As filed with the Securities and Exchange Commission on April 25, 1994

                                                   Registration No. 33-   
   <TABLE>

                                                        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)
     <C>                                                  <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)

                                                                December 18, 1992
                                                               Letter of Employment
                                                               (Full Title of Plan)
<PAGE>

                                                             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
     </TABLE>

                         CALCULATION OF REGISTRATION FEE
   <TABLE>


               <CAPTION>


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

      <S>                          <C>                      <C>                      <C>                 <C>
      Common Stock, $1.60          74,886                   $49.9375                 $3,739,619.63       $1,289.52
      par value . . . . . . . .

     (1)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and 457(c) under the
          Securities Act of 1933, based upon the average of the high and low prices of the Common Stock as reported on the New York
          Stock Exchange, Inc. on April 18, 1994. 
     </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 held by the Selling Stockholder named in the prospectus which
   shares were or will be acquired by the Selling Stockholder upon the
   exercise by the Selling Stockholder of an option granted under a letter of
   employment between Newmont Mining Corporation and the Selling Stockholder
   dated December 18, 1992.  The Registrant satisfies the registrant
   requirements for use of Form S-3.
<PAGE>

                            Newmont Mining Corporation
                                 74,886 Shares of
                                   Common Stock
                                ($1.60 par value)

             This Prospectus relates to 74,886 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 selling stockholder named herein (the "Selling
   Stockholder").  The Shares have been or may be acquired by the Selling
   Stockholder from the Company in a transaction not involving a public
   offering within the meaning of Section 4(2) of the Securities Act of 1933,
   as amended (the "Securities Act"), upon the exercise of a stock option (the
   "Option") previously issued by the Company to the Selling Stockholder.  The
   Selling Stockholder is an officer of the Company and may be deemed an
   affiliate of the Company (as defined in Rule 405 of the Securities Act). 
   See "Selling Stockholder."  The Company will not receive any proceeds from
   the sale of the Shares by the Selling Stockholder, although the Company
   will receive the exercise price payable upon any exercise of the Option
   under which the Shares are acquired by the Selling Stockholder. 

             The Shares may be sold from time to time to purchasers directly
   by the Selling Stockholder.  Alternatively, the Selling Stockholder 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
   the 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 the 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 the Selling Stockholder will be payable by the Selling
   Stockholder.  See "Plan of Distribution."  

             The Selling Stockholder and any dealer participating in the
   distribution of any Shares or any broker executing selling orders on behalf
   of the Selling Stockholder 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 Stockholder 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 April 18, 1994 was $49.25 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.
<PAGE>

                  The date of this Prospectus is April 25, 1994



                                TABLE OF CONTENTS
   <TABLE>

                 <CAPTION>
                                                                                                                   Page
                 <S>                                                                                                <C>
                 Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2

                 Information Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2

                 The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

                 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

                 Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

                 Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4

                 Certain Tax Considerations as a
                 Real Property Holding Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13

                 Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14

                 Validity of Common Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       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 Stockholder.  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
<PAGE>

   Exchange, Inc., 20 Broad Street, New York, New York 10005 on which exchange
   the common stock of the Company 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, 1993 which has 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 89.22% of the common
   stock, 100% of the preferred stock and an option to purchase additional
   shares of the common stock of NGC.

             NGC is the Company's sole subsidiary or interest.  Based on 1993
   production as set forth in published reports, NGC is the largest producer
   of gold from North American operations.  NGC produces gold on the Carlin
   Trend in Nevada.  NGC also produces gold through a 38% owned joint venture
   in Peru, which commenced operations in August 1993.  NGC additionally has a
   50% owned joint venture in Uzbekistan and an 80% owned joint venture in
   Indonesia, both of which are scheduled to commence gold production in 1995. 
   NGC also owns 100% of Newmont Exploration Limited ("NEL"), which, together
   with various other affiliates, explores worldwide for gold.  Management
<PAGE>

   believes that NGC's 1994 exploration and development budget is one of the
   largest in the minerals industry based on published information. 

             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 Stockholder.  However, the Company will receive
   the exercise price payable upon any exercise of the Option under which the
   Shares are acquired by the Selling Stockholder. 


