(Translation of registrant's name into English)

24 St. Andrews Rd.

Parktown, 2193

South Africa

(Address of principal executive offices)

Form 20-F..x... Form 40-F.....

Yes ..... No ..x...

Good day ladies and gentlemen. Welcome to the Gold Fields' response to the hostile bid

by Harmony, conference call. My name is Mike and I will be your conference coordinator

today. At this time, all participants are in a listen-only mode and we will be facilitating a

question and answer session towards the end of this conference. If at any time during the

call you require assistance please press * followed by 0 and a conference coordinator will

be happy to assist you.

I would now like to turn the presentation over to your host for today's call, Mr Willie

Jacobsz, please proceed, sir.

Thank you very much Mike. Ladies and gentlemen, thank you very much for joining us for

this conference call. We have got on the call Mr Ian Cockerill the Chief Executive Officer

of Gold Fields; Nick Holland, the Chief Financial Officer, as well as John Munro, head of

our international operations.

The discussion will be led by Ian Cockerill, he will give a brief introduction, after which we will take questions. I now hand over to Ian.

Willie, thank you very much indeed. Good morning everybody, or good afternoon,

depending upon where you are in the world, and thank you for joining us here today.

Today Gold Fields has posted its Offer Response document to shareholders and has filed that document with the SEC. So, at least now we are finally able to provide a direct response to Harmony's hostile and unsolicited offer.

We began doing this in our presentations to South African investors and media this

morning, and you will find that presentation on our website at www.goldfields.co.za. I

certainly would urge you to visit that site to see the presentation.

Now, as far as Harmony's value-destructive offer is concerned, the recommendation from the Board of Gold Fields to our shareholders is that this offer should be rejected. It also recommends that Gold Fields' shareholders should not tender any of their shares into the Harmony offer.

In a moment I will explain to you why Harmony's arguments are wrong on the

fundamentals, but first I want to make it very clear that our shareholders do not face a straight choice between the Harmony offer and the IAMGold deal. The circular for the IAMGold transaction, or the creation of Gold Fields International, will be going out shortly and there will be an EGM convened for 7 December where shareholders will be able to exercise their vote. That is the time when all of our shareholders get the opportunity to decide on the Gold Fields International transaction.

Shareholders must look at the Harmony offer on its own merits, and when they do, I am confident that they will find it is coercive in nature; it disenfranchises shareholders and is value destructive to Gold Fields' shareholders in its current form.

Let's turn to the fundamentals. First point - We strongly oppose the short-cut partial offer structure. The structure of the offer is abusive, coercive and contrary to the accepted principles of equitable treatment of all shareholders. If Harmony really believes that its

Response to Hostile Bid by Harmony - conference call

Gold Fields

3 November 2004

3

Response to Hostile Bid by Harmony - conference call

Gold Fields

3 November 2004

4

We have a clear strategy to optimise our high-quality South African assets, where we have

already shown somewhere in the order of a potential R300m worth of cost savings a year.

We are looking at R400m worth of additional revenue through improved quality volume.

We have already invested R4.8b over the last five years in our long-life shafts, in

improving the infrastructure of our mines, to set ourselves up for the next decade ahead.

We believe that the Harmony's coercive offer is therefore totally without merit on any

rational basis. It is the duty of a Board to protect the value of Gold Fields' investors'

holdings from this value-destructive proposal. That is why we are going to aggressively

pursue legal action in South Africa, as well as in the US to ensure that the majority of our

shareholders are not disenfranchised, and that is why we are urging both Gold Fields' and

Harmony's shareholders to reject this flawed offer.

With that, I will hand it over to questions.

Thank you sir. Ladies and gentlemen, if you wish to ask a question please key *1 on your

telephone. Please allow one moment for our first question to queue up. Our first question

comes from the line of Ian Polliter with Redbrick Capital.

Hi. Good morning. The question I have, this is the first time I have heard you discuss US

legal processes as a way to go forward. Could you give us a little bit more detail in what

you are planning to do there?

We are investigating litigation action in the US. Until such time that a decision is taken to

launch that action, I am not at liberty to discuss it with you. But, if and when we do so, we

will let people know what the details are.

Okay. Thank you.

The next question comes from the line of Lee Dunlop with Cargyle Investor Services.

Please go ahead.

Good afternoon gentlemen. I just want to know what the response is to Harmony's letter

yesterday and whether the option of discussing, I guess a friendly merger, is out of the

question, or it is potentially something you may look at in the future?

Lee, thank you. That is a good question. I have in fact sent a letter back to Harmony.

