As filed with the Securities and Exchange Commission on April 18, 2002

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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


                            -------------------------
<TABLE>
<CAPTION>

<S>                                  <C>                                                <C>

           Delaware                             1700 Lincoln Street                        84-1611629
(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
    Newmont Mining Corporation of Canada Limited Employees' Stock Option Plan
                              (Full Title of Plan)


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

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


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

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


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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

<S>                                  <C>               <C>                  <C>                 <C>
==================================== ================= ==================== =================== ====================

                                                        Proposed maximum     Proposed maximum
      Title of each class of           Amount to be      offering price     aggregate offering       Amount of
    securities to be registered       registered (1)      per share (2)         price (2)        registration fee
------------------------------------ ----------------- -------------------- ------------------- ------------------------
Common Stock, $1.60 par value (and      2,551,448            $27.96            $71,338,486           $6563.14
    associated Preferred Stock
         Purchase Rights)
==================================== ================= ==================== =================== ========================

(1)  The  number of shares of Common  Stock of  Newmont  Mining  Corporation  that may be issued  upon  exercise  of the
     outstanding  options of Newmont Mining  Corporation of Canada Limited,  based upon the exercise prices in effect on
     April 16, 2002.  Pursuant to Rule 416(a) of the Securities  Act of 1933, as amended,  this  Registration  Statement
     shall be deemed also to cover an  indeterminable  number of additional  shares that may become issuable pursuant to
     the anti-dilution provisions applicable to the options.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in accordance with Rules 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 April 16, 2002.

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

</TABLE>


<PAGE>
                                EXPLANATORY NOTE


          The Corporation has prepared this Registration Statement in accordance
with the requirements of Form S-8 under the Securities Act, to register
2,551,448 shares of common stock, $1.60 par value per share, of the Corporation
(the "Common Stock") that may be issued from time to time upon exercise of
outstanding options under the Newmont Mining Corporation of Canada Limited
Employees' Stock Option Plan.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.


          On February 15, 2002, Delta Acquisitionco Corp., at the time a direct
wholly owned subsidiary of Delta Holdco Corp. ("Holdco") and an indirect wholly
owned subsidiary of Newmont Mining Corporation ("Old Newmont"), was merged into
Old Newmont (the "Reorganization"), with Old Newmont being the surviving
corporation. As a result of the Reorganization, Old Newmont became a wholly
owned subsidiary of Holdco. In connection with the Reorganization, Holdco
changed its name to "Newmont Mining Corporation" and Old Newmont changed its
name to "Newmont USA Limited". Pursuant to the Reorganization, shares of Old
Newmont common stock were exchanged for shares of common stock of Holdco.
References herein to documents filed by the "Corporation" prior to February 15,
2002 shall mean documents filed by Old Newmont. All other references herein to
the "Corporation" or to the "Registrant" shall mean Holdco.


          On February 16, 2002, the Corporation acquired Franco-Nevada Mining
Corporation Limited ("Franco-Nevada"), the name of which has now been changed to
Newmont Mining Corporation of Canada Limited. Pursuant to the acquisition,
options to purchase shares of Franco-Nevada issued pursuant to the Franco-Nevada
Employees' Stock Option Plan (now called the Newmont Mining Corporation of
Canada Limited Employees' Stock Option Plan) are exercisable for shares of
common stock of the Corporation.

          The Corporation hereby incorporates by reference into this
Registration Statement the following documents filed with the Securities and
Exchange Commission:

          o    The Corporation's Annual Report on Form 10-K for the year ended
               December 31, 2001.

          o    The Corporation's Current Reports on Form 8-K filed on January
               17, 2002 , February 7, 2002, March 1, 2002 (as amended by a
               Current Report on Form 8-K/A filed on April 16, 2002), April 3,
               2002 and April 16, 2002.

          o    The description of the Common Stock contained in the
               Corporation's registration statement on Form 8-A for its Common
               Stock filed under the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), including any amendment or report filed for
               the purpose of updating such description.

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

Item 4.  Description of Securities.

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.


