EXHIBIT 4.22

                          FIFTH CONTRACT OF EMPLOYMENT

between

RANDGOLD RESOURCES LIMITED

(registration number 62686)
a Company incorporated in Jersey, Channel Islands
("the Company")

and

DENNIS MARK BRISTOW

("the Employee")


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                                TABLE OF CONTENTS

1.    INTRODUCTION......................................................       3
2.    EMPLOYMENT........................................................       3
3.    DUTIES............................................................       4
4.    FOURTH CONTRACT OF EMPLOYMENT.....................................       5
5.    REMUNERATION PACKAGE..............................................     5-6
6.    SECURITY..........................................................       6
7.    EXPENSES..........................................................       6
8.    BONUS SCHEME......................................................     7-9
9.    RESTRICTED SHARES.................................................    9-10
10.   HOLIDAYS..........................................................      10
11.   LIFE ASSURANCE....................................................      10
12.   APPLICATION OF PROVISIONS OF PERSONNEL MANUALS....................      11
13.   INCAPACITY........................................................   11-12
14.   TERMINATION.......................................................   12-13
15.   CONFIDENTIALITY AND RESTRAINT.....................................   13-15
16.   RETURN OF COMPANY PROPERTY........................................      16
17.   DOMICILIUM........................................................   16-17
18.   GENERAL...........................................................   17-19
19.   ADDENDUM..........................................................   20-21



                                                                               3


THE PARTIES AGREE AS FOLLOWS:

1.     INTRODUCTION

       It is recorded that -

1.1    the Employee is at present employed by the Company in the position of
       Chief Executive Officer in terms of a written contract of employment
       ("Fourth Contract of Employment"),

1.2    the parties have negotiated and now wish to record the terms of a further
       contract of employment ("Fifth Contract of Employment").

2.     EMPLOYMENT

2.1    Notwithstanding the date of signature hereof, the Employee shall be
       deemed to have employed by the Company under his Fifth Contract of
       Employment as from the 1st APRIL 2004 ("Commencement date"). It is noted
       that the April date relates to the Company's previous financial year end.
       In the current circumstances, the period of employment for the year 2004
       will be 9 (nine) months, thereafter the fifth contract of employment will
       run in accordance with a calendar and the Company's fiscal year.

2.2    The employment relationship of the Employee as Chief Executive Officer of
       the Company is designed to de defined through a rolling three-year
       contract which will be renewable annually for three-year periods by
       mutual consent.



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3.     DUTIES

3.1    As Chief Executive Officer of the Company, the Employee shall:

3.1.1  undertake such duties and exercise such powers in relation to the
       Company, its associated companies and their businesses as the board of
       directors of the Company (the "Board") shall from time to time assign to
       or vest in him, provided however, that the Board shall ensure that such
       duties and powers shall not conflict with one another;

3.1.2  in the discharge of such duties and in the exercise of such powers
       observe and comply with all resolutions, regulations and directives from
       time to time made or given by the Board; and

3.1.3  use his best endeavours to properly conduct, improve, extend, develop,
       promote, protect and preserve the business interest, reputation and
       goodwill of the Company and its associated companies.

3.2    For the purposes of this Agreement, "associated company" or "associated
       companies" means -

3.2.1  any company or entity which is directly or indirectly controlled by the
       Company,



                                                                               5


3.3    The Employee shall at all times promptly give to the Board (in writing,
       if so requested) all such information and explanations as it requires in
       connection with matters relating to his employment or with the business
       of the Company and/or its associated companies.

3.4    It shall be part of the normal duties of the Employee at all times to
       consider in what manner and by what new methods or devices the products,
       services, processes, equipment or systems of the Company and associated
       companies might be improved, and promptly to give to the Secretary of the
       Company full details of any invention or improvement which he may from
       time to time make or discover in the course of his duties, and to further
       the interests of the Company and its associated companies' undertakings
       with regard thereto. Any such invention or improvement shall be the
       property of the Company and the Employee shall take all steps as may be
       necessary and reasonably required by the Company, at the sole expense of
       the Company, to ensure that the Company obtains complete and exclusive
       legal title to any such invention or improvement.

