-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 U/SM6lBP2jvci69IdB3vbGnnvpExd09mt+iDvKZodoz/o8MpfTXUGzsjSWS1HsXM
 WRmpRzZ4I30/8Jeg7Jfwew==

<SEC-DOCUMENT>0000891836-05-000232.txt : 20050419
<SEC-HEADER>0000891836-05-000232.hdr.sgml : 20050419
<ACCEPTANCE-DATETIME>20050419141612
ACCESSION NUMBER:		0000891836-05-000232
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20050419
DATE AS OF CHANGE:		20050419
GROUP MEMBERS:		MIKHAIL D. PROKHOROV
GROUP MEMBERS:		VLADIMIR O. POTANIN

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLD FIELDS LTD
		CENTRAL INDEX KEY:			0001172724
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78350
		FILM NUMBER:		05758909

	BUSINESS ADDRESS:	
		STREET 1:		24 ST ANDREWS ROAD
		CITY:			PARKTOWN
		STATE:			T3
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		POST NET SUITE 252
		STREET 2:		PRIVATE BAG X30500
		CITY:			HOUGHTON 2041 SOUTH AFRICA
		STATE:			M3
		ZIP:			00000

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MMC NORLISK NICKEL
		CENTRAL INDEX KEY:			0001260713

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	MAIL ADDRESS:	
		STREET 1:		VOZNESENSKY PEREULOK
		STREET 2:		22 USADBA CENTER MOSCOW
		CITY:			RUSSIA
		STATE:			1Z
		ZIP:			0000
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc0108.txt
<DESCRIPTION>AMENDMENT NO. 5
<TEXT>
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------
                                  SCHEDULE 13D
                    under the Securities Exchange Act of 1934
                               (Amendment No. 5)*
                               -------------------

                               GOLD FIELDS LIMITED
                                (Name of Issuer)

                               -------------------

  AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE OF PAR VALUE
                                 RAND 0.50 EACH
                   ORDINARY SHARES OF PAR VALUE RAND 0.50 EACH

                         (Title of Class or securities)

                               -------------------
                      AMERICAN DEPOSITARY SHARES: 38059T106
                           ORDINARY SHARES: 38059R100
                                 (CUSIP Number)
                               -------------------

                                  DENIS MOROZOV
                             22 VOZNESENSKY PEREULOK
                                 MOSCOW, 125993
                                     RUSSIA

                                 with a copy to:

                           WILLIAM A. PLAPINGER, ESQ.
                             SULLIVAN & CROMWELL LLP
                                1 NEW FETTER LANE
                                 LONDON EC4A 1AN
                                     ENGLAND
                             (011) (44) 20 7959-8900

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communication)

                                APRIL 18, 2005
                  (Date of Event to Which This Filing Relates)
================================================================================
If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [_]

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
notes).

                         (Continued on following pages)
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         MMC NORILSK NICKEL
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         BK, WC
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         RUSSIAN FEDERATION
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     HC
- --------------------------------------------------------------------------------


                                      -2-
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         VLADIMIR O. POTANIN
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         AF
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         RUSSIAN FEDERATION
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES (1)
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES (1)
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     IN
- --------------------------------------------------------------------------------

(1) Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not be
construed as an admission that Mr. Potanin is, for the purpose of Sections 13(d)
or 13(g) of the Act, the beneficial owner of 98,467,758 ordinary shares.


