As filed with the Securities and Exchange Commission on December 17, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------

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


                                   ----------

         Delaware                     1700 Lincoln Street          13-1806811
(State or other jurisdiction of     Denver, Colorado 80203     (I.R.S. Employer
 incorporation or organization)        (303) 863-7414        Identification No.)
                              (Address of principal executive
                                         offices)

                   Newmont Retirement Savings Plan (Non-Union)
           Newmont Retirement Savings Plan for Hourly-Rated Employees
                              (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 LLP
                           1155 Avenue of the Americas
                             New York, New York 10036
                                 (212) 819-8200


                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================== ----------------- -------------------- ------------------- --------------------

                                                        Proposed maximum     Proposed maximum
      Title of each class of           Amount to be      offering price     aggregate offering       Amount of
    securities to be registered         registered        per share (1)         price (1)        registration fee
------------------------------------ ----------------- -------------------- ------------------- --------------------
<S>                                     <C>                  <C>               <C>                    <C>
Common Stock, $1.60 par value......     2,000,000            $18.50            $37,000,000            $10,286

------------------------------------ ----------------- -------------------- ------------------- --------------------
==================================== ================= ==================== =================== ====================
       Interests in the Plan               (2)                 (2)                 (2)                  (2)
==================================== ================= ==================== =================== ====================
</TABLE>

(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 December 14, 1998.

(2)   In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
      this  Registration  Statement  also  covers  an  indeterminate  amount  of
      interests  to be offered or sold  pursuant to the  employee  benefit  plan
      described herein.


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


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

                  Newmont  Mining   Corporation   (the   "Corporation")   hereby
incorporates by reference in this Prospectus the Corporation's  Annual Report on
Form 10-K for the year ended  December 31, 1997,  Quarterly  Report on Form 10-Q
for the quarters ended March 31, 1998,  June 30, 1998 and September 30, 1998 and
the description of the Corporation's Common Stock contained in the Corporation's
registration statement for such Common Stock filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  including any amendment or report
filed for the purpose of updating such description.  All documents  subsequently
filed by the Corporation, the Newmont Retirement Savings Plan (Non-Union) or the
Newmont Retirement  Savings Plan for Hourly-Rated  Employees 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 Corporation to indemnify the directors, officers, employees and
agents of the Corporation against  liabilities  incurred in connection with, and
related expenses  resulting from, any claim,  action or suit brought against any
such  person  as a  result  of his or her  relationship  with  the  Corporation,
provided  that such  persons  acted in good  faith and in a manner  such  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal  liability on the part of
such  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 Corporation provide that each person who at
any time is or shall have been a director or officer of the  Corporation,  or is
or shall have been serving  another  corporation,  partnership,  joint  venture,
trust,  employee benefit plan or other enterprise in any capacity at the request
of the  Corporation,  and his  heirs,  executors  and  administrators,  shall be
indemnified  by the  Corporation  in  accordance  with  and to the  full  extent
permitted by the General Corporation Law of the State of Delaware.  Section 6 of
the By-Laws of the Corporation 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 Corporation and the director or officer.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit
Number            Description of Documents


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

4.2  Amendment to the Restated  Certificate of Incorporation  dated May 5, 1997.
     Incorporated by reference to Exhibit 4.2 to the Corporation's  Registration
     Statement on Form S-3 (Registration No. 333-59141).

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

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

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of PriceWaterhouseCoopers LLP.

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

24   Power of Attorney of certain officers and directors.

Item 9.  Undertakings.

                  The undersigned Registrants hereby undertake:

                  (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.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  and of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               20 percent  change in the maximum  aggregate  offering  price set
               forth  in the  "Calculation  of  Registration  Fee"  table in the
               effective registration statement; and

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

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed 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; and

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

                  Insofar as indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Corporation pursuant to the provisions described in Item 6, or otherwise,
the  Corporation  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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Denver,  State  of  Colorado,  on the  17th day of
December, 1998.