<PAGE>


          Article Tenth of the Corporation's Certificate of Incorporation
provides that the directors of the Corporation shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the General Corporation Law of the State of Delaware as from time to time
in effect.


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


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

Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Documents

4.1            Certificate  of  Incorporation  of  Registrant.  Incorporated  by
               reference  to  Appendix  F  to  the   Registrant's   Registration
               Statement  on Form  S-4  (File  No.  333-76506),  filed  with the
               Securities and Exchange Commission on January 10, 2002.

4.2            Certificate  of  Elimination  of  Series A  Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.2 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               common stock,  filed with the Securities and Exchange  Commission
               on February 15, 2002.

4.3            Certificate of Designations of Special Voting Stock. Incorporated
               by  reference  to Exhibit  3.3 to the  Registrant's  Registration
               Statement  on Form 8-A  (File  No.  001-31240),  relating  to the
               registration  of its common stock,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.4            Certificate  of  Designations  of  Series A Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.1 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               preferred  stock purchase  rights,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.5            Certificate of Designations of $3.25 Convertible  Preferred Stock
               of  Registrant.  Incorporated  by reference to Exhibit 3.3 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240), relating to the registration of such preferred stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

4.6            Certificate of Amendment to the Certificate of  Incorporation  of
               Registrant.  Incorporated  by  reference  to  Exhibit  3.4 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240),  relating to the  registration  of its common  stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

                                      -2-


<PAGE>


4.7            By-Laws of the Registrant.  Incorporated by reference to Appendix
               G to the  Registrant's  Registration  Statement on Form S-4 (File
               No. 333-76506), filed with the Securities and Exchange Commission
               on January 10, 2002.

4.8            Rights  Agreement,  dated as of February  13,  2002,  between the
               Registrant and Mellon  Investor  Services LLC (which includes the
               form of Certificate of Designations of Series B Junior  Preferred
               Stock of the Company as Exhibit A, the form of Right  Certificate
               as  Exhibit B and the  Summary  of Rights to  Purchase  Preferred
               Shares as Exhibit C). Incorporated by reference to Exhibit 4.1 to
               the  Registrant's  Registration  Statement  on Form 8-A (File No.
               001-31240),  relating to the  registration of its preferred stock
               purchase rights, filed on February 15, 2002.

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

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of PricewaterhouseCoopers LLP.

23.3           Consent of Deloitte, Touche, Tohmatsu.

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

24             Power of Attorney of certain officers and directors.

Item 9.  Undertakings.

               The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
          made, a  post-effective  amendment or  prospectus  supplement  to this
          registration statement:

                         (i) to  include  any  prospectus  required  by  Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) to reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    registration statement.  Notwithstanding the foregoing,  any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in volume  and price  represent  no more than a 20%
                    change in the maximum aggregate  offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement; and

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

               (2) that, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof;

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


                                      -3-

<PAGE>


               (4) that, for the purposes of determining any liability under the
          Securities  Act of 1933,  each filing of  Registrant's  annual  report
          pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of
          1934 that is incorporated by reference in this registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -4-


<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Denver,  State of Colorado,  on the 18 day of April,
2002.

                                       NEWMONT MINING CORPORATION

                                       By  /s/ Britt D. Banks
                                           -------------------------------------
                                       Name:  Britt D. Banks
                                       Title: Vice President, General Counsel
                                              and Secretary



          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                     <C>                                             <C>
Signature                               Title                                           Date
---------                               -----                                           ----



---------------------------
    Glen A. Barton                      Director                                        April 18, 2002

           *
---------------------------
  Vincent A. Calarco                    Director                                        April 18, 2002

           *
---------------------------
   Ronald C. Cambre                     Director                                        April 18, 2002

           *
---------------------------
  James T. Curry, Jr.                   Director                                        April 18, 2002

           *
---------------------------
  Joseph P. Flannery                    Director                                        April 18, 2002

---------------------------
  Leo I. Higdon, Jr.                    Director                                        April 18, 2002

           *
---------------------------
    M. Craig Haase                      Director                                        April 18, 2002

