Registration No. 33- 

                      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)
<TABLE>

                                                                               

<S>
                                            <C>
                                                                                    <C>
         DELAWARE                             1700 LINCOLN STREET                          13-1806811
(State or other jurisdiction of)            DENVER, COLORADO  80203                     (I.R.S. Employer
incorporation or organization)                  (303) 863-7414                         Identification No.)
                                     (Address of principal executive offices)

</TABLE>

                          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:
<PAGE>

                            MAUREEN BRUNDAGE, ESQ.
                                 WHITE & CASE
                          1155 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK  10036
                                (212) 819-8200
                                                       
                                       


<TABLE>


                                                   CALCULATION OF REGISTRATION FEE


 <CAPTION>

                                                                         Proposed maximum
                                                     Proposed maximum       aggregate
      Title of each class of        Amount to be      offering price         offering             Amount of
   securities to be registered        registered       per share (1)         price (1)       registration fee

 <S>                               <S>              <S>                  <S>                <S>
     Common Stock, $1.60 par
           value......                 13,728             $43.25             $593,736               $204.74


(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 September 1, 1995.
</TABLE>

                                                        




 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


          The following reoffer prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of the shares of common stock of Newmont Mining
Corporation (the "Company"), which shares were acquired by current and certain
former non-employee directors of the Company under the Plan.  The Company
satisfies the registrant requirements for use of Form S-3.

                          NEWMONT MINING CORPORATION
                               13,728 SHARES OF
                                 COMMON STOCK
                               ($1.60 PAR VALUE)

          This Prospectus relates to 13,728 shares (the "Shares") of common
stock, par value $1.60 per share (the "Common Stock"), of Newmont Mining
Corporation ("Newmont Mining" or the "Company") which may be offered from time
to time by the current and former non-employee directors of the Company named
herein (the "Selling Stockholders").  The Shares were acquired by the Selling
Stockholders from the Company in transactions not involving a public offering
<PAGE>

within the meaning of Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the Company's Directors' Stock Award Plan
(the "Plan").  Certain of the Selling Stockholders also may be deemed to be
affiliates of the Company (as defined in Rule 405 of the Securities Act).  See
"Selling Stockholders."  The Company will not receive any proceeds from the
sale of the Shares by the Selling Stockholders. 

          The Shares may be sold from time to time to purchasers directly by
the Selling Stockholders.  Alternatively, the Selling Stockholders may sell
the Shares in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange, the Paris Bourse, or the Basel,
Geneva or Zurich Stock Exchanges, in sales occurring in the public market off
such exchanges, in separately negotiated transactions, or in a combination of
such transactions; each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices; some or all of the Shares may
be sold through brokers acting on behalf of each Selling Stockholder or to
dealers for resale by such dealers; and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from each Selling Stockholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which discounts or commissions are
not anticipated to exceed those customary in the types of transactions
involved).  All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and
other expenses incurred by each Selling Stockholder will be payable by such
Selling Stockholder.  See "Plan of Distribution."  

          The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which case any profit on the sale of any or all of
the Shares by the Selling Stockholders and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.

          The Common Stock of the Company is listed on the New York Stock
Exchange under the trading symbol "NEM."  The Company's Common Stock also is
listed on the Paris Bourse and Swiss Stock Exchanges (Basel, Geneva and
Zurich).  The last reported sales price of the Common Stock as reported on the
New York Stock Exchange Composite Tape on August 30, 1995 was $43.50 per
share.  

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
     STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
     THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
     OFFENSE.

               THE DATE OF THIS PROSPECTUS IS SEPTEMBER 8, 1995

<TABLE>

                                                          TABLE OF CONTENTS

<CAPTION>
                                                                                                                      Page

                                                                                                                           
<S>                                                                                                                    <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2

INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
<PAGE>

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

SELLING STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

DESCRIPTION OF CAPITAL STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

DESCRIPTION OF PREFERRED STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

FEDERAL TAX CONSIDERATIONS AS A REAL PROPERTY HOLDING CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . .   14

PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15


</TABLE>

                                         


          NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING STOCKHOLDERS.  NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL. 
                          AVAILABLE INFORMATION

          The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the Commission:
Seven World Trade Center, Suite 1300, New York, New York  10048;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549.  Such material can also
be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005 on which exchange the Common
Stock is listed.

          This Prospectus constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act.  This
Prospectus omits certain of the information contained in the
registration statement, and reference is hereby made to the registration
statement and to the exhibits relating thereto for further information
with respect to the Company and the Shares offered hereby.  Any
statements contained herein concerning the provisions of any document
are not necessarily complete, and, in each instance, reference is made
<PAGE>

to the copy of such document filed as an exhibit to the registration
statement or otherwise filed with the Commission.  Each such statement
is qualified in its entirety by such reference.


                  INFORMATION INCORPORATED BY REFERENCE

          The Company hereby incorporates by reference in this
Prospectus the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995, which have been filed
with the Commission.  All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the
Shares offered hereby shall be deemed to be incorporated by reference in
this Prospectus 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 Prospectus 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 Prospectus.  

     THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
BENEFICIAL OWNERS, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED,
ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS).  REQUEST FOR SUCH COPIES SHOULD BE DIRECTED TO THE OFFICE OF
THE SECRETARY, NEWMONT MINING CORPORATION, 1700 LINCOLN STREET, DENVER,
COLORADO 80203, TELEPHONE:  (303) 863-7414.



                               THE COMPANY

          Newmont Mining Corporation is a U.S. company whose sole asset
is a controlling equity interest in Newmont Gold Company ("NGC").  NGC
is a worldwide company engaged in gold production, exploration for gold
and acquisition of gold properties.  Newmont Mining owns approximately
89.2% of the common stock, 100% of the preferred stock and options to
purchase additional shares of the common stock of NGC.

          NGC is the Company's sole subsidiary or interest.  NGC
produces gold from the Carlin Trend in Nevada.  NGC also produces gold
through a 38% owned venture in Peru, which commenced operations in
August 1993 and a 50% owned venture in Uzbekistan, which began gold
production in July 1995.  NGC additionally has an 80% owned venture in
Indonesia, which is scheduled to commence gold production in early 1996.

          Since the Company's only asset is a controlling equity
interest in NGC, the rights of the Company to participate in any
distribution of assets of NGC upon its liquidation or reorganization or
otherwise (and thus the ability of holders of the Shares to benefit from
such distribution) are subject to prior claims of creditors of NGC,
except to the extent that the Company may itself be a creditor with
recognized claims against NGC.  Claims on NGC by creditors may include
claims of holders of indebtedness and claims of creditors in the
<PAGE>

ordinary course of business.  Such claims may increase or decrease, and
additional claims may be incurred in the future.

          Newmont Mining, incorporated in 1921, under the laws of
Delaware, maintains its principal executive offices at 1700 Lincoln
Street, Denver, Colorado 80203 (telephone: 303-863-7414).


                             USE OF PROCEEDS

          The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Stockholders.   


                          SELLING STOCKHOLDERS

          The Selling Stockholders consist of (i) current non-employee
directors of the Company, (ii) former non-employee directors who have
served as a director of the Company on or after February 1, 1990 and
(iii) two personal holding companies formed by one of the current non-
employee directors.  Any or all of the Shares listed below under the
heading "Shares Offered" may be offered for sale by Selling Stockholders
pursuant hereto.  Set forth below is the name of each Selling
Stockholder, the number of shares of Common Stock beneficially owned by
each Selling Stockholder as of August 30, 1995, the number of shares of
Common Stock that may be offered and sold by each Selling Stockholder
hereunder and the number of shares of Common Stock to be owned by each
Selling Stockholder if all Shares offered hereby by such Selling
Stockholder are sold.

<TABLE>


 <CAPTION>
                Name                    Shares of Common       Shares Offered
                                        Stock Owned as of                              Shares of Common
                                         August 30, 1995                          Stock Owned After Offering

 Current Directors1/

 <S>                                 <C>                      <C>
   Rudolph I. J. Agnew                        2,496                 2,496                     0

   Joseph P. Flannery                         2,745                 2,496                   249 2/
   Thomas A. Holmes                           6,948                 2,496                  4,452 2/

   Robin A. Plumbridge                        2,496                 2,496                     0

   Wimtwo, Inc./Wimtone, Inc.3/               8,000                 2,496                  5,504 2/
 Former Director

   Pierre Haas4/                              2,496                 2,496                     0





______________
1/  Each of the persons listed is also currently a director of NGC.

2/  Represents less than one percent of the outstanding shares of Common Stock of the Company.
<PAGE>

3/  These are companies formed by William I.M. Turner, Jr., as personal holding companies.  Mr. Turner is currently a
non-employee director of the Company and of NGC.  As of August 30, 1995, Mr. Turner did not own any other shares of
Common Stock of the Company.

4/  Mr. Haas was a director of the Company and of NGC from December 19, 1990 to May 12, 1994.

</TABLE>


          The Shares which may be offered from time to time pursuant
hereto by the Selling Stockholders represent shares of Common Stock that
were acquired by the Selling Stockholders under the Plan.  All of the
share information set forth in this Prospectus has been adjusted to give
effect to a 1.2481 shares to 1 share stock split declared by the Company
on March 21, 1994, payable on April 21, 1994 (the "Stock Split").

          Under the Plan, which became effective on February 1, 1990 and
was terminated in November 1994, each non-employee director of the
Company who is elected or re-elected at the Annual Meeting of
Stockholders of the Company each year, commencing in 1990, received 625
shares of Common Stock (on a post-Stock Split basis) for service as a
director previously rendered and to be rendered during the year in which
such Annual Meeting was held.  If a person became a new non-employee
director either by election of the Board of Directors without a meeting
of stockholders or by election of the stockholders at a Special Meeting,
such director received 625 shares of Common Stock for accepting his or
her directorship and for service to be rendered as a director until the
next Annual Meeting of Stockholders.

          Shares received by a director pursuant to the Plan may not be
sold, transferred, pledged or assigned by the director until the
earliest of (a) the expiration of five years after the date of transfer
of such Shares to the director, (b) the date the director ceases to be a
director by reason of death or disability, or (c) the later of (x) the
date the director ceases to be a director for any reason other than
death or disability and (y) the expiration of six months after the date
of transfer of such Shares to the director.

