GFI Gold Fields Ltd

CUSIP NO. 6280215 13G PAGE 2 OF 8 PAGES

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 1. NAMES OF REPORTING PERSONS

 Mvelaphanda Resources Limited
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 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) [X]
 (b) [_]
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 3. SEC USE ONLY

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 4. CITIZENSHIP OR PLACE OF ORGANIZATION

 The Republic of South Africa
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 5. SOLE VOTING POWER
 NUMBER OF NONE
 SHARES ---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
 OWNED BY 50,000,000(1)
 EACH ---------------------------------------------------------------
 REPORTING 7. SOLE DISPOSITIVE POWER
 PERSON NONE
 WITH ---------------------------------------------------------------
 8. SHARED DISPOSITIVE POWER
 50,000,000(1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 50,000,000(1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 (SEE INSTRUCTIONS)

 [_]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.10%(2)
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 CO
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(1) As of the date of this filing, all of these shares are held by Mvelaphanda
Gold (Proprietary) Limited, a wholly-owned direct subsidiary of Mvelaphanda
Resources Limited. The shares are held subject to a right of first refusal in
favor of the Issuer before any transfer to a third party. The shares have been
pledged to Deutsche Bank A.G. pursuant to financing arrangements between it and
the reporting persons. Deutsche Bank A.G. may in certain circumstances and in
its discretion, dispose of the pledged shares on behalf of the reporting persons
in order to meet margin requirements under the financing arrangements. Deutsche
Bank A.G. also has certain call option rights which are exercisable against
Mvelaphanda Gold (Proprietary) Limited in respect of up to 6,500,000 shares of
the Issuer in aggregate during the period from March 17, 2009 until October 7,
2009.

(2) This calculation is based on 703,839,976 Ordinary Shares outstanding, as
reported in the Issuer's report on Form 6-K, filed with the Securities and
Exchange Commission on March 17, 2009.

CUSIP NO. 6280215 13G PAGE 3 OF 8 PAGES

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 1. NAMES OF REPORTING PERSONS

 Mvelaphanda Gold (Proprietary) Limited(3)
--------------------------------------------------------------------------------
 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) [X]
 (b) [_]
--------------------------------------------------------------------------------
 3. SEC USE ONLY

--------------------------------------------------------------------------------
 4. CITIZENSHIP OR PLACE OF ORGANIZATION

 The Republic of South Africa
--------------------------------------------------------------------------------
 5. SOLE VOTING POWER
 NUMBER OF NONE
 SHARES ---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
 OWNED BY 50,000,000(4)
 EACH ---------------------------------------------------------------
 REPORTING 7. SOLE DISPOSITIVE POWER
 PERSON NONE
 WITH ---------------------------------------------------------------
 8. SHARED DISPOSITIVE POWER
 50,000,000(4)
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 50,000,000(4)
--------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 (SEE INSTRUCTIONS)

 [_]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.10%(5)
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 CO
--------------------------------------------------------------------------------

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(3) Mvelaphanda Gold (Proprietary) Limited is a wholly-owned direct subsidiary
of Mvelaphanda Resources Limited.

(4) The shares are held subject to a right of first refusal in favor of the
Issuer before any transfer to a third party. The shares have been pledged to
Deutsche Bank A.G. pursuant to financing arrangements between it and the
reporting persons. Deutsche Bank A.G. may in certain circumstances and in its
discretion, dispose of the pledged shares on behalf of the reporting persons in
order to meet margin requirements under the financing arrangements. Deutsche
Bank A.G. also has certain call option rights which are exercisable against
Mvelaphanda Gold (Proprietary) Limited in respect of up to 6,500,000 shares of
the Issuer in aggregate during the period from March 17, 2009 until October 7,
2009.

(5) This calculation is based on 703,839,976 Ordinary Shares outstanding, as
reported in the Issuer's report on Form 6-K, filed with the Securities and
Exchange Commission on March 17, 2009.

CUSIP NO. 6280215 13G PAGE 4 OF 8 PAGES


ITEM 1.

 (a) NAME OF ISSUER

 Gold Fields Limited

 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

 150 Helen Road, Sandton, Johannesburg, South Africa

ITEM 2.

 (a) NAME OF PERSON FILING

 Mvelaphanda Resources Limited

 Mvelaphanda Gold (Proprietary) Limited

 As of the date of this filing, all of the shares are held by
 Mvelaphanda Gold (Proprietary) Limited, a wholly-owned direct
 subsidiary of Mvelaphanda Resources Limited.

 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 Mvelaphanda Resources Limited, 1A Albury Park, Magalieszicht Avenue,
 Dunkeld West, 2196, Sandton, South Africa.

 Mvelaphanda Gold (Proprietary) Limited, 1A Albury Park, Magalieszicht
 Avenue, Dunkeld West, 2196, Sandton, South Africa.

 (c) CITIZENSHIP

 The Republic of South Africa

 (d) TITLE OF CLASS OF SECURITIES

 Ordinary Shares of par value Rand 0.50 per share

 (e) CUSIP NUMBER

 6280215

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.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 of 1940 (15 U.S.C. 80a-8);

 (e) [ ] An investment adviser in accordance with
 ss.240.13d-1(b)(1)(ii)(E), (1);

 (f) [ ] An employee benefit plan or endowment fund in accordance with
 ss.240.13d-1(b)(1)(ii)(F);

CUSIP NO. 6280215 13G PAGE 5 OF 8 PAGES


 (g) [ ] A parent holding company or control person in accordance with
 ss.240.13d-1(b)(1)(ii)(G), 2;

 (h) [ ] A savings association 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
 investment company under section 3(c)(14) of the Investment
 Company Act of 1940 (15 U.S.C. 80a-3);

 (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 Not applicable

ITEM 4. OWNERSHIP.

 (a) AMOUNT BENEFICIALLY OWNED:

 50,000,000

 (b) PERCENT OF CLASS:

 7.10%
 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote: None

 (ii) Shared power to vote or to direct the vote: 50,000,000

 (iii) Sole power to dispose or to direct the disposition of: None

 (iv) Shared power to dispose or to direct the disposition of:
 50,000,000

 As of the date of this filing, all of the shares are held by
 Mvelaphanda Gold (Proprietary) Limited, a wholly-owned direct
 subsidiary of Mvelaphanda Resources Limited.

 The shares are held subject to a right of first refusal in favor of the
 Issuer before any transfer to a third party. The shares have been
 pledged to Deutsche Bank A.G. pursuant to financing arrangements
 between it and the reporting persons. Deutsche Bank A.G. may in certain
 circumstances and in its discretion, dispose of the pledged shares on
 behalf of the reporting persons in order to meet margin requirements
 under the financing arrangements. Deutsche Bank A.G. also has certain
 call option rights which are exercisable against Mvelaphanda Gold
 (Proprietary) Limited in respect of up to 6,500,000 shares of the
 Issuer in aggregate during the period from March 17, 2009 until
 October 7, 2009.

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.

 Not applicable

CUSIP NO. 6280215 13G PAGE 6 OF 8 PAGES


ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 Not applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 Not applicable

ITEM 10. CERTIFICATION.

 By signing below we certify that, to the best of our knowledge and
 belief, the securities referred to above 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 the securities and were not acquired and
 are not held in connection with or as a participant in any transaction
 having that purpose or effect.