As filed with the Securities and Exchange Commission on July 7, 1997

                           Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            DAKOTA MINING CORPORATION
               (Exact name of issuer as specified in its charter)

                                Canada 84-1094683
                 (State or other jurisdiction (I.R.S. Employer
            of incorporation or organization) Identification Number)

         410 Seventeenth St., Ste. 2450, Denver, CO 80202 (303) 573-0221
   (Address and telephone number, of Registrant's principal executive offices)

                            DAKOTA MINING CORPORATION
                              SHARE INCENTIVE PLAN
                            (Full title of the plan)

                                Robert R. Gilmore
                            Dakota Mining Corporation
                         410 Seventeenth St., Ste. 2450
                             Denver, Colorado 80202
                                 (303) 573-0221
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                   Proposed Maxi-         Proposed Maxi-
  Title of Securities        Amount to Be           mum Offering           mum Aggregate            Amount of
   to be Registered           Registered           Price Per Share        Offering Price        Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
     <S>                       <C>                     <C>                 <C>                      <C>    
     Common Shares             3,000,000               $1.00*              $3,000,000.00            $909.09

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<FN>

*        Determined  solely for the purpose of calculating the  registration fee
         based on the  closing  sale price of shares of the Common  Stock on the
         American Stock Exchange on July 2, 1997.

</FN>
</TABLE>




<PAGE>


                      INFORMATION INCORPORATED BY REFERENCE

         Dakota  Mining  Corporation  (the  "Company")  hereby  incorporates  by
reference  the contents of its  Registration  Statements  on Form S-8 (File Nos.
33-68872 and 333-06343).  The Company also  incorporates  all documents filed by
the Company after September 16, 1993 pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended,  which documents shall
be deemed  incorporated  by reference in this  Registration  Statement as a part
hereof from the date of filing such documents until a  post-effective  amendment
to this  Registration  Statement  is filed  which  indicates  that all shares of
Common Stock being offered hereby have been sold or which deregisters all shares
of Common Stock then remaining unsold.

Required Opinions and Consents



1.   Opinion of Parcel,  Mauro,  Hultin & Spaanstra,  P.C. as to the legality of
     the Registrant's common stock being registered.

2.   Consent of Parcel,  Mauro,  Hultin &  Spaanstra,  P.C.  (included in Item 1
     above).

3.   Consent of KPMG Peat Marwick Thorne, Chartered Accountants.

4.   Consent of Glen R. Clark & Associates Limited.

5.   Consent of DMBW, Inc.





<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 July 3, 1997.

                                                       DAKOTA MINING CORPORATION


                                                            By: /s/ Alan R. Bell
                                                                    Alan R. Bell
                                                                        Director


                                                       By: /s/ Robert R. Gilmore
                                                               Robert R. Gilmore
                                                         Principal Financial and
                                                              Accounting Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Date:  July 3, 1997                              By:        /s/ Alan R. Bell
                                                         Alan R. Bell, Director


Date:  July 3, 1997                              By:      /s/ Landon T. Clay
                                                       Landon T. Clay, Director


Date:  July 3, 1997                              By:     /s/ Stanley Dempsey
                                                      Stanley Dempsey, Director


Date:  July 3, 1997                              By:   /s/ Edward G. Thompson
                                                   Edward G. Thompson, Director


Date:  July 3, 1997                              By:       /s/ Tor Jensen
                                                           Tor Jensen, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6129}]
{"company-data": {"conformed-name": "DAKOTA MINING CORP", "cik": "0000848448", "assigned-sic": "1040", "irs-number": "841094683", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30837", "film-number": "97636872"}, "business-address": {"street1": "410 17TH ST", "street2": "STE 2450", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3035730221"}, "mail-address": {"street1": "410 17TH ST", "street2": "SUITE 2450", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on July 7, 1997

                           Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            DAKOTA MINING CORPORATION
               (Exact name of issuer as specified in its charter)

                                Canada 84-1094683
                 (State or other jurisdiction (I.R.S. Employer
            of incorporation or organization) Identification Number)

         410 Seventeenth St., Ste. 2450, Denver, CO 80202 (303) 573-0221
   (Address and telephone number, of Registrant's principal executive offices)

                            DAKOTA MINING CORPORATION
                              SHARE INCENTIVE PLAN
                            (Full title of the plan)

                                Robert R. Gilmore
                            Dakota Mining Corporation
                         410 Seventeenth St., Ste. 2450
                             Denver, Colorado 80202
                                 (303) 573-0221
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                   Proposed Maxi-         Proposed Maxi-
  Title of Securities        Amount to Be           mum Offering           mum Aggregate            Amount of
   to be Registered           Registered           Price Per Share        Offering Price        Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Shares             3,000,000               $1.00*              $3,000,000.00            $909.09

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
*        Determined  solely for the purpose of calculating the  registration fee
         based on the  closing  sale price of shares of the Common  Stock on the
         American Stock Exchange on July 2, 1997.
INFORMATION INCORPORATED BY REFERENCE

         Dakota  Mining  Corporation  (the  "Company")  hereby  incorporates  by
reference  the contents of its  Registration  Statements  on Form S-8 (File Nos.
33-68872 and 333-06343).  The Company also  incorporates  all documents filed by
the Company after September 16, 1993 pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended,  which documents shall
be deemed  incorporated  by reference in this  Registration  Statement as a part
hereof from the date of filing such documents until a  post-effective  amendment
to this  Registration  Statement  is filed  which  indicates  that all shares of
Common Stock being offered hereby have been sold or which deregisters all shares
of Common Stock then remaining unsold.

Required Opinions and Consents

1.   Opinion of Parcel,  Mauro,  Hultin & Spaanstra,  P.C. as to the legality of
     the Registrant's common stock being registered.

2.   Consent of Parcel,  Mauro,  Hultin &  Spaanstra,  P.C.  (included in Item 1
     above).

3.   Consent of KPMG Peat Marwick Thorne, Chartered Accountants.

4.   Consent of Glen R. Clark & Associates Limited.

5.   Consent of DMBW, Inc.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 July 3, 1997.

                                                       DAKOTA MINING CORPORATION

                                                            By: /s/ Alan R. Bell
                                                                    Alan R. Bell
                                                                        Director

                                                       By: /s/ Robert R. Gilmore
                                                               Robert R. Gilmore
                                                         Principal Financial and
                                                              Accounting Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Date:  July 3, 1997                              By:        /s/ Alan R. Bell
                                                         Alan R. Bell, Director

Date:  July 3, 1997                              By:      /s/ Landon T. Clay
                                                       Landon T. Clay, Director

Date:  July 3, 1997                              By:     /s/ Stanley Dempsey
                                                      Stanley Dempsey, Director

Date:  July 3, 1997                              By:   /s/ Edward G. Thompson
                                                   Edward G. Thompson, Director

Date:  July 3, 1997                              By:       /s/ Tor Jensen
                                                           Tor Jensen, Director