<PAGE>   1






     As filed with the Securities and Exchange Commission on April 21, 1994
                                                    Registration No. 33-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                --------------

                          BATTLE MOUNTAIN GOLD COMPANY
             (Exact name of registrant as specified in its charter)

           NEVADA                                       76-0151431
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

   333 CLAY STREET, 42ND FLOOR                          77002-4103
        HOUSTON, TEXAS                                  (Zip Code)
(Address of Principal Executive Offices)                
                                                        
- --------------------------------------------------------------------------------
                         1994 LONG-TERM INCENTIVE PLAN
                                       OF
                          BATTLE MOUNTAIN GOLD COMPANY
                            (Full title of the plan)
- --------------------------------------------------------------------------------
                                ROBERT J. QUINN
                       VICE PRESIDENT AND GENERAL COUNSEL
                          BATTLE MOUNTAIN GOLD COMPANY
                          333 CLAY STREET, 42ND FLOOR
                             HOUSTON, TEXAS  77002
                    (Name and address of agent for service)
                                 (713) 650-6400
         (Telephone number, including area code, of agent for service)

                                --------------

                        CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
     Title of                                    Proposed maximum          Proposed
 securities to be           Amount to be          offering price       maximum aggregate          Amount of
   registered                registered            per share(1)        offering price(1)      registration fee
- ----------------------------------------------------------------------------------------------------------------
<S>                   <C>                        <C>                  <C>                      <C>
Common Stock,
par value $0.10
per share(2)             4,000,000 shares           $9.9375              $39,750,000              $13,707
</TABLE>
===============================================================================
         (1)     Estimated pursuant to Rule 457(c) and (h) solely for purposes
                 of computing the registration fee and based upon the average
                 of the high and low prices reported on the New York Stock
                 Exchange Composite Tape on April 18, 1994.

         (2)     Includes the preferred stock purchase rights associated with
                 the Common Stock.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        Note:  The document(s) containing the information concerning the 1994
Long-Term Incentive Plan of Battle Mountain Gold Company (the "Plan") required
by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of registrant information
and other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428.  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (this "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424.  Battle Mountain
Gold Company, a Nevada corporation (the "Company"), shall maintain a file of
such documents in accordance with the provisions of Rule 428.  Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.

                                      I-1
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents, which the Company has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 1-9666), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:

                 (i)      The Company's Annual Report on Form 10-K for the
                          fiscal year ended December 31, 1993;

                 (ii)     The description of the common stock, par value $0.10
                          per share (the "Common Stock"), of the Company
                          contained in the Company's Registration Statement on
                          Form 8-A dated August 12, 1987 (as amended by a Form
                          8 dated April 24, 1991);

                 (iii)    The description of the preferred stock purchase
                          rights associated with the Common Stock contained in
                          the Company's Registration Statement on Form 8-A
                          dated November 15, 1988 (as amended by a Form 8 dated
                          November 29, 1988).

        All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents. 
Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

        The consolidated financial statements and financial statement schedules
of the Company included in its Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated herein by reference, have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in their report
with respect thereto.  In that





                                     II-1
<PAGE>   4
report, that firm states that with respect to certain subsidiaries of the
Company its opinion is based on the reports of other independent public
accountants, namely Coopers & Lybrand and Moreno Munoz y Cia.  The consolidated
financial statements and financial statement schedules of the Company included
in its Annual Report on Form 10-K for the year ended December 31, 1993, have
been incorporated herein by reference in reliance upon the authority of all
those firms as experts in giving said reports.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article VII of the Bylaws of the Company provides for the
indemnification of officers and directors of the Company to the extent
authorized by the Nevada Revised Statutes (the "NRS").  Pursuant to Section
78.751 of the NRS, the Company generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses, judgments
and amounts paid in settlements incurred by them in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action, they had no reasonable cause to
believe their conduct was unlawful.  With respect to suits by or in the right of
a corporation, however, indemnification is not available if such person is
finally adjudged to be liable to the Company or for amounts paid in settlement,
unless and only to the extent the court determines that indemnification is
appropriate.  The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.

        Section 78.751 of the NRS also enables a corporation to purchase and
maintain insurance for its present and former directors, officers, employees and
agents.  Accordingly, the Company has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against him while acting in his capacity as a director or officer of the
Company, including liabilities under federal securities laws.

        The above discussion of the Bylaws of the Company and of Section 78.751
of the NRS is not intended to be exhaustive and is respectively qualified in its
entirety by such  Bylaws and statute.