                                      -3-
<PAGE>

CUSIP NO. 38059T106 / 38059R100
- --------------------------------------------------------------------------------
         Names of Reporting Persons
         MIKHAIL D. PROKHOROV
   1
         IRS Identification Nos. of Above Persons (entities only)
         NOT APPLICABLE (FOREIGN ENTITY)
- --------------------------------------------------------------------------------
         Check the Appropriate Box if a Member of a Group (See Instructions)
   2     (a) [_]
         (b) [X]
- --------------------------------------------------------------------------------
   3     SEC Use Only
- --------------------------------------------------------------------------------
   4     Source of Funds (See Instructions)
         AF
- --------------------------------------------------------------------------------
   5     Check if Disclosure of Legal Proceedings is Required
         Pursuant to Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
   6     Citizenship or Place of Organization
         RUSSIAN FEDERATION
- --------------------------------------------------------------------------------
                        7      Sole Voting Power
                               0
     Number of        ----------------------------------------------------------
      Shares            8      Shared Voting Power
   Beneficially                98,467,758 ORDINARY SHARES (2)
   Owned by Each      ----------------------------------------------------------
     Reporting          9      Sole Dispositive Power
    Person with                0
                      ----------------------------------------------------------
                        10     Shared Dispositive Power
                               98,467,758 ORDINARY SHARES (2)
- --------------------------------------------------------------------------------
         Aggregate Amount Beneficially Owned by Each Reporting Person
  11     98,467,758 ORDINARY SHARES
- --------------------------------------------------------------------------------
         Check if the Aggregate Amount in Row (11) Excludes
  12     Certain Shares (See Instructions)     [_]
- --------------------------------------------------------------------------------
         Percent of Class Represented by Amount in Row (11)
  13     20.0%
- --------------------------------------------------------------------------------
         Type of Reporting Person (See Instructions)
  14     IN
- --------------------------------------------------------------------------------

(2) Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not be
construed as an admission that Mr. Prokhorov is, for the purpose of Sections
13(d) or 13(g) of the Act, the beneficial owner of 98,467,758 ordinary shares.


                                      -4-
<PAGE>

         This Amendment No. 5 ("Amendment No. 5") amends and supplements the
Statement on Schedule 13D originally filed on April 7, 2004, as amended by
Amendment No. 1 thereto filed on August 6, 2004, Amendment No. 2 thereto filed
on October 18, 2004, Amendment No. 3 thereto filed on December 17, 2004, and
Amendment No. 4 thereto filed on January 28, 2005, relating to the ordinary
shares, par value Rand 0.50 per share (the "Shares"), of Gold Fields Limited, a
company organized under the laws of the Republic of South Africa (the
"Company"). The Schedule 13D, as amended, is referred to herein as the "Schedule
13D". Unless otherwise indicated, capitalized terms used but not defined herein
have the meanings assigned to such term in the Schedule 13D.

ITEM 4.    PURPOSE OF TRANSACTION

         Item 4 is hereby amended to add the following additional paragraphs at
the end:

         Norilsk Nickel has decided to reorganize certain of its investments in
gold-related assets (the "Reorganization"). At its meeting on April 15, 2005,
the Board of Directors of Norilsk Nickel (the "Board") resolved to initiate
steps which should lead to the demerger of (1) the Company's Russian gold assets
consolidated under its wholly and directly owned subsidiary, ZAO Polus, a
company incorporated under the laws of the Russian Federation ("Polus") and its
subsidiaries and (2) the Company's 20% interest in Gold Fields Limited ("Gold
Fields"). On April 18, 2005, Norilsk Nickel executed a letter agreement (the
"Consent Letter") with Harmony whereby Harmony consents to the transfer of the
Shares to a wholly and indirectly owned subsidiary of Norilsk Nickel (Jenington
International Inc.) and the cession of all of Norilsk Nickel's rights and
delegation of all of Norilsk Nickel's obligations in terms of the Irrevocable
Undertaking to such subsidiary. A copy of the Consent Letter is included as
Exhibit I hereto and the description of the Consent Letter contained herein is
qualified in its entirety by reference to Exhibit I, which is incorporated
herein by reference.

         Except as set forth herein, no Reporting Person has any present plans
or proposals that relate to or would result in the occurrence of any of the
events specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D. The Reporting Persons reserve the right to formulate plans or make
proposals, and take such actions with respect to their investment in the
Company, including any action that relates to or would result in the occurrence
of any or all of the events specified in clauses (a) through (j) of Item 4 of
Schedule 13D, and any other actions, as they may determine. The Reporting
Persons intend to review continually their investment in the Company. Depending
upon future evaluations of the business prospects of the Company and upon other
developments, including but not limited to, general economic and business
conditions and precious metal and stock market conditions, the Reporting Persons
may determine to increase or decrease their equity position in the Company by
acquiring additional Shares or disposing of some or all of the Shares they may
hold.

