-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891836-09-000092.txt : 20090330
<SEC-HEADER>0000891836-09-000092.hdr.sgml : 20090330
<ACCEPTANCE-DATETIME>20090330122117
ACCESSION NUMBER:		0000891836-09-000092
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20090330
DATE AS OF CHANGE:		20090330
GROUP MEMBERS:		MVELAPHANDA GOLD (PROPRIETARY) LIMITED

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 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78350
		FILM NUMBER:		09712944

	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:			Mvelaphanda Resources Ltd
		CENTRAL INDEX KEY:			0001460297
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			T3
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		1A ALBURY PARK
		STREET 2:		MAGALIESZICHT AVENUE, DUNKELD WEST
		CITY:			SANDTON
		STATE:			T3
		ZIP:			2196
		BUSINESS PHONE:		27 11 325 5323

	MAIL ADDRESS:	
		STREET 1:		1A ALBURY PARK
		STREET 2:		MAGALIESZICHT AVENUE, DUNKELD WEST
		CITY:			SANDTON
		STATE:			T3
		ZIP:			2196
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>sc0043.txt
<DESCRIPTION>SCHEDULE 13G
<TEXT>
================================================================================

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

                                  SCHEDULE 13G*
                                 (Rule 13d-102)

           Information to be Included in Statements Filed Pursuant to
                   ss.240.13d-1(b), (c) and (d) and Amendments
                     Thereto Filed Pursuant to ss.240.13d-2.

                    Under the Securities Exchange Act of 1934


                               GOLD FIELDS LIMITED
                                (Name of Issuer)

                Ordinary Shares of par value Rand 0.50 per share
                         (Title of Class of Securities)

                                     6280215
                                 (CUSIP Number)

                                 March 17, 2009
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_]      Rule 13d-1(b)
|X|      Rule 13d-1(c)
[_]      Rule 13d-1(d)

* 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 the
disclosures provided in a prior cover page.

The information required in 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).

================================================================================

<PAGE>

CUSIP NO. 6280215                    13G                       PAGE 2 OF 8 PAGES

- --------------------------------------------------------------------------------
 1.  NAMES OF REPORTING PERSONS

     Mvelaphanda Resources Limited
- --------------------------------------------------------------------------------
 2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a)  [X]
     (b)  [_]
- --------------------------------------------------------------------------------
 3.  SEC USE ONLY

- --------------------------------------------------------------------------------
 4.  CITIZENSHIP OR PLACE OF ORGANIZATION

     The Republic of South Africa
- --------------------------------------------------------------------------------
                 5.  SOLE VOTING POWER
  NUMBER OF          NONE
    SHARES       ---------------------------------------------------------------
BENEFICIALLY     6.  SHARED VOTING POWER
  OWNED BY           50,000,000(1)
    EACH         ---------------------------------------------------------------
 REPORTING       7.  SOLE DISPOSITIVE POWER
   PERSON            NONE
    WITH         ---------------------------------------------------------------
                 8.  SHARED DISPOSITIVE POWER
                     50,000,000(1)
- --------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     50,000,000(1)
- --------------------------------------------------------------------------------
10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)

     [_]
- --------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     7.10%(2)
- --------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO
- --------------------------------------------------------------------------------

- ----------
(1) As of the date of this filing, all of these shares are held by Mvelaphanda
Gold (Proprietary) Limited, a wholly-owned direct subsidiary of Mvelaphanda
Resources Limited. The shares are held subject to a right of first refusal in
favor of the Issuer before any transfer to a third party. The shares have been
pledged to Deutsche Bank A.G. pursuant to financing arrangements between it and
the reporting persons. Deutsche Bank A.G. may in certain circumstances and in
its discretion, dispose of the pledged shares on behalf of the reporting persons
in order to meet margin requirements under the financing arrangements. Deutsche
Bank A.G. also has certain call option rights which are exercisable against
Mvelaphanda Gold (Proprietary) Limited in respect of up to 6,500,000 shares of
the Issuer in aggregate during the period from March 17, 2009 until October 7,
2009.

(2) This calculation is based on 703,839,976 Ordinary Shares outstanding, as
reported in the Issuer's report on Form 6-K, filed with the Securities and
Exchange Commission on March 17, 2009.