                                     II-2
<PAGE>   5
        Additionally, Article Tenth of the Restated Articles of Incorporation of
the Company limits the liability of the Company's directors and officers under
certain circumstances.  Article Tenth states:

                 No director or officer of the Corporation shall be personally
         liable to the Corporation or any of its stockholders for damages for
         breach of fiduciary duty as a director or officer involving any act or
         omission of any such director or officer occurring on or after April
         28, 1987; provided, however, that the foregoing provision shall not
         eliminate or limit the liability of a director or officer (i) for acts
         or omissions which involve intentional misconduct, fraud or a knowing
         violation of law, or (ii) the payment of dividends in violation of
         Section 78.300 of the Nevada Revised Statutes.  Any repeal or
         modification of this Article by the stockholders of the Corporation
         shall be prospective only, and shall not adversely affect any
         limitation on the personal liability of a director or officer of the
         Corporation for acts or omissions prior to such repeal or
         modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.  EXHIBITS.

(Asterisks indicate exhibits incorporated by reference herein.)

<TABLE>
<CAPTION>
         Exhibit
         Number                                             Description
         ------                                             -----------
     <S>           <C>    <C>
        *4(a)      -      Restated Articles of Incorporation of the Company as amended and restated through May 11, 1988 
                          (Exhibit 4(a) to the Company's Registration Statement on Form S-3 dated January 16, 1994; Registration 
                          No. 33-51921).

        *4(b)      -      Bylaws of the Company as amended through April 27, 1988 (Exhibit 4(b) to the Company's Registration 
                          Statement on Form S-3 dated January 16, 1994; Registration No. 33-51921).

     *4(c)(1)      -      Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as Rights
                          Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988 amending the 
                          Company's Report on Form 8-K dated November 21, 1988; File No. 1-9666).
</TABLE>





                                     II-3
<PAGE>   6

<TABLE>
     <S>           <C>    <C>
     *4(c)(2)      -      First Amendment to Rights Agreement, dated July 30, 1992, between the Company and The Bank of New York, 
                          as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year 
                          ended December 31, 1992; File No. 1-9666).

        *4(d)      -      Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's Annual 
                          Report on Form 10-K for the fiscal year ended December 31, 1988; File No. 1-9666).

         4(e)      -      1994 Long-Term Incentive Plan of Battle Mountain Gold Company.

         5         -      Opinion of Mr. James A. Brooks, Senior Attorney of the Company.

        23(a)      -      Consent of Arthur Andersen & Co.

        23(b)      -      Consent of Coopers & Lybrand.

        23(c)      -      Consent of Moreno Munoz y Cia.

        23(d)      -      Consent of Mr. James A. Brooks, Senior Attorney of the Company (contained in Exhibit 5).

        24         -      Powers of Attorney.
</TABLE>

ITEM 9.  UNDERTAKINGS.

        (a)      The Company hereby undertakes:

                          (1)     To file, during any period in which offers or
         sales are being made, a post-effective amendment to this Registration
         Statement:

                                  (i)      To include any prospectus required
                          by Section 10(a)(3) of the Securities Act;

                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of 
                          this Registration Statement (or the most recent 
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change 
                          in the information set forth in this Registration 
                          Statement;

                                  (iii)    To include any material information
                          with respect to the plan of distribution not 
                          previously disclosed in this Registration Statement 
                          or any material change to such information in this 
                          Registration Statement;





                                     II-4
<PAGE>   7
                          provided, however, that paragraphs (a)(1)(i) and
         (a)(1)(ii) do not apply if the information required to be included in
         a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Company pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference
         in this Registration Statement.

                          (2)     That, for the purpose of determining any
         liability under the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                          (3)     To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

        (b)      The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.





                                     II-5
<PAGE>   8
                                   SIGNATURES

                 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON APRIL 21, 1994.

                                        BATTLE MOUNTAIN GOLD COMPANY


                                        BY  /s/ KARL E. ELERS 
                                          __________________________________
                                               (Karl E. Elers
                                            Chairman of the Board
                                         and Chief Executive Officer)


        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
                                        SIGNATURE                                 TITLE                       DATE
                                        ---------                                 -----                       ----
                            <S>                                          <C>                                <C>
                                   /s/ KARL E. ELERS                     Chairman of the Board,             April 21, 1994
                            ----------------------------------              Chief Executive Officer 
                                      (Karl E. Elers)                       and Director (Principal
                                                                            Executive Officer)     
                                                          
                                                                         

                                 /s/ R. DENNIS O'CONNELL                 Vice President--Finance and        April 21, 1994
                             -------------------------------                Chief Financial Officer 
                                    (R. Dennis O'Connell)                   (Principal Financial and
                                                                            Accounting Officer)  


                                                   
                                                                           