                               SELLING STOCKHOLDER

             The Selling Stockholder, Wayne W. Murdy, has been the Senior Vice
   President and Chief Financial Officer of the Company and NGC since December
   31, 1992.  The 74,886 Shares which may be offered from time to time
   pursuant hereto by the Selling Stockholder represent shares of Common Stock
   that have been or may be acquired by the Selling Stockholder upon the
   exercise of the Option.  The Option was granted to him by the Company on
   December 31, 1992, pursuant to the terms of a letter of employment dated
   December 18, 1992, in "transactions not involving any public offering"
   within the meaning of Section 4(2) of the Securities Act.  All of the share
   and price 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").

             The Selling Stockholder currently owns 6,962 shares of Common
   Stock of the Company (6,115 of which were issued upon partial exercise of
   the Option) and holds options to acquire additional shares of Common Stock
   (including the Option) as described below.

             Under the Option, the Selling Stockholder had the right to
   purchase, subject to the vesting requirements described below, 74,886
   shares of Common Stock at a purchase price of $29.55 per share, subject to
   adjustment as provided in the Option, provided that such right can only be
   exercised if the price of the Common Stock is at least $36.94.  The right
   to purchase 14,977 shares of Common Stock under the Option vested on
   April 28, 1993 and the right to purchase an additional 14,977 shares will
   vest on each April 28 thereafter until April 28, 1997, on which date the
   right to purchase an additional 14,978 shares will vest.  As of April 21,
   1994, (i) a total of 6,115 shares of Common Stock have been acquired by the
   Selling Stockholder as a result of the partial exercise of the Option,
   which shares are still held by the Selling Stockholder and (ii) a total of
   68,771 shares of Common Stock remain to be issued upon exercise of the
   Option.

             In addition to the Option, the Selling Stockholder was granted an
   option under the Company's 1992 Key Employee Stock Plan.  Under this
   option, the Selling Stockholder had the right to purchase, subject to the
   vesting requirements described below, 74,886 shares of the Company's Common
   Stock, of which the right to purchase 14,977 shares (at an exercise price
   of $40.07) vested on June 23, 1993 and the right with respect to an
   additional 14,977 shares (at an exercise price ranging from $44.07 to
   $56.09, depending on the date of vesting) will vest on each June 23
   thereafter until June 23, 1997, on which date the right to purchase an
   additional 14,978 shares will vest.  As a result of a partial exercise of
   this option, 66,026 shares of the Company's Common Stock remain issuable
<PAGE>

   upon exercise of this option, subject to the vesting requirements described
   above.

             The Selling Stockholder beneficially owns no other shares of
   Common Stock of the Company except as described in the preceding
   paragraphs.  Subsequent to the sale of the Shares offered hereby, the
   Selling Shareholder will own any shares of Common Stock issued to him upon
   exercise of the option described in the preceding paragraph that have not
   been sold by him and the Selling Stockholder will have the right to acquire
   additional shares of Common Stock under such option to the extent such
   right has not already been exercised and subject to the vesting provisions
   described above.


                           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 March 24, 1994 and 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 March 24, 1994, and
   120,000,000 shares of Common Stock, par value $1.60 per share, of which
   85,848,405 (adjusted to give effect to the 1.2481 shares to 1 share stock
   split payable on April 21, 1994 to stockholders of record on March 31,
   1994) were issued and outstanding as of March 24, 1994 and are fully paid
   and non-assessable.  Holders of the Company's capital stock have no
   preemptive rights.


                           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 Registration Statement of which this Prospectus forms
   a part.
   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 
<PAGE>

             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
<PAGE>

   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
<PAGE>

   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 trans-
   ferred, 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.
<PAGE>

             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 filed as exhibits to
   the Registration Statement of which this Prospectus forms a part.

   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
   providings 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.