That letter has been sent off to them, and that letter will be made public tomorrow. We

would like Harmony to have a chance to digest the contents. But in essence, what we

have said is that it will be very difficult for us to sit down and have friendly discussions

when we have a loaded gun at our head. We believe that if we are going to have a

friendly discussion, then it is important to level the playing fields, and on that basis we

believe that this coercive early offer needs to be taken off the table. That is essentially the

essence of the letter.

It is impossible to have a friendly discussion whilst you have this gun loaded to your head.

And, I might add, in addition, we do make a note in the letter that the week prior to this

hostile offer being launched, myself and Nick Holland actually did have a discussion with

Bernard where we said, `Are there any ways that we could possibly cooperate together'?

Then four days later we get this hostile proposal.

Your comments regarding a loaded gun, are you referring to the structure of the deal as a

whole? Or are you mainly referring to the fact of the IAMGold EGM?

It has got nothing to do with IAMGold; it has got everything to do with the structure of the

Harmony proposal. Absolutely nothing to do with IAMGold.

Thank you very much.

The next question comes from the line of Bernard Pache with HBK. Please go ahead.

Okay.

Hi. Good morning. I have a couple of questions. One is that I just want to understand the

scenario a bit better. If the IAMGold deal goes ahead, you have this regional restriction in

the sense that Gold Fields South Africa can only invest in certain areas of the globe, and

Gold Fields International in others. If, for whatever reason, someone wants to change that

covenant, is that possible? Or what would it take to change that? That's my first question.

My second question is regarding the Gold Fields International Board composition. I was

just reading a presentation by Harmony where they claim that Gold Fields will only have

two members there. You are saying seven, and I just want to clarify that.

My third question is just in terms of the things that you have said today in this response. I

do not see anything particularly new. So, I would like to understand why wait so long, if

possible. That is all. Thanks.

I will answer the first question on the structure of the deal. I think the one thing that we

have got to remember here is that the companies are not being split up. All that

Gold Fields is doing is repackaging its existing offshore assets and putting those into a

separate listed vehicle. At the end of the day, the Gold Fields Group will still end up being

the consolidated results of both the South African assets and the international assets.

So, for practical purposes, given that we own and control the majority of the shares in

Gold Fields International, it makes sense for us to actually set out where the demarcation

lines are for the two companies, because we own both of them. If the scenario changed

whereby the company was split up in someway, then obviously all bets would be off.

So frankly, we do not see why this is such an issue in people's minds because it is all part

of one group. If the companies were splitting, it would be a different situation.

Bernard, with regards to your other question on the Gold Field Board, the correct approach

is that there are ten nominees to the Gold Fields International Board. Three will be

IAMGold nominees, and seven will be Gold Fields' nominees. The Harmony presentation

refers to two Gold Fields', which are in fact myself and Nick Holland. They are saying that

there are only two Gold

Fields' executive directors who go onto the Gold Fields International Board.

Now, you know as well as I do that in the North American marketplace, as elsewhere in

the world, good corporate governance demands that you have a board that is as strongly

independent as possible, yet has the appropriate skills and experience to deal with the

type of business that you are running.

So, Gold Fields will be providing seven nominees to that Board, two of them will be myself

and Nick. Another three will be three existing Gold Fields Ltd directors, who will step down

from Gold

Fields

Ltd Board and will take up a sole position on the

Gold Fields International Board, and then two other nominations who will be named in due

course. So, Gold Fields will actually have seven nominees on that Board - not two.

The next question comes from the line of Terrence Woodson with [TSO] Associates.

Please go ahead.

Thanks, Ian, for doing the presentation. Has there been any contact made with Norilsk?

Are there any roles to play either legally against or for them or with them?

Terrence, there is still communications going backwards and forwards, but obviously it is

somewhat more circuitous than it has been in the past.

Okay. Let's leave it at that. Thanks.

The next question comes from the line of Nolan (Menachamson) with BJM. Please go

ahead.

Hi.. Good afternoon. I am not sure if this question has been asked. If it has, I came into

the call a bit late, I apologise. I have two quick questions. Have you got any feedback

from the SRP? There does not seem to be a lot said about that discussion that you had

last week.

My second question is, when are you going to let the market and shareholders know when

the EGM vote will be on the IAMGold deal?

We have had no feedback from the SRP as yet. We are still waiting for that. In fact, this

morning we did announce that the vote on the IAMGold transaction will be on 7 December.

Can you confirm the date by which ADR holders have to be registered to vote in that

meeting?