                                      -5-

<PAGE>

ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
           TO SECURITIES OF THE ISSUER

         Item 6 is hereby amended and restated as follows:

         Norilsk Nickel has decided to reorganize certain of its investments in
gold-related assets (the "Reorganization"). At its meeting on April 15, 2005,
the Board of Directors of Norilsk Nickel (the "Board") resolved to initiate
steps which should lead to the demerger of (1) the Company's Russian gold assets
consolidated under its wholly and directly owned subsidiary, Polus and its
subsidiaries and (2) the Company's 20% interest in Gold Fields Limited ("Gold
Fields"). On April 18, 2005, Norilsk Nickel executed the Consent Letter with
Harmony whereby Harmony consents to the transfer of the Shares to a wholly and
indirectly owned subsidiary of Norilsk Nickel (Jenington International Inc.) and
the cession of all of Norilsk Nickel's rights and delegation of all of Norilsk
Nickel's obligations in terms of the Irrevocable Undertaking to such subsidiary.
A copy of the Consent Letter is included as Exhibit I hereto and the description
of the Consent Letter contained herein is qualified in its entirety by reference
to Exhibit I, which is incorporated herein by reference.

         Except as otherwise disclosed in this Statement on Schedule 13D, as
amended, none of the Reporting Persons, nor, to the knowledge of the Reporting
Persons, any of the persons listed in Exhibit A, has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Company, including but not limited to transfer or
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS

         Item 7 is hereby amended and supplemented as follows:

         The following exhibit is inserted after Exhibit H:


Exhibit I         Consent Letter, dated April 18, 2005, among Norilsk Nickel,
                  Harmony and Jenington International Inc.

Exhibit J         Press Release issued by Norilsk Nickel on April 18, 2005



                                      -6-

<PAGE>

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  April 19, 2005

                                            MMC NORILSK NICKEL

                                            By:  /s/ Mikhail Prokhorov
                                               ---------------------------------
                                            Name:  Mikhail Prokhorov
                                            Title: General Director



                                            VLADIMIR O. POTANIN

                                            By:  /s/ Vladimir O. Potanin
                                               ---------------------------------
                                            Name: Vladimir O. Potanin



                                            MIKHAIL D. PROKHOROV

                                            By:  /s/ Mikhail Prokhorov
                                               ---------------------------------
                                            Name: Mikhail Prokhorov







                                      -7-

<PAGE>


                                  EXHIBIT INDEX

Exhibit A    Officers and Directors of Reporting Persons.**
Exhibit B    Agreement Relating to Joint Filing of Schedule 13D.*
Exhibit C    Purchase Agreement.*
Exhibit D    Power of Attorney.*
Exhibit E    Facility Agreement.*
Exhibit F    Intercompany Purchase Agreement.**
Exhibit G    Irrevocable Undertaking in Respect of a Proposal by Harmony
             Gold Mining Company Limited to Acquire All the Shares in Gold
             Fields Limited.***
Exhibit H    Letter, dated January 26, 2005, from Bernard Swanepoel to Norilsk
             Nickel, received by facsimile transmission on January 28, 2005.****
Exhibit I    Consent Letter, dated April 18, 2005, among Norilsk Nickel, Harmony
             and Jenington International Inc.
Exhibit J    Press Release issued by Norilsk Nickel on April 18, 2005



*    Filed with the initial statement on Schedule 13D on April 7, 2004.
**   Filed with the Amendment No. 1 to Schedule 13D on August 6, 2004.
***  Filed with the Amendment No. 2 to Schedule 13D on October 18, 2004.
**** Filed with the Amendment No. 4 to Schedule 13D on January 28, 2005.