             The Preferred Stock offered hereby shall have the dividend,
   liquidation, redemption, conversion and voting rights set forth below
   unless otherwise provided in the Prospectus Supplement relating to a parti-
   cular series of the Preferred Stock.  Reference is made to the Prospectus
   Supplement relating to the particular series of the Preferred Stock offered
   thereby for specific terms, including:  (i) the title and stated value per
   share of such Preferred Stock and the number of shares offered; (ii) the
   price at which such Preferred Stock will be issued; (iii) the dividend rate
   (or method of calculation), the dates on which dividends shall be payable,
   whether such dividends shall be cumulative or noncumulative and, if
   cumulative, the dates from which dividends shall commence to cumulate; (iv)
   any redemption or sinking fund provisions of such Preferred Stock; (v) whe-
   ther or not such Preferred Stock will be convertible into shares of Common
   Stock of the Company and, if so, the terms thereof; and (vi) any additional
   dividend, liquidation, redemption, sinking fund and other rights,
   preferences, privileges, limitations and restrictions of such Preferred
   Stock.

             The Preferred Stock will, when issued, be fully paid and
   nonassessable.  The Preferred Stock will rank senior with respect to the
<PAGE>

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


   $5.50 Convertible Preferred Stock

             General.  As of March 24, 1994, a total of 2,875,000 shares of
   the $5.50 Convertible Preferred Stock were issued and outstanding.  All of
   the outstanding shares of $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 par-
   ity with respect to the payment of dividends and the distribution of assets
   upon liquidation with any other series of Preferred Stock Junior Preferred
   Shares and any series of Preferred Stock which by its terms is expressly
   made junior to the Preferred Stock offered hereby.

             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 Decem-
   ber 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 stockholders $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, dissolution 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 Designation 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 Designation, into (except, in certain events, as otherwise provided in
   the Certificate of Designation) 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
<PAGE>

   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 March 24, 1994, 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
<PAGE>

   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
<PAGE>

   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 Stockholder.  Alternatively, the Selling Stockholder 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 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 the Selling
   Stockholder and/or the purchasers of such Shares for whom they may act as
<PAGE>

   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 Stockholder will be payable by
   the Selling Stockholder.

             The Selling Stockholder and any dealer participating in the
   distribution of any Shares or any broker executing selling orders on behalf
   of the Selling Stockholder 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 Stockholder 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.


                             VALIDITY OF COMMON STOCK

             The validity of the Shares of Common Stock will be passed upon
   for the Company by White & Case, 1155 Avenue of the Americas, New York, New
   York.


                                     EXPERTS

             The audited consolidated financial statements and schedules
   incorporated by reference in this Prospectus have been audited by Arthur
   Andersen & Co., 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,
   1993.  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.
<PAGE>

             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 have been or will be issued to the
   Selling Stockholder (who is a Senior Vice President and Chief Financial
   Officer of the Company) upon the exercise of the Option, in private
   placement transactions "not involving any public offering" within the
   meaning of Section 4(2) of the Securities Act.  Accordingly, the issuance
   of the Shares to the Selling Stockholder is 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

    5     -  Opinion of White & Case.

   23.1   -  Consent of Arthur Andersen & Co.

   23.2   -  Consent of White & Case (included in Exhibit 5).

   24     -  Power of Attorney of certain officers and directors.


   Item 9.  Undertakings.
<PAGE>

             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 con-
   trolling 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
<PAGE>

   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 22nd day of April, 1994.


                                 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                              April 22, 1994

                          *                             
                 J.P. Bolduc                            Director                              April 22, 1994

                          *                             
                 Ronald C. Cambre                       Chief Executive Officer and Vice      April 22, 1994
                                                        Chairman and Director (Principal
                                                        Executive Officer)

                          *                             
                 Joseph P. Flannery                     Director                              April 22, 1994

                          *                             
                 Thomas A. Holmes                       Director                              April 22, 1994

                          *                             
                 Gordon R. Parker                       Chairman and Director                 April 22, 1994

                          *                             
                 T. Peter Philip                        President and Chief Operating         April 22, 1994
                                                        Officer and Director

                          *                             
                 Robin A. Plumbridge                    Director                              April 22, 1994

                          *                             
                 William I.M. Turner, Jr.               Director                              April 22, 1994
<PAGE>

                          *                             
                 Wayne W. Murdy                         Senior Vice President and Chief       April 22, 1994
                                                        Financial Officer (Principal
                                                        Financial Officer)

                          *                             
                 Gary E. Farmar                         Vice President and Controller         April 22, 1994
                                                        (Principal Accounting Officer)


