As filed with the Securities and Exchange Commission on December 17, 1998

                                                      Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------


                           NEWMONT MINING CORPORATION
             (Exact name of Registrant as specified in its charter)


                                   ----------


         Delaware             1700 Lincoln Street            13-1806811
     (State or other         Denver, Colorado 80203       (I.R.S. Employer
     jurisdiction of             (303) 863-7414          Identification No.)
     incorporation or        (Address of principal
      organization)            executive offices)

                           NEWMONT MINING CORPORATION
                           Directors' Stock Award Plan
                              (Full Title of Plan)


                                   ----------

                            Timothy J. Schmitt, Esq.
                           Newmont Mining Corporation
                               1700 Lincoln Street
                             Denver, Colorado 80203
                                (303) 863-7414
                     (Name, address and telephone number,
                  including area code, of agent for service)


                                   ----------

                                   Copies to:
                             Maureen Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                (212) 819-8200


                                   ----------


                         CALCULATION OF REGISTRATION FEE

=========================-------------------------------------------------------

                                        Proposed      Proposed
 Title of each class of   Amount to     maximum        maximum      Amount of
    securities to be         be      offering price   aggregate   registration
       registered        registered  per share (1)    offering         fee
                                                      price (1)
================================================================================
Common Stock, $1.60 par    65,000        $18.50      $1,202,500       $335
      value......

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

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
    accordance  with Rule 457(h) and 457(c)  under the  Securities  Act of 1933,
    based upon the  average  of the high and low  prices of the Common  Stock as
    reported on the New York Stock Exchange, Inc. on December 14, 1998.



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


<PAGE>



                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

            Newmont Mining Corporation (the  "Corporation")  hereby incorporates
by reference in this Prospectus the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997, Quarterly Report on Form 10-Q for the quarters
ended March 31, 1998,  June 30, 1998 and September 30, 1998 and the  description
of the Corporation's  Common Stock contained in the  Corporation's  registration
statement for such Common Stock filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.  All documents  subsequently  filed by the
Corporation  pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have  been sold or which  deregister  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained herein or in a document all or a portion of
which is incorporated or deemed to be 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 other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

            Not applicable.

Item 5.  Interests of Named Experts and Counsel.

            Not applicable.

Item 6.  Indemnification of Directors and Officers.

            Section 145 of the Delaware  General  Corporation Law authorizes and
empowers the  Corporation  to indemnify the directors,  officers,  employees and
agents of the Corporation against  liabilities  incurred in connection with, and
related expenses  resulting from, any claim,  action or suit brought against any
such  person  as a  result  of his or her  relationship  with  the  Corporation,
provided  that such  persons  acted in good  faith and in a manner  such  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal  liability on the part of
such  persons  in  connection  with  such  acts  or  events  is not  necessarily
determinative  of the  question of whether  such  persons  have met the required
standard  of conduct  and are,  accordingly,  entitled  to be  indemnified.  The
foregoing  statements  are subject to the detailed  provisions of Section 145 of
the General Corporation Law of the State of Delaware.

            The By-Laws of the  Corporation  provide that each person who at any
time is or shall have been a director  or officer of the  Corporation,  or is or
shall have been serving another corporation,  partnership, joint venture, trust,
employee  benefit plan or other enterprise in any capacity at the request of the
Corporation,  and his heirs, executors and administrators,  shall be indemnified
by the  Corporation in accordance  with and to the full extent  permitted by the
General  Corporation  Law of the State of Delaware.  Section 6 of the By-Laws of
the Corporation  facilitates enforcement of the right of directors and owners to
be indemnified by establishing  such right as a contract right pursuant to which
the person entitled thereto may bring suit as if the indemnification  provisions
of the  By-Laws  were set  forth in a  separate  written  contract  between  the
Corporation and the director or officer.

Item 7.  Exemption from Registration Claimed.

            Not applicable.

Item 8.  Exhibits.

Exhibit
Number      Description of Documents
4.1         Restated  Certificate  of  Incorporation  dated as of July 13, 1987.
            Incorporated  by  reference  to  Exhibit 3 to  Corporation's  Annual
            Report on Form 10-K for the year ended December 31, 1987.

4.2         Amendment to the Restated  Certificate of Incorporation dated May 5,
            1997.  Incorporated by reference to Exhibit 4.2 to the Corporation's
            Registration Statement on Form S-3 (Registration No.333-59141).