4.     FOURTH CONTRACT OF EMPLOYMENT

4.1    This Fifth Contract of Employment supersedes the Fourth Contract of
       Employment as from the Commencement Date.

5.     REMUNERATION PACKAGE

5.1    As from the Commencement Date, the Employee's remuneration package shall
       be US$600,00 per annum, which shall be reviewed annually on renewal of
       the three year rolling contract period with a view to effecting
       appropriate annual increases.

5.2    The composition of the Employee's remuneration package shall be the
       following -



                                                                               6


5.2.1  a salary, which shall be equal to the difference between US$600,000 and
       the cost to the Company of providing the other components of the package
       set out in 5.2.2 and 5.2.3;

5.2.2  the contributions payable by the Company in respect of the Employee and
       his wife and children to the medical aid scheme of which the Employee is
       a member, all of which shall be for the account of the Company,

5.2.3  the monthly contributions payable by the Company in respect of the
       Employee to any pension, provident or retirement annuity funds nominated
       by the Employee, all of which shall be for the account of the Company.

5.3    The Employee's salary shall be payable by equal monthly instalments (and
       proportionately for any lesser period, each monthly instalment being
       deemed to accrue rateably from day to day) in arrears on the last day of
       each month.

6.     SECURITY

       The Company shall at its cost provide appropriate security and security
       services at the Employee's residence.

7.     EXPENSES

7.1    The Employee shall be reimbursed for all traveling, hotel and other
       out-of-pocket expenses reasonably incurred by him in or about the
       discharge of his duties hereunder.



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7.2    The Employee shall be reimbursed all costs and expenses incurred by him
       in connection with his home telephone.

7.3    The Company requires the Employee to be a member of an appropriate club
       for various reasons, including the entertainment of clients and customers
       of the Company and shall pay the annual membership fees of such club.

7.4    The Company shall meet the Employee's membership fees of such
       professional bodies as it deems are required.

7.5    Should it become necessary during the Employee's periods of work anywhere
       in the world to be evacuated from his place of work for medical reasons,
       the Company shall arrange for such evacuation and the costs thereof shall
       be for the Company's account.

8.     BONUS SCHEME

8.1    Over and above the remuneration package and other benefits stipulated in
       this Fifth Contract of Employment, the Employee shall be eligible for an
       annual bonus related to share price appreciation during the bonus period.

8.2    The Employee shall be entitled to be paid a bonus in United States
       Dollars in respect of the this fifth contract of employment, with regard
       to the period 1st April 2004 and ending on 31 March 2005, and thereafter
       in respect of each 12 month period of employment with the Company,
       commencing on 1st April each year and ending on 31 march if the ruling
       price of ordinary shares in the Company for that Bonus Period as defined
       in 8.4, is higher than the base price for that Employment Period, as
       defined in 8.3.



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8.3    The base price shall be in the case of each of the employment periods in
       respect of which a bonus is to be calculated, the weighted average price
       of ordinary shares in the Company quoted on the Nasdaq Stock market over
       the last calendar month preceding the bonus period in respect of which
       the bonus is being calculated.

8.4    The ruling price for each bonus period shall be the weighted average
       price of ordinary shares in the Company quoted on the Nasdaq Stock Market
       over the last calendar month of that bonus period.