                          *By /s/ Timothy J. Schmitt
                             Timothy J. Schmitt as 
                             Attorney-in-fact
                 </TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 73728}]
{"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": "033-53267", "film-number": "94524220"}, "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 April 25, 1994

                                                   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)

                                                                December 18, 1992
                                                               Letter of Employment
                                                               (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
Title of each                                                           Proposed maximum
               class of                                        Proposed maximum          aggregate
             securities to              Amount to be            offering price           offering             Amount of
             be registered               registered              per share (1)           price (1)        registration fee
Common Stock, $1.60          74,886                   $49.9375                 $3,739,619.63       $1,289.52
      par value . . . . . . . .

     (1)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and 457(c) under the
          Securities Act of 1933, based upon the average of the high and low prices of the Common Stock as reported on the New York
          Stock Exchange, Inc. on April 18, 1994.
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 held by the Selling Stockholder named in the prospectus which
   shares were or will be acquired by the Selling Stockholder upon the
   exercise by the Selling Stockholder of an option granted under a letter of
   employment between Newmont Mining Corporation and the Selling Stockholder
   dated December 18, 1992.  The Registrant satisfies the registrant
   requirements for use of Form S-3.
Newmont Mining Corporation
                                 74,886 Shares of
                                   Common Stock
                                ($1.60 par value)

             This Prospectus relates to 74,886 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 selling stockholder named herein (the "Selling
   Stockholder").  The Shares have been or may be acquired by the Selling
   Stockholder from the Company in a transaction not involving a public
   offering within the meaning of Section 4(2) of the Securities Act of 1933,
   as amended (the "Securities Act"), upon the exercise of a stock option (the
   "Option") previously issued by the Company to the Selling Stockholder.  The
   Selling Stockholder is an officer of the Company and may be deemed an
   affiliate of the Company (as defined in Rule 405 of the Securities Act). 
   See "Selling Stockholder."  The Company will not receive any proceeds from
   the sale of the Shares by the Selling Stockholder, although the Company
   will receive the exercise price payable upon any exercise of the Option
   under which the Shares are acquired by the Selling Stockholder. 

             The Shares may be sold from time to time to purchasers directly
   by the Selling Stockholder.  Alternatively, the Selling Stockholder 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
   the 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 the 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 the Selling Stockholder will be payable by the Selling
   Stockholder.  See "Plan of Distribution."  

             The Selling Stockholder and any dealer participating in the
   distribution of any Shares or any broker executing selling orders on behalf
   of the Selling Stockholder 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 Stockholder 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 April 18, 1994 was $49.25 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 April 25, 1994

                                TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2

                 Information Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2

                 The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

                 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

                 Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

                 Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4

                 Certain Tax Considerations as a
                 Real Property Holding Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13

                 Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14

                 Validity of Common Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       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 Stockholder.  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 of the Company 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, 1993 which has 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 89.22% of the common
   stock, 100% of the preferred stock and an option to purchase additional
   shares of the common stock of NGC.

             NGC is the Company's sole subsidiary or interest.  Based on 1993
   production as set forth in published reports, NGC is the largest producer
   of gold from North American operations.  NGC produces gold on the Carlin
   Trend in Nevada.  NGC also produces gold through a 38% owned joint venture
   in Peru, which commenced operations in August 1993.  NGC additionally has a
   50% owned joint venture in Uzbekistan and an 80% owned joint venture in
   Indonesia, both of which are scheduled to commence gold production in 1995. 
   NGC also owns 100% of Newmont Exploration Limited ("NEL"), which, together
   with various other affiliates, explores worldwide for gold.  Management
believes that NGC's 1994 exploration and development budget is one of the
   largest in the minerals industry based on published information. 

             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 Stockholder.  However, the Company will receive
   the exercise price payable upon any exercise of the Option under which the
   Shares are acquired by the Selling Stockholder. 

