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Randgold Resources (RRS)

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Wednesday 20 February, 2002

Randgold Resources

Director Shareholding

Randgold Resources Ld
20 February 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company
    Randgold Resources Limited

    2) Name of director
    Roger Alyn Williams


    3) Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder if it is a
    holding of that person's spouse or children under the age of 18 or in
    respect of a non-beneficial interest
    Beneficial holding


    4) Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)
    Roger Alyn Williams


    5) Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)
    Not Applicable


    6) Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary
    Purchase of Ordinary Shares


    7) Number of shares/amount of
    stock acquired
    315 (three hundred and fifteen) ordinary shares


    8) Percentage of issued class
    0.00


    9) Number of shares/amount
    of stock disposed
    Not Applicable


    10) Percentage of issued class

    Not Applicable

    11) Class of security

    Ordinary shares

    12) Price per share
    US$6.25


    13) Date of transaction
    18 February 2002


    14) Date company informed
    19 February 2002


    15) Total holding following this notification
    8435


    16) Total percentage holding of issued class following this notification
    0.04


    If a director has been granted options by the company please complete the
    following boxes

    17) Date of grant
    Not Applicable


    18) Period during which or date on which exercisable
    Not Applicable


    19) Total amount paid (if any) for grant of the option
    Not Applicable


    20) Description of shares or debentures involved: class, number
    Not Applicable


    21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise
    Not Applicable


    22) Total number of shares or debentures over which options held
    following this notification
    Not Applicable


    23) Any additional information
    Not Applicable


    24) Name of contact and telephone number for queries
    Not Applicable


    25) Name and signature of authorised company official responsible for
    making this notification
    Not Applicable
    Date of Notification.20 February 2002...............................






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