As filed with the Securities and Exchange Commission on January 20, 1999.
                                                 Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                        ------------------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ------------------------------

                           STILLWATER MINING COMPANY
            (Exact name of registrant as specified in its charter)
                        ------------------------------

            DELAWARE                                     81-0480654
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                               1200 17TH STREET
                                   SUITE 900
                            DENVER, COLORADO 80202
                                (303) 352-2060
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                      GENERAL EMPLOYEE STOCK OPTION PLAN
                          1998 EQUITY INCENTIVE PLAN
                STILLWATER MINING COMPANY 401(K) PLAN AND TRUST
        STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST
                          (Full titles of the plans)
                        ------------------------------

WILLIAM E. NETTLES, CHAIRMAN AND                       With copies to:
     CHIEF EXECUTIVE OFFICER                          PAUL HILTON, ESQ.
    STILLWATER MINING COMPANY                    DAVIS, GRAHAM & STUBBS LLP
   1200 17TH STREET, SUITE 900                   370 17TH STREET, SUITE 4700
     DENVER, COLORADO  80202                       DENVER, COLORADO  80202
         (303) 352-2060                                (303) 892-9400

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               Proposed maximum         Proposed
                                             Amount to be       offering price      maximum aggregate        Amount of
Title of securities to be registered          registered          per unit(1)       offering price(1)    registration fee


<S>                                          <C>                   <C>                 <C>                  <C>
Common Stock, par value $.01 per share       3,300,000 shares      $27.172             $89,667,600          $24,927.60


Interests in the Stillwater Mining Company        (2)                 (3)                  (3)                  (3)
  401(k) Plan and Trust
Interests in the Stillwater Mining Company        (2)                 (3)                  (3)                  (3)
  Bargaining Unit 401(k) Plan and Trust
</TABLE>

(1)Estimated   solely  for  the  purpose  of  determining   the  amount  of  the
   registration  fee pursuant to Rule  457(h),  and is based upon the average of
   the high and low prices of the Company's  Common Stock on January 19, 1999 as
   quoted on the American Stock Exchange.
(2)Pursuant to Rule 416(c) under the Securities Act of 1933,  this  Registration
   Statement also covers an indeterminate number of plan interests to be offered
   or sold pursuant to the  Stillwater  Mining Company 401(k) Plan and Trust and
   Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust.
(3)Pursuant to Rule 457(h)(2)  under the Securities Act of 1933, no separate fee
   is required to register plan interests.


<PAGE>


                               EXPLANATORY NOTE

      This Registration  Statement relates to (i) 1,500,000 shares of Stillwater
Mining Company (the "Company")  common stock,  par value $.01 per share ("Common
Stock")  issuable under the Company's  1998 Equity  Incentive Plan (the "Plan"),
which  is the  amended  and  restated  form of the  Company's  1994  Stock  Plan
(1,500,000  shares of Common Stock have been previously  registered for issuance
under  the  Plan  by the  Company's  Registration  Statement  on Form  S-8  (No.
33-97358));  (ii) 300,000  shares of Common Stock  issuable  under the Company's
General  Employee Stock Option Plan;  (iii) 750,000 shares of Common Stock which
may be acquired by Company  employees  pursuant to elective  purchases under the
Stillwater  Mining  Company  401(k) Plan and Trust;  and (iv) 750,000  shares of
Common  Stock which may be acquired  by Company  employees  pursuant to elective
purchases  under the Stillwater  Mining Company  Bargaining Unit 401(k) Plan and
Trust.





                                     II-1

<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Company and the Stillwater Mining Company Profit  Sharing/401(k)  Plan
(the "Plan") hereby state that the following documents filed with the Securities
and Exchange  Commission  (the  "Commission")  are hereby  incorporated  in this
Registration  Statement  by  reference  as of  their  date of  filing  with  the
Commission:

      (a)   The Company's Annual Report on Form 10-K for the year ended December
            31, 1997, filed with the Commission on March 31, 1998, as amended by
            the Company's Annual Report on Form 10-K/A filed with the Commission
            on April 14, 1998;

      (b)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 1998, filed with the Commission on April 29, 1998;

      (c)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            June 30, 1998, filed with the Commission on July 20, 1998;

      (d)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            September 30, 1998,  filed with the  Commission on October 13, 1998,
            as amended by the Company's  Quarterly Report on Form 10-Q/A,  filed
            with the Commission on November 25, 1998;

      (e)   The  Company's  Current  Report on Form 8-K dated  April 8, 1998 and
            filed with the Commission on April 22, 1998;

