as part of our 2019 Integrated Reporting suite, which includes the Form 20F. It is set out in the supplementary document called Operations 2019. We have included the disclosure in Annexure A to this letter.

Exhibit 15.1, page 63

3.

 We note the disclosure of mineral resources in your filing, including on pages 63 and 66 of your integrated annual report. Only proven and probable reserves may be disclosed in filings with the United States Securities and Exchange Commission pursuant to the Instructions to paragraph (b)(5) of Industry Guide 7. Please revise to remove the disclosure of mineral resources.

Response: The Company respectfully acknowledges the Staff’s comment and will revise its future filings to omit references to mineral resources in accordance with Industry Guide 7 for so long as Industry Guide 7 remains effective.

Please feel free to contact me by telephone at +27 11 411 6061 or by email at boipelo.lekubo@harmony.co.za should you have any questions or comments. You may also contact John M. Basnage of Anthem Legal Services, LLC by telephone at +1 212 380 6548 or by email at jmb@anthemlex.com.

Sincerely,

/s/ Boipelo Lekubo

Boipelo Lekubo

Financial Director

cc:

 Ethan Horowitz, Branch Chief, Office of Natural Resources

John M. Basnage, Anthem Legal Services, LLC

ANNEXURE A

OPERATIONAL PERFORMANCE

SOUTH AFRICA - UNDERGROUND OPERATION

Tshepong Operations

 FY19*

 FY18*

 FY17*

Number of employees

- Permanent

 8  091

 8 347

 8 110

- Contractors

 724

 673

 588

Total

 8 815

 9 020

 8 698

Operational

Volumes milled

 (000t) (metric)

 1 612

 1 716

 1 695

 (000t) (imperial)

 1 777

 1 893

 1 869

Gold produced

 (kg)

 7 967

 9 394

 8 828

 (oz)

 256 146

 302 026

 283 827

Gold sold

 (kg)

 7 922

 9 338

 8 816

 (oz)

 254 698

 300 223

 283 439

Grade

 (g/t)

 4.94

 5.47

 5.21

 (oz/t)

 0.144

 0.160

 0.152

Productivity

 (g/TEC)

 84.62

 93.93

 92.28

Development results

Total metres

  23 259

 23 089

 19 462

Reef metres

  3 323

 3 159

 3 028

Capital metres

  809

 588

 599

Financial

Revenue

 (Rm)

 4 685

 5 389

 5 062

 (US$m)

 330

 419

 372

Average gold price received

 (R/kg)

 591 331

 577 058

 574 165

 (US$/oz)

 1 297

 1 397

 1 314

Cash operating cost

 (Rm)

 4 008

 3 829

 3 677

 (US$m)

 283

 298

 270

Production profit

 (Rm)

 712

 1 590

 1 391

 (US$m)

 50

 123

 102

Capital expenditure

 (Rm)

 1 130

 1 008

 717

 (US$m)

 80

 78

 52

Operating free cash flow 1

 (Rm)

 (453)

 552

 668

 (US$m)

 (32)

 43

 50

Cash operating cost

 (R/kg)

 503 033

 407 575

 416 493

 (US$/oz)

 1 103

 987

 953

All-in sustaining cost

 (R/kg)

 636 281

 514 537

 507 368

 (US$/oz)

 1 396

 1 245

 1 161

Average exchange rate

 (R/US$)

 14.18

 12.85

 13.60

Safety

Number of fatalities

 4

 2

 1

Lost-time injury frequency rate per million hours worked

 7.75

 7.80

 7.09

Environment

Electricity consumption

 (GWh)

 466

 454

 466

Water consumption - primary activities

 (ML)

 2 778

 2 701

 2 719

Greenhouse gas emissions

 (000t CO2e)

 535

 441

 463

Intensity data per tonne treated

- energy

 0.29

 0.26

 0.27

- water

 1.72

 1.57

 1.60

- greenhouse gas emissions

 0.33

 0.26

 0.27

Number of reportable environmental incidents

 0

 0

 0

Community

Local economic development

 (Rm)

 18

 9

 12

Training and development

 (Rm)

 86

 92

 74

* From FY18, the Tshepong and Phakisa mines have been integrated and reported on as a single entity, Tshepong operations

1 Operating free cash flow = revenue - cash operating cost - capital expenditure ± impact of run of mine (ROM) costs as per operating results

Other salient features

Status of operation

 Steady state operation: development continues

Life of mine

 19 years

Nameplate hoisting capacity (per month)

 283 000 tonnes (312 000 tons)

Compliance and certification

 New order mining right - December 2007

ISO 14001

ISO 9001

Mineral reserve estimates as at 30 June 2019

 Proved reserves

 Probable reserves

 Total mineral reserves

Reserves

(metric)

 Tonnes

(Mt)

 Grade

(g/t)

 Gold

(000kg)

 Tonnes

(Mt)

 Grade

(g/t)

 Gold

(000kg)

 Tonnes

(Mt)

 Grade

(g/t)

 Gold

(000kg)

 20.0

 5.87

 117

 3.8

 4.70

 18

 23.8

 5.68

 135

Reserves (imperial)

 Tons

(Mt)

 Grade

(oz/t)

 Gold

(000oz)

 Tons

(Mt)

 Grade

(oz/t)

 Gold

(000oz)

 Tons

(Mt)

 Grade

(oz/t)

 Gold

(000oz)

 22.0

 0.171

 3 774

 4.2

 0.137

 576

 26.2

 0.166

 4 350

Overview of operations

Tshepong Operations is located in the Free State province, near Welkom, approximately 250km from Johannesburg, and includes the Tshepong and Phakisa underground mines. The close proximity of these mines allowed for this integration, which has resulted in the use of excess hoisting capacity and underused infrastructure at Tshepong and the debottlenecking of Phakisa’s restrained infrastructure. The integration and reporting of the Tshepong operations as a single entity began in FY18.

Mining is conducted at depths ranging from 1 500m to 2 300m. The Tshepong section is a mature underground operation, using conventional undercut mining. The Phakisa section primarily uses the conventional mining method. Rock from Phakisa is transported via a rail-veyor system from Phakisa to the Nyala shaft, from where the rock is hoisted to surface. The principal gold-bearing orebody is the Basal Reef and the B Reef is exploited as a high-grade secondary reef. Ore mined is processed at the Harmony One plant. Gold is recovered by means of gold cyanide leaching.

Operating performance FY19

Tshepong Operations had a challenging operational performance in FY19, mainly impacted by a lack of flexibility due to a reduction in the availability of stoping panels to mine. Safety-related stoppages and measures taken to halt the spate of illegal mining incidents further impacted the momentum and performance of the operation in FY19. A strong and stable management team has been re-enforced. An increased focus on improving flexibility, speeding up development, disciplined mining and grade management have already resulted in improved overall performance post the financial year end.

Regrettably, four fatalities occurred at Tshepong Operations in FY19.

In FY19, Tshepong Operations was the group’s largest gold operation (contributing 18% of group gold production). However, the lower production performance compared to FY18, due to the challenging operating performance in FY19, significantly impacted operating free cash flow generation1. An operating free cash flow loss of R453 million (US$32 million loss) was recorded in FY19 compared to R552 million profit (US$43 million profit) in FY18.

1 Operating free cash flow = revenue - cash operating cost - capital expenditure ± impact of run of mine (ROM) costs as per operating results

Gold production decreased by 15% to 7 967kg (256 146oz) in FY19. The lack of available stoping panels resulted in a 6% decrease in ore milled to 1 612 000 tonnes (1 777 000 tons) and a 10% decrease in underground recovered grade to 4.94g/t (0.144oz/t). The average rand gold price received increased by 2% to R591 331kg (in dollar terms the gold price received decreased by 7% mainly due to the weakening of the average rand/ US$ exchange rate in FY19). Revenue decreased 13% year on year to R4 685 million (21% decrease to US$330 million). Cash operating costs increased by 5% to R4 008 million (decreased by 5% to US$283 million) mainly due to inflationary increases in wages and salaries and Eskom electricity tariff increases.

Capital expenditure increased by 12% to R1 130 million (increased by 3% to US$80 million). Capital expenditure increased mainly due to increased growth or major capital expenditure related to the Sub-75 decline project and the optimisation and ventilation projects to support the integration.

B Reef exploration at Tshepong Operations continued during FY19 and a new block of ground was identified at the Phakisa section where development towards the B Reef will begin in FY20.

Key focus areas in FY20 will be to improve safety performance, quality mining and focusing on development in order to sustainably create available face length.

Moab Khotsong

 FY19

 FY18*

Number of employees

- Permanent

 5 421

 5 804

- Contractors

 1 036

 1 014

Total

 6 457

 6 818

Operational

Volumes milled

 (000t) (metric)

 970

 327

 (000t) (imperial)

 1 069

 360

Gold produced

 (kg)

 7 928

 3 296

 (oz)

 254 891

 105 969

Gold sold

 (kg)

 7 794

 3 165

 (oz)

 250 583

 101 757

Grade

 (g/t)

 8.17

 10.08

 (oz/t)

 0.238

 0.294

Productivity

 (g/TEC)

 120.67

 135.17

Development results

Total metres

  10 472

 9 527

Reef metres

  1 202

 1 328

Capital metres

  1 432

 380

Financial

Revenue

 (Rm)

 4 470

 1 672

 (US$m)

 315

 130

Average gold price received

 (R/kg)

 573 522

 528 387

 (US$/oz)

 1 258

 1 279

Cash operating cost

 (Rm)

 3 167

 1 037

 (US$m)

 223

 81

Production profit

 (Rm)

 1 369

 720

 (US$m)

 96

 56

Capital expenditure

 (Rm)

 559

 173

 (US$m)

 39

 13

Operating free cash flow 1

 (Rm)

 745

 462

 (US$m)

 53

 36

Cash operating cost

 (R/kg)

 399 414

 314 526

 (US$/oz)

 876

 761

All-in sustaining cost

 (R/kg)

 477 581

 420 286

 (US$/oz)

 1 048

 1 017

Average exchange rate

 (R/US$)

 14.18

 12.85

Safety

Number of fatalities

 1

 1

Lost-time injury frequency rate per million hours worked

 9.75

 11.18

Environment

Electricity consumption

 (GWh)

 766

 114

Water consumption - primary activities

 (ML)

 6 898

 1 702

Greenhouse gas emissions

 (000t CO2e)

 700

 110

Intensity data per tonne treated

- energy

 0.79

 0.35

- water

 7.11

 5.20

- greenhouse gas emissions

 0.72

 0.35

Number of reportable environmental incidents

 0

 0

Community

Local economic development

 (Rm)

 19

 7

Training and development

 (Rm)

 48

 13

* Incorporated into Harmony’s portfolio from 1 March 2018. The figures reported for FY18 are for the four months from March 2018 to June 2018

1 Operating free cash flow = revenue - cash operating cost - capital expenditure ± impact of run of mine (ROM) costs as per operating results

Other salient features

Status of operation

 Steady state operation: development continues

Life of mine

 9 years

Nameplate hoisting capacity (per month)

 160 000 tonnes (176 000 tons)

Compliance and certification

 New order mining right

ISO 14001

Mineral reserve estimates as at 30 June 2019

 Proved reserves

 Probable reserves

 Total mineral reserves

Reserves

(metric)

 Tonnes

(Mt)

 Grade

(g/t)

 Gold

(000kg)

 Tonnes

(Mt)

 Grade

(g/t)

 Gold

(000kg)

 Tonnes

(Mt)

 Grade

(g/t)

 Gold

(000kg)

 4.0

 7.29

 29

 2.8

 9.70

 28

 6.9

 8.28

 57

Reserves (imperial)

 Tons

(Mt)

 Grade

(oz/t)

 Gold

(000oz)

 Tons

(Mt)

 Grade

(oz/t)

 Gold

(000oz)

 Tons

(Mt)

 Grade

(oz/t)

 Gold

(000oz)

 4.4

 0.213

 945

 3.1

 0.283

 887

 7.6

 0.242

 1 832

Overview of operations

Harmony acquired Moab Khotsong from AngloGold Ashanti Limited in March 2018. Moab Khotsong, which includes the mining and surface infrastructure of the adjacent Great Noligwa mine, is located near the towns of Orkney and Klerksdorp, about 180km south-west of Johannesburg. The mining lease area lies just south of the Vaal River, which forms a natural boundary between South Africa’s North West and Free State provinces.

Mining is based on a scattered mining method together with an integrated backfill support system that incorporates bracket pillars. The geology at Moab Khotsong is structurally complex with large fault-loss areas between the three mining areas (top mine (Great Noligwa), middle mine and lower mine (growth project and Zaaiplaats project in prefeasibility study phase). Vaal Reef is the primary reef exploited. The economic reef horizons are mined between 1 791m and 3 052m below surface. Ore mined is processed at the Great Noligwa gold plant. The plant uses the reverse gold leach method, with gold and uranium being recovered through gold cyanide and acid uranium leaching.

Operating performance FY19

The acquisition of Moab Khotsong in March of FY18 met Harmony’s strategic objective of increasing the quality of its asset portfolio and increasing margins. The inclusion of Moab Khotsong for the full financial year boosted both group production and free cash flow in FY19.

Moab Khotsong is the group’s second largest gold operation and largest contributor to operating free cash flow. In FY19, Moab Khotsong processed 970 000 tonnes (1 069 000 tons), producing 7 928kg (254 891oz) at a recovered g

February 6, 2020
Frank Abbott
Chief Financial Officer
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reed Road
Randfontein, South Africa, 1759
Re:Harmony Gold Mining Company Limited
Form 20-F for Fiscal Year Ended June 30, 2019
Filed October 24, 2019
File No. 001-31545
Dear Mr. Abbott:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended June 30, 2019
Item 4. Information on the Company
B. Business Overview, page 26
1.We note the disclosure of mineral reserves on page 29 of your filing.  Please revise to
disclose the metallurgical recovery factor for each of your mineral reserves.
D. Property, Plant and Equipment., page 44
2.Please revise to provide an overview for each of your significant properties pursuant to
Item 102 of Regulation S-K and the guidance in paragraph (b) of Industry Guide 7.  It
appears that this type of disclosure for your mining operations was provided in your Form
20-F for the fiscal year ended June 30, 2018, but is not included in your filing for the
fiscal year ended June 30, 2019.

 FirstName LastNameFrank Abbott
 Comapany NameHarmony Gold Mining Company Limited
 February 6, 2020 Page 2
 FirstName LastName
Frank Abbott
Harmony Gold Mining Company Limited
February 6, 2020
Page 2
Exhibit 15.1, page 63
3.We note the disclosure of mineral resources in your filing, including on pages 63 and 66
of your integrated annual report.  Only proven and probable reserves may be disclosed in
filings with the United States Securities and Exchange Commission pursuant to the
Instructions to paragraph (b)(5) of Industry Guide 7.  Please revise to remove
the disclosure of mineral resources.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Coleman at 202-551-3610 or Ethan Horowitz at 202-551-3311 if
you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561
February 1 7, 2017

Via E -mail
Frank Abbott
Chief Financial Officer
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa, 17 59

 Re:  Harmony Gold Mining Company Limited
Form 20 -F for the Fiscal Year Ended June 30, 201 6
Filed October 2 6, 201 6
File No. 001 -31545

Dear Mr. Abbott :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Appa rel and
Mining

CORRESP
1
filename1.htm

Blueprint

HARMONY GOLD MINING
COMPANY LIMITED

Randfontein Office Park

Cnr Main Reef Road and
Ward

Avenue, Randfontein, 1759

P O Box 2, Randfontein, 1760

Johannesburg, South
Africa

T
+27 11 411 2000

F
+27 11 692 3879

W
www.harmony.co.za

NYSE trading symbol HMY

JSE trading symbol
HAR

VIA EDGAR

United States
Securities and Exchange Commission

Division of
Corporation Finance

100 F Street,
NE

Washington,
DC  20549

United States of
America

Attn:

John Reynolds

Office Director

      Offices of Beverages, Apparel
and Mining

Re:

Harmony
Gold Mining Company Limited

     Form 20-F
for Fiscal Year Ended June 30, 2016

     Filed
October 26, 2016

     File No.
001-31545

Dear Mr.
Reynolds:

Harmony Gold
Mining Company Limited (the “Company”) hereby responds to the
comments of the staff (the “Staff”) of the United States
Securities and Exchange Commission contained in your letter dated
January 31, 2017 (the “Comment Letter”) regarding the
Company’s Annual Report on Form 20-F for the fiscal year
ended June 30, 2016. For the convenience of the Staff, we have set
forth below the comments contained in the Comment Letter followed
by the Company’s response to each comment.

Form 20-F for the Fiscal Year Ended June 30, 2016

Exhibit 99.33

General

Comment No. 1

We note your disclosure of mineral resources on pages 6, 111, 113,
and 114 of your integrated annual report. Only proven and probable
reserves may be disclosed in filings with the United States
Securities and Exchange Commission. Please remove these mineral
resources.

Directors:

PT Motsepe* (Chairman), JM
Motloba* (Deputy Chairman), PW Steenkamp (Chief Executive), F
Abbott (Financial Director), HE Mashego (Executive Director), JA
Chissano*#, FFT De Buck*, KV
Dicks*, Dr DSS Lushaba*, CE Markus*, M Msimang*, JL Wetton*, AJ
Wilkens*, KT Nondumo*, VP Pillay*

  *Non-Executive; #Mozambican

Secretary:

Riana Bisschoff

Registration
Number:

1950/038232/06

Company Response to Comment No. 1

The Company
respectfully acknowledges the Staff’s comment related to
mineral resources on pages 6, 111, 113 and 114 of its integrated
annual report and confirms that it will revise its disclosure in
future filings accordingly.

Comment No. 2

Please tell us if the financial metrics related to your Golpu
feasibility study on pages 115, 116, and 119 of your annual report
are before tax numbers or after tax numbers and clarify the
disclosure.

Company Response to Comment No. 2

The Company
respectfully acknowledges the Staff’s comment and clarifies
that the financial metrics related to the Company’s Golpu
feasibility study on pages 115, 116, and 119 of its integrated
annual report are presented on an after tax basis. The Company
respectfully confirms that it will revise its disclosure in future
filings accordingly.

Please feel free
to contact me by telephone at [011 27 11 411 2231] or by email
at frank.abbott@Harmony.co.za should you have any questions or
comments. You may also contact [John M. Basnage of Hogan Lovells US
LLP by telephone at 011 44 20 7296 2766 or by email at
john.basnage@hoganlovells.com] [Riana Bisschoff by telephone at 011
27 11 411 6020 or by email at
riana.bisschoff@harmony.co.za].

Sincerely,

/s/ Frank
Abbott

Frank
Abbott

Chief Financial
Officer

Financial
Director

Mail Stop 3561
January 31, 2017

Via E -mail
Frank Abbott
Chief Financial Officer
Harmony Gold Mining Company Limited
Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, South Africa, 17 59

 Re:  Harmony Gold Mining Company Limited
Form 20 -F for the Fiscal Year Ended June 30, 201 6
Filed October 2 6, 201 6
File No. 001 -31545

Dear Mr. Abbott :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you wi ll respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 20-F for the Fiscal Year End ed June 30, 2016
Exhibit 99.33
General

1. We note your disclosure of mineral resources on pages 6, 111, 113, and 114 of your
integrated annual report.  Only proven and probable reserves may be disclosed in filings with
the United States Securities and Exchan ge Commission.  Please remove these mineral
resources.

2. Please tell us if the financial metrics related to your Golpu feasibility study on pages 115,
116, and 119 of your annual report are before tax numbers or after tax numbers and clarify
the disclosure .

Frank Abbott
Harmony Gold Mining Company Limited
January 31 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact John Coleman at (202) 551 -3610 or me at (202) 551 -3790 with any
questions.
Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

March 31 , 2014

Via E -Mail
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 the Fiscal Year Ended June 30, 2013
Filed October 25, 2013
File No. 001-31545

Dear Mr. Briggs :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
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 rules require.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
filename1.htm

CORRESP

 HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park

P O Box 2, Randfontein, 1760

T +27 11 411 2000

NYSE trading symbol HMY

Cnr Main Reef Road and Ward

Johannesburg, South Africa

F +27 11 692 3879

JSE trading symbol HAR

Avenue, Randfontein, 1759

W www.harmony.co.za

 UNITED STATES SECURITIES

 AND
EXCHANGE COMMISSION

 DIVISION OF CORPORATION FINANCE

 100 F
STREET, NE

 WASHINGTON, D.C.

 20549

FOR ATTENTION:

TIA L. JENKINS

SENIOR ASSISTANT CHIEF ACCOUNTANT

CC:

JAMIE KESSEL

RAJ RAJAN

RE:

Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2013

Filed October 25, 2013

Comment Letter dated February 19, 2014

 March 19, 2014

 Dear Sirs,

 Reference is made to the Staff’s comment letter dated February 19, 2014 in respect of the Harmony Gold Mining Company Limited (the
“Company”) Form 20-F for the year ended June 30, 2013. 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, 2013

General

1.
You disclose that your fiscal year end is June 30. Please also include your current fiscal year end in the Company Data section of EDGAR.

Response: The Company will amend its Form 20-F for the fiscal year ended June 30, 2013 to also include the current fiscal year end in the Company
Data section of EDGAR.

Directors:

PT Motsepe* (Chairman), JM Motloba* (Deputy Chairman), GP Briggs (Chief Executive), F Abbott (Financial Director), HE Mashego (Executive Director), JA Chissano*#, FFT De Buck*,
KV Dicks*, Dr DSS Lushaba*, CE Markus*, M Msimang*, JL Wetton*, AJ Wilkens*, KT Nondumo*, VP Pillay*

*Non-Executive; #Mozambican

Secretary:

Riana Bisschoff

Registration Number:

1950/038232/06

 Reserves, page 26

2. Please forward to our engineer as supplemental information and not as part of your filing, your Wafi-Golpu project technical report that establishes the
legal, technical and economic feasibility of your materials designated as reserves, as required by paragraph (c) of Industry Guide 7. The information requested includes, but is not limited to:

•

Property and geologic maps

•

Description of your sampling and assaying procedures

•

Drill-hole maps showing drill intercepts

•

Representative geologic cross-sections and drill logs

•

Description and examples of your cut-off calculation procedures

•

Cutoff grades used for each category of your reserves and resources

•

Justifications for the drill hole spacing used to classify and segregate proven and probable reserves

•

A detailed description of your procedures for estimating reserves

•

Copies of any pertinent engineering or geological reports, and executive summaries of feasibility studies or mine plans which including the cash flow analyses

•

A detailed permitting and government approval schedule for the project, particularly identifying the primary environmental or construction approval(s) and your current location of that schedule.

 Please provide this information on a CD, formatted as Adobe PDF files. Please also provide the name and phone number of a technical
person whom our engineer may call if he has technical questions about your reserves. You may ask to have this information returned by making a written request at the time it is furnished, as provided in Rule 12b-4 of Regulation 12B. If you have any
questions concerning the above request, please contact John Coleman, Mining Engineer at (202) 551-3610.

 Response: The Company
acknowledges the Staff’s comment and has provided the information as requested. The Staff’s engineer is welcome to contact Greg Job at his office on (61) 7 3194 4738 or via e-mail at greg.job@morobejv.com.

Financial Statements

 Report of Independent Registered
Public Accounting Firm, page F-2

 3. We note the date of the audit report, October 25, 2012 precedes the date of the financial statements
referenced in the audit report, June 30, 2013. Please advise your independent accountant to revise its report to address this apparent inconsistency and amend your Form 20-F accordingly.

Response: The Company acknowledges the Staff’s comment and will amend its Form 20-F for the fiscal year ended June 30, 2013 to revise the
date of the audit report.

 Notes to the Consolidated Financial Statements

 2. Accounting policies, F-8

 2.3 Revenue Recognition, page F-12

4. We note your revenue recognition policy appears to be a summary of IAS 18 paragraph 14. To enhance investors’ understanding of your revenue
recognition requirements, please provide us with and confirm that in future filings you will revise to expand your accounting policy in a manner that is tailored to specific information relating to your revenue generating activities.

 Response: The Company acknowledges the Staff’s comment and proposes to amend the policy, with changes
from the current policy shown in underlined italics, as follows in its future filings:

 The group has determined that gold is its
primary product and other metals produced as part of the extraction process are considered to be by-products of gold. Revenue arising from gold sales is only recognised when the significant risks and rewards of ownership have been
transferred, neither continuing managerial involvement nor effective control over the gold sold has been retained, the amount of revenue and costs incurred can be measured reliably and it is probable that the economic benefits associated with the
sale will flow to the group. These conditions are satisfied when the gold has been delivered in terms of the contract and the sales price fixed, as evidenced by the certificate of sale issued by the refinery. The sales price for the majority
of the group’s gold is based on the gold spot price according to the afternoon London bullion market fixing price for gold on the date the sale is concluded.

Revenue further excludes value-added tax. Revenues from silver and other by-product sales are credited to production costs as a by-product credit.

Other

 5. We note you indicate on your website under
the results for the second quarter ended December 31, 2013 under the caption “Harmony continues to generate profits despite lower production” that Operating profit for the December 2013 quarter was 5% lower than in the previous
quarter at R986 million (US$97 million). However, it does not appear you generated a profit under IFRS for either the three or six month period ended December 31, 2013. It appears your reference to positive “operating profit” is based
on the term “production profit” per the segment report provided in the segment footnote. Considering your operating loss as presented in your financial statements for three or six month period ended December 31, 2013, it appears to us
appropriately labelling this measure (e.g. “production profit”) with definition of the term and revision of the caption and the contents would add clarity and enhance investors’ understanding of your business. Please advise.

Response: The Company acknowledges the Staff’s comment and will in future communications to investors ensure that the measure is labelled as
“production profit”, together with a definition of the term.

 The Company acknowledges that it is responsible for the adequacy and accuracy of
the disclosure in the filings it makes with the Commission. It understands that 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 that 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.

