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