UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Randgold Resources Limited (Name of Issuer) Ordinary Shares (Title of Class of Securities) N/A (CUSIP Number) December 31, 2004 (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) [ ] Rule 13d-1(c) [x] 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). CUSIP NO. N/A 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Randgold & Exploration Company Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION South Africa NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 18,358,000 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 18,358,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,358,000 ordinary shares of the Issuer which Randgold & Exploration Company Limited may be deemed to beneficially own by virtue of its position as sole shareholder of Randgold Resources (Holdings) Limited. 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 31.00% 12 TYPE OF REPORTING PERSON CO CUSIP NO. N/A 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Randgold Resources (Holdings) Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 18,358,000 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 18,358,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,358,000 ordinary shares of the Issuer. 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 31.00% 12 TYPE OF REPORTING PERSON CO Item 1(a) NAME OF ISSUER: Randgold Resources Limited Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: La Motte Chambers La Motte Street St. Helier Jersey, JE1 1BJ Channel Islands Item 2(a) NAME OF PERSON FILING: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Randgold & Exploration Company Limited; and ii) Randgold Resources (Holdings) Limited Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: i) 3rd Floor, 28 Harrison Street Johannesburg South Africa ii) La Motte Chambers La Motte Street St. Helier Jersey, JE1 1BJ Channel Islands Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto. Item 2(d) TITLE OF CLASS OF SECURITIES: Ordinary Shares Item 2(e) CUSIP NUMBER: N/A Item 3 Not Applicable Item 4 OWNERSHIP: (a) Amount beneficially owned and (b) Percent of Class: See Items 5 through 11 of the cover pages attached hereto. This Schedule 13G shall not be construed as an admission that any Reporting Person, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act") or for other purposes, is the beneficial owner of any securities covered by this statement. (c) See Items 5 through 8 of the cover pages attached hereto. 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 OR CONTROL PERSON: Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10 CERTIFICATION: Not applicable SIGNATURES 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. February 14, 2005 RANDGOLD & EXPLORATION COMPANY LIMITED By: /s/ Roger Brett Kebble ------------------------------ Name: Roger Brett Kebble Title: Chief Executive Officer RANDGOLD RESOURCES (HOLDINGS) LIMITED By: /s/ Hendrik Christoffel Buitendag ----------------------------------- Name: Hendrik Christoffel Buitendag Title: Financial Director Exhibit A JOINT REPORTING AGREEMENT The undersigned, Randgold & Exploration Company Limited and Randgold Resources (Holdings) Limited, agree that the statement to which this exhibit is appended is filed on behalf of each of them. February 14 , 2005 RANDGOLD & EXPLORATION COMPANY LIMITED By: /s/ Roger Brett Kebble ------------------------------ Name: Roger Brett Kebble Title: Chief Executive Officer RANDGOLD RESOURCES (HOLDINGS) LIMITED By: /s/ Hendrik Christoffel Buitendag ----------------------------------- Name: Hendrik Christoffel Buitendag Title: Financial Director