<PAGE>
 
As filed with the Securities and Exchange Commission June 18, 1996
 
                                                               File No. 33-
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                       SANTA FE PACIFIC GOLD CORPORATION
            (Exact name of registrant as specified in its charter)


           DELAWARE                         85-0307713
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

   6200 UPTOWN BOULEVARD NE, SUITE 400      87110 
        ALBUQUERQUE, NEW MEXICO                         (Zip Code) 
 (Address of principal executive offices)


              Registrant's telephone number, including area code:
                                (505) 880-5300

                       SANTA FE PACIFIC GOLD CORPORATION
                      DIRECTORS' STOCK COMPENSATION PLAN
                           (Full title of the plan)

                                  Wayne Jarke
                       Santa Fe Pacific Gold Corporation
                      6200 Uptown Boulevard NE, Suite 400
                        Albuquerque, New Mexico  87110
                                (505) 880-5300
                              (Agent for Service)
                         -----------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=====================================================================================================================
                                                         Proposed                Proposed         
                                                         Maximum                 Maximum          
 Title of Securities to be        Amount to be        Offering Price             Aggregate               Amount of 
        Registered                 Registered           Per Share*            Offering Price*        Registration Fee
 -------------------------------------------------------------------------------------------------------------------- 
<S>                               <C>                 <C>                     <C>                    <C>
Common Stock, $.01 par              200,000              $13.5625              $2,712,500.00             $935.35           
value (and accompanying             Shares                          
Preferred Stock Purchase
Rights)...................
===================================================================================================================== 
</TABLE>
*   Estimated solely for the purpose of computing the registration fee on the
    basis of the average of the high and low prices for the Common Stock as
    reported on the New York Stock Exchange on June 12, 1996.
================================================================================
<PAGE>
 
                                 Part II


                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents, which have heretofore been filed by Santa Fe
Pacific Gold Corporation, a Delaware corporation (the "Company" or
"Registrant"), with the Securities and Exchange Commission are incorporated by
reference herein and shall be deemed to be a part hereof:

       (a) Registration Statement on Form S-1 (File No. 33-77774), as amended,
           filed under the Securities Act of 1933, as amended ("Securities
           Act").

       (b) Annual Report filed on Form 10-K for the year ended December 31,
           1995, filed under the Securities Exchange Act of 1934, as amended
           ("Exchange Act").

       (c) Quarterly Report filed on Form 10-Q for the quarter ended March 31,
           1996, filed under the Exchange Act.
 
        All documents subsequently filed by the Company or Santa Fe Pacific Gold
Corporation Directors' Stock Compensation Plan pursuant to Sections 13(a),
13(c), 14 and 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
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's Amended and Restated Certificate of Incorporation
("Charter") and By-Laws ("By-Laws") provide for indemnification of directors,
officers and employees to the full extent permitted by the Delaware General
Corporation Law ("DGCL") and, to the extent permitted by such law, eliminate or
limit the personal liability of directors to the Company and its stockholders
for monetary damages for certain breaches of fiduciary duty. In addition, the
Company has entered into an indemnification agreement with each of its directors
and executive officers, pursuant to which such persons will be entitled to
advances for the costs of defending actions against them in addition to that
provided by the indemnification provisions in the Charter and By-Laws or the
Company's directors' and officers' insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.
<PAGE>
 
ITEM 8. EXHIBITS.

        See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

A. Rule 415 Offering.

        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;

           (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 (A)(1)(i) and (A)(1)(ii) do
                 not apply if the registration statement is on Form S-3 or Form
                 S-8, and 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.

B.      Filings Incorporating Subsequent Exchange Act Documents by Reference.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 the 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.

<PAGE>
 
C.      Indemnification of Directors and Officers.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Charter or By-Laws or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 Registrant 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 Albuquerque, State of New Mexico, on the 14th day of
June, 1996.

 
                              SANTA FE PACIFIC GOLD CORPORATION


                              By: /s/ PATRICK M. JAMES
                                 -----------------------------------
                                  Patrick M. James
                                  Chairman of the Board, President
                                  and Chief Executive Officer

 
<PAGE>
 
        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities stated below on the 14th day of June, 1996.