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

<TABLE>
<CAPTION>


Signature                        Title                                  Date

<S>                              <C>                                   <C>

          *
------------------------
   Ronald C. Cambre              Chairman, President and Chief         December 17, 1998
                                 Executive Officer and Director
                                 (Principal Executive Officer)

          *
------------------------
  James T. Curry, Jr.            Director                              December 17, 1998

          *
------------------------
  Joseph P. Flannery             Director                              December 17, 1998

          *
------------------------
  Leo I. Higdon, Jr.             Director                              December 17, 1998

          *
------------------------
   Thomas A. Holmes              Director                              December 17, 1998

          *
------------------------
   George B. Munroe              Director                              December 17, 1998

          *
------------------------
  Robin A. Plumbridge            Director                              December 17, 1998

          *
------------------------
   Moeen A. Qureshi              Director                              December 17, 1998

          *
------------------------
   Michael K. Reilly             Director                              December 17, 1998

          *
------------------------
    Jean Head Sisco              Director                              December 17, 1998

          *
------------------------
William I.M. Turner, Jr.         Director                              December 17, 1998

          *
------------------------
Wayne W. Murdy                   Executive Vice President and Chief    December 17, 1998
                                 Financial Officer (Principal
                                 Financial Officer)

          *
------------------------
Linda K. Wheeler                 Vice President and Controller         December 17, 1998
                                 (Principal Accounting Officer)


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

</TABLE>


<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the Newmont Retirement Savings Plan (Non-Union) and the Newmont
Retirement  Savings  Plan for  Hourly-Rated  Employees  have  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 17th day of
December, 1998.

                             NEWMONT RETIREMENT SAVINGS
                                  PLAN (NON-UNION)

                             By /s/ Dawn M. Putaturo
                                -------------------------------
                                Name:  Dawn M. Putaturo
                                Title:  Member, Administration Committee



                             NEWMONT RETIREMENT SAVINGS
                                  PLAN FOR HOURLY-RATED EMPLOYEES

                             By /s/ Dawn M. Putaturo
                                -------------------------------
                                Name:  Dawn M. Putaturo
                                Title:  Member, Administration Committee






<PAGE>


                                  EXHIBIT INDEX


Exhibit No.

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

4.2  Amendment to the Restated  Certificate of Incorporation  dated May 5, 1997.
     Incorporated by reference to Exhibit 4.2 to the Corporation's  Registration
     Statement on Form S-3 (Registration No. 333-59141).

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

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

23.1 Consent of Arthur Andersen LLP. 

23.2 Consent of  PriceWaterhouseCoopers LLP. 

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

24   Power of Attorney of certain officers and directors.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19822}]
{"company-data": {"conformed-name": "NEWMONT MINING CORP", "cik": "0000071824", "assigned-sic": "1040", "irs-number": "131806811", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69145", "film-number": "98771464"}, "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 December 17, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------

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

                                   ----------

         Delaware                     1700 Lincoln Street          13-1806811
(State or other jurisdiction of     Denver, Colorado 80203     (I.R.S. Employer
 incorporation or organization)        (303) 863-7414        Identification No.)
                              (Address of principal executive
                                         offices)

                   Newmont Retirement Savings Plan (Non-Union)
           Newmont Retirement Savings Plan for Hourly-Rated Employees
                              (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 LLP
                           1155 Avenue of the Americas
                             New York, New York 10036
                                 (212) 819-8200

                                   ----------

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

                                                        Proposed maximum     Proposed maximum
      Title of each class of           Amount to be      offering price     aggregate offering       Amount of
    securities to be registered         registered        per share (1)         price (1)        registration fee
------------------------------------ ----------------- -------------------- ------------------- --------------------
Common Stock, $1.60 par value......     2,000,000            $18.50            $37,000,000            $10,286

------------------------------------ ----------------- -------------------- ------------------- --------------------
==================================== ================= ==================== =================== ====================
       Interests in the Plan               (2)                 (2)                 (2)                  (2)
==================================== ================= ==================== =================== ====================
(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 December 14, 1998.

(2)   In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
      this  Registration  Statement  also  covers  an  indeterminate  amount  of
      interests  to be offered or sold  pursuant to the  employee  benefit  plan
      described herein.