                               SELLING STOCKHOLDER

             The Selling Stockholder, Wayne W. Murdy, has been the Senior Vice
   President and Chief Financial Officer of the Company and NGC since December
   31, 1992.  The 74,886 Shares which may be offered from time to time
   pursuant hereto by the Selling Stockholder represent shares of Common Stock
   that have been or may be acquired by the Selling Stockholder upon the
   exercise of the Option.  The Option was granted to him by the Company on
   December 31, 1992, pursuant to the terms of a letter of employment dated
   December 18, 1992, in "transactions not involving any public offering"
   within the meaning of Section 4(2) of the Securities Act.  All of the share
   and price 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").

             The Selling Stockholder currently owns 6,962 shares of Common
   Stock of the Company (6,115 of which were issued upon partial exercise of
   the Option) and holds options to acquire additional shares of Common Stock
   (including the Option) as described below.

             Under the Option, the Selling Stockholder had the right to
   purchase, subject to the vesting requirements described below, 74,886
   shares of Common Stock at a purchase price of $29.55 per share, subject to
   adjustment as provided in the Option, provided that such right can only be
   exercised if the price of the Common Stock is at least $36.94.  The right
   to purchase 14,977 shares of Common Stock under the Option vested on
   April 28, 1993 and the right to purchase an additional 14,977 shares will
   vest on each April 28 thereafter until April 28, 1997, on which date the
   right to purchase an additional 14,978 shares will vest.  As of April 21,
   1994, (i) a total of 6,115 shares of Common Stock have been acquired by the
   Selling Stockholder as a result of the partial exercise of the Option,
   which shares are still held by the Selling Stockholder and (ii) a total of
   68,771 shares of Common Stock remain to be issued upon exercise of the
   Option.

             In addition to the Option, the Selling Stockholder was granted an
   option under the Company's 1992 Key Employee Stock Plan.  Under this
   option, the Selling Stockholder had the right to purchase, subject to the
   vesting requirements described below, 74,886 shares of the Company's Common
   Stock, of which the right to purchase 14,977 shares (at an exercise price
   of $40.07) vested on June 23, 1993 and the right with respect to an
   additional 14,977 shares (at an exercise price ranging from $44.07 to
   $56.09, depending on the date of vesting) will vest on each June 23
   thereafter until June 23, 1997, on which date the right to purchase an
   additional 14,978 shares will vest.  As a result of a partial exercise of
   this option, 66,026 shares of the Company's Common Stock remain issuable
upon exercise of this option, subject to the vesting requirements described
   above.

             The Selling Stockholder beneficially owns no other shares of
   Common Stock of the Company except as described in the preceding
   paragraphs.  Subsequent to the sale of the Shares offered hereby, the
   Selling Shareholder will own any shares of Common Stock issued to him upon
   exercise of the option described in the preceding paragraph that have not
   been sold by him and the Selling Stockholder will have the right to acquire
   additional shares of Common Stock under such option to the extent such
   right has not already been exercised and subject to the vesting provisions
   described above.

                           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 March 24, 1994 and 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 March 24, 1994, and
   120,000,000 shares of Common Stock, par value $1.60 per share, of which
   85,848,405 (adjusted to give effect to the 1.2481 shares to 1 share stock
   split payable on April 21, 1994 to stockholders of record on March 31,
   1994) were issued and outstanding as of March 24, 1994 and are fully paid
   and non-assessable.  Holders of the Company's capital stock have no
   preemptive rights.

                           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 Registration Statement of which this Prospectus forms
   a part.
   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 trans-
   ferred, 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 filed as exhibits to
   the Registration Statement of which this Prospectus forms a part.

   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
   providings 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.

             The Preferred Stock offered hereby shall have the dividend,
   liquidation, redemption, conversion and voting rights set forth below
   unless otherwise provided in the Prospectus Supplement relating to a parti-
   cular series of the Preferred Stock.  Reference is made to the Prospectus
   Supplement relating to the particular series of the Preferred Stock offered
   thereby for specific terms, including:  (i) the title and stated value per
   share of such Preferred Stock and the number of shares offered; (ii) the
   price at which such Preferred Stock will be issued; (iii) the dividend rate
   (or method of calculation), the dates on which dividends shall be payable,
   whether such dividends shall be cumulative or noncumulative and, if
   cumulative, the dates from which dividends shall commence to cumulate; (iv)
   any redemption or sinking fund provisions of such Preferred Stock; (v) whe-
   ther or not such Preferred Stock will be convertible into shares of Common
   Stock of the Company and, if so, the terms thereof; and (vi) any additional
   dividend, liquidation, redemption, sinking fund and other rights,
   preferences, privileges, limitations and restrictions of such Preferred
   Stock.