Yours faithfully

 /s/ Frank Abbott

F Abbott

 Financial Director

CORRESP
1
filename1.htm

CORRESP

 Hogan Lovells International LLP

Atlantic House

 Holborn Viaduct

London EC1A 2FG

 T +44 20 7296 2000

F +44 20 7296 2001

 www.hoganlovells.com

February 26, 2014

 Tia L. Jenkins

 Senior
Assistant Chief Accountant

 Office of Beverages, Apparel and Mining

U.S. Securities and Exchange Commission

 100 F. Street N.E.

Washington, DC 20549-7010

 Jaime Huertas

 Direct: 020
7296 2351

 jaime.huertas@hoganlovells.com

 Our ref

 Matter ref

 JAH/2719503

 H5944/00001

 Dear Ms Jenkins,

HARMONY GOLD MINING COMPANY LIMITED

FORM 20-F FOR THE YEAR ENDED JUNE 30, 2013

FILED OCTOBER 25, 2013

FILE NO. 001-31545

 We are
in receipt of your letter of February 19, 2014 to our client, Harmony Gold Mining Company Limited (the “Company”), asking that the Company respond to your inquiry within ten business days or inform you of when the Company will
provide you a response. Because the Company will require further time to gather the requested materials and formulate the requested response in coordination with its independent auditors, the Company will be able to provide a response on or before
March 19, 2014.

 Thank you for your co-operation.

 Yours
sincerely,

 /s/

 Jaime Huertas

cc:

Graham Briggs

Frank Abbott

Michelle Kriel

Riana Bisschoff

 Hogan Lovells International LLP is a limited liability partnership registered in England and
Wales with registered number OC323639 and is authorised and regulated by the Solicitors Regulation Authority of England and Wales. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG.

“Hogan Lovells” is an international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US LLP, with offices in:
Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan
Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated Offices: Budapest Jakarta Jeddah Riyadh
Zagreb.

 The word “partner” is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their
affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more
information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

February 19 , 2014

Via E -Mail
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  the Fiscal Year Ended June 30, 2013
Filed October 25, 2013
File No. 001-31545

Dear Mr. Briggs :

We have reviewed your filing an d 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 advising us when you will provide the req uested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide i n
response to these  comments, we may have  additional comments.

Form 20 -F for the Fiscal  Year Ended June 30, 2013

General

1. You disclose that your fiscal year end is June 30.  Please also include your current
fiscal year end in  the Company Data se ction of EDGAR.

Graham Briggs
Harmony Gold Mining Company Limited
February 19 , 2014
Page 2

Reserves , page 26

2. Please forward to our engineer as supplemental information and not as part of your filing,
your Wafi -Golpu project technical report  that establishes the legal, technical, and
economic feasibility of your materials desig nated as reserves, as required by paragraph
(c) of Industry Guide 7 .  The information requested includes, but is not limited to:

 Property and geologic maps
 Description of your sampling and assaying procedures

 Drill -hole maps showing drill intercepts

 Representative geologic cross -sections and drill logs

 Description and examples of your cut -off calculation procedures

 Cutoff grades used for each category of your reserves and resources

 Justifications for the drill hole spacing used to classify and segr egate proven and
probable reserves

 A detailed description of your procedures for estimating reserves

 Copies of any pertinent engineering or geological reports, and executive summaries
of  feasibility studies or mine plans which including the cash flow an alyses

 A detailed permitting and government approval schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

Please provide this information on a CD, formatted a s Adobe PDF files.  Please also
provide the name and phone number for a technical person whom our engineer may call
if he has technical questions about your reserves.  You may ask to have this information
returned by making a written request at the time it  is furnished, as provided in Rule 12b -4
of Regulation 12B.  If you have questions concerning the above request, please contact
John Coleman, Mining Engineer at (202) 551 -3610.

Graham Briggs
Harmony Gold Mining Company Limited
February 19 , 2014
Page 3

 Financial Statements

Report of Independent Registered Public Accounting Firm , page F -2

3. We note the date of the audit report, October 25, 2012, precedes the date of the financial
statements referenced in the audit report, June 30, 2013.   Please advise your independent
accountant to revise its report to address this  apparent inconsistency  and amend your
Form 20 -F accordingly.

Notes to the Consolidated Financial Statements
2. Accounting Policies , page F -8
2.3 Revenue Recognition, page F -12

4. We note your revenue recognition policy appears to be a summary of IAS 18
paragraph 14.  To enhance investors ’ understand ing of your revenue recognition
requirements, please provide us with and confirm that  in future filings you will
revise to expand your accounting policy  in a manner that is  tailored to  specific
information  relating  to your revenue generating activities .

Other

5. We note you indicate on your website under the results for the second quarter ended
December 31, 2013 under the caption “Harmony continues to generate profits despite
lower production” that  Operating profit for the December 2013 quarter was 5% lower
than in the previous quarter at R986 million (US$97 million).  However, it does not
appear you generated a profit under IFRS for either the three or six month period ended
December 31, 2013.  It appears your reference to positive “operating profit” is based on
the term “production profit” per the segment report provided in the segment footnote.
Considering your operating loss as presented in your financial statements for three or six
month period ended December 31, 2013, it appears to us appropriately labeling this
measure (e.g., “production profit”) with definition  of the  term and revisi on of the caption
and the contents would add clarity and enhance investor s’ understanding of your
business. Please advise.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Graham Briggs
Harmony Gold Mining Company Limited
February 19 , 2014
Page 4

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible  for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Jamie Kessel  at 202-551-3727 or Raj Rajan  at 202-551-3388 if you
have any questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

August 12 , 2013

Via E-mail
Frank Abbott
Chief Financial 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, 2012
Filed October 29, 2012
File No. 001 -31545

Dear Mr. Abbott :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
filename1.htm

CORRESP

 HARMONY GOLD MINING COMPANY LIMITED

Randfontein Office Park

P O Box 2, Randfontein, 1760

T +27 11 411 2000

NYSE trading symbol HMY

Cnr Main Reef Road and Ward

Johannesburg, South Africa

F +27 11 692 3879

JSE trading symbol HAR

Avenue, Randfontein, 1759

W www.harmony.co.za

 UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 DIVISION OF CORPORATION FINANCE

100 F STREET, NE

 WASHINGTON, D.C.

20549

FOR ATTENTION:

TIA L. JENKINS

SENIOR ASSISTANT CHIEF ACCOUNTANT

CC:

SUYING LI

BRIAN BHANDARI

RE:

 Harmony Gold Mining Company Limited

 Form 20-F for Fiscal Year Ended June 30, 2012

 Filed October 29,
2012

 Comment Letter dated July 3, 2013

 July 31, 2013

 Dear Sirs,

 Reference is made to the Staff’s comment letter dated July 3, 2013 in
respect of the Harmony Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2012 and the Company’s response letter dated May 17, 2013. 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, 2012

 Item 5. Operating and Financial Review and Prospects

 Critical Accounting Policies and Estimates, page 83

1.
Please revise your future filings to provide a critical accounting policy that addresses your method of depreciating mining-related assets. Please address the
following items:

•

 Define your accounting policy, define each of proven and probable reserves, measured and indicated resources and inferred resources.

Directors:

 PT Motsepe* (Chairman), JM Motloba* (Deputy Chairman), GP Briggs (Chief Executive), F Abbott (Financial Director), HE Mashego
(Executive Director), JA Chissano*#, FFT De Buck*, KV Dicks*, Dr DSS Lushaba*, CE Markus*, M Msimang*, JL Wetton*, AJ Wilkens*, KT Nondumo*, VP Pillay*

*Non-Executive; #Mozambican

Secretary:

Riana Bisschoff

Registration Number:

1950/038232/06

•

 Describe the circumstance under which each type of “resource” is included in the calculation of depreciation, describe
management’s assumptions concerning these resources (i.e., circumstances under which the resources may be economically mined, additional timing and work to convert the resources to reserves, gold pricing concerns, etc.), and describe
management’s track record regarding the conversion of resources to reserves.

•

 Disclose the nature and amount of resources that are included in the depreciation calculation for each year for which an income statement is
presented.

•

 Describe how you risk-weighted the resources included in the depreciation calculation; if you do not risk-weight those quantities, explain
why.

•

 Disclose whether additional development costs are also included in the calculation of depreciation and how those costs are determined. If so,
disclose the amount of additional development costs that were included in the depreciation calculation for each year for which and income statement is presented.

•

 Provide all the requested disclosures on an overall basis and on a mine-by-mine basis as necessary. Discuss the uncertainties surrounding
management’s estimates and also how changes in the estimates would affect the depreciation expense.

Please provide us with a draft of proposed disclosures to be included in your future filings.

Response: The Company has addressed the separate points below.

•

 The Company will include a section on the accounting policy for depreciation of mining-related assets (proposed disclosure included below). The
definition of the various categories of resources will be added to the glossary, which already includes the definition of proved and probable reserves. The proposed definitions are as follows:

a)
Measured mineral resource - Part of a mineral resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a
high level of confidence. It is based on detailed and reliable exploration, sampling and testing information using appropriate techniques from outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm
geological and grade continuity.

b)
Indicated mineral resource - Part of a mineral resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a
reasonable level of confidence. It is based on exploration, sampling and testing information using appropriate techniques from outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm
geological and/or grade continuity but close enough for continuity to be assumed.

c)
Inferred mineral resource - Part of a mineral resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from
geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from outcrops, trenches, pits, workings and drill holes that may be limited or of uncertain
quality and reliability.

 The Company has also included a flow chart of the categories of resources and the
manner in which these categories relate to the reserve sub-sets to better illustrate the relationships.

•

 The Company will address the circumstances and assumptions regarding each category of resource included in the depreciation calculation in the
accounting policy.

•

 The nature and amounts of the resources will be discussed in the accounting policy.

•
Management has considered the Staff’s comment on risk-weighting of resources and has included a discussion as to how resources are included in the depreciation
calculation in the accounting policy. The discussion focuses on the fact that management uses the resources that have been included in the life-of-mine plan and therefore no reference has been made to risk-weighting. This is due to the fact that
management does not rely on estimates of the projected rates of classifying resources as reserves. The mineral deposits that are included in the life of mine plan include only those measured and indicated resources that can be economically extracted
(that is, proved and probable reserves) as well as certain of the inferred resources that management has sufficient confidence in, and which can also be economically extracted.

•
Future capital expenditure needed to access the inferred resources, for example costs necessary to complete a decline or level, has been included in the depreciation
calculation. This expenditure has been extracted from the life of mine plan. The inclusion and determination of the additional development costs will be included in the discussion.

•
The Company has drafted the proposed disclosure for inclusion in future filings and provided here below.

Depreciation of mining assets

 Depreciation of mining assets is computed principally by the units of production method over the life-of-mine based on estimated quantities of economically recoverable proved and probable reserves, which
can be recovered in future from known mineral deposits.

 The preparation of consolidated financial statements in compliance
with International Financial Reporting Standards as issued by the International Accounting Standards Board requires management to assess the useful life of each of its operations separately based on the characteristics of each deposit and select the
reserve/resource base that best reflects the useful life of the operation. In most instances, management considers the use of proved and probable reserves for the calculation of depreciation and amortisation expense to be the best estimate of the
life of the respective mining operation. Therefore, for most of the Company’s operations, we use proved and probable reserves only, excluding all inferred resources as well as any indicated and measured resources that have not yet been deemed
economically recoverable.

 However, in some instances, proved and probable reserves alone may not provide a realistic
indication of the useful life of mine and related assets. In these instances, management may be confident that certain inferred resources will eventually be classified as measured and indicated resources, and if economically recoverable, they will
be included in proved and probable reserves. Management are approaching economic decisions affecting the mine on this basis, but has not yet done the necessary development and geological drill work to improve the confidence to the required levels to
designate them formally as reserves. In these cases, management, in addition to proved and probable reserves, may also include certain, but not all, of the inferred resources associated with these properties as the best estimate of the pattern in
which the asset’s future economic benefits are expected to be consumed by the entity.

 Management only includes the proved and probable reserves and the inferred resources that have been
included in the life-of-mine plan. To be included in the life-of-mine plan, resources need to be above the cut-off grade set by management, which means that the resource can be economically mined and is therefore commercially viable. This consistent
systematic method for inclusion in the life-of-mine plan takes management’s view of the gold price, exchange rates as well as cost inflation into account. The Board of Directors and management approach economic decisions affecting these
operations based on the life-of-mine plans that include such resources. In declaring the resource, management would have had to obtain a specified level of confidence of the existence of the resource through drilling as required by SAMREC or JORC.
For further discussion on mineral reserves, see—“Gold mineral reserves” in this section.

 During the
periods presented, the Company added the inferred resources that were included in the life-of-mine plans at Doornkop and Masimong to the proved and probable reserves in order to calculate the depreciation expense. The depreciation calculation for
all other operations was done using only the proved and probable reserves. At these two operations, there has been a steady conversion of the inferred resources included in the life-of-mine plan into measured and indicated resources that are then
classified as reserves if economically viable. In addition, there have been no instances during the periods presented where subsequent drilling or underground development indicated instances of inappropriate inclusion of inferred resources in such
life-of-mine plans. As such, management is confident that the inclusion of the inferred resources included in the life-of-mine plan in calculating the depreciation charge is a better reflection of the pattern of consumption of the future economic
benefits of these assets than would be achieved by excluding them.

 Management’s confidence in the economical recovery of
these inferred resources is based on historical experience and available geological information. The surface drilling spread (surface boreholes) and underground advance drilling at Doornkop South Reef and Masimong have indicated that the portion of
the inferred resources included in the life-of-mine plan exist and can be economically mined with a high level of confidence in the orebodies. The surface boreholes have been used to determine the existence of the orebodies as well as the location
of major geological structures and the mineralogy of the orebodies. However, since further drilling and underground development necessary to classify the inferred resources as measured and/or indicated resources and then as reserves, if economically
recoverable, has not been done yet, they remain in the inferred resource category. Geological drilling can only be done as and when the underground infrastructure is advanced.

 Additional confidence in existence and commercial viability is obtained from the fact that the orebodies
surrounding these two operations have already been mined over many years in the past. We mine continuations of the same reefs that these mined-out operations exploited. At Masimong and Doornkop South Reef, the geological setting of the orebodies are
such that there is an even distribution of the mineralized content, and reliance can be placed on the comparable results of the surrounding mines. As these results are already known, simulations and extrapolations of the expected formations can be
done with a reasonable degree of accuracy. Although this information will not allow the classification of inferred resources to measured and indicated resources and then as a reserve if economically viable, it does provide management with valuable
information and increases the level of confidence in existence and grade expectation.

 Future capital expenditure necessary to access these
inferred resources, such as costs to complete a decline or a level, has also been included in the cash flow projections for the life-of-mine plan and have been taken into account when determining the pattern of depreciation charge for these
operations.

 Due to the fact that the economic assumptions used to estimate the proved and probable reserves and resources change from year to
year, and because additional geological data is generated during the course of operations, estimates of the resources and proved and probable reserves may change from year to year. Changes in the proved and probable reserves and the inferred
resource base used in the Life of Mine plan may affect the calculation of depreciation and amortization. The change is recognised prospectively.

 The relevant statistics for the two operations have been included below.

 Doornkop South
Reef

Applicable to the financial year ended June 30,

2013 1

2012

2011

A

Years (life-of-mine plan)

X

14

16

B

Reserves (Tons million)

X

3.5

2.3

C

Resources (Tons million)

X

25.5

25.2

D

 •     Total inferred resources (Tons million)

X

21.2

22.0

E

 •     Inferred resources included in life-of-mine plan (Tons million)

X

14.5

15.1

F

Future development costs

 •     Rand million

X

227.0

205.0

 •     US$ million

X

33.5

26.9

G

Depreciation expense for the financial year ended June 30,

 •     As reported (US$ million)

X

13.4

4.9

 •     Excluding inferred resources (US$ million)

X

35.7

12.2

 Masimong

Applicable to the financial year ended June 30,

2013 1

2012

2011

A

Years (life-of-mine plan)

X

12

13

B

Reserves (Tons million)

X

7.3

8.1

C

Resources (Tons million)

X

99.2

106.7

D

 •     Total inferred resources (Tons million)

X

81.8

87.9

E

 •     Inferred resources included in life-of-mine plan (Tons million)

X

5.1

4.9

F

Future development costs

 •     Rand million

X

85.0

21.1

 •     US$ million

X

12.5

2.8

G

Depreciation expense

 •     As reported (US$ million)

X

12.5

8.9

 •     Excluding inferred resources (US$ million)

X

13.9

10.0

1
 The amounts for
fiscal 2013 have not been included in the proposed disclosure as the results for the Group for the year ended June 30, 2013 have not been released at the time of writing this response.

Financial Statements

 Notes
to the Consolidated Financial Statements

 2. Accounting policies

 2.5 (vi) Depreciation and amortization of mining assets, page F-12

2.
Please expand this note in your future filings to address the following items:

•

 Describe the specific nature of the resources that are included in the depreciation calculation.

•

 Describe the nature of the historical experience and available geological information that permit management to conclude with a high degree
of confidence that the resources are economically recoverable.

•

 Discuss the nature and amount of development costs that are include in the depreciation calculation. Describe how these costs are determined.

•

 Disclose the amount of depreciation and amortization expense of mining assets for each pe

CORRESP
1
filename1.htm

CORRESP

Hogan Lovells International LLP
 Atlantic House

Holborn Viaduct

 London EC1A 2FG

T +44 20 7296 2000

 F +44 20 7296
2001

 www.hoganlovells.com

July 10, 2013

 Tia L. Jenkins

 Senior
Assistant Chief Accountant

 Office of Beverages, Apparel and Mining

 U.S. Securities and Exchange Commission

 100 F. Street N.E.

Washington, DC 20549-7010

Victoria Rodley
 Direct: 020 7296 5395

victoria.rodley@hoganlovells.com

Our ref             2492880.1

 Matter ref         H5944/00001

 Dear Ms Jenkins,

 HARMONY GOLD MINING COMPANY LIMITED

 FORM 20-F FOR THE YEAR ENDED JUNE 30, 2012

 FILED OCTOBER 29, 2012

 FILE
NO. 001-31545

 We are in receipt of your letter of July 3, 2013 to our client, Harmony Gold Mining Company
Limited (the “Company”), asking that the Company responds to your inquiry within ten business days or inform you of when the Company will provide you a response. Because the Company is in the midst of preparing its year-end results,
the Company will be able to provide a response on or before August 28, 2013.

 Thank you for your co-operation.

Yours sincerely,

 /s/

Victoria Rodley

cc:
Frank Abbott

 Michelle Kriel

 Riana Bisschoff

Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639 and is authorised and
regulated by the Solicitors Regulation Authority of England and Wales. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG.

 “Hogan Lovells” is an international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US LLP, with offices in: Abu Dhabi Alicante Amsterdam Baltimore
Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York
Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated Offices: Budapest Jakarta Jeddah Riyadh Zagreb.

The word “partner” is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their
affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more
information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

July 3, 2013

Via E-mail
Frank Abbott
Chief Financial 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, 2012
Filed October 29, 2012
File No. 001 -31545

Dear Mr. Abbott :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 20 -F for Fiscal Year Ended June 30, 2012

Item 5. Operating and Financial Review and Prospects
Critical Accounting Policies and Estimates, page 83

1. Please revise your future filings to provide a critical accounting policy  that addresses
your method of depreciating mining -related assets.   Please address the following items:

 Define your accounting policy, define each of proven and probable reserves,
measured and indicated resources and in ferred resources.
 Describe the circumstances under which each type of “resource” is included in the
calculation of depreciation, describe management’s assumptions concerning these
resources (i.e., circumstances under which the resources may be economically  mined,
additional timing and work to convert the resources to reserves, gold pricing

Frank Abbott
Harmony Gold Mining Company Limited
July 3, 2013
Page 2

 concerns, etc.), and describe management’s track record regarding the conversion of
resources to reserves.
 Disclose the nature and amount of resources that are included in the depreciation
calculation for each year for which an income statement is presented.
 Describe how you risk -weighted the resources included in the depreciation
calculation; if you do not r isk-weight those quantities, explain why.
 Disclose whether additional development costs are also included in the calculation of
depreciation and how those costs are determined.   If so, disclose  the amount of
additional development costs that were included  in the depreciation calculation for
each year for which an income statement is presented.
 Provide all of the requested disclosures on an overall basis and on a mine -by-mine
basis as necessary.   Discuss the uncertainties surrounding management’s estimate s
and also how changes in the estimates would affect depreciation expense.
Please provide us with a draft of proposed disclosures to be included in your future
filings.

Financial Statements
Notes to the Consolidated Financial Statements
2 Accounting policies
2.5 (vi) Depreciation and amortization of mining assets, page F -12

2. Please expand this note in your future filings to address the following items:

 Describe the specific nature of the resources that are included in the depreciation
calculation.
 Describe the nature of the historical experience and available geological information
that permit management to conclude with a high degree of confidence that the
resources are economically recoverable.
 Discuss the nature and amount of development costs  that are included in the
depreciation calculation.   Describe how these costs are determined.
 Disclose the amount of depreciation and amortization expense of mining assets for
each period presented with and without the inclusion of resources in the denomi nator
and future development costs in the numer ator.
Please provide us with a draft of proposed disclosures to be included in your future
filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

Frank Abbott
Harmony Gold Mining Company Limited
July 3, 2013
Page 3

 You may contact Suying Li  at (202) 551 -3335 or Brian Bhandari, Branch Chief,  at (202)
551-3390  if you have questions regarding comments on the financial statements and related
matters .

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
filename1.htm

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 and NASDAQ

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

FOR ATTENTION:

TIA L. JENKINS

SENIOR ASSISTANT CHIEF ACCOUNTANT

CC:

SUYING LI

BRIAN BHANDARI

RE:

Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2012

Filed October 29, 2012

Comment Letter dated April 23, 2013

 May 17, 2013

 Dear Sirs,

 Reference is made to the Staff’s comment letter dated April 23, 2013
in respect of the Harmony Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2012 and the Company’s response letter dated April 5, 2013. 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, 2012

 Financial Statements

 Notes to the Consolidated Financial Statements

 2 Accounting policies

 2.5 (vi) Depreciation and amortization of mining assets, page F-12

1.
We reviewed your response to prior comments 3 and 5. Please provide the following information related to your Doornkop South Reef and Masimong mines.

•

 Please supplement for us your reconciliation of proven and probable reserves for the three years ended June 30, 2012 with a rollforward
for each year showing reserves consumed and those converted from resources.

Directors:

PT Motsepe* (Chairman), MJ Motloba* (Deputy Chairman), GP Briggs (Chief Executive), F Abbott (Financial Director), HE Mashego (Executive Director), JA Chissano*#, FFT De Buck*, KV Dicks*, Dr DS Lushaba*, CE Markus*, M Msimang*, J
Wetton*, AJ Wilkens*, K Nondumo*, V Pillay*

*Non-Executive; #Mozambican

Secretary:

Riana Bisschoff

Registration Number:

1950/038232/06

•

 Please provide PDF copies of the maps for your Doornkop South Reef mine as of June 30, 2011 and June 30, 2010 along with the
reserve/resource information and the mine plan panels or stop outline similar to your Maps 1(a) and 1(b) as provided previously.

•

 Please provide PDF copies of the maps for your Masimong mine with the superimposed life of mine panels or stop outline and the
reserve/resource information as the end of each of the last three fiscal years in the period ended June 30, 2012 as included in the Map 2(a), but of the same general area and scale.

Response: The Company acknowledges the Staff’s comment on the reconciliation of the proven and probable reserves and has included the
information below. The PDF copies of the maps requested have been included at the end of this response letter.

 Reconciliation of proven
and probable reserves for the three fiscal years ended June 30, 2012

 Figures are in tonnes (‘000)

Doornkop South Reef

Masimong

 Opening balance of proven and probable reserves – June 30, 2009

1 292

5 862

 Consumed

(205
)

(567
)

 Converted from resources

1 049

2 019

 Closing balance of proven and probable reserves – June 30, 2010

2 136

7 314

 Consumed

(82
)

(625
)

 Converted from resources

1 169

(119
)

 Closing balance of proven and probable reserves – June 30, 2011

3 223

6 570

 Consumed

(435
)

(544
)

 Converted from resources

2 123

832

 Closing balance of proven and probable reserves – June 30, 2012

4 911

6 858

2.
We reviewed your response to our prior comment 3, noting your depreciable base includes both capitalized costs as well as future development costs necessary to
access reserves and inferred resources at the Doornkop South Reef and Masimong mines. Considering access of such reserves and resources occur over time, tell us how your depreciation calculation allocates the depreciable base between the portion
currently in use versus the portion not in use. For guidance, refer to paragraphs 43 through 45 of IAS 16.

 Response:
The Company acknowledges the Staff’s comment on our depreciation calculation and the allocation of future development costs to the depreciable base. In determining the depreciation to be expensed on the Doornkop and Masimong mines, the mine is
separated into its significant parts or components and each of these parts or components, excluding the main shaft infrastructure, are depreciated over the relevant portion of the reserve base using the unit of production method.

The main shaft infrastructure component is depreciated over the total reserve/resource base included in the life-of-mine plan using the unit of
production method. The depreciable base is increased by adding the expected future development costs. The depreciation calculation allocates the larger depreciable base proportionately over the life-of-mine and therefore results in a depreciation
charge that reflects the pattern of consumption over the life-of-mine.

 2

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the
filings it makes with the Commission. It understands that 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 that 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.

Yours faithfully

 /s/ F Abbott

F Abbott

Financial Director

 3

CORRESP
1
filename1.htm

Correspondence Letter

Hogan Lovells International LLP
 Atlantic House

Holborn Viaduct

 London EC1A 2FG

T +44 20 7296 2000

 F +44 20 7296
2001

 www.hoganlovells.com

April 25, 2013

Victoria Rodley
 Direct: 020 7296 5395

victoria.rodley@hoganlovells.com

 Tia L. Jenkins

 Senior
Assistant Chief Accountant

 Office of Beverages, Apparel and Mining

 U.S. Securities and Exchange Commission

 100 F. Street N.E.

Washington, DC 20549-7010

 Our ref

 Matter ref

 2492880.1

H5944/00001

 Dear Ms Jenkins,

 HARMONY GOLD MINING COMPANY LIMITED

 FORM 20-F FOR THE YEAR ENDED JUNE 30, 2012

 FILED OCTOBER 29, 2012

 RESPONSE
DATED APRIL 5, 2013

 FILE NO. 001-31545

We are in receipt of your letter of April 23, 2013 to our client, Harmony Gold Mining Company Limited (the “Company”), asking that
the Company respond to your inquiry within ten business days or inform you of when the Company will provide you a response. Because the Company is in the midst of its quarterly report preparation, and it will take a considerable amount of time to
generate the requested maps, the Company will be able to provide a response on or before May 17, 2013.

 Thank you for your co-operation.