8.5    Should a bonus become payable to the Employee in respect of any bonus
       period, then the amount of such bonus shall be calculated in accordance
       with the following formula:

           B = 300 000 (P(2)-P(1))

           Where   B      is the amount of the bonus, in United States Dollars;

                   P(2)   is the ruling price for the bonus period in respect of
                          which the bonus is being calculated, as defined in
                          8.4; and

                   P(1)   is the base price for the bonus period in respect of
                          which the bonus is being calculated,



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8.6    In the above formula, the factor 300 000 (Three hundred thousand)
       represents a fictional shareholding of 300 000 (Three hundred thousand)
       shares in the share capital of the Company as presently constituted.
       Should the ordinary shares in the Company which are listed on the Nasdaq
       Stock market be consolidated or sub-divided, then the ruling price and
       the base price stipulated in 8.2 and the formula n 8.5 shall be modified
       by agreement between the parties in such a way as to give effect to the
       original intention of the parties. In the event that the parties do not
       agree on the terms of such modification, the matter shall be referred to
       the Company's Remuneration Committee, whose decision shall be final and
       binding upon the parties.

8.7    Should the Company become subject to or involved in any re-organisation,
       unbundling, scheme of arrangement or other change of circumstances which
       directly or indirectly prejudices the Employee's prospective bonus(es)
       under the bonus scheme as set out in this clause, then the parties shall
       endeavour to reach agreement on a modified or substituted bonus scheme
       which will give effect to the original intent of the bonus scheme.
       Failing such agreement, the terms of the modified or substituted bonus
       scheme shall be determined by the Company's Remuneration Committee, whose
       decision shall be final and binding upon the parties.

9.     RESTRICTED SHARE AWARD (SPECIAL LONG TERM INCENTIVE PLAN)

       It is agreed that the Board of directors may, at its discretion, grant
       the Employee an award of restricted shares. In the event of such an award
       being so granted, the terms and conditions of such an award shall be



                                                                              10


       set out in an addendum to this contract of employment. The payment of the
       award requires the independent verification of satisfactory achievement
       (i.e. achievement at a 70% or above overall level) over the previous year
       of strategic measurable "Outputs" (deliverables) agreed by the Board and
       the incumbent (and as defined in the "Board approved" Company Strategic
       Planning Review documents for the relevant period). The award relates to
       a period considered critical by the Board for the Company's future
       prospects.

10.    HOLIDAYS

       The Employee shall be entitled to 33 (thirty three) working days paid
       holiday in each successive period of 12 (twelve) months commencing on 1
       April 2004, to be taken at such times as the Board shall consider most
       convenient, having regard to the requirements of the Company's business.
       A maximum of 60 (sixty) days leave may be accumulated. The accumulated
       leave days may be extended beyond sixty days with approval from the Board
       of Directors.

11.    LIFE ASSURANCE

       Subject to the insurance company's requirements, life assurance cover
       against death is provided for the Employee whilst the Employee is a
       member of the Company's Provident Fund, as follows:

11.1   3 (three) years' pensionable salary; and



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11.2   non contributory cover equal to 2 (two) years' pensionable salary,
       payable in US Dollars.

12.    APPLICATION OF PROVISIONS OF PERSONNEL MANUALS

12.1   The terms and conditions of employment as contained in any of the
       Company's personnel policies and manuals are incorporated into this
       Agreement and the Employee shall be bound by the provisions thereof.

12.2   The Employee's entitlement to any benefit other than those recorded in
       this Agreement shall be governed by the appropriate provisions of the
       Company's personnel policies and manuals.

12.3   It is expressly provided that such policies and manuals may be changed,
       added to and/or deleted from time to time at the discretion of the
       Company and it is agreed that by accepting these terms and conditions,
       the Employee hereby accepts any such changes, which will be appropriately
       communicated to him.

12.4   In the event of a conflict between the provisions of the personnel
       policies and manuals and the provisions of this Agreement, the provisions
       of this Agreement shall override those contained in the personnel
       policies and manuals.