      (f)   The  Company's  Current  Report on Form 8-K dated July 21,  1998 and
            filed with the Commission on September 29, 1998;

      (g)   The Company's  Current  Report on Form 8-K dated October 1, 1998 and
            filed with the Commission on October 1, 1998;

      (h)   The  description  of the  Company's  Common  Stock  contained in the
            Company's Registration  Statement on Form S-1 (No. 33-74774),  filed
            with the Commission on February 2, 1994 (as amended); and

      (i)   All documents  filed by the Company or the Plan with the  Commission
            pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
            Exchange  Act of 1934  subsequent  to the date of this  Registration
            Statement and prior to the filing of a  Post-Effective  Amendment to
            this Registration Statement indicating that all


                                     II-1

<PAGE>


            securities offered under the Registration  Statement have been sold,
            or deregistering all securities then remaining unsold.

      Any  statement  contained in a document  incorporated  by, 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 statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

4.    DESCRIPTION OF SECURITIES.

      Not applicable.

5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide  that the Company will  indemnify,  to the fullest  extent  permitted by
applicable  law as from time to time may be in effect,  any person  against  all
liability and expense (including  attorneys' fees and settlement costs) incurred
by reason of the fact that he is or was a director or officer of the Company, or
while  serving as a director or officer of the Company,  he is or was serving at
the request of the Company as a director,  officer, partner or trustee of, or in
any similar  managerial or fiduciary position of, or as an employee or agent of,
another corporation,  partnership,  joint venture, trust, association,  or other
entity, or by reason of any action alleged to have been taken or omitted in such
capacity.  Expenses (including attorneys' fees) incurred in defending an action,
suit or  proceeding  will  be  paid  by the  Company  in  advance  of the  final
disposition of such action, suit, or proceeding to the full extent and under the
circumstances  permitted by the laws of the State of  Delaware.  The Company may
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee,  fiduciary,  or agent of the Company  against any
liability  asserted  against and incurred by such person in any such capacity or
arising out of such person's position, whether or not the Company would have the
power to indemnify  against such  liability  under the provisions of the Amended
and Restated  Certificate of  Incorporation.  With respect to a determination of
entitlement  to  indemnification,  the  indemnitee is presumed to be entitled to
indemnification  and the  Company  has the  burden  of  proof to  overcome  that
presumption.

      The  indemnification  provided by the Amended and Restated  Certificate of
Incorporation  is not deemed to be  exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement,  vote of stockholders or
disinterested  directors,  statute,  or otherwise,  and inures to the benefit of
their heirs,  executors,  and administrators.  The provisions of the Amended and
Restated   Certificate  of  Incorporation  do  not  preclude  the  Company  from
indemnifying other persons


                                     II-2

<PAGE>


from similar or other expenses and  liabilities as the Board of Directors or the
stockholders  may  determine in a specific  instance or by resolution of general
application.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the Commission,  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.

      The foregoing  description of certain  provisions of the Company's Amended
and  Restated  Certificate  of  Incorporation  and  Bylaws is  qualified  in its
entirety by the actual  Amended and Restated  Certificate of  Incorporation  and
Bylaws of the Company  filed as exhibits to the  Registration  Statement on Form
S-1 (No. 33-74774).

7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

8.    EXHIBITS

      (a)   Exhibits.

             4.1  Amended and Restated Certificate of Incorporation./1/

             4.2  Amended and Restated Bylaws./1/

             4.3  Form of Indenture,  dated April 29, 1996,  between the Company
                  and Colorado  National  Bank with respect to the  Company's 7%
                  Convertible Subordinated Notes Due 2003./2/

             4.4  Rights Agreement, dated October 26, 1995./3/

             5.1  Opinion and consent of Davis, Graham & Stubbs LLP.

            23.1  Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.

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

1 Filed  as an  exhibit  to the  Company's  Registration  Statement  on Form S-1
(Registration  No.  33-85904),  as declared  effective on December 15, 1994, and
incorporated herein by reference.

2 Filed as an exhibit to the Company's Form 8-K dated April 29, 1996, filed with
the Commission on April 30, 1996 and incorporated herein by reference.

3 Filed as an exhibit to the Company's  Form 8-A,  filed with the  Commission on
October 30, 1995 and incorporated herein by reference.


                                     II-3

<PAGE>


            23.2  Consent of PricewaterhouseCoopers LLP.

      (b)   Plan Qualification.