 Kind regards,

 /s/ Victoria Rodley

 Victoria Rodley

cc:
Frank Abbott

 Michelle Kriel

 Riana Bisschoff

Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639 and is authorised and
regulated by the Solicitors Regulation Authority of England and Wales. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG.

 “Hogan Lovells” is an international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US LLP, with offices in: Abu Dhabi Alicante Amsterdam Baltimore
Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York
Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated Offices: Budapest Jakarta Jeddah Riyadh Zagreb.

The word “partner” is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their
affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more
information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

April 23, 2013

Via E-mail
Frank Abbott
Chief Financial 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, 2012
Filed October 29, 2012
Response dated April 5, 2013
File No. 001 -31545

Dear Mr. Abbott :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 2 0-F for Fiscal Year Ended June 30, 2012
Financial Statements
Notes to the Consolidated Financial Statements
2 Accounting policies
2.5 (vi) Depre ciation and amortization of mining assets, page F -12

1. We reviewed your response to prior comments 3 and 5.   Please provide the following
information related to your Doornkop South Reef and Masimong mines.

 Please supplement for us your reconciliation of pr oven and probable reserves for the
three years ended June 30, 2012 with a rollforward for each year  showing reserves
consumed and those converted from resources.

Frank Abbott
Harmony Gold Mining Company Limited
April 23, 2013
Page 2

  Please provide PDF copies of the maps for your Doornkop South Reef mine as of
June 30, 2011 an d June 30, 2010 along with the reserve/resource information and the
mine plan panels or stope outline similar to your  Maps 1(a) and 1 (b) as provided
previously.

 Please provide PDF copies of the maps for your Masimong mine with the
superimposed life of m ine plan panels or stope outline and the reserve/resource
information at the end of each of the last three fiscal years in the period ended June
30, 2012 as included in the Map 2(a), but of the same general area and scale.

2. We reviewed your response to our  prior comment 3, noting your depreciable base
includes both capitalized costs as well as future development costs necessary to access
reserves and inferred resources at the Doornkop South Reef and Masimong mines.
Considering access of such reserves and r esources occurs over time, tell us how your
depreciation calculation allocates the depreciable base between the portion currently in
use versus the portion not in use.   For guidance, refer to paragraphs 43 through 45 of IAS
16.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

You may contact Suying Li  at (202) 551 -3335 or Brian Bhandari, Branch Chief,  at (202)
551-3390  if you hav e questions regarding comments on the financial statements and related
matters.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
filename1.htm

CORRESP

 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 and NASDAQ

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

FOR ATTENTION:

TIA L. JENKINS

SENIOR ASSISTANT CHIEF ACCOUNTANT

CC:

SUYING LI

BRIAN BHANDARI

RE:

Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2012

Filed October 29, 2012

Comment Letter dated February 27, 2013

 April 5, 2013

 Dear Sirs,

 Reference is made to the Staff’s comment letter dated February 27,
2013 in respect of the Harmony Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2012. 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, 2012

Item 4. Information on the Company, page 19

 Harmony’s Mining Operations, page 31

1.
We note several mines (e.g. Bambanani, Target operation, etc.) produced ounces of gold prior to the mine being in the production stage. We also note that revenue
received from such pre-production was credited to capital expenditures each period. Please confirm in future filings you will revise your disclosure to quantify the dollar impact of such proceeds to your capital expenditures. Please provide us with
draft disclosure of your planned changes.

Directors:

PT Motsepe* (Chairman), MJ Motloba* (Deputy Chairman), GP Briggs (Chief Executive), F Abbott (Financial Director), HE Mashego (Executive Director), JA Chissano*#, FFT De Buck*, KV Dicks*, Dr DS Lushaba*, CE Markus*, M Msimang*, J
Wetton*, AJ Wilkens*

*Non-Executive; #Mozambican

Secretary:

Riana Bisschoff

Registration Number:

 1950/038232/06

 Response: The Company acknowledges the Staff’s comment regarding crediting pre-production
revenue to capital expenditure and will revise the disclosure in future filings to quantify the dollar impact of these transactions on our capital expenditure where relevant. The Company proposes to disclose the impact as follows:

During fiscal 2012, 1,157 (2011: 2,894) ounces were produced by Steyn 2 prior to it being considered to be in production. The revenue amounting to
US$1.9 million (2011: US$3.9 million) has been credited against capital expenditure as the shaft was not considered to be in commercial production yet. The cost of these ounces has not been included in the cash cost per ounce amount. The calculation
of grade also excludes these ounces.

 Item 5. Operating and Financial Review and Prospects, page 82

Results of Operations, page 90

b) Depreciation and amortization, page 92

2.
We note that your depreciation and amortization expenses increased $17 million in fiscal year 2012 when your proven and probable reserves increased from
41.6 million ounces in 2011 to 52.9 million ounces in 2012 and your gold production decreased from 1.195 million ounces in 2011 to 1.165 million ounces in 2012. Please provide us with, and confirm to us that you will include in
future filings, a detailed explanation for the increase in your depreciation and amortization expenses between the periods.

Response: The Company acknowledges the Staff’s comment on the increase in expenditure for depreciation and amortization. The Company confirms
that it will include a detailed explanation for the increase in depreciation and amortization expense in future filings.

 The depreciation
expense is calculated per operating mine and is based on each operating mine’s reserves, production and carrying value. Therefore the depreciation rate and expense is different for each operating mine. As the newly developed mines build up in
production, their production replaces the production from older mines. The carrying values of these newly developed mines are substantially higher than those of the older mines, resulting in a higher depreciation expense.

The proven and probable reserves that were used in the calculation of depreciation and amortization expense for fiscal year 2012 were based on the
reserve declaration as at June 30, 2011, being 41.6 million ounces. The Company updates its estimates of proven and probable reserves at the end of each financial year. As set out in note 3.11 to our consolidated financial statements, such
changes in reserves have a prospective effect on the depreciation and are applied from the beginning of the new financial year.

 During fiscal
2012, depreciation increased by 9% as a result of the build-up at the newly developed mines:

a)
Increase of US$3.9 million due to Steyn 2 coming into commercial production which was previously under construction. At Target 3, depreciation increased by US$1.9
million due to the fact that it was in production for the full fiscal 2012 and only in production for the last three months of fiscal 2011.

b)
Increases of tons mined at Doornkop, Phakisa and Target 1 as part of their production build-up resulted in increases of US$10.8 million, US$3.5 million and US$2.9
million.

 These increases were partially offset by decreases at certain operations resulting from lower production year on year.

 2

 Item 18. Consolidated Financial Statements

Notes to the Consolidated Financial Statements, page F-8

 2 Accounting policies, page F-8 /

 2.5 (vi) Depreciation and amortization
of mining assets, page F-12

3.
Your accounting policy indicates that, in some instances, you include mineral resources other than the proven and probable reserves in the unit-of-production
calculation for determining the depreciation and amortization of your mining assets, when management has high level of confidence that such further resources will be converted into reserves. To enhance our understanding of your accounting policy,
please:

•

 Tell us the percentage and amount of measured, indicated and inferred resources that you include in the portion of mineralization expected to
be classified as reserves, and tell us whether there have been any changes to your policy; and

•

 Provide us with your history of converting resources into proven and probable reserves.

•

 Tell us the number of years of historical data that you have used to estimate your projected rates of converting resources to proven and
probable reserves.

•

 Explain to us whether or not and why historical trends are indicative of future conversion rates.

•

 If you have a consistent track record of converting resources to proven and probable reserves, please explain the reasons for your success,
given that the information you have about resources is significantly less than the information and supporting technical data that you have about proven and probable reserves.

•

 Tell us the extent to which resources are currently accessible and the extent to which additional capital improvements are required to
convert and gain access to resources.

 Response: The Company acknowledges the Staff’s comment on the
depreciation and amortization and has addressed the matter below:

 The preparation of consolidated financial statements in compliance with
International Financial Reporting Standards as issued by the International Accounting Standards Board requires management to assess the useful life of each of its operations separately based on the characteristics of each deposit and select the
reserve/resource base that best reflects the useful life of the operation. On a supplemental basis, and consistent with its accounting policy disclosures in note 2.5(vi), the Company wishes to advise the Staff that as a starting point, it generally
considers the use of proven and probable reserves for the calculation of depreciation and amortisation expense to be the best estimate of the life of the respective mining operation. Therefore, for most of the Company’s operations, we use
proven and probable reserves only, excluding all inferred resources as well as any indicated and measured resources that have not yet been deemed economically recoverable.

 However, at certain of the Company’s operations, proven and probable reserves alone may not provide a realistic indication of the useful life of the mine and related assets. In these instances,
management may be confident that certain inferred resources will eventually be converted into reserves, and are approaching economic decisions affecting the mine on this basis, but has not yet done the necessary development and geological drill work
to improve the confidence to the required levels to designate them formally as reserves. As discussed further below, there has been a consistent trend of converting resources included in the life-of-mine plans into reserves in these instances.
During the periods presented in the Company’s Form 20-F for the fiscal year ended June 30, 2012, this occurred mainly in the cases of the Doornkop South Reef and Masimong 5 shaft, where management, in addition to proven and probable
reserves, also included certain, but not all, of the inferred resources associated with these properties as the best estimate of the pattern in which the asset’s future economic benefits are expected to be consumed by the entity, as required by
paragraph 60 of IAS 16, Property, Plant and Equipment. If only proven and probable reserves had been included in calculating the depreciation expense for these two operations, based on the trend of production, Doornkop South Reef would have
been fully depreciated in approximately six years and Masimong in nine years. However, both these operations currently have longer estimated lives of 16 and 13 years, respectively. A steady conversion of resources included in

 3

life-of-mine plans to reserves can be seen in the reconciliation of proven and probable reserves for the three fiscal years ended June 30, 2012 (table below). Therefore it is considered
appropriate that certain of the resources should be included in calculating the depreciation expense, so as to better reflect the utilisation of the assets as the economic benefit is consumed. This avoided a significant acceleration of depreciation
expense early on in the life of these operations (in Doornkop South Reef’s case, while building up to full production), with smaller charges later on.

 At the Company’s Doornkop South Reef and Masimong operations, management only includes the proven and probable reserves and the inferred resources that have been included in the life-of-mine plan. To
be included in the life-of-mine plan, resources need to be above the cut-off grade set by management, which means that the resource can be economically mined and is therefore commercially viable. This consistent systematic method for inclusion in
the life-of-mine plan takes management’s view of the gold price, exchange rates as well as cost inflation into account. The Board of Directors and management approach economic decisions affecting these operations based on the life-of-mine plans
that include such resources. Capital expenditure necessary to access these resources has also been included in the cash flow projections for the life-of-mine plan and have been taken into account when determining the pattern of depreciation charge
for these operations. In declaring the resource, management would have had to obtain a specified level of confidence of the existence of the resource through drilling as required by the South African Code for Reporting Exploration Results, Mineral
Resources and Mineral Reserves (“SAMREC”). The surface drilling spread (surface boreholes) and underground advance drilling for Doornkop and Masimong have indicated that the inferred resources included in the life-of-mine
plan exist and can be economically mined with a high level of confidence in the orebodies. The surface boreholes have been used to determine the existence of the orebodies as well as the location of major geological structures and the mineralogy of
the orebodies. This can be seen in the maps below, which indicate the various levels of reserves and resources as at June 30, 2012 (Map 1(a) and Map 2(a)). However, since further drilling and underground development necessary to convert the
resources to reserves has not been done yet, they remain in the resource category. Geological drilling can only be done as and when the underground infrastructure is advanced.

 Additional confidence in existence and commercial viability is obtained from the fact that the orebodies surrounding these operations have already been mined over many years in the past. We mine
continuations of the same reefs that these operations exploited. See Map 3 and Map 4 below for the regional maps of the areas surrounding these operations. At Masimong and Doornkop South Reef, the geological setting of the orebodies are such that
there is an even distribution of the mineralized content, and reliance can be placed on the comparable results of the surrounding mines. As these results are already known, simulations of the expected formations can be done with a reasonable degree
of accuracy. Although this information will not allow a conversion from resource to reserve, it does provide management with valuable information and increases the level of confidence in existence and grade expectation.

 4

 In determining the resources to be used in calculating the depreciation expense, management does not rely on
estimates of the projected rates of converting resources to proven and probable reserves, but uses the resources that have been included in the life-of-mine plan. The resources that are included in the life-of-mine plan include only those measured
and indicated resources that can be economically extracted (that is, proven and probable reserves) as well as certain of the inferred resources that management has sufficient confidence in, and which can also be economically extracted. As the
life-of-mine plan and the associated reserves and resources are revised annually, the amount of resources included in the depreciation calculation also changes annually. The relevant statistics for these shafts for the past four years are as
follows:

 Doornkop South Reef

As at June 30,

2012

2011

2010

2009

A

Years (life-of-mine plan)

16

14

16

15

B

Reserves (Tonnes million)

4.9

3.2

2.1

1.3

C

Resources (Tonnes million)

26.4

23.1

22.9

24.4

D

 •     Total inferred resources (Tonnes million)

21.2

19.2

20.0

22.5

E

 v      Inferred resources included in
life-of-mine plan (Tonnes million)

13.0

13.2

13.7

14.4

F

 Reserves and resources used in depreciation calculation for the following fiscal year (Tonnes million) [B+E]

17.9

16.4

15.8

15.7

G

Percentage reserves to resources (%) [B/C]

19

14

9

5

H

Production (Tonnes million mined)

0.435

0.082

0.205

0.092

 Masimong

As at June 30,

2012

2011

2010

2009

A

Years (life-of-mine plan)

13

12

13

12

B

Reserves (Tonnes million)

6.9

6.6

7.3

5.9

C

Resources (Tonnes million)

113.3

90.0

96.8

129.2

D

 •     Total inferred resources (Tonnes million)

91.6

74.2

79.7

100.3

E

 v      Inferred resources included in
life-of-mine plan (Tonnes million)

4.5

4.6

4.4

5.5

F

 Reserves and resources used in depreciation calculation for the following fiscal year (Tonnes million) [B+E]

11.4

11.2

11.7

11.4

G

Percentage reserves to resources (%) [B/C]

6

7

8

5

H

Production (Tonnes million mined)

0.544

0.625

0.567

0.525

 A reconciliation of reserves for the last three fiscal years is provided below. The reconciliation shows a consistent
track record of conversion of resources to proven and probable reserves, over and above the consumption through production.

 5

 Reconciliation of proven and probable reserves for the three fiscal years ended June 30, 2012

 Figures are in tonnes (‘000)

Doornkop South Reef

Masimon

CORRESP
1
filename1.htm

Correspondence

 Hogan Lovells International LLP

 Atlantic House

 Holborn Viaduct

 London EC1A 2FG

 T  +44 20 7296 2000

F  +44 20 7296 2001

www.hoganlovells.com

 March 11, 2013

 Tia L. Jenkins

 Senior Assistant Chief Accountant

 Office of Beverages, Apparel and Mining

U.S. Securities and Exchange Commission

 100 F.
Street N.E.

 Washington, DC 20549-7010

 Victoria Rodley

 Direct: 020 7296 5395

 victoria.rodley@hoganlovells.com

 Our ref                 2492880.1

 Matter ref            H5944/00001

 Dear Ms Jenkins,

 HARMONY GOLD MINING COMPANY LIMITED

 FORM 20-F FOR THE YEAR ENDED JUNE 30, 2012

 FILED OCTOBER 29, 2012

 COMMENT
LETTER DATED FEBRUARY 27, 2013

 We are in receipt of your letter of February 27,
2013 to our client, Harmony Gold Mining Company Limited (the “Company”), asking that the Company respond to your inquiry within ten business days or inform you of when the Company will provide you a response. Because the
Company’s financial director and corporate financial manager are unavailable due to travel commitments, the Company will be able to provide a response on or before April 5, 2013.

 Thank you for your co-operation.

 Yours sincerely,

/s/ Victoria Rodley

 Victoria Rodley

cc:
Frank Abbott

 Michelle Kriel

 Riana Bisschoff

Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639 and is authorised and
regulated by the Solicitors Regulation Authority of England and Wales. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG.

 “Hogan Lovells” is an international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US LLP, with offices in: Abu Dhabi Alicante Amsterdam Baltimore
Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York
Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated Offices: Budapest Jakarta Jeddah Riyadh Zagreb.

The word “partner” is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their
affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more
information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

February 27, 2013

Via E-mail
Frank Abbott
Chief Financial 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, 2012
Filed October 29, 2012
File No. 001 -31545

Dear Mr. Abbott :

We have reviewed your filing an d 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 advising us when you will provide the reques ted
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 2 0-F for Fiscal Year Ended June 30, 2012

Item 4. Information on the Company, page 19
Harmony’s Mining Operations, page 31

1. We note several mines (e.g. Bambanani , Target operation, etc.) produced ounces of gold
prior to the mine being in the production stage.  We also note that revenue  receiv ed from
such pre -production was  credited to capital expenditures each period.  Please confirm in
future filings you will rev ise your disclosure to quantify the dollar impact of such
proceeds to your capital expenditures.  Please provide us with draft discl osure of your
planned changes.

Frank Abbott
Harmony Gold Mining Company Limited
February 27, 2013
Page 2

 Item 5. Operating and Financial Review and Prospects, page 82
Results of Operations , page 90
b) Depreciation and amortization, page 92

2. We note that your depreciation and amortization expenses increased $17 million in fiscal
year 2012 when your proven and probable reserves increased from 41.6 million ounces in
2011 to 52.9 million ounces in 2012 and your gold production decreased from 1.195
million ounces in 2011 to 1.165 million ounces in 2012.  Please provide us with, and
confirm to us that you will include in future filings, a detailed explanation for the increase
in your depreciation and amort ization expenses between the periods .

Item 18. Consolidated Financial Statements
Notes to the Consolidated Financial Statements , page F -8
2 Accounting policies , page F -8
2.5 (vi) Depreciation and amortization of mining assets, page F -12

3. Your accounting policy indicates that, in some instances, you include mineral resources
other than the proven and probable reserves in the unit -of-production calculation for
determining the depreciation and amortization of your mining assets, when management
has high leve l of confidence that such further resources will be converted into reserves.
To enhance our understanding of your accounting policy, please:

 Tell us the percentage and amount of measured, indicated and inferred  resources that
you include in the portion o f mineralization expected to be classified as reserves, and
tell us whether there have been any changes to your policy; and
 Provide us with your history of converting resources into proven and probable
reserves.
 Tell us the number of years of historical da ta that you have used to estimate you r
projected rates of converting  resources to proven and probable reserves.
 Explain to us whether or not and why historical trends are indicat ive of future
conversion rates.
 If you have a consistent track record of conve rting resources to proven and probable
reserves, please explain the reasons for your success, given that the information you
have about resources is significantly less than the information and supporting
technical data that you have about proven and probab le reserves.
 Tell us the extent to which resources are currently accessible and the extent to which
additional capital improvements are required to convert and gain access to resources.

4. Please explain to us why and how you determined that your estimate s of resources, such
as inferred mineral resources, used to calculate your units of production depreciation are
reliable, as contemplated by paragraph 4.41 of the Conceptual Framework for Financial
Reporting issued by the International Accounting Standards  Board.

Frank Abbott
Harmony Gold Mining Company Limited
February 27, 2013
Page 3

 5. To better understand the  effect  of resources on your depletion expense, please provide us
with the amount of depletion expense for each period presented if (i) only proven and
probable reserves is included  in the depreciable base (i.e., excluding all measured and
indicated and all inferred mineral resou rces from the depreciable base) and only proven
and probable reserves plus the portion of measured and indicated resources  expected to
be converted to mineral reserves (i.e., excluding all inferred m ineral resour ces from the
depreciable base).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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  federal securities laws of the United States.

You may contact Suying Li  at (202) 551 -3335 or Brian Bhandari, Branch Chief,  at (202)
551-3390  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

/s/Tia L . Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

April 12, 2012

Via E-mail
Marian van der Walt Executive: Corporate a nd Investor Relations
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 the Fiscal Year Ended June 30, 2011
Filed October 24, 2011 File No. 001-31545

Dear Marian van der Walt:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Reynolds
John Reynolds Assistant Director

CORRESP
1
filename1.htm

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

 April 3, 2012

FOR ATTENTION:

JOHN REYNOLDS

ASSISTANT DIRECTOR

CC:

ADAM F. TURK

RE:

Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2011

Filed October 24, 2011

Comment Letter dated March 22, 2012

 Dear Sirs,

 We
are writing in response to your March 22, 2012 letter.

 We acknowledge the Staff’s question regarding our budgeted capital
expenditure and the possible effect on liquidity. We wish the Staff to note that the budgeted amount of US$537 million (R3 642 million) for capital expenditure during fiscal 2012 is expected to be funded by cash generated from operations, existing
facilities at June 30, 2011 and the new US$300 million syndicated Revolving Credit Facility (“US$ RCF”) entered into on August 11, 2011, as disclosed in Item 8. Recent Developments. At June 30, 2011, the Company had
US$59 million (R400 million) in undrawn facilities, as noted under Item 5. Liquidity and Capital Resources - Outstanding Credit Facilities and Other Borrowings. The US$ RCF will primarily be used to fund the capital expenditure requirements of
our Papua New Guinea operations (“PNG”), which include the Wafi Golpu project.

 The increase in capital expenditure budgeted for
fiscal 2012 is R543 million, or 17.5% above that of fiscal 2011. In US$ terms, this increase amounts to US$93 million, or 20.9%. In our discussion of the capital expenditures, we refer to the breakdown of the budgeted amount to the respective mine
descriptions. The PNG operations account for US$76 million of the increase in capital expenditure, which is a 152.0% increase of capital expenditure in this region year on year. This expenditure will primarily be funded from the US$ RCF.

Directors:

PT Motsepe* (Chairman), GP Briggs (Chief Executive), F Abbott (Financial Director), HE Mashego (Executive Director), JA Chissano*#, FFT De Buck*, KV Dicks*, Dr DS Lushaba*, CE Markus*, MJ Motloba*, M Msimang*, D Noko*, J Wetton*, AJ Wilkens*

*Non-Executive; #Mozambican

Secretary:

Riana Bisschoff

Registration Number:

1950/038232/06

 The Company plans to provide further disclosure on the potential effect of changes in funding requirements
in future filings. The Company does not consider it necessary to amend its current filing to provide the requested disclosure as the information has already been included in the Form 20F as discussed above, although specific references to the
various sections were not included under the Liquidity discussion.

 We acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 the Staff’s 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 defence in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you should have any further questions, please let us know.

Yours faithfully,

 /s/ Frank Abbott

Frank Abbott

Chief Financial Officer

Date: April 3, 2012

March 22, 2012

Via E-mail
Marian van der Walt Executive: Corporate a nd Investor Relations
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 the Fiscal Year Ended June 30, 2011
Filed October 24, 2011 File No. 001-31545

Dear Marian van der Walt:
 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.

Liquidity and Capital Resources, page 108

Contractual Obligations and Comm ercial Commitments, page 110
1. We note your disclosure on page 26 that  you have budgeted US$537 million for capital
expenditures in fiscal 2012 and that your hi storical capital expenditures in each of your
previous three years have been above US$400 m illion.  Please tell us your basis for not
discussing your entire amount budgeted within your liquidity s ection.  Note that Item 5.D
of Form 20-F requires a discussion of any demands, commitments or events that are
reasonably likely to have a material effect on the comp any’s liquidity or capital
resources.

Marian van der Walt Harmony Gold Mining Company Limited March 22, 2012 Page 2

 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.

Please contact Adam F. Turk at (202 ) 551 3657 or me at (202) 551-3795 with any
questions.
Sincerely,
   /s/ John Reynolds
John Reynolds
Assistant Director

November 17, 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 Response Letter November 1, 2011 File No. 1-31545

Dear Mr. Briggs:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,           / s /  B r a d  S k i n n e r           B r a d  S k i n n e r          Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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

 November 1, 2011

FOR ATTENTION:

BRAD SKINNER

SENIOR ASSISTANT CHIEF ACCOUNTANT

CC:

JOHN COLEMAN

MINING ENGINEER

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

Comment Letter dated September 28, 2011

 Dear Sirs,

 We
are writing in response to your September 28, 2011 letter to set forth our views with regard to the two points noted in that letter.

 We
note your comments regarding the SRK CPR in relation to the Poplar and Rolspruit projects and respond as follows:

 In relation to the SRK
statement in section 21.2.3 that there is “insufficient back up for the calculations done to estimate the Mineral Resources”:

•

 section 21.2.3 does go on to state that that “the information supplied appears to be appropriate and support the reported Mineral Resources”

 Thus, we believe that this section does not state that the reported Mineral Resources are not adequately supported. On the
contrary, the portion of that section that we refer to states that the reported Mineral Resources are supported by the information supplied.

In relation to the classification of Indicated at Poplar being optimistic when compared to surrounding projects:

•

 SRK adjusted the dilution factors as detailed in section 19.3.2 of the report (and specifically table 19.13 for Poplar, and also table 19.11 for
Rolspruit).

Directors:
PT Motsepe* (Chairman), GP Briggs (Chief Executive), HO Meyer (Financial Director), HE Mashego (Executive Director), F Abbott* JA Chissano*#, FFT De Buck*, KV
Dicks*, Dr DS Lushaba*, CE Markus*, MJ Motloba*, M Msimang*, D Noko*, CML Savage*, J Wetton*, AJ Wilkens*

*Non-Executive; #Mozambican

Secretary:
iThemba Governance and Statutory Solutions (Pty) Ltd

 Registration Number: 1950/038232/06

•

 The adjusted resource to reserve estimate was then used to populate the SRK techno-economic model.

•

 The effect of the adjusted dilution factors can be seen in the table below and compares the Feb 2010 reserve estimate shown in table 19.12, with the
adjusted reserve used in the SRK techno economic model.

•

 The resultant NPV’s and IRR’s are tabulated in table 25.39 of the SRK report and show both projects to be robust, thereby allowing Harmony to
declare the adjusted SRK resources and reserves.

•

 The SRK techno economic model reserve figures were used in the June 2010 reserve declaration.

•

 Hence SRK’s adjusted reserves were declared.

 Poplar

 Classification

Mt

Grade
g/t

Content Au
Moz

 Feb 2010

 Probable

13.50

7.45

3.23

 July 2010

 Probable

16.1

5.99

3.10

 The figures for Rolspruit are as follows:

 Rolspruit

 Classification

Mt

Grade
g/t

Content Au
Moz

 Feb 2010

 Probable

24.45

8.71

6.84

 July 2010

 Probable

26.2

8.08

6.79

 Thus, we believe the figures reported are appropriate and are not optimistic when compared to surrounding projects.