<PAGE>

CUSIP NO. 6280215                    13G                       PAGE 3 OF 8 PAGES

- --------------------------------------------------------------------------------
 1.  NAMES OF REPORTING PERSONS

     Mvelaphanda Gold (Proprietary) Limited(3)
- --------------------------------------------------------------------------------
 2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a)  [X]
     (b)  [_]
- --------------------------------------------------------------------------------
 3.  SEC USE ONLY

- --------------------------------------------------------------------------------
 4.  CITIZENSHIP OR PLACE OF ORGANIZATION

     The Republic of South Africa
- --------------------------------------------------------------------------------
                 5.  SOLE VOTING POWER
  NUMBER OF          NONE
    SHARES       ---------------------------------------------------------------
BENEFICIALLY     6.  SHARED VOTING POWER
  OWNED BY           50,000,000(4)
    EACH         ---------------------------------------------------------------
 REPORTING       7.  SOLE DISPOSITIVE POWER
   PERSON            NONE
    WITH         ---------------------------------------------------------------
                 8.  SHARED DISPOSITIVE POWER
                     50,000,000(4)
- --------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     50,000,000(4)
- --------------------------------------------------------------------------------
10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)

     [_]
- --------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     7.10%(5)
- --------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO
- --------------------------------------------------------------------------------

- ----------
(3) Mvelaphanda Gold (Proprietary) Limited is a wholly-owned direct subsidiary
of Mvelaphanda Resources Limited.

(4) The shares are held subject to a right of first refusal in favor of the
Issuer before any transfer to a third party. The shares have been pledged to
Deutsche Bank A.G. pursuant to financing arrangements between it and the
reporting persons. Deutsche Bank A.G. may in certain circumstances and in its
discretion, dispose of the pledged shares on behalf of the reporting persons in
order to meet margin requirements under the financing arrangements. Deutsche
Bank A.G. also has certain call option rights which are exercisable against
Mvelaphanda Gold (Proprietary) Limited in respect of up to 6,500,000 shares of
the Issuer in aggregate during the period from March 17, 2009 until October 7,
2009.

(5) This calculation is based on 703,839,976 Ordinary Shares outstanding, as
reported in the Issuer's report on Form 6-K, filed with the Securities and
Exchange Commission on March 17, 2009.

<PAGE>

CUSIP NO. 6280215                    13G                       PAGE 4 OF 8 PAGES


ITEM 1.

     (a) NAME OF ISSUER

         Gold Fields Limited

     (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

         150 Helen Road, Sandton, Johannesburg, South Africa

ITEM 2.

     (a) NAME OF PERSON FILING

         Mvelaphanda Resources Limited

         Mvelaphanda Gold (Proprietary) Limited

         As of the date of this filing, all of the shares are held by
         Mvelaphanda Gold (Proprietary) Limited, a wholly-owned direct
         subsidiary of Mvelaphanda Resources Limited.

     (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

         Mvelaphanda Resources Limited, 1A Albury Park, Magalieszicht Avenue,
         Dunkeld West, 2196, Sandton, South Africa.

         Mvelaphanda Gold (Proprietary) Limited, 1A Albury Park, Magalieszicht
         Avenue, Dunkeld West, 2196, Sandton, South Africa.

     (c) CITIZENSHIP

         The Republic of South Africa

     (d) TITLE OF CLASS OF SECURITIES

         Ordinary Shares of par value Rand 0.50 per share

     (e) CUSIP NUMBER

         6280215

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(b) OR
         240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

    (a)   [ ]     Broker or dealer registered under section 15 of the Act (15
                  U.S.C. 78o);

    (b)   [ ]     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

    (c)   [ ]     Insurance company as defined in section 3(a)(19) of the Act
                  (15 U.S.C. 78c);

    (d)   [ ]     Investment company registered under section 8 of the
                  Investment Company Act of 1940 (15 U.S.C. 80a-8);

    (e)   [ ]     An investment adviser in accordance with
                  ss.240.13d-1(b)(1)(ii)(E), (1);