      The  Company  has  submitted  and will  submit the Plan and any  amendment
thereto to the Internal  Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.

9.    UNDERTAKINGS

      A. 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 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;  (2)
that, for the purpose of determining  any liability  under the Securities Act of
1933 (the "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;  and (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.

      B. The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report and the Plan's annual  report  pursuant to Section 13(a) or Section 15(d)
of the Securities  Exchange Act of 1934 that is incorporated by reference in the
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.

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


                                     II-4

<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 January 13, 1999.

                                        Stillwater Mining Company


                                        By:/s/William E. Nettles
                                           ----------------------------------
                                           William E. Nettles
                                           Chairman and Chief Executive Officer


                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  jointly and  severally  William E. Nettles and
James A. Sabala,  or either of them, with full power to act alone,  his true and
lawful attorneys-in-fact,  with full power of substitution,  and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8, and file the same, with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact full power and authority to do and perform
each and every act and thing  requisite and necessary to be done as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact or either of them may lawfully do or
cause to be done by virtue hereof.

      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 date indicated.


        SIGNATURE                     TITLE                        DATE

/s/William E. Nettles
---------------------------   Chairman of the Board,        January 13, 1999
William E. Nettles               Executive Officer and
                                 Director (principal
                                 executive officer)

/s/James A. Sabala
---------------------------   Vice President and Chief      January 13, 1999
James A. Sabala                  Financial Officer
                                 (principal financial and
                                 accounting officer)





                                      II-5

<PAGE>


/s/Richard E. Gilbert
---------------------------   Director                      January 12, 1999
Richard E. Gilbert


/s/Douglas D. Donald
---------------------------   Director                      January 12, 1999
Douglas D. Donald


/s/Lawrence M. Glaser
---------------------------   Director                      January 17, 1999
Lawrence M. Glaser


/s/Ted Schwinden
---------------------------   Director                      January 12, 1999
Ted Schwinden


/s/Peter Steen
---------------------------   Director                      January 12, 1999
Peter Steen


/s/Apolinar Guzman, Jr.
---------------------------   Director                      January 14, 1999
Apolinar Guzman, Jr.


/s/John E. Andrews
---------------------------   Director                      January 17, 1999
John E. Andrews

                                      II-6

<PAGE>


                                 PLAN SIGNATURE


      Pursuant to the requirements of the Securities Act of 1933, the Stillwater
Mining Company 401(k) Plan and Trust trustee or other persons who administer the
Plan have duly caused this Registration  Statement to be signed on behalf of the
Plan by the undersigned, thereunto duly authorized, in the City of Denver, State
of Colorado, on the 19th day of January, 1999.

                                    STILLWATER MINING COMPANY
                                    401(K) PLAN AND TRUST


                                    By: /s/Jeff Toshihara
                                       ----------------------------------------
                                    Name: Jeff Toshihara
                                         --------------------------------------
                                    Title: Benefits Administrator
                                          -------------------------------------


                                      II-7

<PAGE>


                                 PLAN SIGNATURE


      Pursuant to the requirements of the Securities Act of 1933, the Stillwater
Mining  Company  Bargaining  Unit 401(k) Plan and Trust trustee or other persons
who  administer  the Plan have duly caused  this  Registration  Statement  to be
signed on behalf of the Plan by the undersigned,  thereunto duly authorized,  in
the City of Denver, State of Colorado, on the 19th day of January, 1999.

                                    STILLWATER MINING COMPANY
                                    BARGAINING UNIT 401(K) PLAN AND TRUST


                                    By: /s/Jeff Toshihara
                                       ----------------------------------------
                                    Name: Jeff Toshihara
                                         --------------------------------------
                                    Title: Benefits Administrator
                                          -------------------------------------


                                      II-8

<PAGE>


                                  EXHIBIT INDEX

Exhibit                                                              Sequential
No.         Description                                              Page No.  
-------     -----------                                              ----------

 4.1        Amended and Restated Certificate of Incorporation./1/

 4.2        Amended and Restated Bylaws./1/

 4.3        Form of  Indenture,  dated April 29,  1996,  between the Company and
            Colorado  National Bank with respect to the Company's 7% Convertible
            Subordinated Notes Due 2003./2/

 4.4        Rights Agreement, dated October 26, 1995./3/

 5.1        Opinion and consent of Davis, Graham & Stubbs LLP.

23.1        Consent of Davis, Graham & Stubbs LLP.  See Exhibit 5.1.

23.2        Consent of PricewaterhouseCoopers LLP.


-----------------
1 Filed  as an  exhibit  to the  Company's  Registration  Statement  on Form S-1
(Registration  No.  33-85904),  as declared  effective on December 15, 1994, and
incorporated herein by reference.