           *
---------------------------
   Michael S. Hamson                    Director                                        April 18, 2002

           *
---------------------------
    Pierre Lassonde                     Director                                        April 18, 2002

           *
---------------------------
   Robert J. Miller                     Director                                        April 18, 2002

           *                            Chairman of the Board and Chief
---------------------------
    Wayne W. Murdy                      Executive Officer
                                        (Principal Executive Officer)                   April 18, 2002


                                      -5-

<PAGE>


           *
---------------------------
  Robin A. Plumbridge                   Director                                        April 18, 2002

           *
---------------------------
   John B. Prescott                     Director                                        April 18, 2002

           *
---------------------------
   Moeen A. Qureshi                     Director                                        April 18, 2002

           *
---------------------------
   Michael K. Reilly                    Director                                        April 18, 2002

           *
---------------------------
   Seymour Schulich                     Director                                        April 18, 2002

           *
---------------------------
   James V. Taranik                     Director                                        April 18, 2002

  /s/ Bruce D. Hansen                   Senior Vice President and
---------------------------             Chief Financial Officer
  Bruce D. Hansen                       (Principal Financial Officer)                   April 18, 2002

  /s/  Linda K. Wheeler                 Vice President and Controller
-----------------------                 (Principal Financial Officer)                   April 18, 2002
  Linda K. Wheeler




*By /s/ Britt D. Banks
    ------------------------------------
    Britt D. Banks,
    as Attorney-in-fact

</TABLE>

                                      -6-


<PAGE>




Exhibit No.
-----------

4.1            Certificate  of  Incorporation  of  Registrant.  Incorporated  by
               reference  to  Appendix  F  to  the   Registrant's   Registration
               Statement  on Form  S-4  (File  No.  333-76506),  filed  with the
               Securities and Exchange Commission on January 10, 2002.

4.2            Certificate  of  Elimination  of  Series A  Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.2 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               common stock,  filed with the Securities and Exchange  Commission
               on February 15, 2002.

4.3            Certificate of Designations of Special Voting Stock. Incorporated
               by  reference  to Exhibit  3.3 to the  Registrant's  Registration
               Statement  on Form 8-A  (File  No.  001-31240),  relating  to the
               registration  of its common stock,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.4            Certificate  of  Designations  of  Series A Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.1 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               preferred  stock purchase  rights,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.5            Certificate of Designations of $3.25 Convertible  Preferred Stock
               of  Registrant.  Incorporated  by reference to Exhibit 3.3 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240), relating to the registration of such preferred stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

4.6            Certificate of Amendment to the Certificate of  Incorporation  of
               Registrant.  Incorporated  by  reference  to  Exhibit  3.4 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240),  relating to the  registration  of its common  stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

4.7            By-Laws of the Registrant.  Incorporated by reference to Appendix
               G to the  Registrant's  Registration  Statement on Form S-4 (File
               No. 333-76506), filed with the Securities and Exchange Commission
               on January 10, 2002.

4.8            Rights  Agreement,  dated as of February  13,  2002,  between the
               Registrant and Mellon  Investor  Services LLC (which includes the
               form of Certificate of Designations of Series B Junior  Preferred
               Stock of the Company as Exhibit A, the form of Right  Certificate
               as  Exhibit B and the  Summary  of Rights to  Purchase  Preferred
               Shares as Exhibit C). Incorporated by reference to Exhibit 4.1 to
               the  Registrant's  Registration  Statement  on Form 8-A (File No.
               001-31240),  relating to the  registration of its preferred stock
               purchase rights, filed on February 15, 2002.

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

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of PricewaterhouseCoopers LLP.