<TABLE>
<CAPTION>
 
<S>                          <C>
 
/s/ Patrick M. James         Director, Chairman of the Board, President
- ---------------------------    and Chief Executive Officer
    Patrick M. James               
 
/s/ David A. Smith           Vice President and Chief
- ---------------------------    Financial Officer
    David A. Smith               
 
/s/ Linda K. Wheeler         Controller
- ---------------------------
    Linda K. Wheeler
 
/s/ David H. Batchelder      Director
- ---------------------------
    David H. Batchelder
 
/s/ James T. Curry           Director
- ---------------------------
    James T. Curry
 
/s/ Donald W. Gentry         Director
- ---------------------------
    Donald W. Gentry
 
/s/ Robert D. Krebs          Director
- ---------------------------
    Robert D. Krebs
 
                             Director
- ---------------------------
    George B. Munroe
 
/s/ Jean Head Sisco          Director
- ---------------------------
    Jean Head Sisco
 
/s/ Richard J. Stoehr        Director
- ---------------------------
    Richard J. Stoehr
 
/s/ Richard T. Zitting       Director
- ---------------------------
    Richard T. Zitting
 
</TABLE>
<PAGE>
 
                                 INDEX TO EXHIBITS
                                 -----------------

Exhibit                                                          Sequential
Number      Description of Document                              Page Number
- -------     -----------------------                              -----------

4(a)        Certificate of Incorporation of the Registrant
            (Incorporated by reference to Exhibit 3.1 to the     
            Registrant's Registration Statement on Form S-1,
            File No. 33-77774)

4(b)        By-Laws of the Registrant (Incorporated by
            reference to Exhibit 3.2 the Registrant's
            Registration Statement on Form S-1,
            File No. 33-77774)

4(c)        Santa Fe Pacific Gold Corporation
            Directors' Stock Compensation Plan

23          Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13059}]
{"company-data": {"conformed-name": "SANTA FE PACIFIC GOLD CORP", "cik": "0000921754", "assigned-sic": "1040", "irs-number": "850307713", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06193", "film-number": "96582465"}, "business-address": {"street1": "6200 UPTOWN BLVD NE", "street2": "STE 400", "city": "ALBUQUERQUE", "state": "NM", "zip": "87110", "phone": "5058805300"}, "mail-address": {"street1": "6200 UPTOWN BLVD NE", "street2": "STE 400", "city": "ALBUQUERQUE", "state": "NM", "zip": "87110"}}
As filed with the Securities and Exchange Commission June 18, 1996
 
                                                               File No. 33-
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                       SANTA FE PACIFIC GOLD CORPORATION
            (Exact name of registrant as specified in its charter)

           DELAWARE                         85-0307713
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

   6200 UPTOWN BOULEVARD NE, SUITE 400      87110 
        ALBUQUERQUE, NEW MEXICO                         (Zip Code) 
 (Address of principal executive offices)

              Registrant's telephone number, including area code:
                                (505) 880-5300

                       SANTA FE PACIFIC GOLD CORPORATION
                      DIRECTORS' STOCK COMPENSATION PLAN
                           (Full title of the plan)

                                  Wayne Jarke
                       Santa Fe Pacific Gold Corporation
                      6200 Uptown Boulevard NE, Suite 400
                        Albuquerque, New Mexico  87110
                                (505) 880-5300
                              (Agent for Service)
                         -----------------------------

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                         Proposed                Proposed         
                                                         Maximum                 Maximum          
 Title of Securities to be        Amount to be        Offering Price             Aggregate               Amount of 
        Registered                 Registered           Per Share*            Offering Price*        Registration Fee
 --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par              200,000              $13.5625              $2,712,500.00             $935.35           
value (and accompanying             Shares                          
Preferred Stock Purchase
Rights)...................
=====================================================================================================================
*   Estimated solely for the purpose of computing the registration fee on the
    basis of the average of the high and low prices for the Common Stock as
    reported on the New York Stock Exchange on June 12, 1996.
================================================================================
Part II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents, which have heretofore been filed by Santa Fe
Pacific Gold Corporation, a Delaware corporation (the "Company" or
"Registrant"), with the Securities and Exchange Commission are incorporated by
reference herein and shall be deemed to be a part hereof:

       (a) Registration Statement on Form S-1 (File No. 33-77774), as amended,
           filed under the Securities Act of 1933, as amended ("Securities
           Act").