2 Filed as an exhibit to the Company's Form 8-K dated April 29, 1996, filed with
the Commission on April 30, 1996 and incorporated herein by reference.

3 Filed as an exhibit to the Company's  Form 8-A,  filed with the  Commission on
October 30, 1995 and incorporated herein by reference.


                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22852}]
{"company-data": {"conformed-name": "STILLWATER MINING CO /DE/", "cik": "0000931948", "assigned-sic": "1090", "irs-number": "810480654", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70861", "film-number": "99508833"}, "business-address": {"street1": "1200 SEVENTEETH STREET", "street2": "SUITE 900", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3039782525"}, "mail-address": {"street1": "1200 SEVEENTH STREET", "street2": "SUITE 900", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on January 20, 1999.
                                                 Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                        ------------------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ------------------------------

                           STILLWATER MINING COMPANY
            (Exact name of registrant as specified in its charter)
                        ------------------------------

            DELAWARE                                     81-0480654
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                               1200 17TH STREET
                                   SUITE 900
                            DENVER, COLORADO 80202
                                (303) 352-2060
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                      GENERAL EMPLOYEE STOCK OPTION PLAN
                          1998 EQUITY INCENTIVE PLAN
                STILLWATER MINING COMPANY 401(K) PLAN AND TRUST
        STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST
                          (Full titles of the plans)
                        ------------------------------

WILLIAM E. NETTLES, CHAIRMAN AND                       With copies to:
     CHIEF EXECUTIVE OFFICER                          PAUL HILTON, ESQ.
    STILLWATER MINING COMPANY                    DAVIS, GRAHAM & STUBBS LLP
   1200 17TH STREET, SUITE 900                   370 17TH STREET, SUITE 4700
     DENVER, COLORADO  80202                       DENVER, COLORADO  80202
         (303) 352-2060                                (303) 892-9400

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ------------------------------

                        CALCULATION OF REGISTRATION FEE
Proposed maximum         Proposed
                                             Amount to be       offering price      maximum aggregate        Amount of
Title of securities to be registered          registered          per unit(1)       offering price(1)    registration fee
Common Stock, par value $.01 per share       3,300,000 shares      $27.172             $89,667,600          $24,927.60

Interests in the Stillwater Mining Company        (2)                 (3)                  (3)                  (3)
  401(k) Plan and Trust
Interests in the Stillwater Mining Company        (2)                 (3)                  (3)                  (3)
  Bargaining Unit 401(k) Plan and Trust
(1)Estimated   solely  for  the  purpose  of  determining   the  amount  of  the
   registration  fee pursuant to Rule  457(h),  and is based upon the average of
   the high and low prices of the Company's  Common Stock on January 19, 1999 as
   quoted on the American Stock Exchange.
(2)Pursuant to Rule 416(c) under the Securities Act of 1933,  this  Registration
   Statement also covers an indeterminate number of plan interests to be offered
   or sold pursuant to the  Stillwater  Mining Company 401(k) Plan and Trust and
   Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust.
(3)Pursuant to Rule 457(h)(2)  under the Securities Act of 1933, no separate fee
   is required to register plan interests.
EXPLANATORY NOTE

      This Registration  Statement relates to (i) 1,500,000 shares of Stillwater
Mining Company (the "Company")  common stock,  par value $.01 per share ("Common
Stock")  issuable under the Company's  1998 Equity  Incentive Plan (the "Plan"),
which  is the  amended  and  restated  form of the  Company's  1994  Stock  Plan
(1,500,000  shares of Common Stock have been previously  registered for issuance
under  the  Plan  by the  Company's  Registration  Statement  on Form  S-8  (No.
33-97358));  (ii) 300,000  shares of Common Stock  issuable  under the Company's
General  Employee Stock Option Plan;  (iii) 750,000 shares of Common Stock which
may be acquired by Company  employees  pursuant to elective  purchases under the
Stillwater  Mining  Company  401(k) Plan and Trust;  and (iv) 750,000  shares of
Common  Stock which may be acquired  by Company  employees  pursuant to elective
purchases  under the Stillwater  Mining Company  Bargaining Unit 401(k) Plan and
Trust.