23.3           Consent of Deloitte, Touche, Tohmatsu.

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

24             Power of Attorney of certain officers and directors.



                                      -7-
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{"company-data": {"conformed-name": "NEWMONT MINING CORP /DE/", "cik": "0001164727", "assigned-sic": "1040", "irs-number": "841611629", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86534", "film-number": "02614650"}, "business-address": {"street1": "1700 LINCOLN STREET", "street2": "28TH FLOOR", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "303-863-7414"}, "mail-address": {"street1": "1700 LINCOLN STREET", "street2": "28TH FLOOR", "city": "DENVER", "state": "CO", "zip": "80203"}, "former-company": {"former-conformed-name": "DELTA HOLDCO CORP", "date-changed": "20020109"}}
As filed with the Securities and Exchange Commission on April 18, 2002

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            -------------------------
Delaware                             1700 Lincoln Street                        84-1611629
(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
    Newmont Mining Corporation of Canada Limited Employees' Stock Option Plan
                              (Full Title of Plan)

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE
==================================== ================= ==================== =================== ====================

                                                        Proposed maximum     Proposed maximum
      Title of each class of           Amount to be      offering price     aggregate offering       Amount of
    securities to be registered       registered (1)      per share (2)         price (2)        registration fee
------------------------------------ ----------------- -------------------- ------------------- ------------------------
Common Stock, $1.60 par value (and      2,551,448            $27.96            $71,338,486           $6563.14
    associated Preferred Stock
         Purchase Rights)
==================================== ================= ==================== =================== ========================

(1)  The  number of shares of Common  Stock of  Newmont  Mining  Corporation  that may be issued  upon  exercise  of the
     outstanding  options of Newmont Mining  Corporation of Canada Limited,  based upon the exercise prices in effect on
     April 16, 2002.  Pursuant to Rule 416(a) of the Securities  Act of 1933, as amended,  this  Registration  Statement
     shall be deemed also to cover an  indeterminable  number of additional  shares that may become issuable pursuant to
     the anti-dilution provisions applicable to the options.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in accordance with Rules 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 April 16, 2002.

========================================================================================================================
EXPLANATORY NOTE

          The Corporation has prepared this Registration Statement in accordance
with the requirements of Form S-8 under the Securities Act, to register
2,551,448 shares of common stock, $1.60 par value per share, of the Corporation
(the "Common Stock") that may be issued from time to time upon exercise of
outstanding options under the Newmont Mining Corporation of Canada Limited
Employees' Stock Option Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          On February 15, 2002, Delta Acquisitionco Corp., at the time a direct
wholly owned subsidiary of Delta Holdco Corp. ("Holdco") and an indirect wholly
owned subsidiary of Newmont Mining Corporation ("Old Newmont"), was merged into
Old Newmont (the "Reorganization"), with Old Newmont being the surviving
corporation. As a result of the Reorganization, Old Newmont became a wholly
owned subsidiary of Holdco. In connection with the Reorganization, Holdco
changed its name to "Newmont Mining Corporation" and Old Newmont changed its
name to "Newmont USA Limited". Pursuant to the Reorganization, shares of Old
Newmont common stock were exchanged for shares of common stock of Holdco.
References herein to documents filed by the "Corporation" prior to February 15,
2002 shall mean documents filed by Old Newmont. All other references herein to
the "Corporation" or to the "Registrant" shall mean Holdco.

          On February 16, 2002, the Corporation acquired Franco-Nevada Mining
Corporation Limited ("Franco-Nevada"), the name of which has now been changed to
Newmont Mining Corporation of Canada Limited. Pursuant to the acquisition,
options to purchase shares of Franco-Nevada issued pursuant to the Franco-Nevada
Employees' Stock Option Plan (now called the Newmont Mining Corporation of
Canada Limited Employees' Stock Option Plan) are exercisable for shares of
common stock of the Corporation.

          The Corporation hereby incorporates by reference into this
Registration Statement the following documents filed with the Securities and
Exchange Commission:

          o    The Corporation's Annual Report on Form 10-K for the year ended
               December 31, 2001.

          o    The Corporation's Current Reports on Form 8-K filed on January
               17, 2002 , February 7, 2002, March 1, 2002 (as amended by a
               Current Report on Form 8-K/A filed on April 16, 2002), April 3,
               2002 and April 16, 2002.

          o    The description of the Common Stock contained in the
               Corporation's registration statement on Form 8-A for its Common
               Stock filed under the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), including any amendment or report filed for
               the purpose of updating such description.

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

Item 4.  Description of Securities.