                                    DOUGLAS J. BOURNE*
                                     DELO H. CASPARY*
                                   CHARLES E. CHILDERS*
                                     JACK R. CROSBY*
                                   JAMES H. ELDER, JR.*           >      Directors of the Registrant       
                                     RODNEY L. GRAY*
                                     J. HUGH LIEDTKE*
                                       TED H. PATE*
                                  KENNETH R. WERNEBURG*
                                     WILLIAM A. WISE*



                            *By       /s/ KARL E. ELERS                                                     April 21, 1994
                               ------------------------------                                             
                                     (Karl E. Elers,
                                    Attorney-in-fact)

</TABLE>




                                      II-6
<PAGE>   9
                                EXHIBIT INDEX

(Asterisks indicate exhibits incorporated by reference herein.)

<TABLE>
<CAPTION>
         Exhibit
         Number                                             Description
         ------                                             -----------
     <S>           <C>    <C>
        *4(a)      -      Restated Articles of Incorporation of the Company as amended and restated through May 11, 1988 
                          (Exhibit 4(a) to the Company's Registration Statement on Form S-3 dated January 16, 1994; Registration 
                          No. 33-51921).

        *4(b)      -      Bylaws of the Company as amended through April 27, 1988 (Exhibit 4(b) to the Company's Registration 
                          Statement on Form S-3 dated January 16, 1994; Registration No. 33-51921).

     *4(c)(1)      -      Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as Rights
                          Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988 amending the 
                          Company's Report on Form 8-K dated November 21, 1988; File No. 1-9666).

     *4(c)(2)      -      First Amendment to Rights Agreement, dated July 30, 1992, between the Company and The Bank of New York, 
                          as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year 
                          ended December 31, 1992; File No. 1-9666).

        *4(d)      -      Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's Annual 
                          Report on Form 10-K for the fiscal year ended December 31, 1988; File No. 1-9666).

         4(e)      -      1994 Long-Term Incentive Plan of Battle Mountain Gold Company.

         5         -      Opinion of Mr. James A. Brooks, Senior Attorney of the Company.

        23(a)      -      Consent of Arthur Andersen & Co.

        23(b)      -      Consent of Coopers & Lybrand.

        23(c)      -      Consent of Moreno Munoz y Cia.

        23(d)      -      Consent of Mr. James A. Brooks, Senior Attorney of the Company (contained in Exhibit 5).

        24         -      Powers of Attorney.


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 -- BATTLE MTN GOLD COMPANY", "secsgml_size_bytes": 23777}]
{"company-data": {"conformed-name": "BATTLE MOUNTAIN GOLD CO", "cik": "0000771498", "assigned-sic": "1040", "irs-number": "760151431", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53195", "film-number": "94523519"}, "business-address": {"street1": "333 CLAY ST 42ND FL", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136506400"}}
1

     As filed with the Securities and Exchange Commission on April 21, 1994
                                                    Registration No. 33-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                --------------

                          BATTLE MOUNTAIN GOLD COMPANY
             (Exact name of registrant as specified in its charter)

           NEVADA                                       76-0151431
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

   333 CLAY STREET, 42ND FLOOR                          77002-4103
        HOUSTON, TEXAS                                  (Zip Code)
(Address of Principal Executive Offices)                
                                                        
- --------------------------------------------------------------------------------
                         1994 LONG-TERM INCENTIVE PLAN
                                       OF
                          BATTLE MOUNTAIN GOLD COMPANY
                            (Full title of the plan)
- --------------------------------------------------------------------------------
                                ROBERT J. QUINN
                       VICE PRESIDENT AND GENERAL COUNSEL
                          BATTLE MOUNTAIN GOLD COMPANY
                          333 CLAY STREET, 42ND FLOOR
                             HOUSTON, TEXAS  77002
                    (Name and address of agent for service)
                                 (713) 650-6400
         (Telephone number, including area code, of agent for service)

                                --------------

                        CALCULATION OF REGISTRATION FEE
===============================================================================
Title of                                    Proposed maximum          Proposed
 securities to be           Amount to be          offering price       maximum aggregate          Amount of
   registered                registered            per share(1)        offering price(1)      registration fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.10
per share(2)             4,000,000 shares           $9.9375              $39,750,000              $13,707
===============================================================================
         (1)     Estimated pursuant to Rule 457(c) and (h) solely for purposes
                 of computing the registration fee and based upon the average
                 of the high and low prices reported on the New York Stock
                 Exchange Composite Tape on April 18, 1994.