             The Preferred Stock will, when issued, be fully paid and
   nonassessable.  The Preferred Stock will rank 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 Preferred Stock.  Each series of
   Preferred Stock offered hereby will rank on a parity with respect to the
   payment of dividends and the distribution of assets upon liquidation with
   the $5.50 Convertible Preferred Stock and any other outstanding series of
   Preferred Stock, Junior Preferred Shares and any series of Preferred Stock
   which by its terms is expressly made junior to the Preferred Stock offered
   hereby.

   $5.50 Convertible Preferred Stock

             General.  As of March 24, 1994, a total of 2,875,000 shares of
   the $5.50 Convertible Preferred Stock were issued and outstanding.  All of
   the outstanding shares of $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 par-
   ity with respect to the payment of dividends and the distribution of assets
   upon liquidation with any other series of Preferred Stock Junior Preferred
   Shares and any series of Preferred Stock which by its terms is expressly
   made junior to the Preferred Stock offered hereby.

             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 Decem-
   ber 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 stockholders $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, dissolution 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 Designation 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 Designation, into (except, in certain events, as otherwise provided in
   the Certificate of Designation) 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 March 24, 1994, 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 Stockholder.  Alternatively, the Selling Stockholder 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 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 the Selling
   Stockholder 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 Stockholder will be payable by
   the Selling Stockholder.

             The Selling Stockholder and any dealer participating in the
   distribution of any Shares or any broker executing selling orders on behalf
   of the Selling Stockholder 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 Stockholder 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.

                             VALIDITY OF COMMON STOCK

             The validity of the Shares of Common Stock will be passed upon
   for the Company by White & Case, 1155 Avenue of the Americas, New York, New
   York.

                                     EXPERTS

             The audited consolidated financial statements and schedules
   incorporated by reference in this Prospectus have been audited by Arthur
   Andersen & Co., 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,
   1993.  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.

             The Shares offered hereby have been or will be issued to the
   Selling Stockholder (who is a Senior Vice President and Chief Financial
   Officer of the Company) upon the exercise of the Option, in private
   placement transactions "not involving any public offering" within the
   meaning of Section 4(2) of the Securities Act.  Accordingly, the issuance
   of the Shares to the Selling Stockholder is 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

    5     -  Opinion of White & Case.

   23.1   -  Consent of Arthur Andersen & Co.

   23.2   -  Consent of White & Case (included in Exhibit 5).

   24     -  Power of Attorney of certain officers and directors.

   Item 9.  Undertakings.
The undersigned Registrant hereby undertakes:

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

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

                 (ii)  to reflect in the prospectus any facts or events
             arising after the effective date of the registration statement
             (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental change
             in the information set forth in the registration statement; 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 con-
   trolling 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 22nd day of April, 1994.

                                 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                              April 22, 1994

                          *                             
                 J.P. Bolduc                            Director                              April 22, 1994

                          *                             
                 Ronald C. Cambre                       Chief Executive Officer and Vice      April 22, 1994
                                                        Chairman and Director (Principal
                                                        Executive Officer)

                          *                             
                 Joseph P. Flannery                     Director                              April 22, 1994

                          *                             
                 Thomas A. Holmes                       Director                              April 22, 1994

                          *                             
                 Gordon R. Parker                       Chairman and Director                 April 22, 1994

                          *                             
                 T. Peter Philip                        President and Chief Operating         April 22, 1994
                                                        Officer and Director

                          *                             
                 Robin A. Plumbridge                    Director                              April 22, 1994

                          *                             
                 William I.M. Turner, Jr.               Director                              April 22, 1994
*                             
                 Wayne W. Murdy                         Senior Vice President and Chief       April 22, 1994
                                                        Financial Officer (Principal
                                                        Financial Officer)

                          *                             
                 Gary E. Farmar                         Vice President and Controller         April 22, 1994
                                                        (Principal Accounting Officer)

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