    (f)   [ ]     An employee benefit plan or endowment fund in accordance with
                  ss.240.13d-1(b)(1)(ii)(F);

<PAGE>

CUSIP NO. 6280215                    13G                       PAGE 5 OF 8 PAGES


    (g)   [ ]     A parent holding company or control person in accordance with
                  ss.240.13d-1(b)(1)(ii)(G), 2;

    (h)   [ ]     A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act (12 U.S.C. 1813);

    (i)   [ ]     A church plan that is excluded from the definition of an
                  investment company under section 3(c)(14) of the Investment
                  Company Act of 1940 (15 U.S.C. 80a-3);

    (j)   [ ]     Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

         Not applicable

ITEM 4.  OWNERSHIP.

    (a)  AMOUNT BENEFICIALLY OWNED:

         50,000,000

    (b)  PERCENT OF CLASS:

         7.10%
    (c)  Number of shares as to which the person has:

         (i)   Sole power to vote or to direct the vote: None

         (ii)  Shared power to vote or to direct the vote: 50,000,000

         (iii) Sole power to dispose or to direct the disposition of: None

         (iv)  Shared power to dispose or to direct the disposition of:
               50,000,000

         As of the date of this filing, all of the shares are held by
         Mvelaphanda Gold (Proprietary) Limited, a wholly-owned direct
         subsidiary of Mvelaphanda Resources Limited.

         The shares are held subject to a right of first refusal in favor of the
         Issuer before any transfer to a third party. The shares have been
         pledged to Deutsche Bank A.G. pursuant to financing arrangements
         between it and the reporting persons. Deutsche Bank A.G. may in certain
         circumstances and in its discretion, dispose of the pledged shares on
         behalf of the reporting persons in order to meet margin requirements
         under the financing arrangements. Deutsche Bank A.G. also has certain
         call option rights which are exercisable against Mvelaphanda Gold
         (Proprietary) Limited in respect of up to 6,500,000 shares of the
         Issuer in aggregate during the period from March 17, 2009 until
         October 7, 2009.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

         If this statement is being filed to report the fact that as of the date
         hereof the reporting person has ceased to be the beneficial owner of
         more than five percent of the class of securities, check the following
         .

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

         Not applicable

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

         Not applicable

<PAGE>

CUSIP NO. 6280215                    13G                       PAGE 6 OF 8 PAGES


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         Not applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Not applicable

ITEM 10. CERTIFICATION.

         By signing below we certify that, to the best of our knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having that purpose or effect.

<PAGE>

                                   SIGNATURES

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

Dated:  March 30, 2009
                                             MVELAPHANDA RESOURCES LIMITED

                                             By: /s/ Bernard van Rooyen
                                                 -------------------------------
                                                 Name:  Bernard van Rooyen
                                                 Title: Deputy Chairman


                                             MVELAPHANDA GOLD (PROPRIETARY)
                                             LIMITED

                                             By: /s/ Bernard van Rooyen
                                                 -------------------------------
                                                 Name:  Bernard van Rooyen
                                                 Title: Deputy Chairman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex_99.txt
<DESCRIPTION>EXHIBIT A -- JOINT FILING AGREEMENT
<TEXT>
                                    EXHIBIT A

                             JOINT FILING AGREEMENT
                            Pursuant to Rule 13d-1(k)

         MVELAPHANDA RESOURCES LIMITED and MVELAPHANDA GOLD (PROPRIETARY)
LIMITED (the "Reporting Persons"), hereby agree that, unless differentiated,
this Schedule 13G is filed on behalf of each of the parties.

         Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning each of them contained therein, but none
of the Reporting Persons is responsible for the completeness or accuracy of the
information concerning any other Reporting Person.

Date: March 30, 2009
                                             MVELAPHANDA RESOURCES LIMITED

                                             By: /s/ Bernard van Rooyen
                                                 -------------------------------
                                                 Name:  Bernard van Rooyen
                                                 Title: Deputy Chairman


                                             MVELAPHANDA GOLD (PROPRIETARY)
                                             LIMITED

                                             By: /s/ Bernard van Rooyen
                                                 -------------------------------
                                                 Name:  Bernard van Rooyen
                                                 Title: Deputy Chairman

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