          The following Selling Stockholders are also participants in
NGC's 1994 Directors' Stock Award Plan (the "NGC Plan") and, as of
August 30, 1995, hold that amount of shares of NGC common stock listed
below:

<TABLE>


                             <CAPTION>
                                          Name                   Shares of NGC Common Stock

                             <S>                                            <C>

                             Rudolph I. J. Agnew                           1,250
                             Joseph P. Flannery                            1,250

                             Thomas A. Holmes                              1,250
                             Robin A. Plumbridge                           1,250

                             Wimtwo, Inc.1/                                1,250



______________
<PAGE>

1/  This is a company formed by William I.M. Turner, Jr., as a personal holding company.  As of August 30, 1995, Mr.
Turner does not own any other shares of Common Stock of NGC.

</TABLE>

          Under the NGC Plan, which became effective in November 1994,
each non-employee director of NGC received on the effective date of the
NGC Plan 625 shares of NGC common stock for service as a director of NGC
rendered and to be rendered in 1994.  The NGC Plan further provides that
on the date of the Annual Meeting of Stockholders of NGC in each year,
commencing in 1995, each non-employee director who is elected or re-
elected at such Annual Meeting will receive 625 shares of NGC common
stock for service as a director previously rendered and to be rendered
during the year in which such Annual Meeting is held.  If a person
becomes a new non-employee director in any year after the Annual Meeting
of Stockholders of NGC held in such year, such director will receive
under the NGC Plan 625 shares of NGC common stock for accepting his or
her directorship and for service to be rendered as a director until the
next Annual Meeting of Stockholders.

          The shares of NGC common stock received by a director pursuant
to the NGC Plan may not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of by the director until the earliest
of (a) the expiration of five years after the date of transfer of such
shares to the director, (b) the date the director ceases to be a
director by reason of death or disability, or (c) the later of (x) the
date the director ceases to be a director for any reason other than
death or disability and (y) the expiration of six months after the date
of transfer of such shares to the director.


                      DESCRIPTION OF CAPITAL STOCK

          The authorized capital of the Company consists of 5,000,000
shares of Preferred Stock, par value $5.00 per share, issuable in
series, of which 2,875,000 shares of $5.50 Convertible Preferred Stock,
par value $5.00 per share (the "$5.50 Convertible Preferred Stock"),
were issued and outstanding as of August 30, 1995, 240,000 shares of
Series A Junior Participating Preferred Stock, par value $5.00 per share
(the "Junior Preferred Shares"), were reserved for issuance as of August
30, 1995, and 120,000,000 shares of Common Stock, par value $1.60 per
share, of which 86,214,846 were issued and outstanding as of August 30,
1995.  All of the outstanding shares of capital stock of the Company are
fully paid and non-assessable.  Holders of the Company's capital stock
have no preemptive rights.

          The transfer agent and register for the Company's Common Stock
is Chemical Bank.


                       DESCRIPTION OF COMMON STOCK

          The statements set forth below are summaries of certain
provisions relating to the Common Stock of the Company.  These summaries
contain all material provisions, but do not purport to be complete and
are subject to, and are qualified in their entirety by, the provisions
of the Company's Restated Certificate of Incorporation, a copy of which
is filed as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, which is incorporated herein by
reference.

DIVIDEND RIGHTS
<PAGE>

          Subject to the prior rights as to dividends of any Preferred
Stock which may be outstanding from time to time, the Common Stock is
entitled to such dividends as may be declared by the Board of Directors
out of funds legally available therefor.  

VOTING RIGHTS  

          Subject to the voting rights, if any, of any Preferred Stock
which may be outstanding from time to time, all voting rights are vested
in the holders of shares of the Common Stock, each share being entitled
to one vote.

LIQUIDATION RIGHTS 

          Subject to the prior rights of creditors and the holders of
any Preferred Stock which may be outstanding from time to time, the
shares of Common Stock are entitled, in the event of voluntary or
involuntary liquidation, dissolution or winding up, to share pro rata in
the distribution of all remaining assets.

APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES 

          Article NINTH of the Company's Restated Certificate of
Incorporation provides that, with certain exceptions noted below, the
affirmative vote of the holders of four-fifths of all classes of stock
of the Company entitled to vote in elections of directors (considered as
one class) shall be required (a) for the adoption of an agreement for
the merger or consolidation of the Company with any other corporation,
or (b) to authorize any sale or lease of all or any substantial part of
the assets of the Company to, or any sale or lease to the Company or any
subsidiary thereof in exchange for securities of the Company of any
assets (except assets having an aggregate fair market value of less than
$10 million) of, any other corporation, person or entity if, in either
case, such other corporation, person or entity is the beneficial owner,
directly or indirectly, of more than 10% of all outstanding shares of
stock of the Company entitled to vote in elections of directors (a "10%
Holder").  Such affirmative vote or consent shall be in addition to the
vote of the holders of the stock of the Company otherwise required by
law or any agreement between the Company and any national securities
exchange.

          For the purposes of Article NINTH, any corporation, person or
entity shall be deemed to be the beneficial owner of any shares of stock
of the Company (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options,
or otherwise, or (ii) which are beneficially owned, directly or
indirectly by any other corporation, person or entity, with which it or
its affiliates or associates (as defined in the Restated Certificate of
Incorporation) have any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of the
Company, or which is its affiliate or associate.

          Article NINTH does not apply to any transaction with any other
corporation, person or entity (i) if the Board of Directors of the
Company has approved a memorandum of understanding with such other
corporation, person or entity with respect to such transaction prior to
the time that such other corporation, person or entity shall have become
a 10% Holder or (ii) in case of a corporation, if the Company and its
subsidiaries own a majority of the outstanding shares of all classes of
stock entitled to vote in elections of directors.  Article NINTH can be
altered or repealed only upon the affirmative vote of the record holders
of four-fifths of all classes of stock of the Company entitled to vote
in elections of directors, considered as one class.
<PAGE>

          Article NINTH might be characterized as an anti-takeover
provision since it may render more difficult certain possible takeover
proposals to acquire control of the Company and make removal of
management of the Company more difficult.

EQUAL VALUE RIGHTS PLAN  

          Each outstanding share of Common Stock carries with it a
dividend distribution of one equal value right (an "Equal Value Right").
The terms of the Equal Value Rights are set forth in a Rights Agreement,
dated as of September 23, 1987, as amended (the "Equal Value Rights
Agreement"), between the Company and Chemical Bank, as Rights Agent. 
The following is a summary of the Equal Value Rights Agreement.  This
summary contains all material provisions, but does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, the provisions of the Equal Value Rights Agreement.  A
copy of the Equal Value Rights Agreement and the amendments thereto are
filed as exhibits to the Registration Statement of which this Prospectus
forms a part.

          Each Equal Value Right entitles the record holder to receive
from the Company on or after the date of any Extraordinary Transaction
(as hereinafter defined) an amount in cash equal to the amount, if any,
by which the Equal Value Price (as hereinafter defined) exceeds the sum
of the cash consideration and the fair market value of the non-cash
consideration paid for each share of Common Stock in the Extraordinary
Transaction.  Unless earlier redeemed or unless an Extraordinary
Transaction has theretofore occurred, the Equal Value Rights will expire
at the close of business on September 23, 1997.

          The term "Extraordinary Transaction" means an event in which,
within two years of the Control Date (as hereinafter defined) the
Company, directly or indirectly, effects a merger, consolidation or
other extraordinary corporate transaction in which the Common Stock is
changed into or exchanged for securities, cash or other property.  The
term "Equal Value Price" means the highest price per share paid by a
Controlling Person (as hereinafter defined) for any share of Common
Stock acquired by it within 91 days prior to and including the Control
Date, as such price is adjusted pursuant to the Equal Value Rights
Agreement.

          The Equal Value Rights are evidenced by the certificates
representing outstanding shares of Common Stock, and no certificates
representing the Equal Value Rights have been distributed.  The Equal
Value Rights will separate from the Common Stock and an Equal Value
Distribution Date will occur on the first date of public announcement by
the Company or a person (a "Controlling Person") who, together with all
Affiliates and Associates (as each term is defined in the Equal Value
Rights Agreement) of such person, shall be the beneficial owner of
securities entitled to cast 50% or more of the votes in the election of
directors of the Company, that a Controlling Person has become such (a
"Control Date").  Until the Equal Value Distribution Date, (i) the Equal
Value Rights will be evidenced by the Common Stock certificates and will
be transferred with and only with such Common Stock certificates, and
(ii) the transfer of any outstanding Common Stock certificates will also
constitute the transfer of the Equal Value Rights associated therewith.

          Until an Equal Value Right is exercised, the holder thereof,
as such, has no rights as a stockholder of the Company.  At any time
until a Control Date, the Company may (but only with the concurrence of
a majority of the Continuing Directors (as defined in the Equal Value
Rights Agreement)) redeem the Equal Value Rights in whole, but not in
part, at a price of $0.02 per Equal Value Right.
<PAGE>

          The Equal Value Rights may have certain anti-takeover effects
in the event that a person or group proposes to acquire the Company in a
two-tier transaction in which all stockholders do not receive the same
price for their shares.

STOCKHOLDER RIGHTS PLAN  

          Each outstanding share of Common Stock carries with it one
preferred share purchase right (each a "Right").  The terms of the
Rights are set forth in a Rights Agreement, dated as of August 30, 1990,
and amendments thereto (as so amended, the "Rights Agreement") between
the Company and Chemical Bank, as Rights Agent.  The following is a
summary of the terms of the Rights Agreement.  This summary contains all
material provisions, but does not purport to be complete and is subject
to, and is qualified in its entirety by reference to, the provisions of
the Rights Agreement.  A copy of the Rights Agreement and the amendments
thereto are filed as exhibits to the Registration Statement of which
this Prospectus forms a part.

          Following the Distribution Date referred to below and except
as described below, each Right entitles the registered holder to
purchase from the Company one five-hundredth of a share (a "Preferred
Share Fraction") of the Series A Junior Participating Preferred Stock,
par value $5.00 per share, of the Company (the "Junior Preferred
Shares"), at a purchase price of $150 per Preferred Share Fraction,
subject to adjustment (the "Purchase Price").  Unless earlier redeemed
by the Company or unless a transaction described in Section 13(d) of the
Rights Agreement has occurred, the Rights will expire at the close of
business on September 11, 2000 (the "Final Expiration Date").

          Ownership of the Rights is evidenced by the Common Stock
certificates representing shares then outstanding, and no separate
certificates representing the Rights have been distributed.  The Rights
will separate from the Common Stock and a Distribution Date will occur
upon the earlier of (i) the close of business on the tenth day after the
date of a public announcement that a person (other than any Exempt
Person (as defined in the Rights Agreement)) or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
Common Stock (the "Stock Acquisition Date"), or (ii) the close of
business on the tenth business day after the date of the commencement of
a tender offer or exchange offer that would result in a person or entity
beneficially owning 15% or more of the outstanding Common Stock. Until a
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common
Stock certificates and (ii) the transfer of any outstanding Common Stock
certificates will also constitute a transfer of the Rights associated
therewith.

          Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into a Preferred Share
Fraction.  Each Preferred Share Fraction carries voting and dividend
rights that are intended to produce the equivalent of one share of
Common Stock, which rights are subject to adjustment in the event of
stock dividends, subdivisions and combinations with respect to the
Common Stock.  In lieu of issuing certificates for fractions of Junior
Preferred Shares (other than fractions which are integral multiples of
one five-hundredth of a share), the Company may pay cash in accordance
with the Rights Agreement.

          If a person becomes an Acquiring Person other than pursuant to
certain Board approved tender or exchange offers, each holder of a
Right, at any time following the Distribution Date, has the right to
<PAGE>

receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal
to two times the Purchase Price of the Right.  In lieu of requiring
payment of the Purchase Price upon exercise of the Right following any
such event, the Company may provide that each Right be exchanged for one
share of Common Stock (or cash, property or other securities, as the
case may be).  Following the occurrence of the event set forth in the
first sentence of this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.

          In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than pursuant to certain Board approved tender or
exchange offers), or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) has the right to
receive, upon exercise, common stock of the acquiring company having a
value equal to two times the Purchase Price of the Right.

          The Purchase Price payable, and the number of Preferred Share
Fractions or other securities or property issuable, upon exercise of the
Rights is subject to adjustment to prevent dilution as a result of
certain events described in the Rights Agreement.

          Until a Right is exercised, the holder thereof, as such, has
no rights as a stockholder of the Company.  At any time until the
earlier of (i) the Stock Acquisition Date and (ii) the Final Expiration
Date (but in certain circumstances only with the concurrence of
Continuing Directors (as defined in the Rights Agreement)), the Company
has the option to redeem the Rights in whole, but not in part, at a
price of $0.01 per Right.

          The Rights have certain anti-takeover effects.  The Rights may
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the
Board of Directors of the Company because the Rights are either
redeemable or do not go into effect under such circumstances.


                     DESCRIPTION OF PREFERRED STOCK

          The statements set forth below are summaries of certain
provisions relating to the Preferred Stock of the Company.  These
summaries contain all material provisions, but do not purport to be
complete and are subject to, and are qualified in their entirety by, the
provisions of the Company's Restated Certificate of Incorporation and
the Certificate of Designations for both the $5.50 Convertible Preferred
Stock and the Junior Preferred Shares described below, copies of which
are exhibits to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, which is incorporated herein by reference.

GENERAL

          The Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") authorizes the issuance of 5,000,000
shares of Preferred Stock in one or more series.  The Board of Directors
has the power to fix various terms with respect to each series of
Preferred Stock, including voting powers, designations, preferences,
relative rights, qualifications, limitations and restrictions as set
<PAGE>

forth in resolutions providing for the issue thereof adopted by the
Board of Directors or a duly authorized commission thereof.  The $5.50
Convertible Preferred Stock and the Junior Preferred Shares that may be
issued in connection with the Company's Shareholder Rights Plan (see
"Description of Common Stock -- Shareholder Rights Plan" and "Description
of Preferred Stock -- Junior Preferred Shares") are the only series of
Preferred Stock that the Board of Directors of the Company has
authorized for issuance by the Company.

$5.50 CONVERTIBLE PREFERRED STOCK

          General.  As of August 30, 1995, a total of 2,875,000 shares
of the $5.50 Convertible Preferred Stock were issued and outstanding. 
All of the outstanding shares of the $5.50 Convertible Preferred Stock
are held on deposit under the Deposit Agreement, dated as of November
15, 1992 (the "Deposit Agreement"), among the Company, Chemical Bank, as
Depositary (the "Depositary"), and all holders from time to time of
depositary receipts issued thereunder (the "Depositary Receipts").

          Ranking.  The $5.50 Convertible Preferred Stock ranks senior
with respect to the payment of dividends and the distribution of assets
upon liquidation to any Junior Preferred Shares and any series of
Preferred Stock which by its terms is expressly made junior to the $5.50
Convertible Preferred Stock.  The $5.50 Convertible Preferred Stock will
rank on a parity with respect to the payment of dividends and the
distribution of assets upon liquidation with any other series of
Preferred Stock, other than the Junior Preferred Shares and any series
of Preferred Stock which by its terms is expressly made junior to the
$5.50 Convertible Preferred Stock.

          Dividend Rights.  The holders of shares of the $5.50
Convertible Preferred Stock are entitled to receive, when, as and if
declared by the Board of Directors of the Company, out of funds of the
Company legally available for payment, cumulative dividends at an annual
rate of $5.50 per share, payable quarterly on each March 15, June 15,
September 15 and December 15.  Dividends on the $5.50 Convertible
Preferred Stock accrue and are cumulative from the date of its original
issue and are payable to the holder of record on such respective record
dates as may be fixed by the Board of Directors in advance of the
payment of each dividend.  After full cumulative dividends on the $5.50
Convertible Preferred Stock for all past and current quarterly dividend
periods have been paid in full, the $5.50 Convertible Preferred Stock is
not entitled to participate with the Common Stock in any further
distributions of the Company. 

          Unless full cumulative dividends on the $5.50 Convertible
Preferred Stock have been paid, or declared and set aside for payment,
no dividends (other than in Common Stock or any other stock ranking
junior to the $5.50 Convertible Preferred Stock as to the distribution
of assets and the payment of dividends) may be paid or declared or other
distribution made upon the Common Stock or on any other stock of the
Company ranking junior to the $5.50 Convertible Preferred Stock as to
the distribution of assets and the payment of dividends nor may any
Common Stock or any other stock of the Company ranking junior to the
$5.50 Convertible Preferred Stock as to the distribution of assets and
the payment of dividends be redeemed or purchased by the Company (other
than in exchange for Common Stock or any other stock ranking junior to
the $5.50 Convertible Preferred Stock as to the distribution of assets
and the payment of dividends) or any payment made to or available for a
sinking fund for the redemption of any share of such stock.

          Voting Rights.  Except for the voting rights described below
and except as otherwise provided by law, the holders of shares of $5.50
<PAGE>

Convertible Preferred Stock are not entitled to vote on any matter or to
receive notice of, or to participate in, any meeting of stockholders of
the Company.  If six quarterly dividends payable on the $5.50
Convertible Preferred Stock, or on any other Preferred Stock entitled to
receive cumulative dividends, are in default, the number of directors of
the Company will be increased by two and the holders of all outstanding
shares of such cumulative Preferred Stock as to which such default shall
exist, voting as a single class, will be entitled to elect the
additional two directors until all such cumulative dividends have been
paid in full or set apart for payment on each cumulative series then
entitled to vote.

          Liquidation Rights.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
holders of $5.50 Convertible Preferred Stock will be entitled to receive
out of the assets of the Company available for distribution to stock-
holders $100.00 per share in cash plus accrued and unpaid dividends
before any distribution is made to the holders of the Common Stock or
any other stock of the Company ranking junior to the $5.50 Convertible
Preferred Stock as to the distribution of assets upon liquidation, dis-
solution or winding up of the affairs of the Company.

          Conversion Rights.  Shares of $5.50 Convertible Preferred
Stock will be convertible at any time at the option of the holder
thereof into such number of whole shares of Common Stock as is equal to
the aggregate liquidation preference of the shares of $5.50 Convertible
Preferred Stock surrendered for conversion divided by the conversion
price of $36.395 per share of Common Stock, subject to adjustment in
certain events as provided in the Certificate of Designations for the
$5.50 Convertible Preferred Stock.  

          Optional Redemption.  The $5.50 Convertible Preferred Stock
will not be redeemable prior to November 15, 1995.  Thereafter the $5.50
Convertible Preferred Stock may be redeemed, in whole or in part, at the
option of the Company, at a redemption price declining from $103.85 per
share for redemptions occurring on or after November 15, 1995 to $100.00
per share for redemptions occurring on or after November 15, 2001, plus,
in each case, accrued and unpaid dividends to and including the date
fixed for redemption.

          Effect of Mergers, Consolidations, Sales and Leases.  Except
as otherwise provided in the Certificate of Designations for the $5.50
Convertible Preferred Stock, in the event of any recapitalization of
shares of Common Stock, any consolidation or merger of the Company with
or into another person or any merger of another person into the Company,
any sale or transfer of all or substantially all of the assets of the
Company and its consolidated subsidiaries, or any compulsory share
exchange, pursuant to any of which holders of Common Stock shall be
entitled to receive other securities, cash or other property, then
appropriate provision shall be made so that the holder of each share of
$5.50 Convertible Preferred Stock then outstanding shall have the right
thereafter to convert such share at the conversion price, subject to
adjustment as provided in the Certificate of Designations, into (except,
in certain events, as otherwise provided in the Certificate of
Designations) the kind and amount of securities, cash and other property
that would have been receivable upon such transaction by a holder of the
number of shares of Common Stock issuable upon conversion of such share
of $5.50 Convertible Preferred Stock immediately prior to such
transaction.

          Depositary Shares.  The following is a summary of the
Depositary Agreement.  The summary contains all material provisions, but
does not purport to be complete and is subject to, and is qualified in
<PAGE>

its entirety by, the provisions of the Deposit Agreement, a copy of
which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part.

          Pursuant to the Deposit Agreement, depositary shares (the
"Depositary Shares"), each evidencing one-half share of $5.50
Convertible Preferred Stock, were issued.  As of August 30, 1995, a
total of 5,750,000 Depositary Shares were outstanding.  Subject to the
terms of the Deposit Agreement, each owner of a Depositary Share is
entitled, in proportion to the applicable fraction of a share of $5.50
Convertible Preferred Stock represented by such Depositary Share, to all
the rights, preferences and privileges of the $5.50 Convertible
Preferred Stock represented thereby (including dividend, voting,
conversion, redemption and liquidation rights), and subject to all of
the limitations of the $5.50 Convertible Preferred Stock represented
thereby, contained in the Company's Restated Certificate of
Incorporation and the Certificate of Designation for the $5.50
Convertible Preferred Stock and summarized above.

          The Depositary acts as transfer agent and registrar and paying
agent for the payment of dividends with respect to the Depositary
Shares.

          Whenever the Company redeems shares of $5.50 Convertible
Preferred Stock held by the Depositary, the Depositary will redeem as of
the same redemption date the number of Depositary Shares representing
shares of the $5.50 Convertible Preferred Stock so redeemed, provided
the Company shall have delivered to the Depositary cash sufficient to
effect a redemption of the $5.50 Convertible Preferred Stock to be
redeemed.  Each Depositary Share will be redeemable for one-half of the
amount payable with respect to each share of $5.50 Convertible Preferred
Stock.