         (2)     Includes the preferred stock purchase rights associated with
                 the Common Stock.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        Note:  The document(s) containing the information concerning the 1994
Long-Term Incentive Plan of Battle Mountain Gold Company (the "Plan") required
by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of registrant information
and other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428.  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (this "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424.  Battle Mountain
Gold Company, a Nevada corporation (the "Company"), shall maintain a file of
such documents in accordance with the provisions of Rule 428.  Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.

                                      I-1
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents, which the Company has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 1-9666), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:

                 (i)      The Company's Annual Report on Form 10-K for the
                          fiscal year ended December 31, 1993;

                 (ii)     The description of the common stock, par value $0.10
                          per share (the "Common Stock"), of the Company
                          contained in the Company's Registration Statement on
                          Form 8-A dated August 12, 1987 (as amended by a Form
                          8 dated April 24, 1991);

                 (iii)    The description of the preferred stock purchase
                          rights associated with the Common Stock contained in
                          the Company's Registration Statement on Form 8-A
                          dated November 15, 1988 (as amended by a Form 8 dated
                          November 29, 1988).

        All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents. 
Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

        The consolidated financial statements and financial statement schedules
of the Company included in its Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated herein by reference, have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in their report
with respect thereto.  In that

                                     II-1
4
report, that firm states that with respect to certain subsidiaries of the
Company its opinion is based on the reports of other independent public
accountants, namely Coopers & Lybrand and Moreno Munoz y Cia.  The consolidated
financial statements and financial statement schedules of the Company included
in its Annual Report on Form 10-K for the year ended December 31, 1993, have
been incorporated herein by reference in reliance upon the authority of all
those firms as experts in giving said reports.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article VII of the Bylaws of the Company provides for the
indemnification of officers and directors of the Company to the extent
authorized by the Nevada Revised Statutes (the "NRS").  Pursuant to Section
78.751 of the NRS, the Company generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses, judgments
and amounts paid in settlements incurred by them in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action, they had no reasonable cause to
believe their conduct was unlawful.  With respect to suits by or in the right of
a corporation, however, indemnification is not available if such person is
finally adjudged to be liable to the Company or for amounts paid in settlement,
unless and only to the extent the court determines that indemnification is
appropriate.  The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.

        Section 78.751 of the NRS also enables a corporation to purchase and
maintain insurance for its present and former directors, officers, employees and
agents.  Accordingly, the Company has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against him while acting in his capacity as a director or officer of the
Company, including liabilities under federal securities laws.

        The above discussion of the Bylaws of the Company and of Section 78.751
of the NRS is not intended to be exhaustive and is respectively qualified in its
entirety by such  Bylaws and statute.

                                     II-2
5
        Additionally, Article Tenth of the Restated Articles of Incorporation of
the Company limits the liability of the Company's directors and officers under
certain circumstances.  Article Tenth states:

                 No director or officer of the Corporation shall be personally
         liable to the Corporation or any of its stockholders for damages for
         breach of fiduciary duty as a director or officer involving any act or
         omission of any such director or officer occurring on or after April
         28, 1987; provided, however, that the foregoing provision shall not
         eliminate or limit the liability of a director or officer (i) for acts
         or omissions which involve intentional misconduct, fraud or a knowing
         violation of law, or (ii) the payment of dividends in violation of
         Section 78.300 of the Nevada Revised Statutes.  Any repeal or
         modification of this Article by the stockholders of the Corporation
         shall be prospective only, and shall not adversely affect any
         limitation on the personal liability of a director or officer of the
         Corporation for acts or omissions prior to such repeal or
         modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.  EXHIBITS.

(Asterisks indicate exhibits incorporated by reference herein.)
Exhibit
         Number                                             Description
         ------                                             -----------
*4(a)      -      Restated Articles of Incorporation of the Company as amended and restated through May 11, 1988 
                          (Exhibit 4(a) to the Company's Registration Statement on Form S-3 dated January 16, 1994; Registration 
                          No. 33-51921).

        *4(b)      -      Bylaws of the Company as amended through April 27, 1988 (Exhibit 4(b) to the Company's Registration 
                          Statement on Form S-3 dated January 16, 1994; Registration No. 33-51921).

     *4(c)(1)      -      Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as Rights
                          Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988 amending the 
                          Company's Report on Form 8-K dated November 21, 1988; File No. 1-9666).
II-3
6
*4(c)(2)      -      First Amendment to Rights Agreement, dated July 30, 1992, between the Company and The Bank of New York, 
                          as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year 
                          ended December 31, 1992; File No. 1-9666).

        *4(d)      -      Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's Annual 
                          Report on Form 10-K for the fiscal year ended December 31, 1988; File No. 1-9666).