                                       -8-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.I
<SEQUENCE>2
<FILENAME>exhibit-i.txt
<DESCRIPTION>CONSENT LETTER
<TEXT>
CONSENT LETTER

1        It is recorded that -

1.1           MMC Norilsk  Nickel  ("Norilsk")  and Harmony Gold Mining  Company
              Limited ("Harmony") entered into an irrevocable  undertaking on 16
              October 2004 ("irrevocable undertaking");

1.2           Norilsk wishes -

1.2.1              to  transfer  all the shares  held by it in the issued  share
                   capital of Gold Fields Limited ("Gold Fields") to an indirect
                   wholly owned subsidiary of Norilsk,  Jenington  International
                   Limited, a company incorporated under the laws of the British
                   Virgin Islands on 4 July 2000, registration number 394918 and
                   with  registered  office  at  Acara  Building,  24 De  Castro
                   Street,  Wickhams Cay 1, Road Town,  Tortola,  British Virgin
                   Islands ("Subco");

1.2.2              to cede all its rights and  delegate all its  obligations  in
                   terms of the irrevocable undertaking to Subco,

         and Harmony is willing to consent to the transfer by Norilsk
         of all its shares in the issued share capital of Gold Fields
         to Subco and to consent to the cession and delegation
         contemplated in 1.2.2 above, subject to the terms and
         conditions stipulated in this consent letter.

2        The parties accordingly agree as set out herein.

3        Harmony,  by its  signature  hereto,  with  effect  from  the  date  of
         signature of this consent  letter by the signatory  which signs it last
         in time,  provided  that all the  parties  hereto  actually  sign  this
         consent letter ("signature date"), unconditionally and irrevocably -

3.1           consents to the  transfer of all the shares held by Norilsk in the
              issued  share  capital of Gold  Fields to Subco and waives any and
              all rights which it may have, as at the signature  date, to object
              to such transfer;


<PAGE>

3.2           consents to the cession and delegation in terms of 4 below; and

3.3           undertakes to fulfil all of its  obligations  in terms of, arising
              out of or in connection with the irrevocable  undertaking (even if
              documented  separately  and  not  in the  irrevocable  undertaking
              itself)  to  Subco  as  if  Subco  had   signed  the   irrevocable
              undertaking  and its obligations in terms of, arising out of or in
              connection with the irrevocable undertaking arose or were given in
              favour and for the benefit of Subco.

4        Norilsk, by its signature hereto, with effect from the signature date -

4.1           cedes all of its rights and  delegates all of its  obligations  in
              terms of the irrevocable undertaking to Subco; and

4.2           guarantees   and   undertakes  as  a  principal  and   independent
              obligation in favour of Harmony -

4.2.1              to procure the proper and timeous  fulfilment by Subco of all
                   its  obligations in terms of, arising out of or in connection
                   with the irrevocable undertaking; and

4.2.2              that Subco will remain an indirect wholly-owned subsidiary of
                   Norilsk until the date upon which the irrevocable undertaking
                   terminates.

5        Subco, by its signature hereto, with effect from the signature date -

5.1           accepts  the  cession of all the rights of Norilsk in terms of the
              irrevocable undertaking by Subco in terms of 4 above;

5.2           accepts the delegation of all the  obligations of Norilsk in terms
              of the irrevocable undertaking to Subco in terms of 4 above; and

5.3           agrees to be bound by the terms and conditions of the  irrevocable
              undertaking  in all  respects as if it had signed the  irrevocable
              undertaking.


<PAGE>

6        This document  constitutes  the entire record of the agreement  between
         the parties in regard to the subject matter  hereof.  No party shall be
         bound by any express or implied term, representation, warranty, promise
         or the like not recorded herein.

7        This consent shall in all respects (including its existence,  validity,
         interpretation,   implementation,   termination  and   enforcement)  be
         governed by the law of the Republic of South Africa.

8        This  consent  may  be  executed  in one or  more  counterparts  and in
         separate  counterparts,  each of which when executed shall be deemed to
         be an original but when taken  together  shall  constitute  one and the
         same agreement.

Signed at                           on April 18, 2005
                                    for  MMC Norilsk Nickel


                                         /s/ Denis Morozov
                                         ---------------------------------------
                                         who warrants that he is duly
                                         authorised hereto

Signed at                           on April 18, 2005
                                    for  Harmony Gold Mining Company Limited


                                         /s/ Bernard Swanepoel
                                         ---------------------------------------
                                         who warrants that he is duly
                                         authorised hereto

Signed at                           on April 18, 2005
                                    for  Jenington International Inc.