                                     II-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Company and the Stillwater Mining Company Profit  Sharing/401(k)  Plan
(the "Plan") hereby state that the following documents filed with the Securities
and Exchange  Commission  (the  "Commission")  are hereby  incorporated  in this
Registration  Statement  by  reference  as of  their  date of  filing  with  the
Commission:

      (a)   The Company's Annual Report on Form 10-K for the year ended December
            31, 1997, filed with the Commission on March 31, 1998, as amended by
            the Company's Annual Report on Form 10-K/A filed with the Commission
            on April 14, 1998;

      (b)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 1998, filed with the Commission on April 29, 1998;

      (c)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            June 30, 1998, filed with the Commission on July 20, 1998;

      (d)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            September 30, 1998,  filed with the  Commission on October 13, 1998,
            as amended by the Company's  Quarterly Report on Form 10-Q/A,  filed
            with the Commission on November 25, 1998;

      (e)   The  Company's  Current  Report on Form 8-K dated  April 8, 1998 and
            filed with the Commission on April 22, 1998;

      (f)   The  Company's  Current  Report on Form 8-K dated July 21,  1998 and
            filed with the Commission on September 29, 1998;

      (g)   The Company's  Current  Report on Form 8-K dated October 1, 1998 and
            filed with the Commission on October 1, 1998;

      (h)   The  description  of the  Company's  Common  Stock  contained in the
            Company's Registration  Statement on Form S-1 (No. 33-74774),  filed
            with the Commission on February 2, 1994 (as amended); and

      (i)   All documents  filed by the Company or the Plan with the  Commission
            pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
            Exchange  Act of 1934  subsequent  to the date of this  Registration
            Statement and prior to the filing of a  Post-Effective  Amendment to
            this Registration Statement indicating that all

                                     II-1
securities offered under the Registration  Statement have been sold,
            or deregistering all securities then remaining unsold.

      Any  statement  contained in a document  incorporated  by, 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 statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

4.    DESCRIPTION OF SECURITIES.

      Not applicable.

5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide  that the Company will  indemnify,  to the fullest  extent  permitted by
applicable  law as from time to time may be in effect,  any person  against  all
liability and expense (including  attorneys' fees and settlement costs) incurred
by reason of the fact that he is or was a director or officer of the Company, or
while  serving as a director or officer of the Company,  he is or was serving at
the request of the Company as a director,  officer, partner or trustee of, or in
any similar  managerial or fiduciary position of, or as an employee or agent of,
another corporation,  partnership,  joint venture, trust, association,  or other
entity, or by reason of any action alleged to have been taken or omitted in such
capacity.  Expenses (including attorneys' fees) incurred in defending an action,
suit or  proceeding  will  be  paid  by the  Company  in  advance  of the  final
disposition of such action, suit, or proceeding to the full extent and under the
circumstances  permitted by the laws of the State of  Delaware.  The Company may
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee,  fiduciary,  or agent of the Company  against any
liability  asserted  against and incurred by such person in any such capacity or
arising out of such person's position, whether or not the Company would have the
power to indemnify  against such  liability  under the provisions of the Amended
and Restated  Certificate of  Incorporation.  With respect to a determination of
entitlement  to  indemnification,  the  indemnitee is presumed to be entitled to
indemnification  and the  Company  has the  burden  of  proof to  overcome  that
presumption.

      The  indemnification  provided by the Amended and Restated  Certificate of
Incorporation  is not deemed to be  exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement,  vote of stockholders or
disinterested  directors,  statute,  or otherwise,  and inures to the benefit of
their heirs,  executors,  and administrators.  The provisions of the Amended and
Restated   Certificate  of  Incorporation  do  not  preclude  the  Company  from
indemnifying other persons

                                     II-2
from similar or other expenses and  liabilities as the Board of Directors or the
stockholders  may  determine in a specific  instance or by resolution of general
application.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the Commission,  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.

      The foregoing  description of certain  provisions of the Company's Amended
and  Restated  Certificate  of  Incorporation  and  Bylaws is  qualified  in its
entirety by the actual  Amended and Restated  Certificate of  Incorporation  and
Bylaws of the Company  filed as exhibits to the  Registration  Statement on Form
S-1 (No. 33-74774).

7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

8.    EXHIBITS

      (a)   Exhibits.

             4.1  Amended and Restated Certificate of Incorporation./1/

             4.2  Amended and Restated Bylaws./1/

             4.3  Form of Indenture,  dated April 29, 1996,  between the Company
                  and Colorado  National  Bank with respect to the  Company's 7%
                  Convertible Subordinated Notes Due 2003./2/

             4.4  Rights Agreement, dated October 26, 1995./3/

             5.1  Opinion and consent of Davis, Graham & Stubbs LLP.

            23.1  Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.