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.
Article Tenth of the Corporation's Certificate of Incorporation
provides that the directors of the Corporation shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the General Corporation Law of the State of Delaware as from time to time
in effect.

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

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

Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Documents

4.1            Certificate  of  Incorporation  of  Registrant.  Incorporated  by
               reference  to  Appendix  F  to  the   Registrant's   Registration
               Statement  on Form  S-4  (File  No.  333-76506),  filed  with the
               Securities and Exchange Commission on January 10, 2002.

4.2            Certificate  of  Elimination  of  Series A  Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.2 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               common stock,  filed with the Securities and Exchange  Commission
               on February 15, 2002.

4.3            Certificate of Designations of Special Voting Stock. Incorporated
               by  reference  to Exhibit  3.3 to the  Registrant's  Registration
               Statement  on Form 8-A  (File  No.  001-31240),  relating  to the
               registration  of its common stock,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.4            Certificate  of  Designations  of  Series A Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.1 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               preferred  stock purchase  rights,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.5            Certificate of Designations of $3.25 Convertible  Preferred Stock
               of  Registrant.  Incorporated  by reference to Exhibit 3.3 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240), relating to the registration of such preferred stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

4.6            Certificate of Amendment to the Certificate of  Incorporation  of
               Registrant.  Incorporated  by  reference  to  Exhibit  3.4 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240),  relating to the  registration  of its common  stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

                                      -2-
4.7            By-Laws of the Registrant.  Incorporated by reference to Appendix
               G to the  Registrant's  Registration  Statement on Form S-4 (File
               No. 333-76506), filed with the Securities and Exchange Commission
               on January 10, 2002.

4.8            Rights  Agreement,  dated as of February  13,  2002,  between the
               Registrant and Mellon  Investor  Services LLC (which includes the
               form of Certificate of Designations of Series B Junior  Preferred
               Stock of the Company as Exhibit A, the form of Right  Certificate
               as  Exhibit B and the  Summary  of Rights to  Purchase  Preferred
               Shares as Exhibit C). Incorporated by reference to Exhibit 4.1 to
               the  Registrant's  Registration  Statement  on Form 8-A (File No.
               001-31240),  relating to the  registration of its preferred stock
               purchase rights, filed on February 15, 2002.

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

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of PricewaterhouseCoopers LLP.

23.3           Consent of Deloitte, Touche, Tohmatsu.

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

24             Power of Attorney of certain officers and directors.

Item 9.  Undertakings.

               The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
          made, a  post-effective  amendment or  prospectus  supplement  to this
          registration statement:

                         (i) to  include  any  prospectus  required  by  Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) to reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    registration statement.  Notwithstanding the foregoing,  any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in volume  and price  represent  no more than a 20%
                    change in the maximum aggregate  offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement; and

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

               (2) that, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof;

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

                                      -3-
(4) that, for the purposes of determining any liability under the
          Securities  Act of 1933,  each filing of  Registrant's  annual  report
          pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of
          1934 that is incorporated by reference in this registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Denver,  State of Colorado,  on the 18 day of April,
2002.

                                       NEWMONT MINING CORPORATION

                                       By  /s/ Britt D. Banks
                                           -------------------------------------
                                       Name:  Britt D. Banks
                                       Title: Vice President, General Counsel
                                              and Secretary

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                               Title                                           Date
---------                               -----                                           ----

---------------------------
    Glen A. Barton                      Director                                        April 18, 2002

           *
---------------------------
  Vincent A. Calarco                    Director                                        April 18, 2002

           *
---------------------------
   Ronald C. Cambre                     Director                                        April 18, 2002

           *
---------------------------
  James T. Curry, Jr.                   Director                                        April 18, 2002

           *
---------------------------
  Joseph P. Flannery                    Director                                        April 18, 2002

---------------------------
  Leo I. Higdon, Jr.                    Director                                        April 18, 2002

           *
---------------------------
    M. Craig Haase                      Director                                        April 18, 2002

           *
---------------------------
   Michael S. Hamson                    Director                                        April 18, 2002