4.3         By-Laws,  as amended,  through November 1, 1993 and adopted November
            1, 1993.  Incorporated by reference to Exhibit 3(b) to Corporation's
            Annual Report on Form 10-K for the year ended December 31, 1993.

5           Opinion  of  White & Case  LLP,  counsel  to the  Corporation,  with
            respect to the legality of the Common Stock being registered.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of PriceWaterhouseCoopers LLP.

23.3        Consent  of  White  &  Case  LLP  (included  in  Exhibit  5 to  the
            Registration Statement).

24          Power of Attorney of certain officers and directors.

Item 9.  Undertakings.

            The undersigned Registrant 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 the 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 the registration statement.  Notwithstanding the foregoing,
            any increase or decrease in the volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high and of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20 percent in the maximum aggregate offering price set forth in
            the  "Calculation  of  Registration  Fee"  table  in  the  effective
            registration statement; and

               (iii) to include any  material  information  with  respect to the
            plan of distribution  not previously  disclosed in the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

      provided,  however, that paragraphs (1)(i) and (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  Registrant
      pursuant  to  Section  13 or Section  15(d) of the  Exchange  Act that are
      incorporated by reference in the 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; and

            (4) that,  for  purposes  of  determining  any  liability  under the
Securities  Act,  each filing of the  Corporation's  annual  report  pursuant to
Section 13(a) or 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.

            Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Corporation pursuant to the provisions described in Item 6, or otherwise,
the  Corporation  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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  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.


<PAGE>


                                   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  Denver,  State  of  Colorado,  on the  17th day of
December, 1998.

                                    NEWMONT MINING CORPORATION

                                    By /s/ Timothy J. Schmitt
                                       Timothy J. Schmitt
                                       Vice President, Secretary and
                                       Assistant General Counsel



            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 dates indicated.

Signature                                                   Title  Date

          *
----------------------
Ronald C. Cambre           Chairman, President and Chief    December 17, 1998
                         Executive Officer and Director
                          (Principal Executive Officer)

         *
----------------------
James T. Curry, Jr.        Director                         December 17, 1998

         *
----------------------
Joseph P. Flannery         Director                         December 17, 1998

         *
----------------------
Leo I. Higdon, Jr.         Director                         December 17, 1998

         *
----------------------
Thomas A. Holmes           Director                         December 17, 1998

         *
----------------------
George B. Munroe           Director                         December 17, 1998

         *
----------------------
Robin A. Plumbridge        Director                         December 17, 1998

         *
----------------------
Moeen A. Qureshi           Director                         December 17, 1998

         *
----------------------
Michael K. Reilly          Director                         December 17, 1998

         *
----------------------
 Jean Head Sisco           Director                         December 17, 1998

         *
----------------------
William I.M. Turner, Jr.   Director                         December 17, 1998

         *
----------------------
Wayne W. Murdy             Executive Vice President and     December 17, 1998
                           Chief Financial Officer
                           (Principal Financial Officer)

         *
----------------------
Linda K. Wheeler           Vice President and Controller    December 17, 1998
                           (Principal Accounting Officer)


   *By  /s/ Timothy J. Schmitt
      ------------------------
      Timothy J. Schmitt as
      Attorney-in-fact
<PAGE>


                                  EXHIBIT INDEX




Exhibit No.


4.1  Restated   Certificate  of  Incorporation   dated  as  of  July  13,  1987.
     Incorporated  by reference to Exhibit 3 to  Corporation's  Annual Report on
     Form 10-K for the year ended December 31, 1987.

4.2  Amendment to the Restated  Certificate of Incorporation  dated May 5, 1997.
     Incorporated by reference to Exhibit 4.2 to the Corporation's  Registration
     Statement on Form S-3 (Registration No. 333-59141).

4.3  By-Laws, as amended, through November 1, 1993 and adopted November 1, 1993.
     Incorporated by reference to Exhibit 3(b) to Corporation's Annual Report on
     Form 10-K for the year ended  December  31, 1993. 

5    Opinion of White & Case LLP,  counsel to the  Corporation,  with respect to
     the legality of the Common Stock being  registered.  