          The Depositary will distribute all cash dividends or other
cash distributions received in respect of the $5.50 Convertible
Preferred Stock to the record holders of Depositary Receipts in
proportion to the number of such Depositary Shares owned by such holders
on the relevant record date.  In the event of an offering to holders of
$5.50 Convertible Preferred Stock of rights, preferences or privileges
to subscribe for any securities or any other rights, preferences or
privileges, the Depositary will make such rights, preferences or
privileges available to the record holders of Depositary Receipts
entitled thereto, unless the Company determines that it is not lawful or
feasible to make such rights, preferences or privileges available to
some or all holders of Depositary Receipts.  The amount distributed in
any of the foregoing cases will be reduced by any amount required to be
withheld by the Company or the Depositary with respect to tax liability.

          Each record holder of Depositary Shares has the right, at his
option, to surrender Depositary Receipts representing one or more whole
shares of $5.50 Convertible Preferred Stock with written instructions to
the Depositary to convert a number of underlying whole shares of $5.50
Convertible Preferred Stock which such Depositary Shares represent into
shares of the Company's Common Stock at any time.  No fractional shares
of Common Stock will be issued upon conversion, and in lieu thereof an
amount will be paid in cash by the Company equal to the market value of
the fractional interest.

          Upon receipt of notice of any meeting at which holders of
$5.50 Convertible Preferred Stock are entitled to vote, the Depositary
will mail the information contained in such notice of meeting to the
record holders of Depositary Receipts.  Each record holder of Depositary
Receipts on the record date (which will be the same date as the record
<PAGE>

date for the $5.50 Convertible Preferred Stock) will be entitled to
instruct the Depositary as to the exercise of the voting right
pertaining to the number of shares of $5.50 Convertible Preferred Stock
(or fraction thereof) represented by such holder's Depositary Shares. 
The Depositary will endeavor, insofar as practicable, to vote the number
of shares of $5.50 Convertible Preferred Stock (or fraction thereof)
represented by such Depositary Shares in accordance with such
instructions, and the Company has agreed to take all reasonable action
which may be deemed necessary by the Depositary in order to enable the
Depositary to do so.  The Depositary will not vote the shares of $5.50
Convertible Preferred Stock to the extent it does not receive specific
written instructions from the holders of Depositary Receipts
representing such shares of $5.50 Convertible Preferred Stock.

          The form of Depositary Receipts and any provision of the
Deposit Agreement may at any time be amended by agreement between the
Company and the Depositary.  However, any amendment which materially and
adversely alters the rights of holders of Depositary Receipts will not
take effect unless such amendment has been approved by the holders of at
least a majority of the Depositary Shares then outstanding.

          The Deposit Agreement may be terminated by the Company or the
Depositary only after (i) all outstanding Depositary Shares have been
redeemed and all shares of Common Stock, cash and other property shall
have been distributed to holders of Depositary Shares; (ii) there has
been a final distribution in respect of the $5.50 Convertible Preferred
Stock in connection with any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and such distribution has been
distributed to the holders of the Depositary Shares; or (iii) each share
of $5.50 Convertible Preferred Stock has been converted into shares of
Common Stock and all shares of Common Stock, cash and other property
have been distributed to holders of Depositary Shares.

JUNIOR PREFERRED SHARES

          General.  A total of 240,000 shares of Junior Preferred Shares
have been reserved for issuance upon exercise of the Rights.  See
"Description of Common Stock -- Stockholder Rights Plan."

          Dividend Rights.  Each Junior Preferred Share has a
preferential quarterly dividend payable on the first day of January,
April, July and October of each year (or such other quarterly payment
date as shall be specified by the Board of Directors) in an amount equal
to 500 times the dividend (other than a stock dividend) declared on each
share of Common Stock, but in no event less than $1.00.

          Voting Rights.  Each Junior Preferred Share will have 500
votes, subject to adjustment as provided in the Certificate of
Designations for the Junior Preferred Shares, on all matters submitted
to a vote of the stockholders of the Company and, except as provided in
the Certificate of Designations for the Junior Preferred Shares, the
Company's Restated Certificate of Incorporation or by law, the holders
of Junior Preferred Shares shall vote together as one class.

          Liquidation Rights.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
holders of Junior Preferred Shares will receive a preferred liquidation
payment per share equal to the greater of $500 per share (plus accrued
dividends to the date of distribution, whether or not earned or
declared) or an amount per share equal to 500 times the aggregate
payment made per each share of Common Stock, in each case subject to
adjustment as provided in the Certificate of Designations for the Junior
Preferred Shares. 
<PAGE>

          Effect of Mergers, Consolidations, Sales and Leases.  In the
event of any merger, consolidation, combination or other transaction in
which shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, each Junior
Preferred Share will be similarly exchanged or changed in an amount per
share equal to 500 times the aggregate amount and type of consideration
received per share of Common Stock, subject to adjustment as provided in
the Certificate of Designations for the Junior Preferred Shares.  

          Ranking of Junior Preferred Shares.  The Junior Preferred
Shares rank junior to all other series of the Company's Preferred Stock
as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.


                     FEDERAL TAX CONSIDERATIONS AS A
                    REAL PROPERTY HOLDING CORPORATION

          For purposes of this discussion, a "Non-U.S. Holder" is any
holder who, for U.S. Federal income tax purposes, is a foreign
corporation, a nonresident alien individual, an estate or trust other
than an estate or trust the income of which is subject to U.S. Federal
income taxation regardless of its source, or a foreign partnership.

          Under current provisions of the Internal Revenue Code of 1986,
as amended (the "Code") and Treasury Regulations thereunder, gain
realized by a Non-U.S. Holder on a disposition of certain interests in a
corporation that has, within a specified time period, been a "United
States real property holding corporation" is, under certain
circumstances, subject to U.S. Federal income tax (hereinafter referred
to as the "special tax") and possible withholding of such tax,
notwithstanding the lack of other connections of the Non-U.S. Holder
with the United States.  The Company believes that the Company would
likely constitute a United States real property holding corporation
within the meaning of the Code.  However, because the Common Stock is
"regularly traded on an established securities market" (within the
meaning of Section 897(c)(3) of the Code), under the Code and Treasury
Regulations now in effect, the special tax (and withholding tax) will
not apply with respect to dispositions of shares of Common Stock by a
Non-U.S. Holder except in the case of dispositions of Common Stock by a
holder who beneficially owns, directly or indirectly, more than 5% of
the fair market value of Common Stock at any time during the five years
immediately preceding the disposition of the stock in which case the
special tax (but, except in certain circumstances, not the withholding
tax) would apply.

          This discussion is a summary of certain U.S. federal tax
considerations of a real property holding corporation.  Thus, each
prospective investor in the Common Stock should consult its own tax
advisers as to the U.S. federal tax consequences of the purchase,
ownership and disposition of shares of the Common Stock, including the
effect of any United States state, local or foreign tax laws with
respect thereto.


                          PLAN OF DISTRIBUTION

          The Shares may be sold from time to time to purchasers
directly by the Selling Stockholders.  Alternatively, the Selling
Stockholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the New York Stock Exchange,
the Paris Bourse, or the Basel, Geneva or Zurich Stock Exchanges, in
sales occurring in the public market off such exchanges, in separately
<PAGE>

negotiated transactions, or in a combination of such transactions; each
sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices; some or all of the Shares may be sold
directly or through brokers acting on behalf of the Selling Stockholders
or to dealers for resale by such dealers; and in connection with such
sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and/or the
purchasers of such Shares for whom they may act as broker or agent.  All
expenses of registration incurred in connection with this offering are
being borne by the Company, but all brokerage commissions and other
expenses incurred by the Selling Stockholders will be payable by the
Selling Stockholders.

          The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which case any profit on
the sale of any or all of the Shares by the Selling Stockholders and any
discounts or commissions received by any such brokers or dealers may be
deemed to be underwriting discounts and commissions under the Securities
Act. 

          Any broker or dealer participating in any distribution of the
Shares in connection with the offering of the Shares may be deemed to be
an "underwriter" within the meaning of the act and will be required to
deliver a copy of this Prospectus to any person who purchases any of the
Shares from or through such broker or dealer.


                                 EXPERTS

          The audited consolidated financial statements and schedules
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in auditing and
accounting in giving said reports.
 
                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company hereby incorporates by reference in this
Prospectus the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.  All documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (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
<PAGE>

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 Company to indemnify the directors, officers, employees
and agents of the Company 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 relationship with the
Company, provided that such persons acted in good faith and in a manner
such person reasonably believed to be in, and not opposed to, the best
interests of the Company 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 Company provide that each person who at any
time is or shall have been a director or officer of the Company, 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 Company, and his heirs, executors and
administrators, shall be indemnified by the Company 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 Company 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
Company and the director or officer.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          The Shares offered hereby were issued to the Selling
Stockholders under the Plan, in private placement transactions "not
involving any public offering" within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").  Accordingly,
the issuance of the Shares to the Selling Stockholders was exempt from
registration under the Securities Act by virtue of the exemption
provided in Section 4(2) thereof.  


ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION OF DOCUMENTS
<PAGE>

 23       Consent of Arthur Andersen LLP

 24       Power of Attorney of certain officers and directors.

 99       Directors' Stock Award Plan


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; 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;

          (4)  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 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; and

          (5) that, for purposes of determining any liability under the
     Act, the information omitted from the form of prospectus filed as
     part of this registration statement in reliance upon Rule 430A and
     contained in a form of prospectus, filed by the Registrant pursuant
     to Rule 424(b)(1) or (4) under the Act shall be deemed to be part
<PAGE>

     of this registration statement as of the time it was declared
     effective.

          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 provisions described in Item 6,
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.
                               SIGNATURES

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, 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 8TH DAY OF SEPTEMBER, 1995.