 If you should have any further questions, please let us know.

Yours faithfully,

 /s/ Hannes Meyer

Hannes Meyer

Chief Financial Officer

Date: November 1, 2011

CORRESP
1
filename1.htm

Correspondence Letter

 Hogan Lovells International LLP

 Atlantic House

 Holborn Viaduct

 London EC1A 2FG

 T +44 20 7296 2000

 F +44 20 7296 2001

 www.hoganlovells.com

October 11, 2011

 Victoria Rodley

 Direct: 020
7296 5395

 victoria.rodley@hoganlovells.com

Brad Skinner

John Cannarella

Our ref                2492880.1

 Mark Wojciechowski

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance - Office of Natural Resources

100 F. Street N.E.

 Washington, DC
20549-7010

Matter ref           H5944/00001

Re:
Harmony Gold Mining Company Limited

Form 20-F for the year ended June 30, 2010

Filed October 25, 2010

Comment Letter dated September 28, 2011

 Dear Mr. Skinner,

 We are in receipt of your letter of September 28,
2011 to our client Harmony Gold Mining Company Limited (the “Company”) asking that the Company respond to your inquiry within 10 business days or inform you of when the Company will provide you a response. Because the Company is in
the midst of its quarterly report preparation and preparation of Form 20-F, the Company will be able to provide a response on or before November 4, 2011. Thank you for your cooperation.

 Kind regards,

 Victoria
Rodley

cc:
Graham Briggs

Marian van der Walt

Michelle Kriel

 Hogan Lovells International LLP
is a limited liability partnership registered in England and Wales with registered number OC323639 and is regulated by the Solicitors Regulation Authority of England and Wales. Registered office and principal place of business: Atlantic House,
Holborn Viaduct, London EC1A 2FG.

 The word “partner” is used to refer to a member of Hogan Lovells International LLP, or an
employee or consultant with equivalent standing and qualifications. A list of the members of Hogan Lovells International LLP and of the non-members who are designated as partners, and of their respective professional qualifications, is open to
inspection at the above address.

 Hogan Lovells refers to the international legal practice comprising Hogan Lovells International LLP, Hogan
Lovells US LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf
Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai
Silicon Valley Singapore Tokyo Warsaw Washington DC Associated Offices: Budapest Jeddah Riyadh Ulaanbaatar Zagreb

September 28, 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 Response Letter Dated May 11, 2011 Response Letter Dated July 21, 2011 File No. 1-31545

Dear Mr. Briggs:
 We have reviewed your response letter 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

1. We note your response to our previous commen t number 4.  In regards to your Rolspruit
and Poplar reserves we reference stat ements in your February 26, 2010 competent
persons report that was provided to the Co mmission.  Section 21.2.3 of this report states
that there is insufficient back up for the cal culations done to estimate Mineral Resources
and that SRK considers the classification of Indicated at Poplar to be optimistic when
compared to surrounding projects. In additi on we note the recommendations made in the
report in Sections 22.2.3 and 22.3.  Consideri ng these statements and recommendations it
appears that your Rolspruit and Poplar re serves may not meet the Industry Guide 7
reserve requirements.  Please advise.

Mr. Graham Briggs Harmony Gold Mining Company Limited  September 28, 2011 Page 2

 Closing Comments

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) 551-610 with any
engineering questions.  Please contact me at (202) 551-3489 with any other questions.
          S i n c e r e l y ,           / s /  B r a d  S k i n n e r           B r a d  S k i n n e r          Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 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

 21 July 2011

FOR ATTENTION:

BRAD SKINNER

SENIOR STAFF ACCOUNTANT

JOHN COLEMAN

MINING ENGINEER

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

Response Letter dated May 11, 2011

File No. 1-31545

 Dear Sirs:

Reference is made to the Staff’s comment letter dated July 7, 2011 in respect of the Harmony Gold Mining Company Limited (the
“Company”) Form 20-F for the year ended June 30, 2010 and the response letter dated May 11, 2011. Set forth below in detail are the responses to the Staff’s comments, which corresponds to 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 your response to prior comment one. With respect to the Phakisa cash generating unit, please provide us a copy of the discounted cash flow model used for
purposes of impairment testing for each of the last three years. In addition, tell us the actual amount of net cash flows realized during such timeframe and discuss any material variations between assumptions used in the model and actual results and
events. Your discussion of material variations between assumptions used and actual results should include, but should not be limited to, price, ounces produced, grade, cash costs in total and per ounce.

Directors:

PT Motsepe* (Chairman), GP Briggs (Chief Executive), HO Meyer (Financial Director), HE Mashego (Executive Director), F Abbott* JA Chissano*#, FFT De Buck*, KV Dicks*, Dr DS Lushaba*, CE Markus*, MJ Motloba*, M Msimang*, D Noko*, CML Savage*, J Wetton*, AJ Wilkens*

*Non-Executive; #Mozambican

Secretary:

iThemba Governance and Statutory Solutions (Pty) Ltd

Registration Number: 1950/038232/06

 Response: The Company acknowledges the Staff’s comment regarding the discounted
cash flow model (“DCF”) for Phakisa. On a supplemental basis, the Company has provided for each of the fiscal years ended June 30, 2010, 2009 and 2008 a summary of the DCF for Phakisa as well as reasons for any material
variations when comparing the year one actual cash flows to the relevant DCF estimated cash flows.

 Results of Operations, page 96

2.
We note your response to prior comment six. It remains unclear why you are unable to provide information regarding items within your control that impact the quality
and potential variability of earnings and cash flow, so readers can ascertain the likelihood that past performance is indicative of future performance. Such information could include but should not be limited to, operating information such as
production, operating costs, taxes, etc.

 Response: The Company acknowledges the Staff’s comment
regarding providing information on issues that impact the quality and potential variability of earnings and cash flows that are under the Company’s control. The Company will endeavour to provide such information in its future filings where
possible in addition to the operating and production information already provided.

 Engineering Comments

Reserves page 28

3.
We note your response to our previous comment two. Please reconcile for us the Evander and Evander (below infrastructure) reserve reported in your FYE 2010 annual
filing to the reserve reported in your technical document.

 Response: The Company acknowledges the
Staff’s comment and wishes the Staff to note that the supplementary technical document provided to the Staff is dated February 2010. As such, the reserve figures shown in this document should not be reconciled with the reserve declaration done
in June 2010 but should rather be compared with the 2009 reserve declaration, which used the same information on which the technical document is based. The reserve declaration for 2010 will differ from the document as new information was available
and a different viewpoint was taken by management as a result.

 The Company wishes the Staff to note that as disclosed in the
2010 Form 20F in Item 4. “Information on the Company - Business - Description of Mining Business -Exploration” the Company is currently busy with a drilling programme at Poplar and investigating different mining approaches for
Project Libra. The results of these activities may have an impact on future reserve declarations.

 EVANDER - 2009 (Annual
Report) - Dated 30 June 2009

 ORE RESERVES

PROVEN

PROBABLE

TOTAL

 OPERATIONS

Tonnes
(Mt)

g/t

Gold (‘000
oz)

Tonnes
(Mt)

g/t

Gold (‘000
oz)

Tonnes
(Mt)

g/t

Gold (‘000
oz)

 Underground

 Evander 2/5

0.8

6.35

163

0.2

6.17

38

1.0

6.32

201

 Evander 7

0.2

4.64

27

0.0

8.48

2

0.2

4.81

29

 Evander 8

1.8

5.66

332

7.0

6.21

1 394

8.8

6.09

1 726

 Total

2.8

5.79

522

7.2

6.21

1 434

10.0

6.09

1 956

 Projects - Below Infrastructure

 Evander South

—

—

—

11.5

4.80

1 773

11.5

4.80

1 773

 Rolspruit

—

—

—

24.4

8.71

6 842

24.4

8.71

6 842

 Poplar

—

—

—

13.5

7.45

3 234

13.5

7.45

3 234

 Total

—

—

—

49.4

7.45

11 849

49.4

7.45

11 849

 Grand Total

2.8

5.79

522

56.6

7.30

13 283

59.4

7.22

13 805

 EVANDER - Feb 2010 (Technical Document) - Dated Feb 2010

ORE RESERVES

PROVED

PROBABLE

TOTAL

 OPERATIONS

Tonnes
(Mt)

g/t

Gold (‘000
oz)

Tonnes
(Mt)

g/t

Gold (‘000
oz)

Tonnes
(Mt)

g/t

Gold (‘000
oz)

 Underground

 Evander 8

1.5

5.90

280

7.0

6.29

1 394

8.5

6.15

1 674

 Total

1.5

5.90

280

7.0

6.29

1 394

8.5

6.15

1 674

 Projects - Below Infrastructure

 Evander South

11.5

4.80

1 773

11.5

4.80

1 773

 Rolspruit

—

—

—

24.5

8.71

6 842

24.5

8.71

6 842

 Poplar

—

—

—

13.5

7.45

3 234

13.5

7.45

3 234

 Total

—

—

—

49.5

7.28

11 848

49.5

7.28

11 848

 Grand Total

1.5

5.90

280

56.4

7.29

13 241

57.9

7.25

13 521

 EVANDER - 2010 (Annual Report) - Dated 30 June 2010

ORE RESERVES

PROVEN

PROBABLE

TOTAL

 OPERATIONS

Tonnes
(Mt)

g/t

Gold (‘000
oz)

Tonnes
(Mt)

g/t

Gold (‘000
oz)

Tonnes
(Mt)

g/t

Gold (‘000
oz)

 Underground

 Evander 8

2.2

7.20

520

1.6

9.12

470

3.8

8.00

990

 Total

2.2

7.20

520

1.6

9.12

470

3.8

8.00

990

 Projects - Below Infrastructure

 Rolspruit

—

—

—

26.2

8.08

6 790

26.2

8.08

6 790

 Poplar

—

—

—

16.1

5.99

3 105

16.1

5.99

3 105

 Total

—

—

—

42.3

7.28

9 895

42.3

7.28

9 895

 Grand Total

2.2

7.20

520

43.9

7.35

10 365

46.1

7.34

10 885

4.
Considering that under Industry Guide 7 a feasibility study is required prior to the reporting of a reserve with the Commission, please tell us how you have made the
determination that you have a mineral reserve for your Evander South, Rolspruit and Poplar projects.

Response: As at June 30, 2010 we did not declare any ore reserves for Evander South following an update of the geological
model. The Company wishes to advise the Staff that the decision to report mineral reserves for Rolspruit and Poplar, as well as for Evander South in previous reporting periods, is based on comprehensive technical studies that have been carried out
on these projects. These include substantial geo-scientific, engineering, economic and social studies. These studies show that these projects are economically and legally viable.

These studies were completed in-house in partnership with recognized industry consultants. As part of this process, the Company also
involved industry experts to conduct third party audits across all studies. An Independent Competent Persons Audit Report (“CPR”) is undertaken annually that includes all of the Company’s mineral reserves to ensure that
the reserve reporting is consistent with the stringent JORC/SAMREC, NI 43-101 and Industry Guide 7 guidelines.

 The Company can
provide supplemental supporting documentation in the form of the annual audit reports.

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the
filings it makes with the Commission. It understands that 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 that 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.

Yours faithfully

/s/ H Meyer

 H Meyer

 Chief Financial
Officer

July 7, 2011
 Via Email

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 Response Letter Dated May 11, 2011 File No. 1-31545

Dear Mr. Briggs:
 We have reviewed your response letter 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 your response to prior comment one.  With respect to the Phakisha cash
generating unit, please provide us a copy of the discounted cash flow model used for
purposes of impairment testing for each of the last three years.  In addition, tell us the
actual amount of net cash flows realized duri ng such timeframe and discuss any material
variations between assumptions used in the model and actual results and events. Your

Mr. Graham Briggs Harmony Gold Mining Company Limited  July 7, 2011 Page 2

 discussion of material varia tions between assumptions used  and actual results should
include, but should not be limited to, price, ounces produced, grade, cash costs in total
and per ounce.
 Results of Operations, page 96

 2. We note your response to prior comment six.  It remains unclear why you are unable to
provide information regarding items within  your control that impact the quality and
potential variability of earnings and cash fl ow, so readers can ascertain the likelihood that
past performance is indicative of future perf ormance.  Such information could include,
but should not be limited to, operating inform ation such as production, operating costs,
taxes, etc.
 Engineering Comments

 Reserves page 28

 3. We note your response to our previous commen t number two.  Please reconcile for us the
Evander and Evander (below infrastructure) reserve reported in your FYE 2010 annual filing to the reserv e reported in your technical document.

4. Considering that under Industry Guide 7 a f easibility study is re quired prior to the
reporting of a reserve with the Commission, please tell us how you have made the determination that you have a mineral rese rve for your Evander South, Rolspruit, and
Poplar projects.

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) 551-610 with any
engineering questions.  Please contact me at (202) 551-3489 with any other questions.
         S i n c e r e l y ,           / s /  E t h a n  H o r o w i t z  f o r           B r a d  S k i n n e r          Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

corresp

    Hogan Lovells International LLP

Atlantic House

Holborn Viaduct

London EC1A 2FG

T +44 20 7296 2000

F +44 20 7296 2001

www.hoganlovells.com

    April 8, 2011

    By Facsimile

    Julie A. Lasso

    Mark C. Shannon

    Direct: 020 7296 5680

    John Cannarella

    julie.lasso@hoganlovells.com

    Mark Wojciechowski

    U.S. Securities and Exchange Commission

    Our ref           LASSOJA/2409934.1

    Division of Corporation Finance — Office of Natural Resources

    Matter ref      H5944/00001

    100 F. Street N.E.

    Washington, DC 20549-7010

    Re:

    Harmony Gold Mining Company Limited

Form 20-F for the year ended June 30, 2010

Filed October 25, 2010

Comment Letter dated April 1, 2011

Dear Mr. Shannon,

     We are in receipt of your letter of April 1, 2011 to our client Harmony Gold Mining Company
Limited (the “Company”) asking that the Company respond to your inquiry within 10 business days or
inform you of when the Company will provide you a response. Because the Company is in the midst of
its quarterly report preparation which is followed by the interim audit, the Company will be able
to provide a response on or before May 11, 2011. Thank you for your cooperation.

Kind regards,

Julie A. Lasso

    cc:

    Graham Briggs

Marian van der Walt

Michelle Kriel

Hogan Lovells International LLP is a limited liability partnership registered in England and
Wales with registered number OC323639 and is regulated by the Solicitors Regulation Authority of
England and Wales. Registered office and principal place of business: Atlantic House, Holborn
Viaduct, London EC1A 2FG.

The word “partner” is used to refer to a member of Hogan Lovells International LLP, or an employee
or consultant with equivalent standing and qualifications. A list of the members of Hogan Lovells
International LLP and of the non-members who are designated as partners, and of their respective
professional qualifications, is open to inspection at the above address.

Hogan Lovells refers to the international legal practice comprising Hogan Lovells International
LLP, Hogan Lovells US LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated
businesses with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin
Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi
Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow
Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco
Shanghai Silicon Valley Singapore Tokyo Warsaw Washington DC
Associated Offices: Budapest Jeddah Riyadh Ulaanbaatar Zagreb

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
        March 15, 2010
  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 the Fiscal Year Ended June 30, 2009
Filed October 26, 2009 Form 20-F/A for the Fiscal Year Ended June 30, 2009 Filed November 12, 2009
  File No. 1-31545

Dear Mr. Briggs:
We have completed our review of your 2009 Form 20-F, and related amendment,
and do not, at this time, have any further comments.

     S i n c e r e l y ,

 H. Roger Schwall
Assistant Director

CORRESP
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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 2070

W www.harmony.co.za

    NYSE and NASDAQ

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

24 February 2010

    FOR ATTENTION:

     MARK WOJCIECHOWSKI

STAFF ACCOUNTANT

    RE:

     Harmony Gold Mining Company Limited

Form 20-F for the year ended June 30, 2009

Filed October 26, 2009

Form 20-F/A for the year ended June 30, 2009

Filed November 12, 2009

File No. 1-31545

Dear Sir:

Reference is made to the Staff’s comment letter dated January 29, 2010 in respect of the Harmony
Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2009. 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 the Fiscal Year Ended June 30, 2009

Operating and Financial Review and Prospects

Results of Operations

Years Ended June 30, 2009 and 2008

Continuing Operations

Income and Mining Taxes

    1.

    We note your disclosure that one of the significant reasons for the difference between your
effective tax rate and your statutory rate is the difference between the statutory tax rate
and the rate used to provide for deferred taxes. We also note your rate reconciliation in
Footnote 14 on page F-36 indicates that there were changes in the rate used to provide for
deferred taxes. Please tell us how you considered providing additional analysis in your
discussion of your effective tax rate to inform investors of the reasons why there were
changes in the rate used to provide deferred taxes. See Item 303(a)(3) of Regulation S-K for
guidance.

    Response: The Company acknowledges the Staff’s comment regarding the disclosure of the
reasons for changes in the rate used to provide for deferred taxes, as well as the remarks by
the SEC staff at the 2009 AICPA National Conference on Current SEC and PCAOB Developments
regarding the importance of the effective tax rate reconciliation. The Company will include
additional disclosures in its future filings to ensure that its
tax disclosures are transparent — including the reasons for changes in the rate used to
provide for deferred taxes.

    On a supplemental basis, the Company wishes to advise the Staff that the changes in the rate
used to provide for deferred taxes during the fiscal year ended June 30, 2009 relate to its
South African operations, where taxable income from gold mining is subject to a formula to
determine the taxation expense. The tax rate calculated using the formula is capped to a
maximum mining statutory rate of 43% or 34%, depending on whether or not the taxpayer has
elected to be exempt from Secondary Taxation on Companies (See Item 5. Results of
Operations—Continuing Operations—Income and Mining Taxes). Taxable income is determined
after the deduction of qualifying mining capital expenditure to the extent that it does not
result in an assessed loss. Excess capital expenditure is carried forward as unredeemed
capital and is eligible for deduction in future periods, taking the assessed loss criteria
into account. Further to this, mines are ring-fenced and are treated separately for tax
purposes, with deductions only being utilised against the mining income of the relevant
ring-fenced mine.

    In terms of IAS 12, Income Taxes, deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset is realised or the liability is
settled. Par. 49 of IAS 12 further clarifies that when different tax rates apply to different
levels of taxable income, deferred tax assets and liabilities are measured using the average
tax rates that are expected to apply to the taxable profit (tax loss) of the periods on which
the temporary differences are expected to reverse. At the Company’s South African
operations, such average tax rates are directly impacted by the profitability of the relevant
mine. The deferred tax rate is therefore based on the current estimate of future
profitability of an operation when temporary differences will reverse, based in tax rates and
tax laws that have been enacted at the balance sheet date.

    The future profitability of each mine, in turn, is determined by reference to the
Life-of-Mine (“LoM”) plan for that operation. The LoM plan is based on parameters such as the
Company’s long term view of the US$ gold price and the Rand/US$ exchange rate, estimates of
future operating profits and costs, as well as the reserves declared for the operation. As
some of these parameters are based on market indicators, they differ from one year to the
next. In addition, the reserves may also increase or decrease based on updated or new
geological information.

    Changes in the rate used to provide for deferred taxes are therefore related to changes in
the profitability of the Company’s mines in South Africa — as determined by reference to the
LoM plans for those operations. During the fiscal year ended June 30, 2009, the changes in
the rate used to provide deferred tax related primarily to the Company’s Randfontein and
Evander tax entities, where an increase in costs reduced the overall profitability of the
mines. The increase in costs at these operations is discussed in Item 4.

    The Company will expand its disclosures in future filings to clarify the reasons for
significant changes in the rate used to provide for deferred taxes — including a discussion
of, or a reference to, the operations that contributed to such changes.

2

Engineering Comments

Form 20-F/A for the Fiscal Year Ended June 30, 2009

Nambonga North, Project Status, page 78

    2.

    In your description of the Nambonga North prospect, you use the term “inferred” in reference
to quantity estimates. The provisions in Industry Guide 7 preclude the use of any terms other
than proven or probable reserves for disclosure in SEC
documents. Please remove the “inferred resource estimate” from your filing.

    Response: The Company acknowledges the Staff’s comment and proposes to remove the reference
to “inferred resource estimate” for its Nambonga North prospect from future filings with the
SEC.

*     *     *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in
the filings it makes with the Commission. It understands that 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 that 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.

Yours faithfully

/s/ H
Meyer

H Meyer

Chief Financial Officer

    cc:

     H. Roger Schwall

Mark Shannon

John Coleman

Kevin Dougherty

3

CORRESP
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    Hogan & Hartson

Juxon House

100 St Paul’s Churchyard

London EC4M 8BU

United Kingdom

+44.20.7367.0200 Tel

+44.20.7367.0220 Fax

98940 Cheapside 2 DX

    www.hhlaw.com

February 3, 2010

    Julie A. Lasso

+44 (0) 20 7367 0262
jalasso@hhlaw.com

Mark Wojciechowski

U.S. Securities and Exchange Commission

Division of Corporation Finance — Office of Natural Resources

100 F. Street N.E.

Washington, DC 20549-7010

Fax No: +1 703 813 6982

BY EDGAR AND FAX

    Re:

    Harmony Gold Mining Company Limited

Form 20-F for the year ended June 30, 2009

Filed October 26, 2009

Form 20-F/A for the year ended June 30, 2009

Filed November 12, 2009

Comment Letter dated January 29, 2010

Dear Mr. Wojciechowski,

     We are in receipt of your letter of January 29, 2010 to our client Harmony Gold Mining Company
Limited (the “Company”) asking that the Company respond to your inquiry within 10 business days or
inform you of when the Company will provide you a response. Because the Company is in the midst of
its quarterly report preparation, the Company will be able
to provide a response on or before February 24, 2010. Thank you for your cooperation.

Kind regards,

Julie A. Lasso

    cc:

     H. Roger Schwall, Assistant Director

Graham Briggs

Frank Abbott

Marian van der Walt

Michelle Kriel

Hogan & Hartson is a multi-national partnership of solicitors and registered foreign lawyers regulated by the Solicitors Regulation Authority.

A list of Partners is available for inspection at the above address

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
        January 29, 2010
  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 the Fiscal Year Ended June 20, 2009
Filed October 26, 2009 Form 20-F/A for the Fiscal Year Ended June 30, 2009 Filed November 12, 2009
  File No. 1-31545

Dear Mr. Briggs:
We have reviewed your filings and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.       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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Graham Briggs
Harmony Gold Mining Company Limited
January 29, 2010 Page 2

Form 20-F/A for the Fiscal Year Ended June 30, 2009
 Operating and Financial Review and Prospects

Results of Operations

Years Ended June 30, 2009 and 2008
 Continuing Operations

Income and Mining Taxes

1. We note your disclosure that one of the significant reasons for the difference between your effective tax rate and your statutory rate is the difference between the statutory tax rate and the rate used to provide for deferred taxes.  We also note your rate reconciliation in Footnote 14 on page F-36 indicates that there were changes in the rate used to provide for deferred taxes.  Please tell us how you considered providing additional analysis in your discussion of your effective tax rate to inform investors of the reasons why there were changes in the rate used to provide deferred taxes.   See Item 303(a)(3) of Regulation S-K for guidance.
 Engineering Comments

 Form 20-F/A for the Fiscal Year Ended June 30, 2009

 Nambonga North, Project Status, page 78

 2. In your description of the Nambonga North prospect, you use the term “inferred” in reference to quantity estimates.  The provisions in Industry Guide 7 preclude the use of any terms other than proven or probable reserves for disclosure in SEC documents.  Please remove the “inferred resource estimate” from your filing.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Graham Briggs
Harmony Gold Mining Company Limited January 29, 2010 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 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 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 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Mark Wojciechowski at (202) 551-3759, or in his absence,
Mark Shannon, Branch Chief, at (202) 551-3299 if you have questions regarding comments on the financial statements and related matters.  You may contact John Coleman, Mining Engineer, at (202) 551-3610 regarding engineering comments.  Please contact Kevin Dougherty at (202) 551-3271 or  me at (202) 551-3745 with any other
questions.

     S i n c e r e l y ,

 H. Roger Schwall
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 30, 2009
 Mr. Frank Abbott Interim Financial Director Harmony Gold Mining Company Limited Randfontein Office Park PO Box 2 Randfontein, 1760 South Africa
 Re: Harmony Gold Mining Company Limited
  Form 20-F for the Fiscal Year Ended June 30, 2008
Filed October 29, 2008
  File No. 1-31545

Dear Mr. Abbott:
We have reviewed your filings and have the following comment.  We have
limited our review of your filing to those issues we have addressed in our comment.  Please provide a written response to our comment.  Please be as detailed as necessary in your explanation.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.       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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Form 20-F for the Fiscal Year Ended June 30, 2008

Financial Statements

General

1. We note you previously reported your consolidated financial statements in Form 20-F prepared in accordance with US GAAP.  As your current Form 20-F is your first filing with the SEC of consolidated financial statements prepared in accordance with IFRS, please revise your filing to include a reconciliation from US GAAP to IFRS in a form and level of information sufficient to explain all material adjustments to the balance sheet, income statement, and cash flow statement.  The reconciliation should contain a level of information consistent

Mr. Frank Abbott
Harmony Gold Mining Company Limited
March 30, 2009 Page 2

with Item 17 of Form 20-F.  Please contact us at the numbers at the end of this letter to discuss.

Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comment, 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 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 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Frank Abbott
Harmony Gold Mining Company Limited March 30, 2009 Page 3

You may contact Mark Wojciechowski at (202) 551-3759, or, in his absence,
Kevin Stertzel at (202) 551-3723 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551-3683, with any other questions.           S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        August 4, 2009
 Mr. Frank Abbott Interim Financial Director Harmony Gold Mining Company Limited Randfontein Office Park PO Box 2 Randfontein, 1760 South Africa
 Re: Harmony Gold Mining Company Limited
  Form 20-F for the Fiscal Year Ended June 30, 2008
Filed October 29, 2008 Form 20-F/A for the Fiscal Year Ended June 30, 2008 Filed July 27, 2009
  File No. 1-31545

Dear Mr. Abbott:
We have completed our review of your 2008 Form 20-F, and related amendment,
and do not, at this time, have any further comments.

          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

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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 2070

W www.harmony.co.za

    NYSE and NASDAQ

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

25 May 2009

    FOR ATTENTION:

    MARK WOJCIECHOWSKI

STAFF ACCOUNTANT

    RE:

    Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2008

Filed October 29, 2008

File No. 1-31545

Dear Sir:

Reference is made to the Staff’s comment letter dated March 30, 2009 in respect of the Harmony Gold
Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2008. 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 the Fiscal Year Ended June 30, 2008

Financial Statements

General

    1.