23.1 Consent of Arthur Andersen LLP. 

23.2 Consent of PriceWaterhouseCoopers LLP.

23.3 Consent  of White & Case LLP  (included  in  Exhibit 5 to the  Registration
     Statement). 

24   Power of Attorney of certain officers and directors.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16880}]
{"company-data": {"conformed-name": "NEWMONT MINING CORP", "cik": "0000071824", "assigned-sic": "1040", "irs-number": "131806811", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69147", "film-number": "98771466"}, "business-address": {"street1": "ONE UNITED BANK CTR", "street2": "1700 LINCOLN ST", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038637414"}}
As filed with the Securities and Exchange Commission on December 17, 1998

                                                      Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------

                           NEWMONT MINING CORPORATION
             (Exact name of Registrant as specified in its charter)

                                   ----------

         Delaware             1700 Lincoln Street            13-1806811
     (State or other         Denver, Colorado 80203       (I.R.S. Employer
     jurisdiction of             (303) 863-7414          Identification No.)
     incorporation or        (Address of principal
      organization)            executive offices)

                           NEWMONT MINING CORPORATION
                           Directors' Stock Award Plan
                              (Full Title of Plan)

                                   ----------

                            Timothy J. Schmitt, Esq.
                           Newmont Mining Corporation
                               1700 Lincoln Street
                             Denver, Colorado 80203
                                (303) 863-7414
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                   ----------

                                   Copies to:
                             Maureen Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                (212) 819-8200

                                   ----------

                         CALCULATION OF REGISTRATION FEE

=========================-------------------------------------------------------

                                        Proposed      Proposed
 Title of each class of   Amount to     maximum        maximum      Amount of
    securities to be         be      offering price   aggregate   registration
       registered        registered  per share (1)    offering         fee
                                                      price (1)
================================================================================
Common Stock, $1.60 par    65,000        $18.50      $1,202,500       $335
      value......

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

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
    accordance  with Rule 457(h) and 457(c)  under the  Securities  Act of 1933,
    based upon the  average  of the high and low  prices of the Common  Stock as
    reported on the New York Stock Exchange, Inc. on December 14, 1998.

==============================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            Newmont Mining Corporation (the  "Corporation")  hereby incorporates
by reference in this Prospectus the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997, Quarterly Report on Form 10-Q for the quarters
ended March 31, 1998,  June 30, 1998 and September 30, 1998 and the  description
of the Corporation's  Common Stock contained in the  Corporation's  registration
statement for such Common Stock filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.  All documents  subsequently  filed by the
Corporation  pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have  been sold or which  deregister  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained herein or in a document all or a portion of
which is incorporated or deemed to be 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 other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

            Not applicable.

Item 5.  Interests of Named Experts and Counsel.

            Not applicable.

Item 6.  Indemnification of Directors and Officers.

            Section 145 of the Delaware  General  Corporation Law authorizes and
empowers the  Corporation  to indemnify the directors,  officers,  employees and
agents of the Corporation against  liabilities  incurred in connection with, and
related expenses  resulting from, any claim,  action or suit brought against any
such  person  as a  result  of his or her  relationship  with  the  Corporation,
provided  that such  persons  acted in good  faith and in a manner  such  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal  liability on the part of
such  persons  in  connection  with  such  acts  or  events  is not  necessarily
determinative  of the  question of whether  such  persons  have met the required
standard  of conduct  and are,  accordingly,  entitled  to be  indemnified.  The
foregoing  statements  are subject to the detailed  provisions of Section 145 of
the General Corporation Law of the State of Delaware.

            The By-Laws of the  Corporation  provide that each person who at any
time is or shall have been a director  or officer of the  Corporation,  or is or
shall have been serving another corporation,  partnership, joint venture, trust,
employee  benefit plan or other enterprise in any capacity at the request of the
Corporation,  and his heirs, executors and administrators,  shall be indemnified
by the  Corporation in accordance  with and to the full extent  permitted by the
General  Corporation  Law of the State of Delaware.  Section 6 of the By-Laws of
the Corporation  facilitates enforcement of the right of directors and owners to
be indemnified by establishing  such right as a contract right pursuant to which
the person entitled thereto may bring suit as if the indemnification  provisions
of the  By-Laws  were set  forth in a  separate  written  contract  between  the
Corporation and the director or officer.

Item 7.  Exemption from Registration Claimed.

            Not applicable.

Item 8.  Exhibits.

Exhibit
Number      Description of Documents
4.1         Restated  Certificate  of  Incorporation  dated as of July 13, 1987.
            Incorporated  by  reference  to  Exhibit 3 to  Corporation's  Annual
            Report on Form 10-K for the year ended December 31, 1987.

4.2         Amendment to the Restated  Certificate of Incorporation dated May 5,
            1997.  Incorporated by reference to Exhibit 4.2 to the Corporation's
            Registration Statement on Form S-3 (Registration No.333-59141).