13.    INCAPACITY

13.1   If the Employee at any time be incapacitated or prevented by illness,
       injury, accident or any other circumstance beyond his control (the
       "incapacity") from discharging his full duties hereunder for a total of



                                                                              12


       180 (one hundred and eighty) or more days in any 12 (twelve) consecutive
       calendar months, the Company may by notice in writing to the Employee
       given at any time so long as the incapacity shall continue:

13.1.1 discontinue payment in whole or in part of the salary on and from such
       dates as may be specified in the notice until the incapacity shall cease;
       or

13.1.2 whether or not payment shall already have been discontinued, terminate
       this Agreement forthwith or on such date as may be specified in the
       notice.

13.2   Save as hereinafter provided the salary shall, notwithstanding the
       incapacity, continue to be paid to the Employee in accordance with 5, in
       respect of the period of incapacity prior to such discontinuance or
       termination.

13.3   Notwithstanding the above, whilst the Employee is a member of the
       Company's Provident Fund, the Employee shall be covered against temporary
       and permanent disability under the Company's insurance policies.

       Therefore, to the extent that the Employee receives payment of a
       disability benefit in terms of any such insurance policies, the Company
       will not pay to the Employee his salary in terms of clause 5 above.

14.    TERMINATION

14.1   This Agreement may be terminated forthwith by the Company without prior
       notice if the Employee shall at any time



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14.1.1 commit any serious or persistent breach of any provisions contained in
       this Agreement;

14.1.2 be guilty of misconduct or willful neglect in the discharge of his
       duties;

14.1.3 become insolvent or make any arrangement or composition with his
       creditors;

14.2   Notwithstanding the provisions of clause 13 above, become permanently
       incapacitated by accident or ill-health from performing his duties under
       this Agreement and for the purposes of this sub-clause incapacity for 3
       (three) consecutive months or an aggregate period of 6 (six) months in
       any period of 12 (twelve) months shall be deemed to be permanent
       incapacity.

14.3   Subject to the provisions set out in 14.1 above, either the Employee or
       the Company may terminate the relationship by giving to the other party
       three month's notice in writing. In such a case the party giving the
       notice will be required to pay to the other the amount payable in terms
       of the contract period outstanding.

14.4   Notwithstanding the aforegoing, the Employee's employment will terminate
       through effluxion of time on reaching the age of 60 (sixty).

15.    CONFIDENTIALITY AND RESTRAINT

15.1   It is recorded that in the performance of his duties for the Company
       anywhere in the world, the Employee will:



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15.1.1 acquire knowledge of the know-how, trade secrets and other confidential
       information of the Company relating to its and associated companies'
       activities;

15.1.2 derive considerable benefit from the technical and/or business experience
       which he will obtain from the Company and associated companies.

15.2   For one or more or all of the reasons set forth in 15.1, it is agreed
       that in order to protect the proprietary interests of the Company and
       associated companies the Employee shall not:

15.2.1 either during the continuance of his employment or thereafter, for a
       period of 24 months, divulge or disclose or use any information or
       knowledge so acquired by him relating to the matters set forth in 15.1.1,
       to any person whomsoever, whether for his own benefit or otherwise,
       except to those officials of the Company whose province it is to know the
       same; or

15.2.2 during the continuance of his employment and for a period of 12 (twelve)
       months thereafter, entice or solicit or canvass the services of any
       person, company or entity with whom the Company or any associated company
       has a written agreement at the date of termination of the Employee's
       employment, away from any such company, or accept or be interested in any
       such services, whether for his own benefit or otherwise.

15.3   The Employee undertakes not to do any of the things set forth in 15.2,
       either directly or indirectly and whether as a director or partner or
       owner or principal or agent or representative or shareholder or financier
       or employee.



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15.4   The Employee agrees that:

15.4.1 the restraints set out above are reasonable as to their subject matter,
       area and duration, to protect the Company's proprietary interests;

15.4.2 each of the restraints set out in clause 15.2, are separate and
       independent restraints severable from any of the other restraints set out
       therein;

15.4.3 the time period for which he is restrained from doing any of the things
       set out above shall be severable as to each calendar month within that
       period; and

15.4.4 if any one or more of the restraints set out above are invalid or
       unenforceable for any reason, the validity of any of the other restraints
       shall not be affected thereby.