                              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, as amended,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>


 <CAPTION>
               Signature                                   Title                               Date

 <S>                                     <C>                                        <C>


                     *              
           Rudolph I.J. Agnew            Director                                       September 8, 1995


                     *              
              J.P. Bolduc                Director
                                                                                        September 8, 1995
<PAGE>




                     *              
            Ronald C. Cambre             Chairman, President, Chief Executive           September 8, 1995
                                         Officer and Director (Principal
                                         Executive Officer)


                     *              
           Joseph P. Flannery            Director                                       September 8, 1995



                     *              
            Thomas A. Holmes             Director                                       September 8, 1995



                     *              
          Robin A. Plumbridge            Director                                       September 8, 1995


                     *              
            Moeen A. Qureshi             Director                                       September 8, 1995



                     *              
           Michael K. Reilly             Director                                       September 8, 1995


                     *              
        William I.M. Turner, Jr.         Director                                       September 8, 1995



                     *              
             Wayne W. Murdy              Senior Vice President and Chief                September 8, 1995
                                         Financial Officer (Principal Financial
                                         Officer)



                     *              
             Gary E. Farmar              Vice President and Controller (Principal       September 8, 1995
                                         Accounting Officer)


</TABLE>


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


                              EXHIBIT INDEX



Exhibit No.
<PAGE>

23        Consent of Arthur Andersen LLP

24        Power of Attorney of certain officers and directors

99        Directors' Stock Award Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 71625}]
{"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": "033-62469", "film-number": "95572292"}, "business-address": {"street1": "ONE UNITED BANK CTR", "street2": "1700 LINCOLN ST", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038637414"}}
Registration No. 33- 

                      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 jurisdiction of)            DENVER, COLORADO  80203                     (I.R.S. Employer
incorporation or organization)                  (303) 863-7414                         Identification No.)
                                     (Address of principal 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
                          1155 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK  10036
                                (212) 819-8200
                                                       
                                       

                                                   CALCULATION OF REGISTRATION FEE
Proposed maximum
                                                     Proposed maximum       aggregate
      Title of each class of        Amount to be      offering price         offering             Amount of
   securities to be registered        registered       per share (1)         price (1)       registration fee
Common Stock, $1.60 par
           value......                 13,728             $43.25             $593,736               $204.74

(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 September 1, 1995.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The following reoffer prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of the shares of common stock of Newmont Mining
Corporation (the "Company"), which shares were acquired by current and certain
former non-employee directors of the Company under the Plan.  The Company
satisfies the registrant requirements for use of Form S-3.

                          NEWMONT MINING CORPORATION
                               13,728 SHARES OF
                                 COMMON STOCK
                               ($1.60 PAR VALUE)

          This Prospectus relates to 13,728 shares (the "Shares") of common
stock, par value $1.60 per share (the "Common Stock"), of Newmont Mining
Corporation ("Newmont Mining" or the "Company") which may be offered from time
to time by the current and former non-employee directors of the Company named
herein (the "Selling Stockholders").  The Shares were acquired by the Selling
Stockholders from the Company in transactions not involving a public offering
within the meaning of Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the Company's Directors' Stock Award Plan
(the "Plan").  Certain of the Selling Stockholders also may be deemed to be
affiliates of the Company (as defined in Rule 405 of the Securities Act).  See
"Selling Stockholders."  The Company will not receive any proceeds from the
sale of the Shares by the Selling Stockholders. 

          The Shares may be sold from time to time to purchasers directly by
the Selling Stockholders.  Alternatively, the Selling Stockholders may sell
the Shares in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange, the Paris Bourse, or the Basel,
Geneva or Zurich Stock Exchanges, in sales occurring in the public market off
such exchanges, in separately negotiated transactions, or in a combination of
such transactions; each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices; some or all of the Shares may
be sold through brokers acting on behalf of each Selling Stockholder or to
dealers for resale by such dealers; and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from each Selling Stockholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which discounts or commissions are
not anticipated to exceed those customary in the types of transactions
involved).  All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and
other expenses incurred by each Selling Stockholder will be payable by such
Selling Stockholder.  See "Plan of Distribution."  

          The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which case any profit on the sale of any or all of
the Shares by the Selling Stockholders and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.

          The Common Stock of the Company is listed on the New York Stock
Exchange under the trading symbol "NEM."  The Company's Common Stock also is
listed on the Paris Bourse and Swiss Stock Exchanges (Basel, Geneva and
Zurich).  The last reported sales price of the Common Stock as reported on the
New York Stock Exchange Composite Tape on August 30, 1995 was $43.50 per
share.  

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
     STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
     THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
     OFFENSE.

               THE DATE OF THIS PROSPECTUS IS SEPTEMBER 8, 1995

                                                          TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2

INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

SELLING STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

DESCRIPTION OF CAPITAL STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

DESCRIPTION OF PREFERRED STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

FEDERAL TAX CONSIDERATIONS AS A REAL PROPERTY HOLDING CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . .   14

PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING STOCKHOLDERS.  NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL. 
                          AVAILABLE INFORMATION

          The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the Commission:
Seven World Trade Center, Suite 1300, New York, New York  10048;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549.  Such material can also
be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005 on which exchange the Common
Stock is listed.

          This Prospectus constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act.  This
Prospectus omits certain of the information contained in the
registration statement, and reference is hereby made to the registration
statement and to the exhibits relating thereto for further information
with respect to the Company and the Shares offered hereby.  Any
statements contained herein concerning the provisions of any document
are not necessarily complete, and, in each instance, reference is made
to the copy of such document filed as an exhibit to the registration
statement or otherwise filed with the Commission.  Each such statement
is qualified in its entirety by such reference.

                  INFORMATION INCORPORATED BY REFERENCE

          The Company hereby incorporates by reference in this
Prospectus the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995, which have been filed
with the Commission.  All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the
Shares offered hereby shall be deemed to be incorporated by reference in
this Prospectus 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 Prospectus 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 Prospectus.  

     THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
BENEFICIAL OWNERS, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED,
ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS).  REQUEST FOR SUCH COPIES SHOULD BE DIRECTED TO THE OFFICE OF
THE SECRETARY, NEWMONT MINING CORPORATION, 1700 LINCOLN STREET, DENVER,
COLORADO 80203, TELEPHONE:  (303) 863-7414.

                               THE COMPANY

          Newmont Mining Corporation is a U.S. company whose sole asset
is a controlling equity interest in Newmont Gold Company ("NGC").  NGC
is a worldwide company engaged in gold production, exploration for gold
and acquisition of gold properties.  Newmont Mining owns approximately
89.2% of the common stock, 100% of the preferred stock and options to
purchase additional shares of the common stock of NGC.

          NGC is the Company's sole subsidiary or interest.  NGC
produces gold from the Carlin Trend in Nevada.  NGC also produces gold
through a 38% owned venture in Peru, which commenced operations in
August 1993 and a 50% owned venture in Uzbekistan, which began gold
production in July 1995.  NGC additionally has an 80% owned venture in
Indonesia, which is scheduled to commence gold production in early 1996.

          Since the Company's only asset is a controlling equity
interest in NGC, the rights of the Company to participate in any
distribution of assets of NGC upon its liquidation or reorganization or
otherwise (and thus the ability of holders of the Shares to benefit from
such distribution) are subject to prior claims of creditors of NGC,
except to the extent that the Company may itself be a creditor with
recognized claims against NGC.  Claims on NGC by creditors may include
claims of holders of indebtedness and claims of creditors in the
ordinary course of business.  Such claims may increase or decrease, and
additional claims may be incurred in the future.

          Newmont Mining, incorporated in 1921, under the laws of
Delaware, maintains its principal executive offices at 1700 Lincoln
Street, Denver, Colorado 80203 (telephone: 303-863-7414).

                             USE OF PROCEEDS

          The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Stockholders.   

                          SELLING STOCKHOLDERS

          The Selling Stockholders consist of (i) current non-employee
directors of the Company, (ii) former non-employee directors who have
served as a director of the Company on or after February 1, 1990 and
(iii) two personal holding companies formed by one of the current non-
employee directors.  Any or all of the Shares listed below under the
heading "Shares Offered" may be offered for sale by Selling Stockholders
pursuant hereto.  Set forth below is the name of each Selling
Stockholder, the number of shares of Common Stock beneficially owned by
each Selling Stockholder as of August 30, 1995, the number of shares of
Common Stock that may be offered and sold by each Selling Stockholder
hereunder and the number of shares of Common Stock to be owned by each
Selling Stockholder if all Shares offered hereby by such Selling
Stockholder are sold.
Name                    Shares of Common       Shares Offered
                                        Stock Owned as of                              Shares of Common
                                         August 30, 1995                          Stock Owned After Offering

 Current Directors1/
Rudolph I. J. Agnew                        2,496                 2,496                     0

   Joseph P. Flannery                         2,745                 2,496                   249 2/
   Thomas A. Holmes                           6,948                 2,496                  4,452 2/

   Robin A. Plumbridge                        2,496                 2,496                     0

   Wimtwo, Inc./Wimtone, Inc.3/               8,000                 2,496                  5,504 2/
 Former Director

   Pierre Haas4/                              2,496                 2,496                     0

______________
1/  Each of the persons listed is also currently a director of NGC.

2/  Represents less than one percent of the outstanding shares of Common Stock of the Company.
3/  These are companies formed by William I.M. Turner, Jr., as personal holding companies.  Mr. Turner is currently a
non-employee director of the Company and of NGC.  As of August 30, 1995, Mr. Turner did not own any other shares of
Common Stock of the Company.

4/  Mr. Haas was a director of the Company and of NGC from December 19, 1990 to May 12, 1994.
The Shares which may be offered from time to time pursuant
hereto by the Selling Stockholders represent shares of Common Stock that
were acquired by the Selling Stockholders under the Plan.  All of the
share information set forth in this Prospectus has been adjusted to give
effect to a 1.2481 shares to 1 share stock split declared by the Company
on March 21, 1994, payable on April 21, 1994 (the "Stock Split").

          Under the Plan, which became effective on February 1, 1990 and
was terminated in November 1994, each non-employee director of the
Company who is elected or re-elected at the Annual Meeting of
Stockholders of the Company each year, commencing in 1990, received 625
shares of Common Stock (on a post-Stock Split basis) for service as a
director previously rendered and to be rendered during the year in which
such Annual Meeting was held.  If a person became a new non-employee
director either by election of the Board of Directors without a meeting
of stockholders or by election of the stockholders at a Special Meeting,
such director received 625 shares of Common Stock for accepting his or
her directorship and for service to be rendered as a director until the
next Annual Meeting of Stockholders.

          Shares received by a director pursuant to the Plan may not be
sold, transferred, pledged or assigned by the director until the
earliest of (a) the expiration of five years after the date of transfer
of such Shares to the director, (b) the date the director ceases to be a
director by reason of death or disability, or (c) the later of (x) the
date the director ceases to be a director for any reason other than
death or disability and (y) the expiration of six months after the date
of transfer of such Shares to the director.

