As filed with the Securities and Exchange Commission on May 21, 1996

                                            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>
<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
                           1996 EMPLOYEES STOCK 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
<PAGE>
<TABLE>
                                                   CALCULATION OF REGISTRATION FEE


 <CAPTION>
                                                     Proposed maximum    Proposed maximum
      Title of each class of        Amount to be      offering price        aggregate             Amount of
   securities to be registered        registered      per share <F1>         offering        registration fee
                                                                             price<F1>

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

     Common Stock, $1.60 par          3,000,000           58.56            175,680,000           60,579.31
           value......
<FN>
<F1> 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 May 17, 1996. 
</TABLE>
 
                                    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, 1995,
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and the
description of the Company's Common Stock contained in the Company's
registration statement for such Common Stock filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description. All documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregister
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.  


ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes and
empowers the 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
<PAGE>
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.

          Not applicable.


ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION OF DOCUMENTS


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

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

 5.       Opinion of White & Case, counsel to the Registrant, dated May 20,
          1996 with respect to the legality of the Common Stock being
          registered.

 23.1     Consent of Arthur Andersen LLP.

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

 24       Power of Attorney of certain officers and directors.

 99       Newmont Mining Corporation 1996 Employees Stock 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:
<PAGE>
              (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 regis-
          tration 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.
<PAGE>
                                  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 21ST DAY OF MAY, 1996.

                              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                                   May 21, 1996



         *              
 J.P. Bolduc                             Director                                   May 21, 1996


        *                                Chairman, President, Chief Executive
 Ronald C. Cambre                        Officer and Director (Principal
                                         Executive Officer)                         May 21, 1996



        *              
 Joseph P. Flannery                      Director                                   May 21, 1996



        *              
 Thomas A. Holmes                        Director                                   May 21, 1996

  

        *              
 Robin A. Plumbridge                     Director                                   May 21, 1996


         *              
 Moeen A. Qureshi                        Director                                   May 21, 1996
<PAGE>


         *              
 Michael K. Reilly                       Director                                   May 21, 1996



         *              
 William I.M. Turner, Jr.                Director
                                                                                    May 21, 1996


         *                               Senior Vice President and Chief
 Wayne W. Murdy                          Financial Officer (Principal Financial
                                         Officer)                                   May 21, 1996



         *                               Vice President and Controller (Principal
 Gary E. Farmar                          Accounting Officer)                        May 21, 1996



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


                                 EXHIBIT INDEX



Exhibit No.

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

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

5         Opinion of White & Case, counsel to the Registrant, dated May 20,
          1996 with respect to the legality of the Common Stock being
          registered

23.1      Consent of Arthur Andersen LLP

23.2      Consent of White & Case (included in Exhibit 5 to the Registration
          Statement)

24        Power of Attorney of certain officers and directors

99        Newmont Mining Corporation 1996 Employees Stock Plan
<PAGE>
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{"company-data": {"conformed-name": "NEWMONT MINING CORP", "cik": "0000071824", "assigned-sic": "1040", "irs-number": "131806811", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04161", "film-number": "96570476"}, "business-address": {"street1": "ONE UNITED BANK CTR", "street2": "1700 LINCOLN ST", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038637414"}}
As filed with the Securities and Exchange Commission on May 21, 1996

                                            Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                      

                          NEWMONT MINING CORPORATION
            (Exact name of Registrant as specified in its charter)
DELAWARE                                                    1700 LINCOLN STREET                             13-1806811
(State or other 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
                           1996 EMPLOYEES STOCK 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
      Title of each class of        Amount to be      offering price        aggregate             Amount of
   securities to be registered        registered      per share
offering        registration fee
                                                                             price
Common Stock, $1.60 par          3,000,000           58.56            175,680,000           60,579.31
           value......
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 May 17, 1996.
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, 1995,
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and the
description of the Company's Common Stock contained in the Company's
registration statement for such Common Stock filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description. All documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregister
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.  

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes and
empowers the 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.

          Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION OF DOCUMENTS

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

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

 5.       Opinion of White & Case, counsel to the Registrant, dated May 20,
          1996 with respect to the legality of the Common Stock being
          registered.

 23.1     Consent of Arthur Andersen LLP.

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

 24       Power of Attorney of certain officers and directors.

 99       Newmont Mining Corporation 1996 Employees Stock 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 regis-
          tration 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 21ST DAY OF MAY, 1996.

                              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                                   May 21, 1996

         *              
 J.P. Bolduc                             Director                                   May 21, 1996

        *                                Chairman, President, Chief Executive
 Ronald C. Cambre                        Officer and Director (Principal
                                         Executive Officer)                         May 21, 1996

        *              
 Joseph P. Flannery                      Director                                   May 21, 1996

        *              
 Thomas A. Holmes                        Director                                   May 21, 1996

  

        *              
 Robin A. Plumbridge                     Director                                   May 21, 1996

         *              
 Moeen A. Qureshi                        Director                                   May 21, 1996
*              
 Michael K. Reilly                       Director                                   May 21, 1996

         *              
 William I.M. Turner, Jr.                Director
                                                                                    May 21, 1996

         *                               Senior Vice President and Chief
 Wayne W. Murdy                          Financial Officer (Principal Financial
                                         Officer)                                   May 21, 1996

         *                               Vice President and Controller (Principal
 Gary E. Farmar                          Accounting Officer)                        May 21, 1996

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

Exhibit No.

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

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

5         Opinion of White & Case, counsel to the Registrant, dated May 20,
          1996 with respect to the legality of the Common Stock being
          registered

23.1      Consent of Arthur Andersen LLP

23.2      Consent of White & Case (included in Exhibit 5 to the Registration
          Statement)

24        Power of Attorney of certain officers and directors

99        Newmont Mining Corporation 1996 Employees Stock Plan