       (b) Annual Report filed on Form 10-K for the year ended December 31,
           1995, filed under the Securities Exchange Act of 1934, as amended
           ("Exchange Act").

       (c) Quarterly Report filed on Form 10-Q for the quarter ended March 31,
           1996, filed under the Exchange Act.
 
        All documents subsequently filed by the Company or Santa Fe Pacific Gold
Corporation Directors' Stock Compensation Plan pursuant to Sections 13(a),
13(c), 14 and 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
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's Amended and Restated Certificate of Incorporation
("Charter") and By-Laws ("By-Laws") provide for indemnification of directors,
officers and employees to the full extent permitted by the Delaware General
Corporation Law ("DGCL") and, to the extent permitted by such law, eliminate or
limit the personal liability of directors to the Company and its stockholders
for monetary damages for certain breaches of fiduciary duty. In addition, the
Company has entered into an indemnification agreement with each of its directors
and executive officers, pursuant to which such persons will be entitled to
advances for the costs of defending actions against them in addition to that
provided by the indemnification provisions in the Charter and By-Laws or the
Company's directors' and officers' insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.
ITEM 8. EXHIBITS.

        See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

A. Rule 415 Offering.

        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;

           (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 (A)(1)(i) and (A)(1)(ii) do
                 not apply if the registration statement is on Form S-3 or Form
                 S-8, and 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.

B.      Filings Incorporating Subsequent Exchange Act Documents by Reference.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 the 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.      Indemnification of Directors and Officers.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Charter or By-Laws or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 Registrant 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 Albuquerque, State of New Mexico, on the 14th day of
June, 1996.

 
                              SANTA FE PACIFIC GOLD CORPORATION

                              By: /s/ PATRICK M. JAMES
                                 -----------------------------------
                                  Patrick M. James
                                  Chairman of the Board, President
                                  and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities stated below on the 14th day of June, 1996.
/s/ Patrick M. James         Director, Chairman of the Board, President
- ---------------------------    and Chief Executive Officer
    Patrick M. James               
 
/s/ David A. Smith           Vice President and Chief
- ---------------------------    Financial Officer
    David A. Smith               
 
/s/ Linda K. Wheeler         Controller
- ---------------------------
    Linda K. Wheeler
 
/s/ David H. Batchelder      Director
- ---------------------------
    David H. Batchelder
 
/s/ James T. Curry           Director
- ---------------------------
    James T. Curry
 
/s/ Donald W. Gentry         Director
- ---------------------------
    Donald W. Gentry
 
/s/ Robert D. Krebs          Director
- ---------------------------
    Robert D. Krebs
 
                             Director
- ---------------------------
    George B. Munroe
 
/s/ Jean Head Sisco          Director
- ---------------------------
    Jean Head Sisco
 
/s/ Richard J. Stoehr        Director
- ---------------------------
    Richard J. Stoehr
 
/s/ Richard T. Zitting       Director
- ---------------------------
    Richard T. Zitting
INDEX TO EXHIBITS
                                 -----------------

Exhibit                                                          Sequential
Number      Description of Document                              Page Number
- -------     -----------------------                              -----------

4(a)        Certificate of Incorporation of the Registrant
            (Incorporated by reference to Exhibit 3.1 to the     
            Registrant's Registration Statement on Form S-1,
            File No. 33-77774)

4(b)        By-Laws of the Registrant (Incorporated by
            reference to Exhibit 3.2 the Registrant's
            Registration Statement on Form S-1,
            File No. 33-77774)

4(c)        Santa Fe Pacific Gold Corporation
            Directors' Stock Compensation Plan

23          Consent of Price Waterhouse LLP