          The following Selling Stockholders are also participants in
NGC's 1994 Directors' Stock Award Plan (the "NGC Plan") and, as of
August 30, 1995, hold that amount of shares of NGC common stock listed
below:
Name                   Shares of NGC Common Stock
Rudolph I. J. Agnew                           1,250
                             Joseph P. Flannery                            1,250

                             Thomas A. Holmes                              1,250
                             Robin A. Plumbridge                           1,250

                             Wimtwo, Inc.1/                                1,250

______________
1/  This is a company formed by William I.M. Turner, Jr., as a personal holding company.  As of August 30, 1995, Mr.
Turner does not own any other shares of Common Stock of NGC.
Under the NGC Plan, which became effective in November 1994,
each non-employee director of NGC received on the effective date of the
NGC Plan 625 shares of NGC common stock for service as a director of NGC
rendered and to be rendered in 1994.  The NGC Plan further provides that
on the date of the Annual Meeting of Stockholders of NGC in each year,
commencing in 1995, each non-employee director who is elected or re-
elected at such Annual Meeting will receive 625 shares of NGC common
stock for service as a director previously rendered and to be rendered
during the year in which such Annual Meeting is held.  If a person
becomes a new non-employee director in any year after the Annual Meeting
of Stockholders of NGC held in such year, such director will receive
under the NGC Plan 625 shares of NGC common stock for accepting his or
her directorship and for service to be rendered as a director until the
next Annual Meeting of Stockholders.

          The shares of NGC common stock received by a director pursuant
to the NGC Plan may not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of by the director until the earliest
of (a) the expiration of five years after the date of transfer of such
shares to the director, (b) the date the director ceases to be a
director by reason of death or disability, or (c) the later of (x) the
date the director ceases to be a director for any reason other than
death or disability and (y) the expiration of six months after the date
of transfer of such shares to the director.

                      DESCRIPTION OF CAPITAL STOCK

          The authorized capital of the Company consists of 5,000,000
shares of Preferred Stock, par value $5.00 per share, issuable in
series, of which 2,875,000 shares of $5.50 Convertible Preferred Stock,
par value $5.00 per share (the "$5.50 Convertible Preferred Stock"),
were issued and outstanding as of August 30, 1995, 240,000 shares of
Series A Junior Participating Preferred Stock, par value $5.00 per share
(the "Junior Preferred Shares"), were reserved for issuance as of August
30, 1995, and 120,000,000 shares of Common Stock, par value $1.60 per
share, of which 86,214,846 were issued and outstanding as of August 30,
1995.  All of the outstanding shares of capital stock of the Company are
fully paid and non-assessable.  Holders of the Company's capital stock
have no preemptive rights.

          The transfer agent and register for the Company's Common Stock
is Chemical Bank.

                       DESCRIPTION OF COMMON STOCK

          The statements set forth below are summaries of certain
provisions relating to the Common Stock of the Company.  These summaries
contain all material provisions, but do not purport to be complete and
are subject to, and are qualified in their entirety by, the provisions
of the Company's Restated Certificate of Incorporation, a copy of which
is filed as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994, which is incorporated herein by
reference.

DIVIDEND RIGHTS
Subject to the prior rights as to dividends of any Preferred
Stock which may be outstanding from time to time, the Common Stock is
entitled to such dividends as may be declared by the Board of Directors
out of funds legally available therefor.  

VOTING RIGHTS  

          Subject to the voting rights, if any, of any Preferred Stock
which may be outstanding from time to time, all voting rights are vested
in the holders of shares of the Common Stock, each share being entitled
to one vote.

LIQUIDATION RIGHTS 

          Subject to the prior rights of creditors and the holders of
any Preferred Stock which may be outstanding from time to time, the
shares of Common Stock are entitled, in the event of voluntary or
involuntary liquidation, dissolution or winding up, to share pro rata in
the distribution of all remaining assets.

APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES 

          Article NINTH of the Company's Restated Certificate of
Incorporation provides that, with certain exceptions noted below, the
affirmative vote of the holders of four-fifths of all classes of stock
of the Company entitled to vote in elections of directors (considered as
one class) shall be required (a) for the adoption of an agreement for
the merger or consolidation of the Company with any other corporation,
or (b) to authorize any sale or lease of all or any substantial part of
the assets of the Company to, or any sale or lease to the Company or any
subsidiary thereof in exchange for securities of the Company of any
assets (except assets having an aggregate fair market value of less than
$10 million) of, any other corporation, person or entity if, in either
case, such other corporation, person or entity is the beneficial owner,
directly or indirectly, of more than 10% of all outstanding shares of
stock of the Company entitled to vote in elections of directors (a "10%
Holder").  Such affirmative vote or consent shall be in addition to the
vote of the holders of the stock of the Company otherwise required by
law or any agreement between the Company and any national securities
exchange.

          For the purposes of Article NINTH, any corporation, person or
entity shall be deemed to be the beneficial owner of any shares of stock
of the Company (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options,
or otherwise, or (ii) which are beneficially owned, directly or
indirectly by any other corporation, person or entity, with which it or
its affiliates or associates (as defined in the Restated Certificate of
Incorporation) have any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of the
Company, or which is its affiliate or associate.

          Article NINTH does not apply to any transaction with any other
corporation, person or entity (i) if the Board of Directors of the
Company has approved a memorandum of understanding with such other
corporation, person or entity with respect to such transaction prior to
the time that such other corporation, person or entity shall have become
a 10% Holder or (ii) in case of a corporation, if the Company and its
subsidiaries own a majority of the outstanding shares of all classes of
stock entitled to vote in elections of directors.  Article NINTH can be
altered or repealed only upon the affirmative vote of the record holders
of four-fifths of all classes of stock of the Company entitled to vote
in elections of directors, considered as one class.
Article NINTH might be characterized as an anti-takeover
provision since it may render more difficult certain possible takeover
proposals to acquire control of the Company and make removal of
management of the Company more difficult.

EQUAL VALUE RIGHTS PLAN  

          Each outstanding share of Common Stock carries with it a
dividend distribution of one equal value right (an "Equal Value Right").
The terms of the Equal Value Rights are set forth in a Rights Agreement,
dated as of September 23, 1987, as amended (the "Equal Value Rights
Agreement"), between the Company and Chemical Bank, as Rights Agent. 
The following is a summary of the Equal Value Rights Agreement.  This
summary contains all material provisions, but does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, the provisions of the Equal Value Rights Agreement.  A
copy of the Equal Value Rights Agreement and the amendments thereto are
filed as exhibits to the Registration Statement of which this Prospectus
forms a part.

          Each Equal Value Right entitles the record holder to receive
from the Company on or after the date of any Extraordinary Transaction
(as hereinafter defined) an amount in cash equal to the amount, if any,
by which the Equal Value Price (as hereinafter defined) exceeds the sum
of the cash consideration and the fair market value of the non-cash
consideration paid for each share of Common Stock in the Extraordinary
Transaction.  Unless earlier redeemed or unless an Extraordinary
Transaction has theretofore occurred, the Equal Value Rights will expire
at the close of business on September 23, 1997.

          The term "Extraordinary Transaction" means an event in which,
within two years of the Control Date (as hereinafter defined) the
Company, directly or indirectly, effects a merger, consolidation or
other extraordinary corporate transaction in which the Common Stock is
changed into or exchanged for securities, cash or other property.  The
term "Equal Value Price" means the highest price per share paid by a
Controlling Person (as hereinafter defined) for any share of Common
Stock acquired by it within 91 days prior to and including the Control
Date, as such price is adjusted pursuant to the Equal Value Rights
Agreement.

          The Equal Value Rights are evidenced by the certificates
representing outstanding shares of Common Stock, and no certificates
representing the Equal Value Rights have been distributed.  The Equal
Value Rights will separate from the Common Stock and an Equal Value
Distribution Date will occur on the first date of public announcement by
the Company or a person (a "Controlling Person") who, together with all
Affiliates and Associates (as each term is defined in the Equal Value
Rights Agreement) of such person, shall be the beneficial owner of
securities entitled to cast 50% or more of the votes in the election of
directors of the Company, that a Controlling Person has become such (a
"Control Date").  Until the Equal Value Distribution Date, (i) the Equal
Value Rights will be evidenced by the Common Stock certificates and will
be transferred with and only with such Common Stock certificates, and
(ii) the transfer of any outstanding Common Stock certificates will also
constitute the transfer of the Equal Value Rights associated therewith.

          Until an Equal Value Right is exercised, the holder thereof,
as such, has no rights as a stockholder of the Company.  At any time
until a Control Date, the Company may (but only with the concurrence of
a majority of the Continuing Directors (as defined in the Equal Value
Rights Agreement)) redeem the Equal Value Rights in whole, but not in
part, at a price of $0.02 per Equal Value Right.
The Equal Value Rights may have certain anti-takeover effects
in the event that a person or group proposes to acquire the Company in a
two-tier transaction in which all stockholders do not receive the same
price for their shares.

STOCKHOLDER RIGHTS PLAN  

          Each outstanding share of Common Stock carries with it one
preferred share purchase right (each a "Right").  The terms of the
Rights are set forth in a Rights Agreement, dated as of August 30, 1990,
and amendments thereto (as so amended, the "Rights Agreement") between
the Company and Chemical Bank, as Rights Agent.  The following is a
summary of the terms of the Rights Agreement.  This summary contains all
material provisions, but does not purport to be complete and is subject
to, and is qualified in its entirety by reference to, the provisions of
the Rights Agreement.  A copy of the Rights Agreement and the amendments
thereto are filed as exhibits to the Registration Statement of which
this Prospectus forms a part.

          Following the Distribution Date referred to below and except
as described below, each Right entitles the registered holder to
purchase from the Company one five-hundredth of a share (a "Preferred
Share Fraction") of the Series A Junior Participating Preferred Stock,
par value $5.00 per share, of the Company (the "Junior Preferred
Shares"), at a purchase price of $150 per Preferred Share Fraction,
subject to adjustment (the "Purchase Price").  Unless earlier redeemed
by the Company or unless a transaction described in Section 13(d) of the
Rights Agreement has occurred, the Rights will expire at the close of
business on September 11, 2000 (the "Final Expiration Date").

          Ownership of the Rights is evidenced by the Common Stock
certificates representing shares then outstanding, and no separate
certificates representing the Rights have been distributed.  The Rights
will separate from the Common Stock and a Distribution Date will occur
upon the earlier of (i) the close of business on the tenth day after the
date of a public announcement that a person (other than any Exempt
Person (as defined in the Rights Agreement)) or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
Common Stock (the "Stock Acquisition Date"), or (ii) the close of
business on the tenth business day after the date of the commencement of
a tender offer or exchange offer that would result in a person or entity
beneficially owning 15% or more of the outstanding Common Stock. Until a
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common
Stock certificates and (ii) the transfer of any outstanding Common Stock
certificates will also constitute a transfer of the Rights associated
therewith.

          Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into a Preferred Share
Fraction.  Each Preferred Share Fraction carries voting and dividend
rights that are intended to produce the equivalent of one share of
Common Stock, which rights are subject to adjustment in the event of
stock dividends, subdivisions and combinations with respect to the
Common Stock.  In lieu of issuing certificates for fractions of Junior
Preferred Shares (other than fractions which are integral multiples of
one five-hundredth of a share), the Company may pay cash in accordance
with the Rights Agreement.