           *
---------------------------
    Pierre Lassonde                     Director                                        April 18, 2002

           *
---------------------------
   Robert J. Miller                     Director                                        April 18, 2002

           *                            Chairman of the Board and Chief
---------------------------
    Wayne W. Murdy                      Executive Officer
                                        (Principal Executive Officer)                   April 18, 2002

                                      -5-
*
---------------------------
  Robin A. Plumbridge                   Director                                        April 18, 2002

           *
---------------------------
   John B. Prescott                     Director                                        April 18, 2002

           *
---------------------------
   Moeen A. Qureshi                     Director                                        April 18, 2002

           *
---------------------------
   Michael K. Reilly                    Director                                        April 18, 2002

           *
---------------------------
   Seymour Schulich                     Director                                        April 18, 2002

           *
---------------------------
   James V. Taranik                     Director                                        April 18, 2002

  /s/ Bruce D. Hansen                   Senior Vice President and
---------------------------             Chief Financial Officer
  Bruce D. Hansen                       (Principal Financial Officer)                   April 18, 2002

  /s/  Linda K. Wheeler                 Vice President and Controller
-----------------------                 (Principal Financial Officer)                   April 18, 2002
  Linda K. Wheeler

*By /s/ Britt D. Banks
    ------------------------------------
    Britt D. Banks,
    as Attorney-in-fact
-6-
Exhibit No.
-----------

4.1            Certificate  of  Incorporation  of  Registrant.  Incorporated  by
               reference  to  Appendix  F  to  the   Registrant's   Registration
               Statement  on Form  S-4  (File  No.  333-76506),  filed  with the
               Securities and Exchange Commission on January 10, 2002.

4.2            Certificate  of  Elimination  of  Series A  Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.2 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               common stock,  filed with the Securities and Exchange  Commission
               on February 15, 2002.

4.3            Certificate of Designations of Special Voting Stock. Incorporated
               by  reference  to Exhibit  3.3 to the  Registrant's  Registration
               Statement  on Form 8-A  (File  No.  001-31240),  relating  to the
               registration  of its common stock,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.4            Certificate  of  Designations  of  Series A Junior  Participating
               Preferred  Stock of  Registrant.  Incorporated  by  reference  to
               Exhibit 3.1 to the  Registrant's  Registration  Statement on Form
               8-A (File No.  001-31240),  relating to the  registration  of its
               preferred  stock purchase  rights,  filed with the Securities and
               Exchange Commission on February 15, 2002.

4.5            Certificate of Designations of $3.25 Convertible  Preferred Stock
               of  Registrant.  Incorporated  by reference to Exhibit 3.3 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240), relating to the registration of such preferred stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

4.6            Certificate of Amendment to the Certificate of  Incorporation  of
               Registrant.  Incorporated  by  reference  to  Exhibit  3.4 to the
               Registrant's   Registration  Statement  on  Form  8-A  (File  No.
               001-31240),  relating to the  registration  of its common  stock,
               filed with the Securities and Exchange Commission on February 15,
               2002.

4.7            By-Laws of the Registrant.  Incorporated by reference to Appendix
               G to the  Registrant's  Registration  Statement on Form S-4 (File
               No. 333-76506), filed with the Securities and Exchange Commission
               on January 10, 2002.

4.8            Rights  Agreement,  dated as of February  13,  2002,  between the
               Registrant and Mellon  Investor  Services LLC (which includes the
               form of Certificate of Designations of Series B Junior  Preferred
               Stock of the Company as Exhibit A, the form of Right  Certificate
               as  Exhibit B and the  Summary  of Rights to  Purchase  Preferred
               Shares as Exhibit C). Incorporated by reference to Exhibit 4.1 to
               the  Registrant's  Registration  Statement  on Form 8-A (File No.
               001-31240),  relating to the  registration of its preferred stock
               purchase rights, filed on February 15, 2002.

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

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of PricewaterhouseCoopers LLP.

23.3           Consent of Deloitte, Touche, Tohmatsu.

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

24             Power of Attorney of certain officers and directors.

                                      -7-