15.5   As consideration for the Employee agreeing to the restraints described in
       15.2, it is recorded and agreed that the Company will forthwith pay the
       Employee an amount equal to twice the gross amount of the Employee's
       remuneration package stated in clause 5.1 of US$600,000 (Six hundred
       thousand United States Dollars) less the amount of US$760,000 paid
       previously to the Employee during his second, Third and Fourth Contracts
       of Employment, which amounts to US$440,000, on the following basis:

15.5.1 should the Employee commit a material breach of the restraint
       undertakings given by the Employee in Clause 15, then if the breach is
       one which is not capable of being remedied or being a breach which is
       capable of being remedied is not remedied within 30 (thirty) days after
       written demand given by the Company to the Employee, the Company shall be
       entitled to institute action against the Employee for agreed damages of
       US$1,200,000 in order to compensate the Company for the harm suffered by
       the Company.



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16.    RETURN OF COMPANY PROPERTY

       The Employee shall promptly whenever requested by the Company and, in any
       event upon the termination of his employment with the Company, deliver to
       the Company all lists of clients or customers, correspondence and all
       other documents, papers and records which may have been prepared by him
       or have come into his possession in the course of his employment with the
       Company, and the Employee shall not be entitled and shall not retain any
       copies thereof. Title and copyright therein shall vest in the Company
       and, where appropriate, any associated company.

17.    DOMICILIUM

17.1   The parties hereto respectively choose domicilium citandi et executandi
       for all purposes of and in connection with this Agreement as follows:

17.1.1  the Company   La Motte Chambers
                      St Helier
                      Jersey, Channel Islands

17.1.2 the Employee   La Motte Chambers
                      St Helier
                      Jersey, Channel Islands

17.2   Any notice to any party shall be addressed to it at its domicilium as
       aforesaid and either sent by pre-paid registered post, delivered by hand,
       or sent by telefax transmission.

       In case of any notice:



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17.2.1 delivered by hand, it shall be deemed to have been received, unless the
       contrary is proved, on the date of delivery, provided such date is a
       business day, otherwise on the following business day;

17.2.2 sent by pre-paid registered post it shall be deemed to have been
       received, unless the contrary is proved, on the seventh business day
       after posting;

17.2.3 sent via telefax transmission, shall be deemed to have been received on
       the same day, provided such day is a business day, otherwise on the
       following business day. The party giving notice by telefax transmission
       shall have the onus of proving that the telefax was received by the
       addressee.

17.3   Any party shall be entitled by notice to the other, to change its
       domicilium provided that the change will become effective only business
       days after service of the notice in question.

17.4   For the purposes hereof, "business day" means any day other than a
       Saturday, Sunday or public holiday.

18.    GENERAL

18.1   No alteration, cancellation, variation of, or addition hereto shall be of
       any force or effect unless reduced to writing and signed by the parties
       as an addendum to this Agreement or their duly authorised signatures.



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18.2   Subject only to 18.1, this document contains the entire agreement between
       the parties and neither party shall be bound by any undertakings,
       representations or warranties not recorded herein.

18.3   No indulgence, leniency or extension of time which either party (the
       "grantor") may grant or show to the other, shall in any way prejudice the
       grantor or preclude the grantor from exercising any of its/his rights in
       the future.

18.4   Neither party may cede or assign its/his rights and delegate its/his
       obligations in terms of this Agreement without the prior written approval
       of the other party.

18.5   Each party warrants and undertakes to the other that -

18.5.1 it is not acting as undisclosed agent or nominee for any person in
       entering into this Agreement; and

18.5.2 it is entering into this Agreement to secure the benefits of this
       Agreement for itself only and for no other person.

18.6   The headings appearing in this Agreement have been used for reference
       purposes only and shall not affect its interpretation.

18.7   The Company shall bear the costs of an incidental to the negotiation,
       preparation and conclusion of this Agreement.