4.3         By-Laws,  as amended,  through November 1, 1993 and adopted November
            1, 1993.  Incorporated by reference to Exhibit 3(b) to Corporation's
            Annual Report on Form 10-K for the year ended December 31, 1993.

5           Opinion  of  White & Case  LLP,  counsel  to the  Corporation,  with
            respect to the legality of the Common Stock being registered.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of PriceWaterhouseCoopers LLP.

23.3        Consent  of  White  &  Case  LLP  (included  in  Exhibit  5 to  the
            Registration Statement).

24          Power of Attorney of certain officers and directors.

Item 9.  Undertakings.

            The undersigned Registrant 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 the 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 the registration statement.  Notwithstanding the foregoing,
            any increase or decrease in the volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high and of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20 percent in the maximum aggregate offering price set forth in
            the  "Calculation  of  Registration  Fee"  table  in  the  effective
            registration statement; and

               (iii) to include any  material  information  with  respect to the
            plan of distribution  not previously  disclosed in the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

      provided,  however, that paragraphs (1)(i) and (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  Registrant
      pursuant  to  Section  13 or Section  15(d) of the  Exchange  Act that are
      incorporated by reference in the 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; and

            (4) that,  for  purposes  of  determining  any  liability  under the
Securities  Act,  each filing of the  Corporation's  annual  report  pursuant to
Section 13(a) or 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.

            Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Corporation pursuant to the provisions described in Item 6, or otherwise,
the  Corporation  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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  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.
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  Denver,  State  of  Colorado,  on the  17th day of
December, 1998.

                                    NEWMONT MINING CORPORATION

                                    By /s/ Timothy J. Schmitt
                                       Timothy J. Schmitt
                                       Vice President, Secretary and
                                       Assistant General Counsel

            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 dates indicated.

Signature                                                   Title  Date

          *
----------------------
Ronald C. Cambre           Chairman, President and Chief    December 17, 1998
                         Executive Officer and Director
                          (Principal Executive Officer)

         *
----------------------
James T. Curry, Jr.        Director                         December 17, 1998

         *
----------------------
Joseph P. Flannery         Director                         December 17, 1998

         *
----------------------
Leo I. Higdon, Jr.         Director                         December 17, 1998

         *
----------------------
Thomas A. Holmes           Director                         December 17, 1998

         *
----------------------
George B. Munroe           Director                         December 17, 1998

         *
----------------------
Robin A. Plumbridge        Director                         December 17, 1998

         *
----------------------
Moeen A. Qureshi           Director                         December 17, 1998

         *
----------------------
Michael K. Reilly          Director                         December 17, 1998

         *
----------------------
 Jean Head Sisco           Director                         December 17, 1998

         *
----------------------
William I.M. Turner, Jr.   Director                         December 17, 1998

         *
----------------------
Wayne W. Murdy             Executive Vice President and     December 17, 1998
                           Chief Financial Officer
                           (Principal Financial Officer)

         *
----------------------
Linda K. Wheeler           Vice President and Controller    December 17, 1998
                           (Principal Accounting Officer)

   *By  /s/ Timothy J. Schmitt
      ------------------------
      Timothy J. Schmitt as
      Attorney-in-fact
EXHIBIT INDEX

Exhibit No.

4.1  Restated   Certificate  of  Incorporation   dated  as  of  July  13,  1987.
     Incorporated  by reference to Exhibit 3 to  Corporation's  Annual Report on
     Form 10-K for the year ended December 31, 1987.

4.2  Amendment to the Restated  Certificate of Incorporation  dated May 5, 1997.
     Incorporated by reference to Exhibit 4.2 to the Corporation's  Registration
     Statement on Form S-3 (Registration No. 333-59141).

4.3  By-Laws, as amended, through November 1, 1993 and adopted November 1, 1993.
     Incorporated by reference to Exhibit 3(b) to Corporation's Annual Report on
     Form 10-K for the year ended  December  31, 1993. 

5    Opinion of White & Case LLP,  counsel to the  Corporation,  with respect to
     the legality of the Common Stock being  registered.  

23.1 Consent of Arthur Andersen LLP. 

23.2 Consent of PriceWaterhouseCoopers LLP.

23.3 Consent  of White & Case LLP  (included  in  Exhibit 5 to the  Registration
     Statement). 

24   Power of Attorney of certain officers and directors.