          If a person becomes an Acquiring Person other than pursuant to
certain Board approved tender or exchange offers, each holder of a
Right, at any time following the Distribution Date, has the right to
receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal
to two times the Purchase Price of the Right.  In lieu of requiring
payment of the Purchase Price upon exercise of the Right following any
such event, the Company may provide that each Right be exchanged for one
share of Common Stock (or cash, property or other securities, as the
case may be).  Following the occurrence of the event set forth in the
first sentence of this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.

          In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than pursuant to certain Board approved tender or
exchange offers), or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) has the right to
receive, upon exercise, common stock of the acquiring company having a
value equal to two times the Purchase Price of the Right.

          The Purchase Price payable, and the number of Preferred Share
Fractions or other securities or property issuable, upon exercise of the
Rights is subject to adjustment to prevent dilution as a result of
certain events described in the Rights Agreement.

          Until a Right is exercised, the holder thereof, as such, has
no rights as a stockholder of the Company.  At any time until the
earlier of (i) the Stock Acquisition Date and (ii) the Final Expiration
Date (but in certain circumstances only with the concurrence of
Continuing Directors (as defined in the Rights Agreement)), the Company
has the option to redeem the Rights in whole, but not in part, at a
price of $0.01 per Right.

          The Rights have certain anti-takeover effects.  The Rights may
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the
Board of Directors of the Company because the Rights are either
redeemable or do not go into effect under such circumstances.

                     DESCRIPTION OF PREFERRED STOCK

          The statements set forth below are summaries of certain
provisions relating to the Preferred Stock of the Company.  These
summaries contain all material provisions, but do not purport to be
complete and are subject to, and are qualified in their entirety by, the
provisions of the Company's Restated Certificate of Incorporation and
the Certificate of Designations for both the $5.50 Convertible Preferred
Stock and the Junior Preferred Shares described below, copies of which
are exhibits to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, which is incorporated herein by reference.

GENERAL

          The Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") authorizes the issuance of 5,000,000
shares of Preferred Stock in one or more series.  The Board of Directors
has the power to fix various terms with respect to each series of
Preferred Stock, including voting powers, designations, preferences,
relative rights, qualifications, limitations and restrictions as set
forth in resolutions providing for the issue thereof adopted by the
Board of Directors or a duly authorized commission thereof.  The $5.50
Convertible Preferred Stock and the Junior Preferred Shares that may be
issued in connection with the Company's Shareholder Rights Plan (see
"Description of Common Stock -- Shareholder Rights Plan" and "Description
of Preferred Stock -- Junior Preferred Shares") are the only series of
Preferred Stock that the Board of Directors of the Company has
authorized for issuance by the Company.

$5.50 CONVERTIBLE PREFERRED STOCK

          General.  As of August 30, 1995, a total of 2,875,000 shares
of the $5.50 Convertible Preferred Stock were issued and outstanding. 
All of the outstanding shares of the $5.50 Convertible Preferred Stock
are held on deposit under the Deposit Agreement, dated as of November
15, 1992 (the "Deposit Agreement"), among the Company, Chemical Bank, as
Depositary (the "Depositary"), and all holders from time to time of
depositary receipts issued thereunder (the "Depositary Receipts").

          Ranking.  The $5.50 Convertible Preferred Stock ranks senior
with respect to the payment of dividends and the distribution of assets
upon liquidation to any Junior Preferred Shares and any series of
Preferred Stock which by its terms is expressly made junior to the $5.50
Convertible Preferred Stock.  The $5.50 Convertible Preferred Stock will
rank on a parity with respect to the payment of dividends and the
distribution of assets upon liquidation with any other series of
Preferred Stock, other than the Junior Preferred Shares and any series
of Preferred Stock which by its terms is expressly made junior to the
$5.50 Convertible Preferred Stock.

          Dividend Rights.  The holders of shares of the $5.50
Convertible Preferred Stock are entitled to receive, when, as and if
declared by the Board of Directors of the Company, out of funds of the
Company legally available for payment, cumulative dividends at an annual
rate of $5.50 per share, payable quarterly on each March 15, June 15,
September 15 and December 15.  Dividends on the $5.50 Convertible
Preferred Stock accrue and are cumulative from the date of its original
issue and are payable to the holder of record on such respective record
dates as may be fixed by the Board of Directors in advance of the
payment of each dividend.  After full cumulative dividends on the $5.50
Convertible Preferred Stock for all past and current quarterly dividend
periods have been paid in full, the $5.50 Convertible Preferred Stock is
not entitled to participate with the Common Stock in any further
distributions of the Company. 

          Unless full cumulative dividends on the $5.50 Convertible
Preferred Stock have been paid, or declared and set aside for payment,
no dividends (other than in Common Stock or any other stock ranking
junior to the $5.50 Convertible Preferred Stock as to the distribution
of assets and the payment of dividends) may be paid or declared or other
distribution made upon the Common Stock or on any other stock of the
Company ranking junior to the $5.50 Convertible Preferred Stock as to
the distribution of assets and the payment of dividends nor may any
Common Stock or any other stock of the Company ranking junior to the
$5.50 Convertible Preferred Stock as to the distribution of assets and
the payment of dividends be redeemed or purchased by the Company (other
than in exchange for Common Stock or any other stock ranking junior to
the $5.50 Convertible Preferred Stock as to the distribution of assets
and the payment of dividends) or any payment made to or available for a
sinking fund for the redemption of any share of such stock.

          Voting Rights.  Except for the voting rights described below
and except as otherwise provided by law, the holders of shares of $5.50
Convertible Preferred Stock are not entitled to vote on any matter or to
receive notice of, or to participate in, any meeting of stockholders of
the Company.  If six quarterly dividends payable on the $5.50
Convertible Preferred Stock, or on any other Preferred Stock entitled to
receive cumulative dividends, are in default, the number of directors of
the Company will be increased by two and the holders of all outstanding
shares of such cumulative Preferred Stock as to which such default shall
exist, voting as a single class, will be entitled to elect the
additional two directors until all such cumulative dividends have been
paid in full or set apart for payment on each cumulative series then
entitled to vote.

          Liquidation Rights.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
holders of $5.50 Convertible Preferred Stock will be entitled to receive
out of the assets of the Company available for distribution to stock-
holders $100.00 per share in cash plus accrued and unpaid dividends
before any distribution is made to the holders of the Common Stock or
any other stock of the Company ranking junior to the $5.50 Convertible
Preferred Stock as to the distribution of assets upon liquidation, dis-
solution or winding up of the affairs of the Company.

          Conversion Rights.  Shares of $5.50 Convertible Preferred
Stock will be convertible at any time at the option of the holder
thereof into such number of whole shares of Common Stock as is equal to
the aggregate liquidation preference of the shares of $5.50 Convertible
Preferred Stock surrendered for conversion divided by the conversion
price of $36.395 per share of Common Stock, subject to adjustment in
certain events as provided in the Certificate of Designations for the
$5.50 Convertible Preferred Stock.  

          Optional Redemption.  The $5.50 Convertible Preferred Stock
will not be redeemable prior to November 15, 1995.  Thereafter the $5.50
Convertible Preferred Stock may be redeemed, in whole or in part, at the
option of the Company, at a redemption price declining from $103.85 per
share for redemptions occurring on or after November 15, 1995 to $100.00
per share for redemptions occurring on or after November 15, 2001, plus,
in each case, accrued and unpaid dividends to and including the date
fixed for redemption.

          Effect of Mergers, Consolidations, Sales and Leases.  Except
as otherwise provided in the Certificate of Designations for the $5.50
Convertible Preferred Stock, in the event of any recapitalization of
shares of Common Stock, any consolidation or merger of the Company with
or into another person or any merger of another person into the Company,
any sale or transfer of all or substantially all of the assets of the
Company and its consolidated subsidiaries, or any compulsory share
exchange, pursuant to any of which holders of Common Stock shall be
entitled to receive other securities, cash or other property, then
appropriate provision shall be made so that the holder of each share of
$5.50 Convertible Preferred Stock then outstanding shall have the right
thereafter to convert such share at the conversion price, subject to
adjustment as provided in the Certificate of Designations, into (except,
in certain events, as otherwise provided in the Certificate of
Designations) the kind and amount of securities, cash and other property
that would have been receivable upon such transaction by a holder of the
number of shares of Common Stock issuable upon conversion of such share
of $5.50 Convertible Preferred Stock immediately prior to such
transaction.

          Depositary Shares.  The following is a summary of the
Depositary Agreement.  The summary contains all material provisions, but
does not purport to be complete and is subject to, and is qualified in
its entirety by, the provisions of the Deposit Agreement, a copy of
which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part.

          Pursuant to the Deposit Agreement, depositary shares (the
"Depositary Shares"), each evidencing one-half share of $5.50
Convertible Preferred Stock, were issued.  As of August 30, 1995, a
total of 5,750,000 Depositary Shares were outstanding.  Subject to the
terms of the Deposit Agreement, each owner of a Depositary Share is
entitled, in proportion to the applicable fraction of a share of $5.50
Convertible Preferred Stock represented by such Depositary Share, to all
the rights, preferences and privileges of the $5.50 Convertible
Preferred Stock represented thereby (including dividend, voting,
conversion, redemption and liquidation rights), and subject to all of
the limitations of the $5.50 Convertible Preferred Stock represented
thereby, contained in the Company's Restated Certificate of
Incorporation and the Certificate of Designation for the $5.50
Convertible Preferred Stock and summarized above.

          The Depositary acts as transfer agent and registrar and paying
agent for the payment of dividends with respect to the Depositary
Shares.

          Whenever the Company redeems shares of $5.50 Convertible
Preferred Stock held by the Depositary, the Depositary will redeem as of
the same redemption date the number of Depositary Shares representing
shares of the $5.50 Convertible Preferred Stock so redeemed, provided
the Company shall have delivered to the Depositary cash sufficient to
effect a redemption of the $5.50 Convertible Preferred Stock to be
redeemed.  Each Depositary Share will be redeemable for one-half of the
amount payable with respect to each share of $5.50 Convertible Preferred
Stock.