29 October.

Is that the record date?

That is the record date.

Okay. Thank you.

The next question comes from the line of Lee Dunlop with Cargyle Investor Services.

Please go ahead.

Good afternoon again. I just wanted to confirm what the view of your shareholders is,

other than Norilsk's, regarding IAMGold. Obviously we know what Norilsk thinks. And

whether potentially dropping or changing the IAMGold deal would be considered to get

Norilsk not to tender their shares to Harmony.

I will answer the second part of that question. The agreement with IAMGold has been

signed. We have signed agreements with them, which oblige us to take this to a

shareholder vote. That is why that vote has been set up for 7 December. So, we have

committed ourselves to the transaction legally. And now it is up to the shareholders of

Gold Fields to decide whether or not they want the transaction to go through.

Sorry. The first question was not clarified.

Sorry. Would you say what that question is again please, Lee?

Have you had feedback from your other shareholders regarding IAMGold?

Yes, we have. It would be fair to say that there has been a mixed response. We have had

questions from some shareholders, many of them in support; some somewhat dubious,

ambivalent. They have not told us exactly what they will or wont be doing. We will find out

what their views are on the day of the vote. That is what we are going to allow them to do.

We are going to allow our shareholders to exercise their vote.

Okay. Thank you very much.

The next question comes from the line of Adrian Day with Global Strategic Management.

Please go ahead.

Good morning. I have two questions that are sort of follow-ons from previous questions,

and I hope you do not mind that. The first one is on Norilsk. I understand the contact and

so on, but I am wondering if you have a clearer idea of anything that Norilsk might actually

be wanting that would satisfy them?

Then my second question, again a follow-up to the last question with regards to

Gold Fields' shareholders. Have you had any feedback from Gold Fields' shareholders,

not in regard to IAMGold, but with regard to your approach of using legal tactics to try to

defeat this, rather than a straightforward shareholder vote?

Adrian, I think most informed shareholders understand that the use of the legal defence is

not a frustrating action. They recognise that it is being done to ensure that there is an

equitable and level playing field. I think that is the response that we are getting from

people. We are not getting anybody saying that they do not want us to take this legalistic

route.

In response to your first question about Norilsk, I would imagine, and you would have to

ask Norilsk this, but I would imagine what Norilsk want is they want maximisation of value.

Certainly we had hoped that we would be able to do that for them, working in conjunction.

I think if one looks at the presentation we have put up today, where we quite clearly show

that a sale of Gold Fields stock in exchange for Harmony stock is probably not a

particularly good trade. So, I would hope that having seen this presentation, and we know

that they have asked for the presentation, it may well be that they take a slightly different

view than the one which is currently in the marketplace, but I do not actually know what it

is that they want at this stage.

Okay. Thank you.

Can I just also add to Ian's answer, in terms of the two-stage process, that one of the

problems we have with the two-stage process is that this would be outlawed in almost

every other jurisdiction in the world, but for some whatever reason it is allowed in

South Africa.

The problem with a two-stage process, as set out, is that there are a different set of

conditions in the follow-on offer than there is in the first offer. So, as a consequence, you

may accept shares into the first offer, not knowing whether or not the second offer is going

to go through.

So, that is our main concern here. We are not looking to prevent shareholders from voting

on a transaction. We would like shareholders though to be presented with an offer that is

in line with the standard norms for this kind of transaction.

The next question comes from the line of Nolan Menachemson with BJM.

Sorry, I have just a follow-up question on that record date on the ADR holders. Is it correct

to say that ADR holders can actually convert into ordinary shareholders after that date and

still vote at the IAMGold meeting?

Correct.

And then I think this may have been answered, but forgive me again if it has. I read on the

wires that you were saying earlier that Norilsk may change their mind. Where did that

come from, and is the answer to that what you said earlier, just about them assessing the

bid for its merits?

I am not sure where that response comes from. I think it is probably misinterpretation, and

it is exactly as you suggest, that we would certainly hope that they would change their

minds. If one looks at the presentation that we gave today, I think we have set out quite

clearly where the real value lies in this transaction.

Okay. Thank you.

There are no other questions in queue at this time, sir.

Good. Well, ladies and gentlemen thank you for listening in here today. We look forward

to talking to you in the not-too-distant-future. Thank you and cheerio.

[end]

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.

Date: 4 November 2004

GOLD FIELDS LIMITED

By:

Name: Mr W J Jacobsz 
Title: Senior Vice President: Investor

Relations and Corporate Affairs