    We note you previously reported your consolidated financial statements in Form 20-F prepared
in accordance with U.S. GAAP. As your current Form 20-F is your first filing with the SEC of
consolidated financial statements prepared in accordance with IFRS, please revise your filing
to include a reconciliation from U.S. GAAP to IFRS in a form and level sufficient to explain all
material adjustments to the balance sheet, income statement, and cash flow statement. The
reconciliation should contain a level of information consistent with Item 17 of Form 20-F.
Please contact us at the numbers at the end of this letter to discuss.

    Response: We acknowledge the staff’s comment and propose to amend our 2008 Form 20-F to
include the following supplemental financial statement schedule in the form attached as
Schedule I. The financial statement schedule includes a reconciliation of the Group’s:

    •

    Shareholders’ equity reported under U.S. GAAP to its shareholders’ equity under IFRS
as of June 30, 2007; and

    •

    Loss reported under U.S. GAAP to its profit/(loss) under IFRS for the fiscal years
ended June 30, 2007 and 2006, respectively.

We would like to advise the Staff that a reconciliation of the consolidated cash flow statements
under U.S. GAAP to the consolidated cash flow statements under IFRS for the fiscal years ended June
30, 2007 or 2006 has not been included. This determination was made on the basis of the Staff’s
accommodation under Item 17 of Form 20-F to foreign private issuers to allow presentation of cash
flow statements prepared in accordance with IAS 7 without reconciliation to U.S. GAAP.

The financial statement schedule will be accompanied by a report by our Independent Registered
Public Accountant Firm, PricewaterhouseCoopers Inc, confirming that their audits of the
consolidated financial statements and of the effectiveness of internal control over financial
reporting referred to in their report dated October 27, 2008, also included an audit of the
financial statement schedule, and that the financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements.

* * *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in
the filings it makes with the Commission. It understands that 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 that 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.

    Yours faithfully

/s/
F Abbott

    F Abbott

    Chief Financial Officer

    Cc:

     Jill S. Davis

Kevin Stertzel

2

SCHEDULE I

The consolidated financial statements of Harmony Gold Mining Company Limited and its
subsidiaries (collectively “Harmony” or “the Group”) included in this Annual Report on Form
20-F have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”), which differs in
certain significant respects from accounting principles generally accepted in the United
States (“U.S. GAAP”). The principal differences between
IFRS as issued by the IASB and U.S.
GAAP that affect consolidated net (loss)/profit for the years ended June 30, 2007 and 2006,
and total shareholders’ equity as at June 30, 2007, are presented below.

    U.S. Dollar

    Year ending 30 June,

    Figures in million

    Notes

    2007

    2006

    Net loss
under U.S. GAAP

    (295
    )

    (156
    )

    Reconciling items

    346

    65

    Borrowings

    d

    (10
    )

    (10
    )

    Impairment of listed investment

    e

    51

    —

    Impairment of property, plant and equipment

    f

    11

    40

    Provision for environmental rehabilitation

    g

    (11
    )

    (6
    )

    Transfer of ARM shares to the ARM Trust

    h

    300

    63

    Other items

    i

    1

    1

    Tax

    4

    (23
    )

    Net profit/(loss) under IFRS

    51

    (91
    )

    U.S. Dollar

    As at 30 June,

    Figures in million

    Notes

    2007

    Equity
under U.S. GAAP

    3,062

    Reconciling items

    304

    Business combinations — goodwill

    a

    (14
    )

    Business combinations — purchase price

    b

    300

    Business combinations — acquisition of
minorities

    c

    (53
    )

    Borrowings

    d

    17

    Impairment of property, plant and equipment

    f

    52

    Provision for environmental rehabilitation

    g

    (27
    )

    Other items

    i

    9

    Tax

    20

    Equity under IFRS

    3,366

Notes to Schedule 1:

a) Business combinations — goodwill

Under IFRS, prior to 2004, goodwill was amortized using the straight line method over the
estimated life of the underlying asset. Under U.S. GAAP, goodwill is not subject to
amortization. Instead, the Group evaluates, on at least an annual basis, the carrying amount
of goodwill to determine whether current events and circumstances indicate that such carrying
amount may no longer be recoverable. From July 1, 2004, treatment under IFRS and U.S. GAAP is
consistent.

3

b) Business combinations — purchase price

Under IFRS, equity securities issued as consideration for the acquisitions of Evander Gold
Mines Limited, African Rainbow Minerals Gold Limited and Avgold Limited were valued on the
date they were issued. Under U.S. GAAP, equity securities issued as consideration in a
business combination are valued a few days before and after the terms of the transaction are
announced. The difference in valuation of purchase consideration resulted in a different
allocation to acquired property, plant and equipment and therefore also impacts depreciation
expense between IFRS and U.S. GAAP.

c) Business combinations — acquisition of minorities

The acquisition of Abelle was effected through successive share purchases. In particular,
the Group controlled Abelle at the dates of the acquisition of additional shares during the
years ended June 30, 2003 and 2004. Under IFRS, the Group’s policy is to record no fair value
adjustment to the identifiable net assets acquired and to account for the excess purchase
price over the carrying value of the minority interests in equity. Under U.S. GAAP, mining
assets were recorded at their fair value for the additional interest acquired. Since the
related mineral rights related to exploration and development-stage interests, there has been
no impact on depreciation expense.

d) Borrowings

Under IFRS, the international unsecured fixed rate convertible bond totaling $251.9 million
is split between a debt component and an equity component. Under U.S. GAAP the entire loan is
classified as debt. As a result of the higher liability recorded, interest expense is higher
under U.S. GAAP.

e) Impairment of listed investment

Under IFRS, a financial asset is impaired and impairment losses are incurred if there is
objective evidence of impairment as a result of one or more events that occurred after the
initial recognition of the asset, and that this loss event has an impact on the estimated
future cash flows of the financial asset. As of June 30, 2007, the Group’s investment in Gold
Fields Limited (“Gold Fields”) were not considered impaired due to the absence of a loss
event as required by IFRS, particularly since the decline in share price was not considered
significant due to similarities with previous occasions where declines and subsequent
improvements occurred. However, since the shares were sold subsequent to year-end, but
before the issuance of the U.S. GAAP financial statements, an impairment charge was recorded
under U.S. GAAP. The unrealized loss recorded as a separate component of shareholders’
equity under IFRS at June 30, 2007 was reclassified to the consolidated income statement
during the year ended June 30, 2008, as part of realized loss on sale, and therefore has no
continuing impact.

f) Impairment of property, plant and equipment

Under IFRS, impairment of long-lived assets, such as property, plant and equipment, is
assessed based upon discounted cash flows. If impairment is indicated, assets are written
down to higher of their fair value less costs to sell and value in use, also based on
discounted cash flows. Under U.S. GAAP, impairment of long-lived assets is first assessed
based upon undiscounted cash flows for assets to be held and used. Only if undiscounted cash
flows are less than carrying amount, is an impairment loss recognized and measured based on
the fair value of such assets (discounted cash flows).

In addition, reversal of impairment losses is required under IFRS in certain circumstances,
except for goodwill, but prohibited under U.S. GAAP. The difference relating to the
impairment of property, plant and equipment in the financial statement schedule relates
primarily to the reversal of impairment charges that were recorded under IFRS, but not under
U.S. GAAP.

g) Provision for environmental rehabilitation

(i) Revisions to the asset retirement obligation

4

Subsequent to initial recognition, asset retirement obligations are adjusted for changes in
estimated cash flows, and accreted, based on current market-based discount rates under IFRS.
Under U.S. GAAP, the Group recognized changes in asset retirement obligations due to the
passage of time by applying an interest method of allocation to the amount of the liability
at the beginning of the period. The interest rate used to measure the change was the
credit-adjusted, risk-free rate that existed when the liability, or portion thereof, was
initially measured. In addition, under U.S. GAAP, upward revisions in the estimated cash
flows were discounted by using a current credit-adjusted, risk-free rate, and downward
revisions were discounted by using the credit-adjusted, risk-free rate that existed when the
original liability was recognized.

(ii) Amortization of rehabilitation asset

The rehabilitation assets carrying value under IFRS is different to that under U.S. GAAP,
mainly as a result of the unique transition provisions under SFAS No. 143 and revisions to
the asset retirement obligation described above, which results in a different amortization
charge.

h) Transfer of ARM shares to the ARM Trust

Although the transfer of the ARM shares to the ARM Trust was not recognized as a sale under
either IFRS or U.S. GAAP, the Group designated the investment in ARM at fair value through
profit and loss under IFRS. This had the impact of effectively offsetting gains from an
increase in value of the shares against the financial liability arising from the fact that
the upside on such shares legally belonged to the beneficiaries of the ARM Trust. U.S. GAAP
did not, at the time, permit the designation of a financial asset at fair value through
profit or loss and the Group therefore continued to account for the investment as
“available-for sale” with gains and losses arising from changes in the fair value of the
shares excluded from earnings and included as a separate component of stockholders’ equity.
In turn, under U.S. GAAP only, the Group recorded a derivative financial liability in respect
of the increase in fair value of the shares through profit and loss to reflect the fact that
the upside on appreciation of the ARM shares legally belonged to the intended beneficiaries
of the ARM Trust. The adjustment has no impact on shareholders’ equity.

i) Other reconciling items

There are a number of other miscellaneous adjustments that are required to reconcile the U.S.
GAAP net profit / loss and equity to IFRS which individually are not significant and
therefore have been presented in aggregate.

* * *

5

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    Hogan & Hartson

Juxon House

100 St Paul’s Churchyard

London EC4M 8BU

United Kingdom

+44.20.7367.0200 Tel

+44.20.7367.0220 Fax

98940 Cheapside 2 DX

    April 28, 2009

    www.hhlaw.com

Julie A. Lasso

+44 (0) 20 7367 0262

jalasso@hhlaw.com

Mark Wojciechowski

U.S. Securities and Exchange Commission

Division of Corporation Finance — Office of Natural Resources

100 F. Street N.E.

Washington, DC 20549-7010

    Re:

    Harmony Gold Mining Company Limited
Form
20-F for the year ended June 30, 2008
Filed October
29, 2008
Comment Letter dated March 30, 2009

Dear Mr. Wojciechowski,

     We are in receipt of your letter of March 30, 2009 to our client Harmony Gold Mining Company
Limited (the “Company”) asking that the Company respond to your inquiry within 10 business days or
inform you of when the Company will provide you a response. As discussed, because the Company is in
the midst of its quarterly report preparation which is followed by the interim audit, the Company
will be able to provide a response on or before May 25, 2009. Thank you for your cooperation.

    Kind regards

    /s/ Julie A. Lasso

    Julie A. Lasso

    cc:

    Jill S. Davis

Frank Abbott

Marian van der Walt

Michelle Kriel

Hogan & Hartson is a multi-national partnership of solicitors and registered foreign lawyers regulated by the Solicitors Regulation Authority,

A list of Partners is available for inspection at the above address.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        June 12, 2008

By U.S. Mail and facsimile

Mr. Frank Abbott
Finance Director
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, 2007
Filed December 7, 2007
Response Letter Dated May 15, 2008
File No. 1-31545

Dear Mr. Abbott:

We have completed our review of your Form 20-F and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        H .  R o g e r  S c h w a l l
        A s s i s t a n t  D i r e c t o r

Cc: K. Stertzel
      J. Davis
      K. Schuler
      D. Levy

CORRESP
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CORRESP LETTER

May 15, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F STREET, NE

WASHINGTON, D.C.

20549

BY EDGAR AND MESSENGER

    FOR ATTENTION:

    H ROGER SCHWALL, ASSISTANT DIRECTOR

DIVISION OF CORPORATION FINANCE

Dear Sir,

REPLY TO REVIEW LETTER DATED MARCH 5, 2008

Reference is made to the Staff’s comment letter dated April 25, 2008 in respect of the Harmony Gold
Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2007. Set forth below
in detail are the responses to the Staff’s comments, which have been provided in each case
following the text of the comment in the Staff letter:

Operating and Financial Review and Prospects, page 112

    1.

    We note your response to our prior comment 3 and reissue it in part.

    •

    In regard to your response to the first bullet, we note that you state that you are
unable to provide a specific amount of the estimated costs related to HDSA
participation. Please confirm that in all future filings you will disclose these
costs when known, if material.

    Response: The Company acknowledges the Staff’s comment and confirms that it will
disclose costs related to HDSA participation when known and if material in future
filings.

    Directors:

    PT Motsepe* (Chairman), GP Briggs (Chief Executive), F Abbott (Interim Financial
Director), JA Chissano*#, FFT De Buck*, Dr CM Diarra*##, KV Dicks*, Dr DS
Lushaba*, C Markus*, M Motloba*, CML Savage*, AJ Wilkens*
*Non-Executive;  #Mozambican; *##US/Mali Citizen

    Secretary:

    MP van der Walt

Registration Number: 1950/038232/06

    •

    In regard to your response to the fourth bullet, please discuss the impact on your
operations and operating results, both if CONOPS works at a mine, and if it does not
and has to be abandoned.

    Response: We have a CONOPS task team comprised of a mining engineer, 2 production
engineers, a financial manager and a human resource manager, which studies the
success of CONOPS at each mine and reports to both Chief Operating Officers. After
the CONOPS task team completes its due diligence study at each operation, it makes a
determination as to the success of the CONOPS operation. Overall, it was concluded
that CONOPS was unsuccessful at most of the Harmony operations where it was
implemented. The level of success in each case was measured against criteria that
included the percentage production increase, if any, the percentage decrease in unit
cost (R/ton) and the safety record at the mine. The success rate of achieving the
original envisaged benefits from CONOPS varied between the different operations. Based
on the performance before and after the implementation of CONOPS, a decision was
taken to either continue or discontinue CONOPS at an operation. In cases where CONOPS
was abandoned, the operations generally continued on the same or marginally lower
production levels, while total working costs normally decreased as a result of lower
labour cost due to withdrawal from paying CONOPS allowances over a three month period
and in some cases the reduction of labour. At operations where the decision was taken
to abandon CONOPS because of production and unit cost reasons, profitability has
improved.

    •

    In regard to your response to the fifth bullet, discuss the impact declining
workforce productivity will have on your operating results.

    Response: The decline in productivity has been one of the challenges facing the SA
gold industry for a number of years. This decline of productivity in Harmony mainly
came as a result of an aging workforce, the health of the workforce that has been
negatively impacted by HIV/Aids, increased working distances from shafts and aging
infrastructure. Harmony reacted to these challenges through various initiatives
including the “Healthy workforce” drive, the VCT campaign (voluntary testing and
counselling), upgrade of rail bound equipment and track work and other improvement
projects. Although these initiatives are in place to mitigate the effect of a
declining labour productivity, there may continue to be a negative impact on
production and unit costs. The impact will be reported by the company, if material.

    •

    In regard to your response to the sixth bullet, discuss in the amended 20-F the
industry concerns over the reliability of the electricity supply and how this may
impact your results in the future. Confirm that in all future filings you will
estimate how long you expect to receive only 90% of your electricity needs, and
discuss the impact the resulting decline in production will have on your operations
and operating results.

    Response: Harmony respectfully submits that it does not operate with only 90% of its
required power, but at 90% of what was previously used. Harmony therefore operates at
100% of its revised electricity needs. We have had consistent electricity supply since
the beginning of February 2008. Gold production will only be negatively affected at
two of our mines, the Evander 7 shaft and Bambanani mine. At both these mines it was
decided to stop production from low grade production areas due to low profitability
and also due to high electricity consumption. The closing of these areas assisted to
reduce electricity consumption to 90%. Moreover, efficiency projects at other
operations further assisted in improving electricity consumption and shifting load to
off peak periods.

    Harmony applied to Eskom to give it clarity on the amount of electricity available to
Harmony in the future mainly in respect of project operations and future new projects.
Discussions remain ongoing with Eskom in order to reach an

2

    agreement. Harmony is also investigating co-generating projects to ensure guaranteed
supply of electricity to its mines in the future.

Engineering Comments

    2.

    We note your response to our comment 11 in which you state that the reserve estimates
for the Golpu and Evander South projects are supported by nearby mining operations,
engineering studies, and other evaluations. Supplementally provide the Competent Persons
Report (CPR) and the pre-feasibility study for the Golpu project.

    To minimize the transfer of paper, please provide the requested information on a CD,
formatted as Adobe PDF files and provide the name and phone number for a technical
person our engineer may call, if he has technical questions about your reserves.

    In the event your company desires the return of the supplemental material, please make
a written request with the letter of transmittal and include a pre-paid, pre-addressed
shipping label to facilitate the return of the supplemental information. Please note
that you may request the return of this information pursuant to the provisions of Rule
418(b).

      Response: Enclosed is a CD containing the CPR and pre-feasibility study for the Golpu
project. Should you have any technical questions, please contact:

    Mr Greg Job

Phone: +61 7 3320 3781 (Direct)

Fax: +61 7 3320 3740

Mobile: +61 417 172 387

Email greg.job@harmonyseasia.com

    Kindly return the CD in the shipping label enclosed to:

    Ms Julie Lasso

Hogan & Hartson

Juxon House 100, St Paul’s Churchyard, London EC4M 8BU

Yours faithfully

/s/ F
Abbott

F Abbott

Chief Financial Officer

    Cc:

    K Stertzel

    J Davis

    K Schuler

    D Levy

3

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    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 2070

W www.harmony.co.za

    NYSE and NASDAQ

trading symbol HMY

    JSE trading symbol HAR

March 28, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F STREET, NE

WASHINGTON, D.C.

20549

BY EDGAR

    FOR ATTENTION:

    H ROGER SCHWALL, ASSISTANT DIRECTOR

DIVISION OF CORPORATION FINANCE

    Re:

    Harmony Gold Mining Company Limited

Form 20-F for Fiscal Year Ended June 30, 2007

Filed December 7, 2007

File No. 1-31545

Dear Sir:

Reference is made to the Staff’s comment letter dated February 29, 2008 in respect of the Harmony
Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2007. Set forth
below in detail are the responses to the Staff’s comments, which have been provided in each case
following the text of the comment in the Staff letter:

Information on the Company

Disposals, page 27

    1.

    We note here and elsewhere in your document that you discuss certain transactions using
currencies other than the U.S. dollar. Please modify your document to include the U.S. dollar
equivalent amount in addition to the currency presented.

    Response: The Company acknowledges the Staff’s comment and proposes to amend the 20-F to
include the U.S. dollar equivalent amounts in addition to the foreign currency amount
throughout Item 4 and other sections of the Annual Report.

    Directors:

    PT Motsepe* (Chairman), GP Briggs (Chief Executive), F Abbott (Interim Financial
Director), JA Chissano*#, FFT De Buck*, Dr CM Diarra*##, KV Dicks*, Dr
DS Lushaba*, C Markus*, M Motloba*, CML Savage*, AJ Wilkens**Non-Executive;
#Mozambican; *##US/Mali Citizen

    Secretary:

    MP van der Walt

Registration Number: 1950/038232/06

Worldwide Operations

South African Operations

Masimong Shaft Complex, page 58

    2.

    We note your presentation by mine that includes an amount of cash profit and the amount of
Capex for each year presented. We further note that in several instances the amount of Capex
incurred for the mine per year exceeds the amount of cash profit or loss recognized in those
same years. For several of your mines, this pattern appears to exist for all years
presented. Please tell us if you have evaluated these mines for impairment and why you don’t
believe they are impaired.

    Response: FAS 144 requires an impairment test to be performed when circumstances indicate
that an asset’s carrying value may not be recoverable, typically when an impairment trigger
is identified. In addition to this GAAP requirement and as a matter of internal policy,
the Company tests each mine for impairment on an annual basis. As a part of this annual
impairment testing process, the Company evaluated the Masimong shaft complex as well the
others where the Staff has noted that the cash operating profit (or loss) was lower than
capital expenditures. These impairment evaluations indicated that the fair value of each
mine was greater than the carrying value and therefore no impairment charges were recorded.

    On a supplemental basis, the Company wishes to advise the Staff that the Company does not
believe that the circumstance of capital expenditures exceeding cash operating profit (or
loss) is necessarily an impairment trigger. At the Company’s underground operations in
particular, where the life-of-mine can extend up to 20 years, substantial capital
expenditures are often expected/planned for in early periods. Additionally, cash operating
profit may be lower than capital expenditures in periods where substantial capital projects
are underway. Using the particulars of the Masimong shaft complex as an example, the
Company notes that the life-of-mine plan extends over 14 years and includes an expectation
that capital expenditures will continue to exceed cash operating profit for the next 2
years. During the periods presented on page 58 of the Form 20-F, specific projects were
undertaken to expand the mining area and upgrade the rail bound equipment thereby
increasing the life-of-mine.

Operating and Financial Review and Prospects, page 112

General

    3.

    Expand your discussion throughout this section to discuss fully the causes of material
changes to your financial results. We note the discussion of your results in your 2007 Annual
Report posted on your website which contains details not found in this section of the 20-F.
The purpose of this section in the 20-F is to provide management’s explanation of factors that
have affected your financial condition and results of operations and management’s assessment
of factors and trends which are anticipated to have a material effect on your financial
condition and results of operations in future periods. Refer to Item 5 of Form 20-F. As
examples only, we note the following:

    •

    Discuss and quantify the impact of the mining industry’s commitment to secure
financing to fund participation of historically disadvantaged South Africans in
mining assets will have on your operations and liquidity.

2

    •

    Discuss and quantify the impact the royalty payments to be required under the
MPRDA beginning in 2009 will have on your future operations.

    •

    We note the statement on page 6 of your Annual Report that you are likely to
produce marginally less gold in FY2008 but it should be of higher quality, which
will benefit your bottom line. Discuss the impact these known trends will have
on your operation in the Form 20-F.

    •

    We note the statement on page 11 of your Annual Report that the issue of most
concern during FY2007 was operating costs specifically in consumables and
supervisory labour. We also note that you state that implementation of the
CONOPS project has not been as successful as you had originally hoped and that
this project has high upfront costs. Given these issues, expand your discussion
in the Form 20-F to state whether these trends are expected to continue and, if
so, quantify their impact on your results.

    •

    We note the statement on page 16 of your Annual Report that challenges you
faced in FY2007 included underperformance of your recovered grade and declining
workforce productivity. Discuss the impact these known trends will have on your
operation in the Form 20-F.

    •

    We note that the unreliability of the electricity supply in South Africa has
been of a general concern to the mining industry for some time. Discuss this
trend and quantify its potential impact on your operations and operating results.

Response: The Company acknowledges the Staff’s comment and proposes to amend its 2007 20-F
to address the specific examples noted by the Staff as set out below. The Company will
endeavor to expand its discussion throughout this Item 5 more fully in future filings.

Financing to fund participation of historically disadvantaged South Africans in mining
assets

Harmony has been granted all of its mining licenses under the Minerals and Petroleum
Resources Development Act. We have therefore already incurred
expenses relating to HDSA participation. We believe the biggest challenge will lie in
maintaining these licenses, as we will have a responsibility in respect of human resource
development, procurement and local economic development. We are unable, however, to
provide a specific amount of what the estimated cost of compliance will be but we will
continue to monitor these costs on an ongoing basis.

Royalty Bill

The Mineral and Petroleum Resource Development Act (MPRDA) also makes reference to
royalties being payable to the South African state in terms of the envisaged Mining and
Petroleum Royalty Act which has not yet been finalized. The third draft of the Mineral and
Petroleum Resources Royalty Bill was published on December 6, 2007 and provides for the
payment of a royalty according to a formula based on earnings before interest, tax and
depreciation. This rate is then applied to revenue to calculate the royalty amount due. It
is estimated that the formula could

3

translate to a royalty rate of more than 4 percent of gross sales in terms of current
pricing assumptions. The latest proposal results in a large increase from the 1.5 percent
rate proposed in the second draft in 2006. The payment of royalties is currently scheduled
to begin on May 1, 2009, if the Bill is passed by Parliament in its current form. The
Company, together with its peers, has made a presentation regarding the third draft to the
Portfolio Committee of Finance on March 19, 2008. Further discussions with National
Treasury will be held in the near future.

Quality ounces (bullets 3 and 5)

Due to the fact that the new mines are expected to start producing high volumes of ore, due
to better economics of scale, at higher grades, we expect that cash operating costs in
dollar per ounce terms will be reduced This will be dependent on the Company achieving its
operational plans. The higher grade is expected to balance the decrease in volume, ensuring
that there is consistency in the ounces produced, with an increase expected in revenue due
to the increase in the gold price, as per the Company’s long term view on the various
factors influencing the Rand gold price.

Costs and CONOPS

Costs

In order to better control our costs, we have reinstated monthly reviews to ensure that
stringent cost control measures are in place and enforced. This will assist the Company to
monitor and reduce consumable stores.

The Company reassessed its labor force and implemented several measures to reduce labor
costs. These measures included reducing our labor force by terminating the agreements of contractors and offering
voluntary severance packages to employees.

CONOPS

A task team was established to investigate the detailed working of this concept on a
shaft by-shaft basis. During the December quarter, the internal due diligences on the
effectiveness of the CONOPS method were completed at the Tshepong, Elandsrand, Masimong,
Evander 8 and Winkelhaak shafts, as well as Cooke 2 operations. These operations and Target
are the only Harmony shafts that operate on CONOPS. The review revealed that CONOPS was not
an effective mining method at Masimong and it has subsequently been terminated and the
majority of the workforce transferred to Phakisa. CONOPS will be reviewed continually and
it is our intention to phase out CONOPS at those operations that do not deliver on our
objectives. Despite our efforts to contain the costs, there may be an increase due to
factors outside of our control.

Eskom

On January 24, 2008, ESKOM advised Harmony that it would be interrupting the power supply
to the Company’s South African operations. As the safety of the miners could not be
guaranteed, mining was halted for four days, after which shafts operated at between 60% -
80% of capacity. A meeting between ESKOM and its industrial consumers was held on January
29, 2008, whereby ESKOM committed to supplying 90% of the Company’s electricity usage. This came into effect on February 1, 2008. Management is
restructuring operating processes in order to gain the most effective and efficient use of
the electricity allotted. In the light of Eskom’s electricity supply disruptions and with
mines operating only at 90% of Harmony’s previous power supply, the Company’s production
for the March 2008 quarter will decrease. However, Harmony’s Management continues to have
discussions with Eskom and are dealing with the power allocated to our shafts

4

responsibly. We are devising new strategies on optimizing operations to produce 90% of
previous electricity usage to ensure that we deliver in line with our strategic plans.