          The Depositary will distribute all cash dividends or other
cash distributions received in respect of the $5.50 Convertible
Preferred Stock to the record holders of Depositary Receipts in
proportion to the number of such Depositary Shares owned by such holders
on the relevant record date.  In the event of an offering to holders of
$5.50 Convertible Preferred Stock of rights, preferences or privileges
to subscribe for any securities or any other rights, preferences or
privileges, the Depositary will make such rights, preferences or
privileges available to the record holders of Depositary Receipts
entitled thereto, unless the Company determines that it is not lawful or
feasible to make such rights, preferences or privileges available to
some or all holders of Depositary Receipts.  The amount distributed in
any of the foregoing cases will be reduced by any amount required to be
withheld by the Company or the Depositary with respect to tax liability.

          Each record holder of Depositary Shares has the right, at his
option, to surrender Depositary Receipts representing one or more whole
shares of $5.50 Convertible Preferred Stock with written instructions to
the Depositary to convert a number of underlying whole shares of $5.50
Convertible Preferred Stock which such Depositary Shares represent into
shares of the Company's Common Stock at any time.  No fractional shares
of Common Stock will be issued upon conversion, and in lieu thereof an
amount will be paid in cash by the Company equal to the market value of
the fractional interest.

          Upon receipt of notice of any meeting at which holders of
$5.50 Convertible Preferred Stock are entitled to vote, the Depositary
will mail the information contained in such notice of meeting to the
record holders of Depositary Receipts.  Each record holder of Depositary
Receipts on the record date (which will be the same date as the record
date for the $5.50 Convertible Preferred Stock) will be entitled to
instruct the Depositary as to the exercise of the voting right
pertaining to the number of shares of $5.50 Convertible Preferred Stock
(or fraction thereof) represented by such holder's Depositary Shares. 
The Depositary will endeavor, insofar as practicable, to vote the number
of shares of $5.50 Convertible Preferred Stock (or fraction thereof)
represented by such Depositary Shares in accordance with such
instructions, and the Company has agreed to take all reasonable action
which may be deemed necessary by the Depositary in order to enable the
Depositary to do so.  The Depositary will not vote the shares of $5.50
Convertible Preferred Stock to the extent it does not receive specific
written instructions from the holders of Depositary Receipts
representing such shares of $5.50 Convertible Preferred Stock.

          The form of Depositary Receipts and any provision of the
Deposit Agreement may at any time be amended by agreement between the
Company and the Depositary.  However, any amendment which materially and
adversely alters the rights of holders of Depositary Receipts will not
take effect unless such amendment has been approved by the holders of at
least a majority of the Depositary Shares then outstanding.

          The Deposit Agreement may be terminated by the Company or the
Depositary only after (i) all outstanding Depositary Shares have been
redeemed and all shares of Common Stock, cash and other property shall
have been distributed to holders of Depositary Shares; (ii) there has
been a final distribution in respect of the $5.50 Convertible Preferred
Stock in connection with any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and such distribution has been
distributed to the holders of the Depositary Shares; or (iii) each share
of $5.50 Convertible Preferred Stock has been converted into shares of
Common Stock and all shares of Common Stock, cash and other property
have been distributed to holders of Depositary Shares.

JUNIOR PREFERRED SHARES

          General.  A total of 240,000 shares of Junior Preferred Shares
have been reserved for issuance upon exercise of the Rights.  See
"Description of Common Stock -- Stockholder Rights Plan."

          Dividend Rights.  Each Junior Preferred Share has a
preferential quarterly dividend payable on the first day of January,
April, July and October of each year (or such other quarterly payment
date as shall be specified by the Board of Directors) in an amount equal
to 500 times the dividend (other than a stock dividend) declared on each
share of Common Stock, but in no event less than $1.00.

          Voting Rights.  Each Junior Preferred Share will have 500
votes, subject to adjustment as provided in the Certificate of
Designations for the Junior Preferred Shares, on all matters submitted
to a vote of the stockholders of the Company and, except as provided in
the Certificate of Designations for the Junior Preferred Shares, the
Company's Restated Certificate of Incorporation or by law, the holders
of Junior Preferred Shares shall vote together as one class.

          Liquidation Rights.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
holders of Junior Preferred Shares will receive a preferred liquidation
payment per share equal to the greater of $500 per share (plus accrued
dividends to the date of distribution, whether or not earned or
declared) or an amount per share equal to 500 times the aggregate
payment made per each share of Common Stock, in each case subject to
adjustment as provided in the Certificate of Designations for the Junior
Preferred Shares.
Effect of Mergers, Consolidations, Sales and Leases.  In the
event of any merger, consolidation, combination or other transaction in
which shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, each Junior
Preferred Share will be similarly exchanged or changed in an amount per
share equal to 500 times the aggregate amount and type of consideration
received per share of Common Stock, subject to adjustment as provided in
the Certificate of Designations for the Junior Preferred Shares.  

          Ranking of Junior Preferred Shares.  The Junior Preferred
Shares rank junior to all other series of the Company's Preferred Stock
as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.

                     FEDERAL TAX CONSIDERATIONS AS A
                    REAL PROPERTY HOLDING CORPORATION

          For purposes of this discussion, a "Non-U.S. Holder" is any
holder who, for U.S. Federal income tax purposes, is a foreign
corporation, a nonresident alien individual, an estate or trust other
than an estate or trust the income of which is subject to U.S. Federal
income taxation regardless of its source, or a foreign partnership.

          Under current provisions of the Internal Revenue Code of 1986,
as amended (the "Code") and Treasury Regulations thereunder, gain
realized by a Non-U.S. Holder on a disposition of certain interests in a
corporation that has, within a specified time period, been a "United
States real property holding corporation" is, under certain
circumstances, subject to U.S. Federal income tax (hereinafter referred
to as the "special tax") and possible withholding of such tax,
notwithstanding the lack of other connections of the Non-U.S. Holder
with the United States.  The Company believes that the Company would
likely constitute a United States real property holding corporation
within the meaning of the Code.  However, because the Common Stock is
"regularly traded on an established securities market" (within the
meaning of Section 897(c)(3) of the Code), under the Code and Treasury
Regulations now in effect, the special tax (and withholding tax) will
not apply with respect to dispositions of shares of Common Stock by a
Non-U.S. Holder except in the case of dispositions of Common Stock by a
holder who beneficially owns, directly or indirectly, more than 5% of
the fair market value of Common Stock at any time during the five years
immediately preceding the disposition of the stock in which case the
special tax (but, except in certain circumstances, not the withholding
tax) would apply.

          This discussion is a summary of certain U.S. federal tax
considerations of a real property holding corporation.  Thus, each
prospective investor in the Common Stock should consult its own tax
advisers as to the U.S. federal tax consequences of the purchase,
ownership and disposition of shares of the Common Stock, including the
effect of any United States state, local or foreign tax laws with
respect thereto.

                          PLAN OF DISTRIBUTION

          The Shares may be sold from time to time to purchasers
directly by the Selling Stockholders.  Alternatively, the Selling
Stockholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the New York Stock Exchange,
the Paris Bourse, or the Basel, Geneva or Zurich Stock Exchanges, in
sales occurring in the public market off such exchanges, in separately
negotiated transactions, or in a combination of such transactions; each
sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices; some or all of the Shares may be sold
directly or through brokers acting on behalf of the Selling Stockholders
or to dealers for resale by such dealers; and in connection with such
sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and/or the
purchasers of such Shares for whom they may act as broker or agent.  All
expenses of registration incurred in connection with this offering are
being borne by the Company, but all brokerage commissions and other
expenses incurred by the Selling Stockholders will be payable by the
Selling Stockholders.

          The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which case any profit on
the sale of any or all of the Shares by the Selling Stockholders and any
discounts or commissions received by any such brokers or dealers may be
deemed to be underwriting discounts and commissions under the Securities
Act. 

          Any broker or dealer participating in any distribution of the
Shares in connection with the offering of the Shares may be deemed to be
an "underwriter" within the meaning of the act and will be required to
deliver a copy of this Prospectus to any person who purchases any of the
Shares from or through such broker or dealer.

                                 EXPERTS

          The audited consolidated financial statements and schedules
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in auditing and
accounting in giving said reports.
 
                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company hereby incorporates by reference in this
Prospectus the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.  All documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (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 Company to indemnify the directors, officers, employees
and agents of the Company 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 relationship with the
Company, provided that such persons acted in good faith and in a manner
such person reasonably believed to be in, and not opposed to, the best
interests of the Company 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 Company provide that each person who at any
time is or shall have been a director or officer of the Company, 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 Company, and his heirs, executors and
administrators, shall be indemnified by the Company 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 Company 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
Company and the director or officer.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          The Shares offered hereby were issued to the Selling
Stockholders under the Plan, in private placement transactions "not
involving any public offering" within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").  Accordingly,
the issuance of the Shares to the Selling Stockholders was exempt from
registration under the Securities Act by virtue of the exemption
provided in Section 4(2) thereof.  

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION OF DOCUMENTS
23       Consent of Arthur Andersen LLP

 24       Power of Attorney of certain officers and directors.

 99       Directors' Stock Award Plan

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; 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;

          (4)  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 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; and

          (5) that, for purposes of determining any liability under the
     Act, the information omitted from the form of prospectus filed as
     part of this registration statement in reliance upon Rule 430A and
     contained in a form of prospectus, filed by the Registrant pursuant
     to Rule 424(b)(1) or (4) under the Act shall be deemed to be part
of this registration statement as of the time it was declared
     effective.

          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 provisions described in Item 6,
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.
                               SIGNATURES

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, 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 8TH DAY OF SEPTEMBER, 1995.

                              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, as amended,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                                   Title                               Date
*              
           Rudolph I.J. Agnew            Director                                       September 8, 1995

                     *              
              J.P. Bolduc                Director
                                                                                        September 8, 1995
*              
            Ronald C. Cambre             Chairman, President, Chief Executive           September 8, 1995
                                         Officer and Director (Principal
                                         Executive Officer)

                     *              
           Joseph P. Flannery            Director                                       September 8, 1995

                     *              
            Thomas A. Holmes             Director                                       September 8, 1995

                     *              
          Robin A. Plumbridge            Director                                       September 8, 1995

                     *              
            Moeen A. Qureshi             Director                                       September 8, 1995

                     *              
           Michael K. Reilly             Director                                       September 8, 1995

                     *              
        William I.M. Turner, Jr.         Director                                       September 8, 1995

                     *              
             Wayne W. Murdy              Senior Vice President and Chief                September 8, 1995
                                         Financial Officer (Principal Financial
                                         Officer)

                     *              
             Gary E. Farmar              Vice President and Controller (Principal       September 8, 1995
                                         Accounting Officer)
*By /s/ Timothy J. Schmitt         
     Timothy J. Schmitt as
     Attorney-in-fact

                              EXHIBIT INDEX

Exhibit No.
23        Consent of Arthur Andersen LLP

24        Power of Attorney of certain officers and directors

99        Directors' Stock Award Plan