UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(RULE 13d-102)
Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).
Gold Fields Limited
(Name of Issuer)
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
38059T106
(CUSIP/SEDOL Number)
December 31, 2010
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[X] Rule 13d-1 (b)
[ ] 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).
SCHEDULE 13G/A
Issuer: Gold Fields Limited CUSIP No.: 38059T106
1 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
First Eagle Investment Management, LLC
Tax ID # 57-1156902
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER - 39,323,679
BENEFICIALLY 6 SHARED VOTING POWER - 0
OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 40,019,844
REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 0
WITH:
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
40,019,844
10 CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9:
5.67%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G/A
Issuer: Gold Fields Limited CUSIP No.: 38059T106
ITEM 1
(a) Name of Issuer: Gold Fields Limited
(b) Address of Issuer's Principal Executive Offices:
150 Helen Road
Sandown, Sandton, 2196
South Africa
ITEM 2
(a) Name of Person Filing: First Eagle Investment Management, LLC
(b) Address of Principal Business Office:
1345 Avenue of the Americas
New York, NY 10105
(c) Citizenship: Delaware, USA
(d) Title of Class of Securities:
American Depositary Shares, each representing one Ordinary Share
(e) CUSIP No.: 38059T106
ITEM 3
If this statement is filed pursuant to Sections 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 if 1940
(15 U.S.C. 80a-8);
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations 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 insurance company under Section 3 (c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J).
SCHEDULE 13G/A
Issuer: Gold Fields Limited CUSIP No.: 38059T106
ITEM 4. Ownership.
(a) Amount beneficially owned: 40,019,844
(b) Percent of class: 5.67%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 39,323,679
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 40,019,844
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. Ownership of Five Percent or Less of a Class.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
First Eagle Investment Management, LLC (FEIM) (Formerly known as
Arnhold and S. Bleichroeder Advisers, LLC), an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940,
is deemed to be the beneficial owner of 40,019,844 shares, or 5.67%
of the ordinary shares believed to be outstanding as a result of
acting as investment adviser to various clients. Clients of FEIM
have the right to receive and the ultimate power to direct the
receipt of dividends from, or the proceeds of the sale of, such
securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
N/A
ITEM 8. Identification and Classification of Members of the Group.
N/A
ITEM 9. Notice of Dissolution of Group
N/A
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and 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 such securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
of effect.
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: February 10, 2011
Signature: /s/ Mark Goldstein
Name/Title: Mark Goldstein, Senior Vice President