Liquidity and Capital Resources, page 177

    4.

    Expand your discussion in this section to specifically discuss the impacts that known trends
will have on your future liquidity. As an example only, we note your discussion in page 12 of
the Annual Report of the planned capital expenditures for your Growth projects, most notably
the Hidden Valley project. We note your statement that these projects will require a great
deal of capital over the next 2-3 years and “given the current cash position of the company we
are reevaluating the planned capital expenditure”. We also note the discussion on page 141
regarding your anticipated financing needs that does not discuss this concern. Expand your
discussion in the 20-F to address this concern and its impact on future results if you must
scale back planned expenditures.

    Response: The Company acknowledges the Staff’s comment and proposes that the discussion be
expanded in our amended Form 20-Fas follows, with the additions italicized:

               Working Capital and Anticipated Financing Needs

     The Board believes that Harmony’s working capital resources, by way of cash
generated from operations and existing cash on hand, are sufficient to meet
Harmony’s present working capital needs. Several of the Growth projects will
require a great deal of capital expenditure over the next two to three years, and
given the current cash position, the Company is re-evaluating the planned capital
expenditure, together with project timelines. Additional funding options are being
investigated, including debt raising and the disposal of certain assets, such as
the Cooke uranium dump. Establishing a joint venture partnership for the Hidden
Valley project is also a consideration that is being investigated. Should a
decision be taken to reduce or cease capital expenditure on one or more of the
projects, the effect would be to delay the start of production, and therefore the
associated revenue stream.
For more information on Harmony’s planned capital expenditures, see “ — Capital
Expenditures” above and Item 4. “Information on the Company — Business —
Harmony’s Mining Operations.” Harmony may, in the future, explore debt and/or
equity financing in connection with its acquisition strategy and/or major capital
projects. See Item 3. “Key Information — Risk Factors — Harmony’s strategy
depends on its ability to make additional acquisitions.”

Report of Independent Registered Public Accounting Firm, page F-2

    5.

    Please provide an audit opinion that identifies the office location of the firm.

    Response: The Company acknowledges the Staff’s comment and will include “Johannesburg,
Republic of South Africa” before the audit opinion date in its amended Form 20-F.

Note 2 — Accounting Policies

Note (n) — Property, Plant and Equipment, page F-14

    6.

    We note your policy is to capitalize costs incurred to further delineate an ore body. We
note in your policy regarding exploration costs that such costs are expensed as incurred.
Please explain these two policy disclosures for us, including how costs incurred to further
delineate an ore body are different from exploration costs.

5

    Response: The Company wishes to advise the Staff that costs incurred for the purpose of
upgrading indicated and inferred resources, or converting measured and indicated resources
to proven and probable reserves, including drilling and analysis costs at locations that
are either in the production or development stage, represent exploration costs and are
expensed as incurred.

    When it has been determined that a property can be economically developed as a result of
establishing proven and probable reserves, costs incurred prospectively to develop the
property are capitalized as mine development costs. These costs include the costs of
precision drilling to further delineate an ore body in locations where proven and probable
reserves have been established (such as those incurred to establish the exact position and
displacement of known geological structures as well as the position of known
sedimentological features). Therefore, unlike exploration costs, whic

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 27, 2007

Ms. Nomfundo Vuyiswa Lila Qangule
Chief Financial Officer
Harmony Gold Mining Company Limited
Suite No. 1
Private Bag X1
Melrose Arch, 2076 South Africa

 Re: Harmony Gold Mining Company Limited
  Form 20-F for Fiscal Year Ended June 30, 2006
Filed October 31, 2006
File No. 001-31545

Dear Ms. Qangule:

We have completed our review of your Form 20-F and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

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    HARMONY GOLD MINING COMPANY LIMITED

    First Floor 4 The High Street

    Suite No 1 Private Bag X1

    T +27 11 684 0140

    Melrose Arch Melrose North

    Melrose Arch 2076

    F +27 11 684 0188

    NYSE and NASDAQ

    2196 Johannesburg

    Johannesburg South Africa

    W www.harmony.co.za

    trading symbol HMY

    JSE trading symbol HAR

29 June 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F STREET, NE

WASHINGTON, D.C.

2059-7410

BY EDGAR

FOR ATTENTION: JILL DAVIS, BRANCH CHIEF

Dear Sir,

REPLY TO REVIEW LETTER DATED 14 JUNE 2007

Reference is made to the Staff’s comment letter dated June 14, 2007 in respect of the Harmony
Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2006. Set forth
below in detail are the responses to the Staff’s comments, which have been provided in each case
following the text of the comment in the Staff letter:

Form 20- F for Fiscal Year Ended June 30, 2006

2 Accounting Policies, page F-7

(m) Property, Plant and Equipment, page F-11

Mining assets

    1.

    Please tell us and disclose your accounting policy for stripping costs when multiple pits
exists with in a mining complex that share common infrastructure and processing equipment and
a common ore body. Specifically, address your accounting for stripping costs associated with
the initial overburden removal of newly created pits that are with in close proximity or
adjacent to producing pits.

    Response: The Company wishes to advise the Staff, consistent with its disclosures in its 2006
Annual Report on Form 20-F, that during fiscal 2006, only approximately 4.9% and 3.7% of its
total gold production came from its surface operations in South Africa and Australia,
respectively. Approximately 3% came of the Company’s total gold production came from the
Company’s Kalgold single open pit gold mine near Mafikeng in the North West Province of South
Africa. The Company’s remaining surface operations in South Africa (representing
approximately 1.9% of its total gold production) include the recovery of gold from areas
previously involved in mining and processing, such as metallurgical plants, waste rock dumps
and tailings dams (slimes and sand). The Company’s surface operations in Australia
(representing only 3.7% of the Company’s total gold production) have an average life-of-mine
of less than one year.

    The issue of accounting for stripping costs associated with the initial overburden removal of
newly created pits that are within close proximity or adjacent to producing

 2

    pits has therefore only been applicable to the Company in certain limited circumstances in
Australia, which does not materially impact the Company’s financial statements due to the
short life-of-mine. However, in determining whether those costs would be capitalized as part
of mine development costs, or expensed as part of stripping costs incurred during the
production phase of a mine, the Company would perform an analysis to determine whether the
newly created pit would constitute a “mine” in accordance with the response to the Staff’s
second comment below. If the new pit is considered to be a separate “mine”, the costs would
be capitalized as part of mine development costs prior to the extraction of more than a de
minimis amount of saleable material from the new pit. Stripping costs incurred after the
extraction of more than a de minimis amount of saleable material will be considered to be a
variable production cost. If the new pit is not considered to be a separate “mine”, all
stripping costs would be considered to be stripping costs incurred during the production
phase of a mine in accordance with EITF 04-6.

    2.

    We note from your disclosure on page F-17 that you adopted EITF 04-6 on July 1, 2005. Please
tell us how you define a “mine” for the purpose of determining the commencement of the
production stage and also for the purpose of accounting for stripping costs.

    Response: The Company acknowledges the Staff’s comment and wishes to advise the Staff on a
supplemental basis that, for its surface gold mining operations, it generally considers
workings of separate geological structures/mineral deposits to be separate “mines” for the
purpose of determining the commencement of the production stage and also for the purpose of
accounting for stripping costs. To determine whether separate workings of a common geological
structure/mineral deposit are, in effect, related to a new “mine”, the Company will generally
consider the following factors:

    •

    Whether separate and distinct areas of mining operations are contemplated by the mine
development plans;

    •

    Whether the expenditures most appropriately could be characterized as being related
to the enlargement of an existing mining operation, or the commencement of a new area of
operations separate and distinct from the Company’s existing surface mines;

    •

    The extent to which expenditures for tangible property (such as new ore haul roads
and the installation of new conveyor systems) will be required as part of the
development; and

    •

    Whether the expenditures are required due to an obstacle present in the existing ore
body such as a fissure or other geological abnormality.

    The Company acknowledges that the analysis as to whether separate workings of a common
geological structure/mineral deposit are, in effect, related to a new “mine”, requires
judgement and will consider expanding its accounting policies and critical accounting
policies in future filings to the extent that these judgements also represent material
judgements. However, for the periods presented in the Company’s 2006 Annual Report on Form
20-F, the Company does not consider this to be a material judgement, due to the limited
applicability in those years.

    3.

    Please tell us and disclose your accounting policy for costs incurred associated with
upgrading or converting measured, indicated and inferred resources to probable reserves
including drilling and analysis costs at locations that are either in production or
development stage.

    Response: The Company wishes to advise the Staff that costs incurred associated with
upgrading indicated and inferred resources or converting measured and indicated resources to
proven and probable reserves, including drilling and analysis costs at locations that are
either in production or development stage, are expensed as incurred in accordance with the
Company’s accounting policy relating to exploration costs, as described on page F-11 of its
2006 Annual Report on Form 20-F. The Company will clarify its policy in future filings.

3

    4.

    In addition, please clarify your accounting for drilling and study costs incurred beyond the
boundaries of your inferred resources at properties that are either in the production or
development stage.

    Response: The Company wishes to advise the Staff that drilling and study costs incurred
beyond the boundaries of our inferred resources at properties that are either in the
production or development stage, and prior to the establishment of a final (bankable)
feasibility study are expensed as incurred in accordance with the Company’s accounting policy
relating to exploration costs, as described on page F-11 of its 2006 Annual Report on Form
20-F.

38 Geographical and Segment Information, F-56

    5.

    We note from your response to prior comment number eight that you have “reconciled the
segment data (segment revenue, production costs, total assets and total liabilities) to [your]
consolidated financial statements, with an aggregate reconciling adjustment.” We further note
your proposal to provide quantitative disclosure of the reconciling adjustments, on a
disaggregated basis, in the future filings. Please tell us how your current and/ or future
segment disclosures complies with paragraph 32(b) of FAS 131, which also requires a
reconciliation of the total of the reportable segments’ measures of profit or loss to the
consolidated income before income taxes, extraordinary items, discontinued operations, and the
cumulative effect of changes in accounting principles.

    Response: The Company acknowledges the Staff’s comment and wishes to advise the Staff on a
supplemental basis of the following breakdowns of the reconciling items for Revenue,
Production costs, Total assets and Total liabilities. The Company will revise its future
filings to also incorporate these quantitative disclosures in addition to the discussion of
differences already included in its geographical and segment information. The Company will
also expand its disclosures to clarify that cash operating profit / (loss) (representing
revenue less production costs which have both been separately reconciled), represents its
reportable segments’ measure of profit or loss, which can then be reconciled to consolidated
income before income taxes, extraordinary items, discontinued operations, and the cumulative
effect of changes in accounting principles as set out below.

    2006

    2005

    2004

    $’000

    $’000

    $’000

    Revenue

    Reversal of proportionate consolidation (a)

    —

    —

    (54,097
    )

    Other items

    —

    —

    18,123

    —

    —

    (35,974
    )

    2006

    2005

    2004

    $’000

    $’000

    $’000

    Production costs

    Reversal of proportionate consolidation (a).

    2,967

    —

    (35,963
    )

    Depreciation and amortization expense
(excluding depreciation on non-mining
assets) (b)

    159,433

    145,325

    136,729

    Share-based compensation (b)

    17,055

    15,618

    9,446

    Corporate costs and decrease in
rehabilitation costs (b)

    18,735

    16,155

    (3,646
    )

    Other items

    2,757

    (3,403
    )

    22,415

    200,947

    173,695

    128,981

4

    2006

    2005

    2004

    $’000

    $’000

    $’000

    Reconciliation of cash operating profit to
consolidated loss before income taxes, equity
income of joint venture, equity (loss)/income
of associated companies, impairment of
investment in associate and the cumulative
effect of change in accounting principle:

    Total segment revenue

    1,263,333

    1,265,200

    1,276,313

    Total segment production costs

    (1,034,052
    )

    (1,124,742
    )

    (1,104,790
    )

    Cash operating profit

    229,281

    140,458

    171,523

    Reversal of proportionate consolidation (a)

    (2,967
    )

    —

    (18,134
    )

    Depreciation and amortization expense
(excluding depreciation on non-mining assets)
(b)

    (159,433
    )

    (145,325
    )

    (136,729
    )

    Share-based compensation (b)

    (17,055
    )

    (15,618
    )

    (9,446
    )

    Corporate costs and decrease in rehabilitation
costs (b)

    (18,735
    )

    (16,155
    )

    3,646

    Other items

    (2,757
    )

    3,403

    (4,292
    )

    28,334

    (33,237
    )

    6,568

    Depreciation and amortization expense on
non-mining assets

    (6,687
    )

    (6,642
    )

    (3,100
    )

    Impairment of assets

    (15,951
    )

    (243,124
    )

    (3,145
    )

    Employment termination and restructuring costs

    12,289

    (73,215
    )

    (31,668
    )

    Care and maintenance cost of restructured shafts

    (27,387
    )

    (29,975
    )

    —

    Exploration expenditure

    (16,803
    )

    (11,676
    )

    (15,810
    )

    Marketing and new business expenditure

    (9,171
    )

    (15,310
    )

    (12,533
    )

    Post retirement benefits expense

    (1,175
    )

    (9,137
    )

    —

    Operating loss

    (36,551
    )

    (422,316
    )

    (59,688
    )

    Total other (expenses)/income

    (107,577
    )

    (219,044
    )

    16,165

    Loss before income taxes, equity income of
joint venture, equity (loss)/income of
associated companies, impairment of investment
in associate and the cumulative effect of
change in accounting principle

    (144,128
    )

    (641,360
    )

    (43,523
    )

    2006

    2005

    2004

    $’000

    $’000

    $’000

    Total assets

    Reversal of proportionate consolidation (a)

    (1,155
    )

    —

    —

    Exploration costs (c)

    (10,577
    )

    (11,367
    )

    (12,224
    )

    Business combinations — goodwill (d)

    14,605

    15,696

    16,804

    Business combinations — acquisition date (e)

    (284,274
    )

    (305,509
    )

    (327,070
    )

    Business combinations — purchase price (f)

    78,544

    85,906

    93,925

    Impairment of assets (g)

    (76,421
    )

    (32,022
    )

    (40,777
    )

    Provision for environmental rehabilitation (h)

    10,881

    11,330

    14,070

    Deferred taxation (i)

    (133,578
    )

    (133,076
    )

    71,132

    Borrowings (j)

    3,605

    5,733

    8,096

    Transfer of ARM shares to ARM Trust (k)

    61,358

    18,858

    —

    Other items

    32,381

    9,386

    (24,214
    )

    (304,632
    )

    (335,065
    )

    (200,257
    )

    2006

    2005

    2004

    $’000

    $’000

    $’000

    Total liabilities

    Reversal of proportionate consolidation (a)

    (1,154
    )

    —

    —

    Business combinations — purchase price (f)

    56,033

    61,556

    67,479

    Impairment of assets (g)

    (19,499
    )

    (10,977
    )

    (11,435
    )

    Provision for environmental rehabilitation (h)

    (5,940
    )

    (2,313
    )

    2,110

    Deferred taxation (i)

    (133,578
    )

    (133,076
    )

    71,132

    Borrowings (j)

    28,294

    40,432

    53,863

    Transfer of ARM shares to ARM Trust (k)

    61,358

    18,858

    —

    Other items

    22,918

    28,244

    1,651

    8,432

    2,724

    184,800

5

a) Reversal of proportionate consolidation

For management reporting purposes, the Company accounts for its investments in joint ventures using
the proportional consolidation method. Under U.S. GAAP, the equity method of accounting is applied
in accounting for all incorporated joint ventures.

b) Difference in calculation of production costs

Production costs for management reporting purposes excludes depreciation and amortization of mining
assets, share-based compensation, certain corporate costs and decrease in rehabilitation costs.
Under U.S. GAAP, all these items would be included in production costs. The items appearing in the
reconciliation of production costs in the table above includes the impact of the other differences
between IFRS and U.S. GAAP, such as those relating to exploration costs, business combinations and
provision for environmental rehabilitation, discussed further below.

c) Exploration costs

For management reporting purposes, certain exploration costs are capitalized. U.S. GAAP does not
permit the capitalization of exploration and evaluation expenditure prior to the establishment of a
bankable feasibility study.

d) Business combinations — goodwill

For management reporting purposes, prior to 2004, goodwill was amortized using the straight-line
method over the estimated life of the underlying asset. Under U.S. GAAP, goodwill is not subject to
amortization. Instead, the Company evaluates, on at least an annual basis, the carrying amount of
goodwill to determine whether current events and circumstances indicate that such carrying amount
may no longer be recoverable. From July 1, 2004, this treatment is in line with management’s
reporting.

e) Business combinations — acquisition date

For management reporting purposes, the Free Gold Company results have been included from the date
upon which the Company assumed joint operational control of the assets together with the seller.
Under U.S. GAAP, the Company accounts for its interest in the Free Gold Company from the date that
all the conditions precedent to the transaction were met, and the assets were n

CORRESP
1
filename1.htm

corresp

    HARMONY GOLD MINING COMPANY LIMITED

    First Floor 4 The High Street

    Suite No 1 Private Bag X1

    T +27 11 684 0140

    NYSE and NASDAQ
trading symbol HMY

    Melrose Arch Melrose North

    Melrose Arch 2076

    F +27 11 684 0188

    2196 Johannesburg

    Johannesburg South Africa

    W www.harmony.co.za

    JSE trading symbol HAR

22 June 2007

Jennifer Goeken

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington,

D.C. 20549-7410

Via EDGAR

Dear Ms Goeken,

    Re:

    Review of 20-F for Harmony Gold Mining Company Limited (the “Company”) for the fiscal year ended June 30, 2006

Reference is made to the comment letter to the Company dated June 14, 2007 (the “June Comment
Letter”), which was sent by fax to the Company on that date.

The Company is in the process of reviewing and preparing responses to the June Comment Letter and
will make every effort to respond in a timely manner, however, it will need to consult with its
accounting advisers. Accordingly, the Company expects to complete its response to the June Comment
Letter by June 29, 2007. Thank you for your consideration.

Yours sincerely

Marian van der Walt

Company Secretary

Harmony Gold Mining Company

    cc:

    Ms. Nomfundo Vuyiswa Lila Qangule
Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        June 14, 2007

Ms. Nomfundo Vuyiswa Lila Qangule
Chief Financial Officer
Harmony Gold Mining Company Limited
Suite No. 1
Private Bag X1
Melrose Arch, 2076 South Africa

 Re: Harmony Gold Mining Company Limited
  Form 20-F for Fiscal Year Ended June 30, 2006
Filed October 31, 2006
Response Letter Dated May 18, 2007
  File No. 001-31545

Dear Ms. Qangule:

We have reviewed your response letter and have the following comments.  We
have limited our review of your filings to those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 20-F for the Fiscal Year Ended June 30, 2006

2 Accounting Policies, page F-7

(m) Property, Plant and Equipment, page F-11

(i) Mining assets

1. Please tell us and disclose your accounting policy for stripping costs when multiple pits exist within a mining complex that share common infrastructure and processing equipment and a common ore body.  Specifically, address your

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
June 14, 2007 Page 2

accounting for stripping costs associated with the initial overburden removal of newly created pits that are within close proximity or adjacent to producing pits.

2. We note from your disclosure on page F-17 that you adopted EITF 04-6 on July 1, 2005.  Please tell us and disclose how you define a “mine” for the purposes of determining the commencement of the production stage and also for the purpose of accounting for stripping costs.

3. Please tell us and disclose your accounting policy for costs incurred associated with upgrading or converting measured, indicated and inferred resources to probable reserves including drilling and analysis costs at locations that are either in the production or development stage.

4. In addition, please clarify your accounting for drilling and study costs incurred beyond the boundaries of your inferred resources at properties that are either in the production or development stage.

38 Geographical and Segment Information, page F-56

5. We note from your response to prior comment number eight that you have “reconciled the segment data (segment revenue, production costs, total assets and total liabilities) to [your] consolidated financial statements, with an aggregate reconciling adjustment.”  We further note your proposal to provide quantitative disclosure of the reconciling adjustments, on a disaggregated basis, in future filings.  Please tell us how your current and/or future segment disclosure complies with paragraph 32(b) of FAS 131, which also requires a reconciliation of the total of the reportable segments’ measures of profit or loss to the consolidated income before income taxes, extraordinary items, discontinued operations, and the cumulative effect of changes in accounting principles.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Jennifer Goeken at (202) 551-3721 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
June 14, 2007 Page 3

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

    HARMONY GOLD MINING COMPANY LIMITED

    First Floor 4 The High Street

    Suite No 1 Private Bag X1

    T +27 11 684 0140

    Melrose Arch Melrose North

    Melrose Arch 2076

    F +27 11 684 0188

    NYSE and NASDAQ

    2196 Johannesburg

    Johannesburg South Africa

    W  www.harmony.co.za

    trading symbol HMY

    JSE trading symbol HAR

18 May 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F STREET, NE

WASHINGTON, D.C.

2059-7410

BY EDGAR

    FOR ATTENTION:

    H. ROGER SCHWALL, ASSISTANT DIRECTOR

DIVISION OF CORPORATION FINANCE

Dear Sir,

REPLY TO REVIEW LETTER DATED 18 APRIL 2007

Reference is made to the Staff’s comment letter dated April 18, 2007 in respect of the Harmony
Gold Mining Company Limited (the “Company”) Form 20-F for the year ended June 30, 2006. Set forth
below in detail are the responses to the Staff’s comments, which have been provided in each case
following the text of the comment in the Staff letter:

Information on the Company, page 19

Year-on-year reconciliation of Harmony’s ore reserves, page 38

    1.

    We note your statement that you use “the South African code for the reporting of Exploration
Results, Mineral Resources and Ore Reserves (the SAMREC Code), which sets out internationally
recognized procedures and standards for reporting of mineral resources and ore reserves.” We
further note your disclosure that “In reporting of reserves, we have complied with Industry
Guide 7 of the United States Securities and Exchange Commissions. Please confirm, if true,
that the reserve quantities used to measure the financial results of your mining operations
are limited to proven and probable reserves, as defined by Industry Guide 7, or otherwise
advise.

    Response: The Company acknowledges the Staff’s comment and confirms that the reserve
quantities used to measure its financial results are limited to proven and probable reserves
as defined by Industry Guide 7.

    Directors:

    P T Motsepe* (Chairman), Z B Swanepoel (Chief Executive), F Abbott*, J A Chissano*#,
F T De Buck*,
 Dr D S Lushaba*, C Markus*, M Motloba*, N V Qangule, C M L Savage*

                 *Non-Executive; #Mozambican

    Secretary:

    M P van der Walt

Registration Number: 1950/038232/06

 2

Operating and Financial Review and Prospectus, page 133

Share –Based Compensation, page 147

    2.

    We note your statement that the “charge in fiscal 2006 relates to the amortization of the
fair value of the 2005, 2003 and 2001 options”; and that the “charge in fiscal 2005 relates to
the amortization of the fair value of the 2005, 2003 and 2001 option grants for Harmony.”
Please expand your disclosure to explain the nature of these charges.

    Response: On July 1, 2005, the Company adopted the fair value recognition provisions of FAS
123(R) using the modified retrospective approach. Under this method, share-based payment
expense for the year ended June 30, 2006 includes: (a) compensation cost for all share-based
payments granted prior to, but not yet vested as of July 1, 2005, based on the grant-date
fair value estimated in accordance with the original provisions of FAS 123, and (b)
compensation cost for all share-based payments granted subsequent to July 1, 2005, based on
the grant-date fair value estimated in accordance with the provisions of FAS 123(R). At the
same time, the results for prior periods were adjusted based on the amounts previously
recognized under FAS 123 for purposes of pro forma disclosures. In both cases, the Company
has recognized the share-based payment expense associated with options with graded-vesting
features over the requisite service period for each separately vesting tranche of the award
as though the award were, in substance, multiple awards.

    On a supplemental basis, the Company therefore wishes to advise the Staff that the “charge”,
or share-based payment expense, for both fiscal 2006 and 2005 represents the grant-date fair
value of the awards discussed on page F-50 of the Company’s FY 2006 20-F which are being
recognized over the employee’s requisite service period, which varies from three to five
years. The increase in the expense from fiscal 2005 to fiscal 2006 results primarily from the
share options granted on April 26, 2005, for which only two months of service were completed
in fiscal 2005, compared to a full year in fiscal 2006, and the depreciation of the Rand
against the US dollar, which increased the share-based charges in US dollar terms. The
Company will expand its Operating and Financial Review and Prospects in future filings to
clarify the nature of the charges as well as the reasons for any material movements/charges.

2 Accounting Policies, page F-7

(t) Revenue Recognition, page F-14

    3.

    We note you have revenues from silver and other by-products sales and that the sales are
credited to production costs as a by-product credit. Please expand your disclosure to include
that amount of such revenue for each period reported. Additionally, please expand your MD&A to
clearly indicate that you generate by-product revenue on certain of your operating units and
why you believe that presentation of these revenue streams as a by-product is appropriate.
Furthermore, include the trend analysis to identify the amount and types of by-product revenue
generated for each period presented and indicate whether or not you believe, based on your
estimate that presentation of these revenue streams as by-products will continue to be
appropriate in the future.

    Response: The Company wishes to advise the Staff on a supplemental basis that the revenues in
respect of “silver and other by-products”, which have been credited to production costs as a
by-product credit, amounted to US$1.3 million in fiscal 2006, US$4.0 million in fiscal 2005
and US$1.9 million in fiscal 2004. These sales have not historically been contemplated by the
Company’s mine plans and therefore are appropriately accounted for as by-products. This
treatment is supported by the fact that these amounts represent less than 0.3% of reported
sales in 2005 and 2004. The Company will consider the appropriateness of this policy in
future periods, based on the expected silver revenues from its Hidden Valley Project in Papua
New Guinea, which is still under development.

3

3 Accounting changes, page F-16

(b) Stripping costs incurred during the production phase of a mine, page F-17

    4.

    Please tell us what you mean by your disclosure that states “capitalization of
post-production stripping costs is appropriate only to the extent product inventory exists at
the end of a reporting period” and clarify your disclosure to explain how your accounting
policy complies with EITF 04-6.