===============================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  Newmont  Mining   Corporation   (the   "Corporation")   hereby
incorporates by reference in this Prospectus the Corporation's  Annual Report on
Form 10-K for the year ended  December 31, 1997,  Quarterly  Report on Form 10-Q
for the quarters ended March 31, 1998,  June 30, 1998 and September 30, 1998 and
the description of the Corporation's Common Stock contained in the Corporation's
registration statement for such Common Stock filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  including any amendment or report
filed for the purpose of updating such description.  All documents  subsequently
filed by the Corporation, the Newmont Retirement Savings Plan (Non-Union) or the
Newmont Retirement  Savings Plan for Hourly-Rated  Employees 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 Corporation to indemnify the directors, officers, employees and
agents of the Corporation against  liabilities  incurred in connection with, and
related expenses  resulting from, any claim,  action or suit brought against any
such  person  as a  result  of his or her  relationship  with  the  Corporation,
provided  that such  persons  acted in good  faith and in a manner  such  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal  liability on the part of
such  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 Corporation provide that each person who at
any time is or shall have been a director or officer of the  Corporation,  or is
or shall have been serving  another  corporation,  partnership,  joint  venture,
trust,  employee benefit plan or other enterprise in any capacity at the request
of the  Corporation,  and his  heirs,  executors  and  administrators,  shall be
indemnified  by the  Corporation  in  accordance  with  and to the  full  extent
permitted by the General Corporation Law of the State of Delaware.  Section 6 of
the By-Laws of the Corporation 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 Corporation and the director or officer.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit
Number            Description of Documents

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

4.2  Amendment to the Restated  Certificate of Incorporation  dated May 5, 1997.
     Incorporated by reference to Exhibit 4.2 to the Corporation's  Registration
     Statement on Form S-3 (Registration No. 333-59141).

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

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

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of PriceWaterhouseCoopers LLP.

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

24   Power of Attorney of certain officers and directors.

Item 9.  Undertakings.

                  The undersigned Registrants hereby undertake:

                  (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.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  and of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               20 percent  change in the maximum  aggregate  offering  price set
               forth  in the  "Calculation  of  Registration  Fee"  table in the
               effective registration statement; and

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

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed 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; and

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

                  Insofar as indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Corporation pursuant to the provisions described in Item 6, or otherwise,
the  Corporation  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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Denver,  State  of  Colorado,  on the  17th day of
December, 1998.

                                            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,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                        Title                                  Date
*
------------------------
   Ronald C. Cambre              Chairman, President and Chief         December 17, 1998
                                 Executive Officer and Director
                                 (Principal Executive Officer)

          *
------------------------
  James T. Curry, Jr.            Director                              December 17, 1998

          *
------------------------
  Joseph P. Flannery             Director                              December 17, 1998

          *
------------------------
  Leo I. Higdon, Jr.             Director                              December 17, 1998

          *
------------------------
   Thomas A. Holmes              Director                              December 17, 1998

          *
------------------------
   George B. Munroe              Director                              December 17, 1998

          *
------------------------
  Robin A. Plumbridge            Director                              December 17, 1998

          *
------------------------
   Moeen A. Qureshi              Director                              December 17, 1998

          *
------------------------
   Michael K. Reilly             Director                              December 17, 1998

          *
------------------------
    Jean Head Sisco              Director                              December 17, 1998

          *
------------------------
William I.M. Turner, Jr.         Director                              December 17, 1998

          *
------------------------
Wayne W. Murdy                   Executive Vice President and Chief    December 17, 1998
                                 Financial Officer (Principal
                                 Financial Officer)

          *
------------------------
Linda K. Wheeler                 Vice President and Controller         December 17, 1998
                                 (Principal Accounting Officer)

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

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the Newmont Retirement Savings Plan (Non-Union) and the Newmont
Retirement  Savings  Plan for  Hourly-Rated  Employees  have  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 17th day of
December, 1998.

                             NEWMONT RETIREMENT SAVINGS
                                  PLAN (NON-UNION)

                             By /s/ Dawn M. Putaturo
                                -------------------------------
                                Name:  Dawn M. Putaturo
                                Title:  Member, Administration Committee

                             NEWMONT RETIREMENT SAVINGS
                                  PLAN FOR HOURLY-RATED EMPLOYEES

                             By /s/ Dawn M. Putaturo
                                -------------------------------
                                Name:  Dawn M. Putaturo
                                Title:  Member, Administration Committee
EXHIBIT INDEX

Exhibit No.

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

4.2  Amendment to the Restated  Certificate of Incorporation  dated May 5, 1997.
     Incorporated by reference to Exhibit 4.2 to the Corporation's  Registration
     Statement on Form S-3 (Registration No. 333-59141).

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

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

23.1 Consent of Arthur Andersen LLP. 

23.2 Consent of  PriceWaterhouseCoopers LLP. 

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

24   Power of Attorney of certain officers and directors.