UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Dated 26 February 2019

Commission File Number: 001-31318

GOLD FIELDS LIMITED

(Translation of registrant’s name into English)

150 Helen Rd.

Sandown, Sandton 2196

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
_____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
_____

Gold Fields Limited

(Reg. No. 1968/004880/06)

(Incorporated in the Republic of South Africa)

(“Gold Fields” or “the Company”)

JSE, NYSE, DIFX Share Code: GFI
ISIN Code: ZAE000018123

DEALING IN SECURITIES BY A DIRECTOR OF MAJOR SUBSIDIARIES

In compliance with paragraphs 3.63 to 3.74 of the

Listings Requirements of JSE Limited ("the Listings Requirements")

we hereby advise that Mr M Preece, a director of a Major

Subsidiaries Gold Fields Operations (GFO) and GFI Joint Venture Ltd,

purchased Gold Fields Limited shares on the open market in
accordance with the introduction of the Company’s Minimum

Shareholding Requirement (MSR) as approved at the AGM on 18 May

2016.

Minimum Shareholding Requirement (MSR): The MSR is mandatory for

Executives to hold GFL shares for a five year period based on the

following target shareholdings:

CEO: 200% of Annual Guaranteed Remuneration Package

CFO and other Executives: 100% of Annual Remuneration Package

Executives may commit in accordance with the MSR through the

election prior to the determination of cash bonuses, vesting of

shares awarded or through personal investment to commit Gold Fields

shares toward the satisfaction of the MSR.

Details of the transactions are set out below:

M Preece

Nature of transaction

On market purchase of shares

Transaction Date

25 February 2019

Number of Shares

31 000

Class of Security

Ordinary Shares

Market Price per Share

R5725.08

Total Value

R1,774,774.80

Vesting Period

Nil

Nature of interest

Direct and Beneficial

In terms of paragraph 3.66 of the Listings requirements the

necessary clearance to deal in the above securities has been

obtained.

26 February 2019

Sponsor:

JP Morgan Equities South Africa (Pty) Ltd

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorised.

GOLD FIELDS LIMITED

Dated: 26 February 2019

By:

/s/ Nicholas J. Holland

Name:

Nicholas J. Holland

Title:

Chief Executive Officer