    Response: Prior to July 1, 2005, at the Company’s Kalgold operations, deferred stripping
costs were charged to Production costs exclusive of depreciation and amortization as gold was
produced and sold using the units of production method based on estimated recoverable
quantities of proven and probable reserves, using a stripping ratio calculated as the ratio
of total tons to be moved to total proven and probable ore reserves, which resulted in the
recognition of the costs of waste removal activities over the life of the mine as gold was
produced. The application of the deferred stripping accounting method previously applied
resulted in the recognition of an asset (deferred stripping costs). Under the Company’s
revised policy, which complies with EITF 04-6, stripping costs incurred during the production
phase of a surface mine are treated as variable production costs and considered to be a
component of mineral inventory cost subject to the provisions of ARB 43. Post production
stripping costs are therefore expensed as incurred in the consolidated statements of
operations, except to the extent that those costs are considered to be a component of mineral
inventory on hand at the balance sheet date; in which case “capitalization of the
post-production costs would be appropriate” as a component of such mineral inventory. The
Company will clarify its disclosures in future filings.

    During the periods presented, the Company did not carry any material mineral inventories at
its Kalgold operations. All post-production stripping costs have therefore effectively been
expensed as incurred.

15 (Loss) /Earnings Per Share, page F-34

    5.

    We note your disclosure that the “inclusion of share options issued to employees as of June
30, 2006, as potential ordinary shares, would have an anti–dilutive effect on diluted loss per
share. Accordingly, such additional shares have not been taken into account in the
determination of diluted loss per share.” Please disclose the number of securities that could
potentially dilute basic earnings/loss per share in the future that were not included in the
computation of diluted earnings/loss per share because to do so would have anti-dilutive for
the period presented in accordance with paragraph 40(c) of FAS 128.

    Response: The weighted average number of ordinary shares that would have been included in the
computation of fully diluted loss per share amounted to 4,919,895 and 3,208,201 in fiscal
2006 and fiscal 2005, respectively. The Company will revise its future filings to incorporate
the disclosures required by paragraph 40(c) of FAS 128.

26 Long term Loans, page F-41

    6.

    We note that you issued an international unsecured fixed rate convertible bond totaling
R1,700 million in May 2004 and that “bonds are convertible at the option of bondholders at any
time on or after July 1, 2004 and up to and including May 15, 2009.” We further note that the
“number of ordinary shares to be issued at such a conversion shall be determined by dividing
the principal amount of each bond by the conversion price in effect on the relevant conversion
date.” Please tell us how you considered the guidance in FAS 150, FAS 133 and EITF 00-19 with
respect to your convertible bond and any associated embedded derivatives. You may wish to
refer to section II.B. within the outline entitled Current Accounting and Disclosure Issues in
the Division of Corporation Finance, located at
http://www.sec.gov/divisions/corpfin/cfacctdisclosureissues.pdf.

4

    Response: The Company acknowledges the Staff’s comment and wishes to advise the Staff that
it does not consider the convertible bond to be an instrument within the scope of FAS 150. In
particular, the Company notes that the instrument would not be considered to be a
“mandatorily redeemable financial instrument”, as a result of the conversion feature embedded
within the bonds which results in the bonds being “conditionally redeemable.” The initial
conversion price of the instruments was R121 per ordinary share, subject to certain standard
anti-dilution provisions, such as a stock split, spinoff or rights offering, that are
designed to maintain the value of the conversion option.

    With regard to the conversion feature, the Company has analyzed whether the embedded
conversion feature meets the paragraph 11(a) scope exception of FAS 133. In analyzing whether
the conversion feature meets the paragraph 11(a) scope exception, the Company considered the
guidance in paragraphs 7-32 of EITF 00-19 to determine whether the conversion feature should
be classified as a liability or within stockholder’s equity. In particular, the Company notes
that: (i) there are no provisions in the contract that could require net-cash settlement of
the conversion feature; (ii) the shares will not be registered in the United States and that
there are no further filing or registration requirements in South Africa that would preclude
the Company from controlling the delivery of the shares; (iii) the Company has sufficient
authorized and unissued shares available to settle the contract after considering all other
commitments that may require the issuance of stock during the maximum period the derivative
contract could be outstanding; and (iv) the number of shares to be delivered is effectively
capped at the initial conversion price as defined by the terms of the bond, as all
adjustments to the conversion price are either limited to events within the Company’s control
or contain an explicit cap on the conversion price. All other criterion not specified above,
but included in EITF 00-19 paragraph 7-32 have also been met.

    The Company has therefore determined the classification of the conversion feature to be
equity under EITF 00-19 and, since the conversion feature is indexed solely to the Company’s
own stock (as defined in EITF 01-6), the requirements in FAS 133 paragraph 11(a) have been
met. As such, the embedded conversion feature has not been bifurcated from the host contract.
Instead, the entire convertible instrument has been accounted for in accordance with APB 14.

    The Company will revise its future filings to expand the key disclosures surrounding the
convertible bonds, including the initial conversion price, in accordance with FAS 129.

Cash (Utilized) / Generated by Operations, page F-54

    7.

    We note that in providing the reconciliation to net cash flows from operating activities you
begin with loss before taxation, minority interest and effect of change in accounting
principal rather than net income/loss. Please revise your presentation to reconcile net
income/loss to net cash flow from operating activities, as contemplated by paragraph 28 of FAS
95.

    Response: The Company acknowledges the Staff’s comment and will revise its future
reconciliations of cash flows from operating activities to begin with net income/loss for all
periods presented, as contemplated by FAS 95. The Company notes that the change will not have
any impact on the cash flows from operations as previously reported.

Geographical and Segment Information, page F-56

    8.

    Please tell us how you have complied with the reconciliation requirement for segment
revenues, reported profit or loss, assets and other significant items to the corresponding
enterprise amounts in accordance with paragraph 25(c) of FAS 131.

5

    Response: The Company acknowledges the Staff’s comment and wishes to advise the Staff that on
pages F-56, F-59 and F-62 of its 2006 Annual Report on Form 20-F, it has
reconciled the segment data (segment revenue, production costs, total assets and total
liabilities) to its consolidated financial statements, with an aggregate reconciling
adjustment. The components of the total reconciling adjustment are discussed in narrative
format on pages F-63 to F-64. The Company has the information available as part of its U.S.
GAAP reconciliation working papers to support the components of each reconciling adjustment
and proposes to provide quantitative disclosure of the reconciling adjustments, on a
disaggregated basis, in future filings with the SEC.

Exhibits 4.20 and 4.21

    9.

    We note that your certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is
worded such that it does not precisely match the language as set forth in the Act. Refer to
Instruction 12 to Item 19 of Form 20-F for the exact text of the required Section 302
certifications, and amend your exhibits as appropriate. In this regard and without
limitation, there is no provision for your certifying officer to identify the position held
with the Company in the first line of the certification. Please refer to FAQ 11 within the
Division of Corporation Finance: Sarbanes- Oxley Act of 2002 – Frequently Asked Questions,
located at http://www.sec.gov/divisions/corpfin/faqs/soxact2002.htm and amend your exhibits as
appropriate.

    Response: The Company acknowledges the Staff’s comment and will amend the
exhibits in its future filing.

Engineering Comments

General

    10.

    We note that your website and some press releases refer to or use the terms “measured”,
“indicated”, and “inferred”, resources. If you continue t

CORRESP
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filename1.htm

corresp

HARMONY
LOGO

HARMONY GOLD MINING COMPANY LIMITED

    First Floor 4 The High Street

    Suite No 1 Private Bag X1

    T+27 11 684 0140

    NYSE trading symbol HMV

    Melrose Arch Melrose North

    Melrose Arch 2076

    F+27 11 684 0188

    JSE trading symbol HAR

    2196 Johannesburg

    Johannesburg South Africa

www.harmony.co.sa

Jennifer
Goeken

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington,

D.C. 20549-7410

26 April 2007

Dear Ms Goeken,

    Re: Review of 20-F for Harmony Gold Mining Company Limited (the
“Company”) for the fiscal year ended June 30, 2006

Reference is made to the comment letter to the Company dated March 30, 2007 (the “Comment Letter”),
which was sent by fax to the Company on that date and also sent by post, postmarked April 12, 2007
and received by the Company April 23, 2007. As discussed on the telephone this afternoon with
Julie Lasso of Hogan & Hartson, the Company’s US legal advisors, the Company did not receive the
fax copy of the Comment Letter and therefore was not aware of its existence or contents until
informed by its legal advisors on April 19, 2007 after you had contacted them.

The Company is now in the process of reviewing the Comment Letter and will make every effort to
respond in a timely manner. Given the technical nature of many of the questions relating to its
mining operations, it will need to consult with its engineering staff as well as its external
accountants and consultants. Accordingly, the Company expects to complete its response to the
Comment Letter by May 18, 2007, with the exception of Comment #11, which we believe will take the
Company several months to create, and if acceptable, the Company will include these maps at the
latest in its upcoming 20-F for the fiscal year ending June 30, 2007.

Thank you for your consideration.

Yours sincerely

/s/ Marian van der Walt

Company Secretary

Harmony Gold Mining Company

cc: Ms. Nomfundo Vuyiswa Lila Qangule

      Chief Financial Officer

    Directors: P T Motsepe* (Chairman), Z B Swanepoel (Chief Executive), J A Chissano+#,
` Dr D S Lushaba*, FT de Buck*, M Motloba*, N V Qangule, C M L Savage*

*Non-Executive; #Mozambiquen

    Secretary: M P van der Walt

    Registration Number: 1950/038232/06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March 30, 2007

Ms. Nomfundo Vuyiswa Lila Qangule
Chief Financial Officer
Harmony Gold Mining Company Limited
Suite No. 1
Private Bag X1
Melrose Arch, 2076 South Africa

 Re: Harmony Gold Mining Company Limited
  Form 20-F for Fiscal Year Ended June 30, 2006
Filed October 31, 2006
File No. 001-31545

Dear Ms. Qangule:

We have reviewed your filing and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 2

Form 20-F for the Fiscal Year Ended June 30, 2006

Information on the Company, page 19

Year-on-year reconciliation of Harmony’s ore reserves, page 38

1. We note your statement that you use “the South African code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the SAMREC Code), which sets out internationally recognized procedures and standards for reporting of mineral resources and ore reserves.”  We further note your disclosure that “In reporting of reserves, we have complied with Industry Guide 7 of the United States Securities and Exchange Commission.”  Please confirm, if true, that the reserve quantities used to measure the financial results of your mining operations are limited to proven and probable reserves, as defined by Industry Guide 7, or otherwise advise.

Operating and Financial Review and Prospects, page 133

Share-Based Compensation, page 147

2. We note your statement that the “charge in fiscal 2006 relates to the amortization of the fair value of the 2005, 2003 and 2001 options;” and that the “charge in fiscal 2005 relates to the amortization of the fair value of the 2005, 2003 and 2001 option grants for Harmony.”  Please expand your disclosure to explain the nature of these charges.

2 Accounting Policies, page F-7

(t) Revenue Recognition, page F-14

3. We note that you have revenues “from silver and other by-products sales” and that these sales are “credited to production costs as a by-product credit.”  Please expand your disclosure to include the amount of such revenue for each period reported.  Additionally, please expand your MD&A to clearly indicate that you generate by-product revenues on certain of your operating units and why you believe that presentation of these revenue streams as a by-product is appropriate.  Furthermore, include a trend analysis to identify the amount and types of by-product revenue generated for each period presented and indicate whether or not you believe, based on your best estimate that presentation of these revenue streams as by-products will continue to be appropriate in the future.

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 3

3 Accounting Changes, page F-16

(b) Stripping costs incurred during the production phase of a mine, page F-17

4. Please tell us what you mean by your disclosure that states “capitalization of post-production stripping costs is appropriate only to the extent product inventory exists at the end of a reporting period” and clarify your disclosure to explain how your accounting policy complies with EITF 04-6.

15 (Loss)/Earnings Per Share, page F-34

5. We note your disclosure that the “inclusion of share options issued to employees as of June 30, 2006, as potential ordinary shares, would have an anti-dilutive effect on diluted loss per share.  Accordingly, such additional shares have not been taken into account in the determination of diluted loss per share.”  Please disclose the number of securities that could potentially dilute basic earnings/loss per share in the future that were not included in the computation of diluted earnings/loss per share because to do so would have been antiduilutive for the periods presented in accordance with paragraph 40(c) of FAS 128.

26 Long Term loans, page F-41

6. We note that you issued an international unsecured fixed rate convertible bond totaling R1,700 million in May 2004 and that the “bonds are convertible at the option of the bondholders at any time on or after July 1, 2004 and up to and including May 15, 2009.”  We further note that the “number of ordinary shares to be issued at such a conversion shall be determined by dividing the principal amount of each bond by the conversion price in effect on the relevant conversion date.”  Please tell us how you considered the guidance in FAS 150, FAS 133 and EITF 00-19 with respect to your convertible bond and any associated embedded derivatives.  You may wish to refer to section II.B. within the outline entitled Current Accounting and Disclosure Issues in the Division of Corporation Finance,
located at
http://www.sec.gov/divisions/corpfin/cfacctdisclosureissues.pdf .

35 Cash (Utilized)/Generated by Operations, page F-54

7. We note that in providing the reconciliation to net cash flows from operating activities you begin with loss before taxation, minority interest and effect of change in accounting principal rather than net income/loss.  Please revise your presentation to reconcile net income/loss to net cash flow from operating activities, as contemplated by paragraph 28 of FAS 95.

38 Geographical and Segment Information, page F-56

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 4

8. Please tell us how you have complied with the reconciliation requirement for segment revenues, reported profit or loss, assets and other significant items to the corresponding enterprise amounts in accordance with paragraph 25(c) of FAS 131.

Exhibits 4.20 and 4.21

9. We note that your certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is worded such that it does not precisely match the language as set forth in the Act.  Refer to Instruction 12 to Item 19 of Form 20-F for the exact text of the required Section 302 certifications, and amend your exhibits as appropriate.  In this regard and without limitation, there is no provision for your certifying officer to identify the position held with the Company in the first line of the certification.  Please refer to FAQ 11 within the Division of Corporation Finance: Sarbanes-Oxley Act of 2002 – Frequently Asked Questions, located at
http://www.sec.gov/divisions/corpfin/faqs/soxact2002.htm  and amend your
exhibits as appropriate.

Engineering Comments

General

10. We note that your website and some press releases refer to or use the terms “measured,” “indicated,” and “inferred,” resources.  If you continue to make references on your web site or press releases to reserve measures other than those recognized by the SEC, please accompany such disclosure with the following cautionary language:

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No. 001-31545, which may be secured from us, or from the SEC’s website at
http://www.sec.gov/edgar.shtml .

11. Insert a small-scale map showing the location and access to each property, as required by Instruction 1(a) to Item 4.D of Form 20-F.  Note that SEC’s EDGAR program now accepts Adobe PDF files and digital maps, so please include these

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 5

maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900.  We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F would generally require maps and drawings with the following features:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale should be included.  Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

Papua New Guinea, page 28

12. Please describe only geology, history, or e xploration results that are directly
related to the properties that your company has the right to explore or mine as other disclosure of adjacent properties may cause investors to infer that your property also has commercial mineralization because of its proximity.  Unless you also control the Bulolo, Wall and Edie Creek areas, remove all references to these mines, adjacent or analogous properties, deposits, occurrences, or exploration activities by other companies outside of your company’s properties and restrict your disclosure solely to your properties.
Wafi Golpu and Morobe, page 28

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 6

13. You have quantified ore reserves of 9.3 million ounces of gold and 3.6 billion pounds of copper in the Wafi Hill area and identified a further 5.5 million ounces in Morobe areas.  Please classify these quantities as either proven or probable reserves and separately provide to our engineers the executive summary of the feasibility study which established the technical, legal, and economic validity of these reserves.   Please disclose within the filing the reserve tonnage, ore grade or tenor, economic cutoff grade, and expected metallurgical recovery within the reserve tables. Please note that combining proven and probable reserve categories is contrary to the explicit guidance of Industry Guide 7, which provides that reserves may be combined as "proven and probable" only if proven and probable reserves cannot be readily segregated.

In the event a feasibility study has not completed for these product quantities, you may classify them as mineralized material, provided the mineralization that has been sufficiently sampled at close enough intervals to reasonably assume continuity between samples within the area of influence of the samples.  In this instance you would need to disclose that such a deposit would not qualify as a reserve, until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude the technical, legal, and economic feasibility.

Moa Creek, page 28

14. You cite the best intersections for your drill results.  As a general checklist, when reporting the results of sampling and chemical analyses, the following points may assist you in preparing meaningful disclosure about mineralization of existing or potential economic significance on your property:

• Disclose only weighed-average sample analyses associated with a measured length or a substantial volume.

• Eliminate all analyses from “grab” or “dump” samples, unless the sample is of a substantial and disclosed weight.

• Eliminate all disclosure of the highest values or grades of sample sets.

• Eliminate grades disclosed as “up to” or “as high as” or “ranging from.”

• Eliminate statements containing grade and/or sample-width ranges.

• Aggregated sample values from related locations should be aggregated based on a weighted average of lengths of the samples.

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 7

• Generally, use tables to improve readability of sample and drilling data.

• Soil samples may be disclosed as a weighted average value over an area.

• Refrain from reporting single soil sample values.

• Convert all ppb quantities to ppm quantities for disclosure.

Please revise your disclosures to comply with this guidance.

Evander, page 31

15. You state gold grade ranges using cmg/t units of measurement.   Please explain this measurement term within the filing and discuss the significance of these sample result and measurements as it relates to your mining operations and the use of this evaluation compared to other methods for the average investor.  Please define these terms and other terms in the text or glossary.

Description of Property, page 36

16. Please correlate the operational mining areas to the mine sites areas or shaft-operational zones and/or the reserve areas.  Is the ARMgold operation the same as the Orkney operation as discussed on pages 40 and 53?

Ore Reserve Statement (Imperial) as at June 30, 2006, page 40

17. Please disclose the cutoff grades or tenor used to define your ore reserves within your ore reserve tables.   In establishing the cut-off grade, it must realistically reflect the location, deposit scale, continuity, assumed mining method, metallurgical processes, costs, and reasonable metal prices.  These cutoff grades may be included within the reserve table or as footnote following the reserve declaration.

18. Please state the estimated metallurgical recovery for the Western Area South Deep deposit.

Ms. Nomfundo Vuyiswa Lila Qangule
Harmony Gold Mining Company Limited
March 30, 2007 Page 8

Elaneskraal Operations, page 42

19. You use the terms “lost time frequency” and “fatality frequency rates” in describing the accident and death rates incurred by your mining operations.  Please include the workforce staffing levels to which these statistics apply and define these terms in the text or glossary.

Plants, page 44

20. The actual metallurgical recovery stated for the Elansrand plant of 91.12 % does not closely correlate to the approximate reserve recoveries of 95.6% for the Elaneskraal as found on page 40.  Similar variances were noted for the weighted average of the Central and Saaiplaas plants, Free State 1, and Target plants.  Please discuss any metallurgical recovery challenges you may have experienced and the actions taken to address these concerns.  Please state whether this will affect your reserve estimates in the future.  Please state how well your actual performance compares to your reserve estimate assumptions as your reconcile your ore reserve estimates.

Tshepong, page 59

21. You refer to the reserves associated with the Tshepong sh

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 24, 2005

Via Facsimile at (011-44-207) 367-0220 and Air Mail

Elizabeth L. Katkin, Esq.
John M. Basnage, Esq.
Hogan & Hartson L.L.P.
One Angel Court
London, EC2R 7HJ, U.K.

	Re:	Harmony Gold Mining Company Limited
      	Amendment No. 3 to Form F-4 Filed on February 18, 2005
      File No. 333-120975

		Schedule TO-T/A Filed on February 18, 2005
      File No. 5-78350

Dear Messrs. Katkin and Basnage:

      We have the following comments on the above filings:

Schedule TO-T

1. See your reference to Exhibit (a)(4)(iv).  We presume that you
intended to incorporate by reference the information contained in
the
preliminary prospectus, dated February 18, 2005 as amended.
Please
revise accordingly.

Form F-4

General
2. We note your indication throughout the prospectus that the
subsequent offering period may remain open for fewer than 14
calendar
days.  Please supplementally advise us as to the reasons why the
subsequent offering period may be open for a shorter period than
originally anticipated.  Further, please revise the prospectus to
state, if true, that the subsequent offering period will remain
open
for a minimum of 3 business days pursuant to Rule 14d-11. Finally,
please also elaborate upon the circumstances in which withdrawal
rights may be available, as you have indicated that they do not
apply, "except in limited circumstances."
3. Please ensure that you have updated your prospectus to reflect
the
most recent available information.  See, for example, the
disclosure
that appears under "Exchange Rate Information" on page 26 and the
"Market Price and Dividend Data" on page 172.  Further, in several
places in this filing, the date of this prospectus is referred to
as
February 2, 2005, instead of February 18, 2005.
4. Please ensure that the prospectus has been revised to reflect
that
you may end up terminating the offer in advance of the currently
scheduled Expiration Date.  We note that you acknowledge that the
initial offer period may expire before March 18, 2005, however,
you
should go into additional detail as to why it may expire sooner,
what
notice you will give as to when it may expire and that, under
those
circumstances, withdrawal rights will be unavailable.
5. In your Review for the Quarter Ended 31 December 2004 filed on
February 4, 2005, you state that the Independent Competent Persons
Report "is expected soon."  We remind you to advise shareholders
of
the status of this report and, in the event the results of the
report
materially differ from those previously reported, be prepared to
allow shareholders additional time to digest this information if
it
is made available at or close to the expiration of the offer.
6. See prior comment 2.  We note that it appears that you have
revised the numerical references to "fractional cents," however,
you
continue to depict these amounts in fractions that are not rounded
to
an amount that is issuable for practical purposes.  Please round
these figures to the nearest cent.
Experts, page 178
7. In response to prior comment 7, we are in receipt of your
request
that we waive the requirement to obtain a written consent from
PricewaterhouseCoopers Inc., Gold Fields` independent auditors for
its year ended June 30, 2004.  Based on the information contained
in
Marian Petro van der Walt`s affidavit, the staff will grant your
waiver request concerning PricewaterhouseCoopers` written consent
in
the Form F-4.  Harmony should provide disclosures in the F-4
alerting
investors that, without naming the auditor, the auditor has not
consented to the use of the audit report and describing the
reasons
for the omission of the consent.  Please ensure that you do not
expressly or implicitly purport to disclaim your liability for the
Gold Fields financial statements. Also, disclose any limitation on
recovery by investors posed by the lack of consent.  These
disclosures should appear in the "Experts" section of the F-4.

      We will consider your request for acceleration of the
effective
date, and any request from underwriters, if applicable, as
confirmation of the fact that those making the request are aware
of
their obligations under the Securities Act of 1933.  Under
delegated
authority, we will grant a request for acceleration of the
effective
date upon resolution of the comments outstanding in connection
with
our review of this Form F-4.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.

      Please contact me at (202) 942-2801 with any questions.  You
may also reach me via facsimile at (202) 942-9638.

							Sincerely,

							Mara L. Ransom
							Special Counsel
							Office of Mergers and
Acquisitions

??

??

??

??

February 24, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
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Correspondence to the SEC

 HARMONY GOLD MINING COMPANY LIMITED

First Floor 4 The High Street

Suite No 1 Private Bag X1

T +27 11 684 0140

NYSE trading symbol HMY

Melrose Arch Melrose North

Melrose Arch 2076

F +27 11 684 0188

JSE trading symbol HAR

2196 Johannesburg

Johannesburg South Africa

W www.harmony.co.za

 VIA EDGAR AND FACSIMILE

 Mara L. Ransom, Esq.

 Special Counsel

 Office of Mergers & Acquisitions

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
Harmony Gold Mining Company Limited

Registration Statement on Form F-4

SEC File No.: 333-120975

 Dear Ms. Ransom:

 On behalf of Harmony Gold Mining Company
Limited, I hereby (a) withdraw the request made on our behalf on February 23, 2005, pursuant to Rule 461 (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, that the captioned Registration
Statement be accelerated and declared effective at 5.30 p.m. EST on Thursday, February 24, 2005 and (b) request, pursuant to Rule 461 that the captioned Registration Statement be accelerated to, and that the Registration Statement be declared
effective at, 5.30 p.m. EST on Monday, February 28, 2005, or as soon as practicable thereafter.

 If you require any additional information with regard to this matter, please telephone John M. Basnage or Elizabeth L. Katkin on 011 44 20 7367 0200.

/s/ Bernard Swanepoel

 BERNARD SWANEPOEL

 HARMONY GOLD MINING COMPANY LIMITED

Directors:
P T Motsepe* (Chairman), Z B Swanepoel (Chief Executive), F Abbott*, F Dippenaar, V N Fakude*, T S A Grobicki, W M Gule, Dr D S Lushaba*, R Menell*, M Motloba*, Dr M Nkosi*,
M F Pleming*, N V Qangule, C M L Savage*

                      *Non-Executive

Secretary:
M P van der Walt

 Registration Number: 1950/038232/06

CORRESP
1
filename1.htm

Correspondence To The SEC

 HOGAN & HARTSON

 SOLICITORS AND REGISTERED FOREIGN LAWYERS

 ONE ANGEL COURT

 LONDON EC2R 7HJ ENGLAND

 TEL +(44) 20 7367 0200

 FAX +(44) 20 7367 0220

 DX: 42610 CHEAPSIDE

 WWW.HHLAW.COM

 February 28, 2005

 VIA EDGAR AND FACSIMILE

 Mara L. Ransom, Esq.

 Special Counsel

 Office of Mergers & Acquisitions

 Division of
Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
Harmony Gold Mining Company Limited

Registration Statement on Form F-4

SEC File No.: 333-120975

 Dear Ms. Ransom:

 On behalf of Harmony Gold Mining Company Limited,
we hereby (a) withdraw the request made on February 23, 2005, pursuant to Rule 461 (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, that the captioned Registration Statement be
accelerated and declared effective at 5.30 p.m. EST on Thursday, February 24, 2005 and (b) request, pursuant to Rule 461 that the captioned Registration Statement be accelerated to, and that the Registration Statement be declared effective at, 5.30
p.m. EST on Monday, February 28, 2005, or as soon as practicable thereafter.

 If you
require any additional information with regard to this matter, please telephone the undersigned on 011 44 20 7367 0200.

