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						June 23, 2006

Via Facsimile ((011-4420) 7519-7070) and U.S. Mail

Richard Ely, Esq.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
England

	Re:	DRDGold Limited
		Schedule TO-I
		Filed June 19, 2006
		File No. 005-79767

Dear Mr. Ely:

      We have reviewed your filing and have the following
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.

Schedule TO-I
1. Provide an analysis supporting your conclusion that the
exemption
provided by section 3(a)(9) of the Securities Act of 1933 is
available for this transaction.  We note the adjustment to the
conversion ratio being provided to tendering security holders
above
that applicable to security holders who convert their securities
under the terms of the indenture.  Further,  on a supplemental
basis,
please provide us with further clarification regarding the
services
to be rendered by the exchange agent in connection with the
exchange
offer and explain to us why the services will not constitute
"soliciting" tenders of the subject securities within the meaning
of
Section 3(a)(9).


Item 3.  Identity and Background of Filing Person
2. Please revise your disclosure to include this disclosure in the
offer document as delivered to security holders.

Item 10. Financial Statements
3. It appears that certain financial information has been
incorporated by reference to satisfy Item 1010(a) of Regulation M-
A.
Please provide the pro forma financial information pursuant to
Item
1010(b) of Regulation M-A, if applicable, and the complete
summarized
financial information as required by Instruction 6 to Item 10 of
Schedule TO.  Please advise us regarding whether you intend to
disseminate that information to security holders.  Refer to
telephone
interpretation H.7 in the July 2001 supplement to our "Manual of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at www.sec.gov  for additional guidance.

Offer to Exchange

Cover page
4. Because the offer expires at 5:00 p.m. instead of midnight on
what
is the twentieth business day following commencement, it appears
that
the offer is open for less than the full twenty business days.
Please make the necessary revisions in the offer document, letter
of
transmittal and related documents to comply with Rule 13e4-
(f)(1)(i).
See Question and Answer 8 in Exchange Act Release No. 16623 (March
5,
1980).
5. Your ability "to terminate the Exchange Offer ... for any
reason
or no reason" renders the offer illusory.  Please revise this
section, the conditions section and throughout the document to
eliminate this right.

Cautionary Statement Concerning Forward-Looking Statements, page 6
6. We note your reference to forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 in
this section and a similar statement in exhibit (a)(5)(i) to your
Schedule TO.  Note that the safe harbor protections for forward-
looking statements contained in the federal securities laws do not
apply to statements made in connection with a tender offer.  See
Section 21E(b)(2)(C) of the Securities Exchange Act of 1934 and
Regulation M-A telephone interpretation M.2 available at
www.sec.gov
in the July 2001 Supplement to the Division of Corporation
Finance`s
Manual of Publicly Available Telephone Interpretations.  Please
revise to delete the reference and confirm that you will avoid
making
reference to that Act in all future communications in connection
with
the tender offer.
7. We also note the disclaimer that you do not undertake any
obligation to update any forward-looking statements.  This
disclaimer
is inconsistent with the requirements of General Instruction F of
Schedule TO and your obligations under Rule 13e-4(c)(3) to amend
the
Schedule to reflect a material change in the information
previously
disclosed.  Please revise to delete this statement and confirm
that
you will avoid using this statement in all future communications.

Certain Income Tax Considerations, page 76
8. Revise this section to clarify that you describe all material
federal tax consequences of the transaction, not only "certain"
consequences.
9. Delete the references to this discussion being "solely for
informational purposes" in the legend on page 76.  Security
holders
are entitled to rely upon the discussion.
10. Provide an analysis supporting your reference to Treasury
Department Circular 230 or delete the legend.  Also, while you may
recommend that security holders consult their individual tax
advisors
with respect to their particular tax consequences, you may not
"urge"
them to do so.  Please revise here and throughout this section.

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.

	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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Special Counsel
						Office of Mergers and Acquisitions
Richard Ely, Esq.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
June 23, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE


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