                                         /s/ Siegfried Pasqual
                                         ---------------------------------------
                                         who warrants that he is duly
                                         authorised hereto
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J
<SEQUENCE>3
<FILENAME>exhibit-j.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
MMC NORILSK NICKEL TO DEMERGE ITS GOLD ASSETS



o A NEW INDEPENDENT GLOBAL GOLD MAJOR (NEWCO) WILL BE CREATED

o NEWCO TO CONSOLIDATE MMC NORILSK NICKEL'S RUSSIAN AND INTERNATIONAL GOLD
  ASSETS

o PRODUCTION OF 1.1 MILLION OZ PER ANNUM IN RUSSIA

o 18.9 MILLION OZ OF ESTIMATED RESERVES IN RUSSIA

At its meeting on April 15th, 2005, the Board of Directors of MMC Norilsk Nickel
("Company") resolved to initiate steps which should lead to the demerger of the
Company's Russian gold assets consolidated under ZAO "POLUS" and its
subsidiaries ("Polyus") and the Company's 20% interest in Gold Fields Limited
(the "Transaction").

The contemplated Transaction, if implemented, should create a new large
independent gold major (Newco) with the potential for substantial organic growth
and a window into one of the world's most prospective gold regions: Russia.

The Transaction, if implemented, would, in the opinion of the directors, provide
investors with direct exposure to this unique investment, and should allow Newco
to realize its inherent growth options, enhance gold business's direct access to
the financing opportunities and unlock substantial value for all Company's
shareholders.

The initial step in the Transaction will be to consolidate all the Company's
gold assets (including its 20% interest in Gold Fields Limited) under Polyus.

It is the intention of the Board of MMC Norilsk Nickel that Newco would seek
both domestic and international listings as soon as practicable, following the
Transaction.

In the year to 31 December 2004, Polyus produced 1.1 million oz of gold, and as
of April 1st, 2005 had estimated reserves of 18.9 million oz (Russian categories
B+C1) and resources of 40.8 million oz (Russian categories C2+P1).

Deloitte & Touche have been retained to audit the pro forma IFRS accounts for
Polyus, and Steffen, Robertson & Kirsten have been retained to audit Polyus'
reserves and resources.


 THESE WRITTEN MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
   STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED. ANY PUBLIC OFFER OF SECURITIES TO BE MADE IN THE UNITED STATES
 WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER OR
  SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE
            COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

     TO BE RELEASED OUTSIDE THE UNITED STATES ONLY. NOT FOR DISTRIBUTION IN
                          AUSTRALIA, CANADA OR JAPAN.

<PAGE>

MMC NORILSK NICKEL TO DEMERGE ITS GOLD ASSETS (continued)



The Board of Directors proposes to structure the Transaction in such a way that
the registered holders of each common share of the Company become entitled to
one common share of Newco.

The Board of Directors expects to take a final decision in respect of the
Transaction in August 2005, in which case the shareholders of the Company would
receive a detailed information memorandum describing the creation of Newco in
order to consider the proposed Transaction at an Extraordinary Meeting of
Shareholders in September 2005. Based upon this timetable, the completion of the
Transaction is expected to be in early 2006.

Commenting on developments, CEO of MMC Norilsk Nickel, Mikhail Prokhorov stated:

"Polyus has one of the most exciting asset bases of scale in the global gold
sector today, as well as providing a window into one of the world's most
prospective, but least developed, gold regions: Russia. We see the demerger as a
means to unlock substantial value for all Norilsk shareholders and to create a
platform to build a new global gold major centred around existing gold assets."

The Company is being advised on the Transaction by Deutsche Bank AG London
(financial advisor) and Debevoise & Plimpton LLP (legal advisors).

For further information contact:

Denis Morozov                               Nicholas Jordan, Managing Director
Deputy CEO                                  Vice-Chairman - Global Banking
MMC Norilsk Nickel                          Deutsche Bank AG London
+7 095 797 82 57                            +44 207 545 8000


 THESE WRITTEN MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
   STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED. ANY PUBLIC OFFER OF SECURITIES TO BE MADE IN THE UNITED STATES
 WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER OR
  SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE
            COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

     TO BE RELEASED OUTSIDE THE UNITED STATES ONLY. NOT FOR DISTRIBUTION IN
                          AUSTRALIA, CANADA OR JAPAN.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