 Very truly yours,

/S/ JOHN M. BASNAGE

/S/ ELIZABETH L. KATKIN

John M. Basnage

Elizabeth L. Katkin

cc:
Brian V. Breheny, Esq., Chief

 Office of Mergers & Acquisitions

 Division of Corporation Finance

  AFFILIATED WITH HOGAN & HARTSON LLP

   WASHINGTON, DC

   BERLIN MUNICH BRUSSELS LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW BEIJING TOKYO

   NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS ANGELES

   Hogan & Hartson is a multi-national partnership of solicitors and registered foreign lawyers regulated by the Law Society.

   Solicitors: John M. Basnage (also qualified in New York, USA); Christopher Berry; Colin W. Craik (also qualified in New York, USA and the Czech Republic); Jennifer G. Donohue; Austen E. Hall;

   Sean P. Harrison; Jonathan Ivinson; Hywel Jones; Daniel H. Maccoby (also qualified in the District of Columbia, USA); Garry J. Pegg
and Nicola Walker.

   Registered Foreign Lawyers: Raymond J. Batla, Jr. (District of Columbia, USA); Prentiss E. Feagles (District of
Columbia, USA); Jeffrey M. Hurlburt (District of Columbia, Iowa, New York, USA);

   Elizabeth L. Katkin (District of Columbia and
California, USA); Peter E. Kohl (Minnesota, USA); and Susan S. Namkung (District of Columbia, Massachusetts and Virginia, USA)

CORRESP
1
filename1.htm

ACCELERATION LETTER

 HOGAN & HARTSON

 SOLICITORS AND REGISTERED FOREIGN LAWYERS

 ONE ANGEL COURT

 LONDON EC2R 7HJ ENGLAND

 TEL +(44) 20 7367 0200

 FAX +(44) 20 7367 0220

 DX: 42610 CHEAPSIDE

 WWW.HHLAW.COM

 February 23, 2005

 VIA EDGAR AND FACSIMILE

 Mara L. Ransom, Esq.

 Special Counsel

 Office of Mergers & Acquisitions

 Division of
Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
Harmony Gold Mining Company Limited

Registration Statement on Form F-4

SEC File No.: 333-120975

 Dear Ms. Ransom:

 On behalf of Harmony Gold Mining Company Limited,
pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we request that the captioned Registration Statement be accelerated to, and that the Registration Statement be declared effective at, 5.30 p.m.
EST on Thursday, February 24, 2005, or as soon as practicable thereafter.

 If you require
any additional information with regard to this matter, please telephone either of the undersigned on 011 44 20 7367 0200.

 Very truly yours,

/S/ JOHN M. BASNAGE

/S/ ELIZABETH L. KATKIN

John M. Basnage

Elizabeth L. Katkin

cc:
Brian V. Breheny, Esq., Chief

 Office of Mergers & Acquisitions

 Division of Corporation Finance

 AFFILIATED WITH HOGAN & HARTSON LLP

 WASHINGTON, DC

 BERLIN MUNICH BRUSSELS LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW BEIJING TOKYO

 NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS ANGELES

 Hogan & Hartson is a multi-national partnership of solicitors and registered foreign lawyers regulated by the Law Society.

 Solicitors: John M. Basnage (also qualified in New York, USA); Christopher Berry; Colin W. Craik (also qualified in New York, USA and the Czech Republic); Jennifer G. Donohue; Austen E. Hall;

 Sean P. Harrison; Jonathan Ivinson; Hywel Jones; Daniel H. Maccoby (also qualified in the District of Columbia, USA); Garry J. Pegg and
Nicola Walker.

 Registered Foreign Lawyers: Raymond J. Batla, Jr. (District of Columbia, USA); Prentiss E. Feagles (District of Columbia,
USA); Jeffrey M. Hurlburt (District of Columbia, Iowa, New York, USA);

 Elizabeth L. Katkin (District of Columbia and California, USA); Peter
E. Kohl (Minnesota, USA); and Susan S. Namkung (District of Columbia, Massachusetts and Virginia, USA)

CORRESP
1
filename1.htm

Request for Relief Under Rule 437 of the Securities Act of 1933

 HOGAN & HARTSON

 SOLICITORS AND REGISTERED FOREIGN LAWYERS

 ONE ANGEL COURT

 LONDON EC2R 7HJ ENGLAND

 TEL +(44) 20 7367 0200

 FAX +(44) 20 7367 0220

 DX: 42610 CHEAPSIDE

 WWW.HHLAW.COM

 February 16, 2005

 VIA EDGAR AND HAND DELIVERY

 Mara L. Ransom,
Esq.

 Special Counsel

 Office of Mergers & Acquisitions

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 United States

Re:
Harmony Gold Mining Company Limited

SEC File No.: 333-120975

Request for Relief Under Rule 437 of the Securities Act of 1933

 Dear Ms. Ransom:

 On
behalf of Harmony Gold Mining Company Limited (“Harmony”), we are responding to Comment No. 7 of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) that was contained in the Staff’s letter dated February 10, 2005. Harmony expects to file Amendment No. 3 to its Registration Statement on Form F-4 (the “Registration Statement”) on or about February 17, 2005
to reflect Harmony’s revisions to the Registration Statement made in response to the Staff’s other comments.

 In response to Staff Comment No. 7, Harmony hereby requests a waiver from the requirement for the consent of the independent public registered accountants of Gold Fields Limited
(“Gold Fields”). As indicated in the affidavit attached hereto, submitted by Harmony to the Staff on the date hereof, subsequent to the announcement, but prior to commencement, of Harmony’s exchange offer for Gold Fields, Harmony sent
a letter dated November 30, 2004 to Gold Fields’ independent accountants, PricewaterhouseCoopers Inc. (“PwC”), requesting, among other things, that such independent accountants consent to the incorporation by reference of their audit
report on the financial statements of Gold Fields included in Gold Fields’ Annual Report on Form 20-F for the fiscal year ended June 30, 2004 (the “PwC Consent”). On December 3, 2004, PwC responded to Harmony in writing and stated
that it would not be able to provide the PwC Consent on the basis that Gold Fields would not allow PwC to perform update audit procedures necessary to enable PwC to provide such consent.

 AFFILIATED WITH HOGAN & HARTSON LLP

 WASHINGTON, DC

 BERLIN MUNICH BRUSSELS LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW BEIJING TOKYO

NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS ANGELES

 Hogan & Hartson is a multi-national partnership of solicitors and registered foreign lawyers regulated by the Law Society.

 Solicitors: John M. Basnage (also qualified in New York, USA); Christopher Berry; Colin W. Craik (also qualified in New York, USA and the Czech Republic); Jennifer G. Donohue; Austen E. Hall;

 Sean P. Harrison; Jonathan Ivinson; Hywel Jones; Daniel H. Maccoby (also qualified in the District of Columbia, USA); Garry J. Pegg; Richard
M. Temple and Nicola Walker.

 Registered Foreign Lawyers: Raymond J. Batla, Jr. (District of Columbia, USA); Prentiss E. Feagles (District of
Columbia, USA); George A. Hagerty (Colorado, District of Columbia and New York, USA);

 Jeffrey M. Hurlburt (District of Columbia, Iowa, New
York, USA); Elizabeth L. Katkin (District of Columbia and California, USA); Peter E. Kohl (Minnesota, USA);

 Susan S. Namkung (District of
Columbia, Massachusetts and Virginia, USA) and Winston Maxwell (Paris, France and New York, USA)

 On January 14, 2005, Harmony delivered a second letter to PwC requesting that PwC reconsider its position and deliver the PwC
Consent. On January 15, 2005, PwC responded to Harmony in writing, again stating that it would not be able to provide the PwC Consent on the basis that Gold Fields would not allow PwC to perform update audit procedures necessary to enable PwC to
provide such consent.

 On January 27, 2005 Harmony delivered a third letter to PwC
requesting the PwC Consent. On January 27, 2005, Harmony also delivered a letter to the board of directors of Gold Fields requesting the board of directors to confirm that it had no objection to PwC performing audit procedures necessary to enable
PwC to provide the PwC Consent and that the board of directors would instruct PwC accordingly.

 On January 28, 2005, PwC responded to Harmony in writing and stated that it would not be able to provide the PwC Consent on the basis that Gold Fields continued to refuse to permit PwC to perform the update audit procedures necessary to
enable PwC to provide such consent.

 On February 4, 2005, Harmony delivered a fourth
written request to PwC for the PwC Consent, indicating that it had expressly requested Gold Fields’ cooperation. On the same date, Harmony delivered a second letter to the board of directors of Gold Fields urging the board of directors to
reconsider its refusal to permit PwC to perform the necessary update audit procedures and to instruct PwC accordingly.

 Having no response from PwC or Gold Fields to its February 4, 2005 letters, most recently, Harmony delivered a fifth letter to PwC on February 10, 2005 advising PwC of its prior
correspondence with Gold Fields and asking PwC, to the extent that Gold Fields subsequently determines to cooperate with Harmony’s request, to deliver the PwC Consent to Harmony at its earliest convenience. On the same date, Harmony delivered a
third letter to the board of directors of Gold Fields urging the board of directors to reconsider its refusal to permit PwC to perform the necessary update audit procedures and to instruct PwC accordingly. Harmony also informed Gold Fields in that
letter that unless it heard from Gold Fields by the end of business on February 14, 2005, it would be forced to conclude that Gold Fields had determined to prevent PwC from performing, or had expressly instructed PwC not to perform, the procedures
necessary for PwC to provide the PwC Consent.

 On February 14, 2005, PwC responded to
Harmony in writing and stated that it would not be able to provide the PwC Consent on the basis that Gold Fields continued to refuse to permit PwC to perform the update audit procedures necessary to enable PwC to provide such consent.

 Gold Fields has not responded to any of Harmony’s letters. Harmony notes that Gold Fields has
advised its shareholders not to accept Harmony’s offer, has taken numerous actions to frustrate Harmony’s offer and has made numerous public statements in opposition to Harmony’s offer.

 As a result of the foregoing, Harmony submits that it is unable to obtain and file the consent of the
independent accountants of Gold Fields and therefore respectfully requests that the Commission grant Harmony relief under Rule 437 of the Securities Act. Harmony’s affidavit attesting as to the foregoing, as well as copies of correspondence
prepared and received by Harmony in relation thereto, are annexed to this letter.

 *************************

 As the Staff has been advised on several occasions,
timing is truly of the essence with respect to the exchange offer. It is critical that Harmony clear the Staff’s review process as quickly as possible so that the Registration Statement may be declared effective on or prior to 5.00 p.m., New
York City time, on February 24, 2005. The Staff is reminded that pursuant to rule 28.7 of the South African Securities Regulation Code on Takeovers and Mergers, the condition of Harmony’s offer that the Registration Statement be declared
effective by the Commission must be satisfied no later than such time, otherwise Harmony’s offer will lapse.

 If you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned or Elizabeth L.
Katkin at 011-44-20-7367-0200. In addition, if the Staff should determine that it is not appropriate at this time to grant the requested relief, we would appreciate the opportunity to meet with the Staff to discuss this matter.

 We thank the Staff in advance for its assistance.

 Very truly yours,

 /s/ John M. Basnage

 John M. Basnage

 Enclosures

cc:
Brian V. Breheny, Esq., Chief

 Office of Mergers & Acquisitions

 Division of Corporation Finance

 Paul M. Dudek, Esq., Chief

 Office of International Corporate
Finance

 Division of Corporation Finance

 Craig C. Olinger, Deputy Chief Accountant

 Office of the Chief
Accountant

 Division of Corporation Finance

 Elizabeth L. Katkin, Esq., Hogan & Hartson

CORRESP
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Letter to SEC responding to 21-12-04

  AFFILIATED WITH HOGAN & HARTSON LLP

   WASHINGTON, DC

   BERLIN MUNICH BRUSSELS
LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW BEIJING TOKYO

   NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS
ANGELES

   Hogan & Hartson is a multi-national partnership of solicitors and registered foreign lawyers regulated by the
Law Society.

   Solicitors: John M. Basnage (also qualified in New York, USA); Christopher Berry; Colin W. Craik (also qualified in
New York, USA and the Czech Republic); Austen E. Hall;

   Sean P. Harrison; Jonathan Ivinson; Hywel Jones; Daniel H. Maccoby (also
qualified in the District of Columbia, USA); Garry J. Pegg and Nicola Walker.

   Registered Foreign Lawyers: Raymond J. Batla, Jr.
(District of Columbia, USA); Prentiss E. Feagles (District of Columbia, USA); George A. Hagerty (Colorado, District of Columbia and New York, USA);

   Jeffrey M. Hurlburt (District of Columbia, Iowa, New York, USA); Elizabeth L. Katkin (District of Columbia and California, USA); Peter E. Kohl (Minnesota, USA);

   Susan S. Namkung (District of Columbia, Massachusetts and Virginia, USA) and Winston Maxwell (Paris, France and New York, USA)

  HOGAN & HARTSON

   SOLICITORS AND REGISTERED FOREIGN LAWYERS

  ONE ANGEL COURT

   LONDON EC2R 7HJ ENGLAND

   TEL +(44) 20 7367 0200

   FAX +(44) 20 7367 0220

   DX: 42610 CHEAPSIDE

   WWW.HHLAW.COM

  January 10, 2005

  VIA EDGAR AND HAND DELIVERY

  Mara L. Ransom

   Special Counsel

   Office of Mergers & Acquisitions

   Division of Corporation Finance

   Securities and Exchange Commission

   450 Fifth Street, N.W.

   Washington, D.C. 20549

Re:
Harmony Gold Mining Company Limited

Form F-4 Filed on December 3, 2004

File No. 333-120975

Schedule
TO Filed on December 3, 2004

   File No. 5-78350

  Dear Ms. Ransom:

 On behalf of Harmony Gold Mining Company Limited (“Harmony” or the “Company”), and in response to the Staff’s comment letter dated December 21,
2004, we are filing herewith Amendment No. 1 to the above referenced Registration Statement on Form F-4 (File No. 333-120975). Set forth below in detail are the responses to the Staff’s comments to the above-mentioned registration statement and
related disclosure documents, which have been provided in each case following the text of the comment in the Staff’s letter:

  Form F-4

  General

1.
Please consider revising your materials to remove the references to fractional cents and round up or down to the nearest cent throughout this prospectus.

  RESPONSE: Harmony has kept the reference to “fractional cents” in
the description of share and other distributions to be effected by the depository on page 155 under the heading “Description of

  HOGAN & HARTSON

  January 10, 2005

   Page 2

  Harmony American Depositary Shares – Share Dividends and Other
Distributions”, as Harmony and the depository feel that such reference accurately describes the depository’s obligations under the Deposit Agreement to round to the nearest whole cent any fractional cent in connection with any distribution
of cash to holders of Harmony’s American Depositary Shares. Cash distributions by the depository as contemplated by the Deposit Agreement and as described on page 156 are unrelated to Harmony’s current offer. No other references to
“fractional cents” now appear in the prospectus.

  Summary, page 1

2.
In an appropriate place in this discussion, please elaborate upon the irrevocable undertaking entered into with Norilsk. Specifically, please elaborate upon the conditions under which such
shares will be of offered and sold to Harmony and what terms of the undertaking are left to be satisfied.

  RESPONSE: Harmony has revised the prospectus in response to the Staff’s comment. See pages 4 and 71.

  Terms of the U.S. Offer, page 2

3.
Here and elsewhere in the prospectus you provide information regarding the premium percentage being offered in the transaction as of October 14, 2004 because it was, as you have indicated,
the last trading day before rumors and press articles significantly affected the share prices and trading volumes. With a view towards disclosure, please also provide the premium percentage being offered in the transaction as of the last trading day
before the commencement of this offer so that readers are aware of the current offer price. In doing so, please indicate whether this represents a discount to the current trading price.

  RESPONSE: Harmony has revised the prospectus in response to the
Staff’s comment. See pages 3, 20 and 70.

  Conditions to the U.S. Offer,
page 4

4.
You indicate that the conditions you reference are subject to fulfillment or waiver. Please revise your disclosure to clearly indicate which of these conditions are waivable, as applicable,
and whether there are any temporal restrictions upon when these conditions must be fulfilled or waived. Also, please update this discussion to disclose whether any of the conditions have been satisfied or waived, such as the Non-implementation of
the IAMGold transaction.

  RESPONSE:
Harmony has revised the prospectus in response to the Staff’s comment. See pages 4 and 72.

  Future Plans for Gold Fields; Compulsory Acquisition, page 7

5.
Here and elsewhere in the prospectus, please clearly state that there is a limit upon the time period in which you may be able to effectuate a compulsory acquisition under South African law.
Under those circumstances, disclose to shareholders what your plans are if you satisfy the Minimum Tender Condition but fail to acquire at least 90% of Gold Fields shares.

  RESPONSE: Harmony has revised the prospectus in response to the
Staff’s comment. See pages 7 and 93.

  HOGAN & HARTSON

  January 10, 2005

   Page 3

  Summary Selected Comparative Historical and Pro Forma per Share Data, page 21

6.
We note that the information disclosed under the second and fourth columns, US GAAP Pro Forma Combined per Ordinary Share/ADS and Equivalent US GAAP Pro Forma per Ordinary Share/ADS,
respectively, appears to be identical. We presume this to be in error. It appears that the equivalent pro forma per share amounts have not been adjusted for the merger exchange ratio. Please revise or advise.

  RESPONSE: Harmony has revised the prospectus in response to the
Staff’s comment. See page 22.

  Background and Reasons for the Offers,
page 57

7.
Please ensure that your discussion in this section is complete. We note, for example, that you have not made reference to the appeal made by Harmony to the Supreme Court of Appeal of South
Africa regarding the November 26th ruling of the CAC. Please revise or advise.

  RESPONSE: Harmony has revised the prospectus in response to the Staff’s comment. See pages 57 to 63.

  The Offer, page 68

  Conditions to the US Offer, page 71

8.
Please elaborate upon the Competition and other regulatory approvals condition. What other regulatory approvals are required? Please revise to more specifically discuss this condition so that
security holders may objectively determine when this condition has been fulfilled.

  RESPONSE: Harmony has revised the prospectus in response to the Staff’s comment. See page 5 and 72.

  Plans for Gold Fields After the Completion of the Offers, page 92

9.
Please revise this discussion to elaborate upon Harmony’s plans in the event Harmony is successful in obtaining, at a minimum, effective control over Gold Fields. What are your plans for
the business and mining operations? Please revise. See Item 1006(a) of Regulation M-A.

  RESPONSE: Harmony has revised the prospectus in response to the Staff’s comment. See pages 93 (under “Current Plans”) and 94.

  Unaudited Pro Forma Condensed Combined Financial Information, page 131

10.
We note your analysis as to whether or not Harmony will be deemed to be the accounting acquirer for proposes of US GAAP. Specifically, we note the factors relating to the composition of the
governing body and senior management of the combined entity. Please provide us with a supplemental analysis explaining the basis for your belief that Harmony will succeed in having the ability to elect or appoint a voting majority of the governing
body and Harmony’s senior management will dominate that of the combined entity.

  RESPONSE: The proposed merger is driven by Harmony’s pursuit of a number of key strategic objectives, which are not shared by the board of directors and
senior management of Gold Fields. Harmony believes that Gold Fields shareholders’ agreement and concurrence with these

  HOGAN & HARTSON

  January 10, 2005

   Page 4

  strategic objectives is a prerequisite to their acceptance of the offer and the
tendering of their shares in exchange for Harmony shares. Harmony therefore supplementally advises the staff that it has considered the initial composition of the board, as well as the composition of senior management, in light of these strategic
objectives and the hostile nature of the transaction. In Harmony’s opinion, acceptance of the offer by Gold Fields shareholders implies their concurrence with Harmony’s strategic objectives, as well as support for its board of directors
and senior management to implement such strategy.

11.
See Note 2 and your allocation of $10,927,938 to property, plant and equipment (mineral interests). Please disclose the manner in which you have arrived at this allocation, including all
material assumptions relied upon in making this determination.

  RESPONSE: In Harmony’s Registration Statement on Form F-4 filed on December 3, 2004, for purposes of pro forma financial reporting, when allocating the purchase price to tangible and intangible assets of Gold
Fields, Harmony management used the assumption that minimal goodwill is embodied in a gold mining company as its primary asset is a wasting asset. Therefore, Harmony management allocated the difference between the net book value of Gold Fields and
the value paid for the company to Property, Plant and Equipment which includes both mining assets and undeveloped properties. At the time of filing on December 3, 2004, a more detailed analysis of the Gold Fields assets had not been undertaken.
Subsequent to the filing of the Registration Statement on Form F-4, Harmony used the detailed mine by mine operating information included in the recently released (November 26, 2004) Gold Fields Annual Report on Form 20-F to undertake a more
detailed exercise to determine the estimated initial purchase price allocation. This exercise resulted in differences in the allocated amounts to the pro forma balance sheet as well as a corresponding change to the pro forma income statement.
Harmony has revised the prospectus to update the pro forma balance sheet and pro forma income statement for the results of this more recent analysis. In addition, it has updated its disclosures to include a discussion on the basis for allocation and
major assumptions used. See pages 132-138.

  Experts, page 171

12.
Because your registration statement requires financial statements of Gold Fields, the audit report of the Gold Fields independent accountants must be included in the registration statement.
Rule 436 of Regulation C requires the consent of Gold Field’s auditor to the inclusion of its report in the registration statement. We note the statements in the second paragraph that you are requesting the consent to incorporate by reference
the audit report contained in Gold Field’s Form 20-F for the year ended June 30, 2004. We refer you to SAB Topic 1A requiring that any publicly filed financial information of Gold Fields, including its financial statements, be included in your
exchange offer filing or incorporated by reference into, and therefore made a part of, this filing.

  Until you obtain the consent of Gold Fields and its auditor, please revise your disclosure to refrain from naming the auditor and to disclose the legal and
practical implications for your shareholders and Gold Field shareholders of the inability to obtain the cooperation of Gold Fields or consent of it’s auditor. Please ensure that you do not expressly or implicitly purport to disclaim your
liability for the Gold Fields financial statements.

  If you are
unable to receive the cooperation from Gold Fields and consent from their independent accountants following your best efforts to do so, please submit a written request for a waiver of the consent pursuant to Rule 437 of Regulation C. Your request
should be addressed to the Office of the Chief Accountant of the Division of Corporation Finance, and should address the following:

•
Please include an original manually signed affidavit in the request documenting your specific actions to obtain the other party’s cooperation as well as the auditors’ consent.

  HOGAN & HARTSON

  January 10, 2005

   Page 5

•
Include all correspondence evidencing your request.

  If your waiver is accepted, without naming the auditor, please revise to clearly disclose that, although an audit report was issued on their financial statements
and included in their annual report filed with the Commission, the auditor has not permitted use of the report in your registration statement.

  RESPONSE: We have amended the registration statement to omit the name of the
Gold Fields’ auditors. We have explained that Harmony intends to apply for a waiver of the requirement to provide such consent pursuant to Rule 437 of Regulation C. We have disclosed that absent such consent or waiver there is a risk that the
registration statement may not be declared effective and that shareholders may not be able to recover against Gold Fields’ auditors under Section 11 of the Securities Act. See page 172.

  *************************

  Please do not hesitate to call either John M. Basnage (011-44-20-7367-0255) or Elizabeth L. Katkin
(011-44-20-7367-0229) should you have any questions or require any additional information.

  Very truly yours,

  John M. Basnage

CORRESP
1
filename1.htm

Response Letter

 HOGAN & HARTSON

 SOLICITORS AND REGISTERED FOREIGN LAWYERS

 ONE ANGEL COURT

 LONDON EC2R 7HJ ENGLAND

 TEL +(44) 20 7367 0200

 FAX +(44) 20 7367 0220

 DX: 42610 CHEAPSIDE

 WWW.HHLAW.COM

 November 29, 2004

 VIA EDGAR AND HAND DELIVERY

 Mara L. Ransom

 Special Counsel

 Office of Mergers & Acquisitions

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington,
D.C. 20549

Re:
Harmony Gold Mining Company Limited

Forms 425 Filed on November 23, 2004

File No. 333-119880

 Dear Ms. Ransom:

 On behalf of Harmony Gold Mining Company Limited
(“Harmony” or the “Company”), and in response to the Staff’s comment letter dated November 24, 2004, we have set forth below in detail the responses to the Staff’s comments to the above-mentioned Forms 425, which have
been provided in each case following the text of the comment in the Staff letter:

 Form 425- “Welcome to Harmony”

1.
See the second item under “Harmony’s value proposition”. Consistent with comment 2 in the staff’s prior comment letter dated November 18, 2004, where you refer to the 29%
premium you are offering. You must ensure that you are also referring to the date upon which that premium was calculated or October 14, 2004. Alternatively, with a view towards disclosure, provide balancing disclosure that calculates the premium
being offered as of the last trading date prior to the announcement.

 RESPONSE: We note the Staff’s comment and undertake to ensure that we refer to the relevant date on which any premium figures are calculated in all future press releases and communications to shareholders.

2.
 See the first paragraph under “Strategic confusion versus clear strategic direction”, where you say that the “proposed IAMGold transaction is dead and Gold
Fields know it”. We remind you that you must characterize each statement or assertion of opinion or believe as such, and you must have a reasonable basis for each such opinion or belief. You should not issue any unsupportable statements.
Support for opinions or beliefs should be self-evidence, disclosed in the soliciting materials or provided to the staff on a supplemental basis, with a view toward

 November 15, 2004

 Page 2 of 2

 disclosure. For example, how do you know that the IAMGold transaction is “dead”? Further, how do you know what Gold Fields’
belief is as to the IAMGold transaction? Please revise.

 RESPONSE:
We note the Staff’s comment and undertake to make only such statements with regard to which we have clear and demonstrable support in all future press releases and communications to shareholders, and to disclose such support as appropriate.

 Form 425- “Gold Fields’ management’s strategy is in
disarray”

3.
Here and throughout your communications to shareholders regarding this transaction, you refer to the “certain value proposition inherent with Harmony’s proposal.” To the extent
that you continue to make these references, in future communications, please disclose that no assurance can be given that the consummation of this transaction will achieve results that are “certain”.

 RESPONSE: We note the Staff’s comment and will disclose in any such future
communications that no assurance can be given that the consummation of this transaction will achieve results that are “certain.”

 *************************

 Please do not hesitate to call either John M. Basnage (011-44-20-7367-0255) or Elizabeth L. Katkin (011-44-20-7367-0229) should you have any questions or require any additional information.

 Very truly yours,

 /s/ John M. Basnage

 /s/ Elizabeth L. Katkin

 John M. Basnage

 Elizabeth L. Katkin