         4(e)      -      1994 Long-Term Incentive Plan of Battle Mountain Gold Company.

         5         -      Opinion of Mr. James A. Brooks, Senior Attorney of the Company.

        23(a)      -      Consent of Arthur Andersen & Co.

        23(b)      -      Consent of Coopers & Lybrand.

        23(c)      -      Consent of Moreno Munoz y Cia.

        23(d)      -      Consent of Mr. James A. Brooks, Senior Attorney of the Company (contained in Exhibit 5).

        24         -      Powers of Attorney.
ITEM 9.  UNDERTAKINGS.

        (a)      The Company hereby undertakes:

                          (1)     To file, during any period in which offers or
         sales are being made, a post-effective amendment to this Registration
         Statement:

                                  (i)      To include any prospectus required
                          by Section 10(a)(3) of the Securities Act;

                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of 
                          this Registration Statement (or the most recent 
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change 
                          in the information set forth in this Registration 
                          Statement;

                                  (iii)    To include any material information
                          with respect to the plan of distribution not 
                          previously disclosed in this Registration Statement 
                          or any material change to such information in this 
                          Registration Statement;

                                     II-4
7
                          provided, however, that paragraphs (a)(1)(i) and
         (a)(1)(ii) do not apply if the information required to be included in
         a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Company pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference
         in this Registration Statement.

                          (2)     That, for the purpose of determining any
         liability under the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                          (3)     To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

        (b)      The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-5
8
                                   SIGNATURES

                 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON APRIL 21, 1994.

                                        BATTLE MOUNTAIN GOLD COMPANY

                                        BY  /s/ KARL E. ELERS 
                                          __________________________________
                                               (Karl E. Elers
                                            Chairman of the Board
                                         and Chief Executive Officer)

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE                                 TITLE                       DATE
                                        ---------                                 -----                       ----
/s/ KARL E. ELERS                     Chairman of the Board,             April 21, 1994
                            ----------------------------------              Chief Executive Officer 
                                      (Karl E. Elers)                       and Director (Principal
                                                                            Executive Officer)     
                                                          
                                                                         

                                 /s/ R. DENNIS O'CONNELL                 Vice President--Finance and        April 21, 1994
                             -------------------------------                Chief Financial Officer 
                                    (R. Dennis O'Connell)                   (Principal Financial and
                                                                            Accounting Officer)  

                                                   
                                                                           

                                    DOUGLAS J. BOURNE*
                                     DELO H. CASPARY*
                                   CHARLES E. CHILDERS*
                                     JACK R. CROSBY*
                                   JAMES H. ELDER, JR.*           >      Directors of the Registrant       
                                     RODNEY L. GRAY*
                                     J. HUGH LIEDTKE*
                                       TED H. PATE*
                                  KENNETH R. WERNEBURG*
                                     WILLIAM A. WISE*

                            *By       /s/ KARL E. ELERS                                                     April 21, 1994
                               ------------------------------                                             
                                     (Karl E. Elers,
                                    Attorney-in-fact)
II-6
9
                                EXHIBIT INDEX

(Asterisks indicate exhibits incorporated by reference herein.)
Exhibit
         Number                                             Description
         ------                                             -----------
*4(a)      -      Restated Articles of Incorporation of the Company as amended and restated through May 11, 1988 
                          (Exhibit 4(a) to the Company's Registration Statement on Form S-3 dated January 16, 1994; Registration 
                          No. 33-51921).

        *4(b)      -      Bylaws of the Company as amended through April 27, 1988 (Exhibit 4(b) to the Company's Registration 
                          Statement on Form S-3 dated January 16, 1994; Registration No. 33-51921).

     *4(c)(1)      -      Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as Rights
                          Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988 amending the 
                          Company's Report on Form 8-K dated November 21, 1988; File No. 1-9666).

     *4(c)(2)      -      First Amendment to Rights Agreement, dated July 30, 1992, between the Company and The Bank of New York, 
                          as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year 
                          ended December 31, 1992; File No. 1-9666).

        *4(d)      -      Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's Annual 
                          Report on Form 10-K for the fiscal year ended December 31, 1988; File No. 1-9666).

         4(e)      -      1994 Long-Term Incentive Plan of Battle Mountain Gold Company.

         5         -      Opinion of Mr. James A. Brooks, Senior Attorney of the Company.

        23(a)      -      Consent of Arthur Andersen & Co.

        23(b)      -      Consent of Coopers & Lybrand.

        23(c)      -      Consent of Moreno Munoz y Cia.

        23(d)      -      Consent of Mr. James A. Brooks, Senior Attorney of the Company (contained in Exhibit 5).

        24         -      Powers of Attorney.