18.8   The interpretation and enforcement of this Agreement shall at all times
       be governed by Jersey law prevailing from time to time, and the parties
       hereto hereby consent and submit to the jurisdiction of the Courts of
       Jersey in all matters arising from or concerning this Agreement.



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18.9   If any clause or term of this Agreement should be invalid, unenforceable
       or illegal, then the remaining terms and provisions of this Agreement
       shall be deemed to be severable therefrom and shall continue in full
       force and effect unless such invalidity, unenforceability or illegality
       goes to the root of this Agreement.

18.10  The Employee's rights under this Agreement are not capable of assignment
       or hypothecation, nor of attachment by the Employee's creditors.

THUS DONE and SIGNED by P. Lietard at Paris on this the 31 day of January 2005,
in the presence of the undersigned witnesses, the signatory hereby warranting by
his signature that he is duly authorised thereto.

AS WITNESSES :


1. /s/ David Haddon
   ----------------------------------


2. /s/ Aubrey L. Paverd
   ----------------------------------


                                        /s/ Philippe Lietard
                                        ----------------------------------------
                                        For and on behalf of Randgold
                                        Resources Limited

                                        Capacity: Chairman

THUS DONE and SIGNED by the EMPLOYEE at Paris on this the 31 day of January
2005, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duly authorised hereto.

AS WITNESSES :


1. /s/ Robert I Israel
   ----------------------------------


2. /s/ David Haddon
   ----------------------------------


                                        /s/ D. Mark Bristow
                                        ----------------------------------------
                                        D M Bristow



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                  ADDENDUM TO THE FIFTH CONTRACT OF EMPLOYMENT

                             OF DENNIS MARK BRISTOW

1.     AWARD OF RESTRICTED STOCK

       In terms of the provisions of clause 9 of the Fifth Contract of
       Employment, the Company had the right to award the Employee, on such
       occasions as it deems appropriate, an award of restricted stock. The
       Company consented to award the employee an award of restricted stock of
       150,000 shares.

2.     TERMS AND CONDITIONS OF THE AWARD

2.1    The award of restricted stock to the Employee was granted with effect
       from 1 April 2004.

2.2    The award is subject to the Employee achieving an 70% level in respect of
       the strategic measurable outputs agreed by the Board and the Employee (as
       defined in the Board approved Company strategic planning review document
       for the relevant period). The Remuneration Committee of the Company will
       be responsible for confirming that the Employee has achieved the
       percentage level set by the Board. It is noted that the period in
       question relates to the particular company financial year in question.

2.3    In terms of the award approved by the Board, the Employee will be
       entitled to the shares in three tranches:

2.3.1  in respect of one-third of the shares, after 9 (nine) months have elapsed
       from the date the restricted stock was awarded;

2.3.2  in respect of two-third of the shares, after 21 (twenty one) months have
       elapsed from the date the restricted stock was awarded;

2.3.3  in respect of all of the shares, after 33 (thirty three) months have
       elapsed from the date the restricted stock was awarded.



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THUS DONE and SIGNED by P. Lietard at Paris on this the 31 day of January 2005,
in the presence of the undersigned witnesses, the signatory hereby warranting by
his signature that he is duly authorised thereto.

AS WITNESSES :


1. /s/ David Haddon
   ----------------------------------


2. /s/ Aubrey L. Paverd
   ----------------------------------


                                        /s/ Philippe Lietard
                                        ----------------------------------------
                                        For and on behalf of Randgold
                                        Resources Limited
                                        Capacity:

THUS DONE and SIGNED by the EMPLOYEE at Paris on this the 31 day of January
2005, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duly authorised hereto.

AS WITNESSES :


1. /s/ Robert I Israel
   ----------------------------------


2. /s/ David Haddon
   ----------------------------------


                                        /s/ D. Mark Bristow
                                        ----------------------------------------
                                        D M Bristow