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

1 Filed  as an  exhibit  to the  Company's  Registration  Statement  on Form S-1
(Registration  No.  33-85904),  as declared  effective on December 15, 1994, and
incorporated herein by reference.

2 Filed as an exhibit to the Company's Form 8-K dated April 29, 1996, filed with
the Commission on April 30, 1996 and incorporated herein by reference.

3 Filed as an exhibit to the Company's  Form 8-A,  filed with the  Commission on
October 30, 1995 and incorporated herein by reference.

                                     II-3
23.2  Consent of PricewaterhouseCoopers LLP.

      (b)   Plan Qualification.

      The  Company  has  submitted  and will  submit the Plan and any  amendment
thereto to the Internal  Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.

9.    UNDERTAKINGS

      A. 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 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;  (2)
that, for the purpose of determining  any liability  under the Securities Act of
1933 (the "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;  and (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.

      B. The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report and the Plan's annual  report  pursuant to Section 13(a) or Section 15(d)
of the Securities  Exchange Act of 1934 that is incorporated by reference in the
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.

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

                                     II-4
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 January 13, 1999.

                                        Stillwater Mining Company

                                        By:/s/William E. Nettles
                                           ----------------------------------
                                           William E. Nettles
                                           Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  jointly and  severally  William E. Nettles and
James A. Sabala,  or either of them, with full power to act alone,  his true and
lawful attorneys-in-fact,  with full power of substitution,  and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8, and file the same, with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact full power and authority to do and perform
each and every act and thing  requisite and necessary to be done as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact or either of them may lawfully do or
cause to be done by virtue hereof.

      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 date indicated.

        SIGNATURE                     TITLE                        DATE

/s/William E. Nettles
---------------------------   Chairman of the Board,        January 13, 1999
William E. Nettles               Executive Officer and
                                 Director (principal
                                 executive officer)

/s/James A. Sabala
---------------------------   Vice President and Chief      January 13, 1999
James A. Sabala                  Financial Officer
                                 (principal financial and
                                 accounting officer)

                                      II-5
/s/Richard E. Gilbert
---------------------------   Director                      January 12, 1999
Richard E. Gilbert

/s/Douglas D. Donald
---------------------------   Director                      January 12, 1999
Douglas D. Donald

/s/Lawrence M. Glaser
---------------------------   Director                      January 17, 1999
Lawrence M. Glaser

/s/Ted Schwinden
---------------------------   Director                      January 12, 1999
Ted Schwinden

/s/Peter Steen
---------------------------   Director                      January 12, 1999
Peter Steen

/s/Apolinar Guzman, Jr.
---------------------------   Director                      January 14, 1999
Apolinar Guzman, Jr.

/s/John E. Andrews
---------------------------   Director                      January 17, 1999
John E. Andrews

                                      II-6
PLAN SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, the Stillwater
Mining Company 401(k) Plan and Trust trustee or other persons who administer the
Plan have duly caused this Registration  Statement to be signed on behalf of the
Plan by the undersigned, thereunto duly authorized, in the City of Denver, State
of Colorado, on the 19th day of January, 1999.

                                    STILLWATER MINING COMPANY
                                    401(K) PLAN AND TRUST

                                    By: /s/Jeff Toshihara
                                       ----------------------------------------
                                    Name: Jeff Toshihara
                                         --------------------------------------
                                    Title: Benefits Administrator
                                          -------------------------------------

                                      II-7
PLAN SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, the Stillwater
Mining  Company  Bargaining  Unit 401(k) Plan and Trust trustee or other persons
who  administer  the Plan have duly caused  this  Registration  Statement  to be
signed on behalf of the Plan by the undersigned,  thereunto duly authorized,  in
the City of Denver, State of Colorado, on the 19th day of January, 1999.

                                    STILLWATER MINING COMPANY
                                    BARGAINING UNIT 401(K) PLAN AND TRUST

                                    By: /s/Jeff Toshihara
                                       ----------------------------------------
                                    Name: Jeff Toshihara
                                         --------------------------------------
                                    Title: Benefits Administrator
                                          -------------------------------------

                                      II-8
EXHIBIT INDEX

Exhibit                                                              Sequential
No.         Description                                              Page No.  
-------     -----------                                              ----------

 4.1        Amended and Restated Certificate of Incorporation./1/

 4.2        Amended and Restated Bylaws./1/

 4.3        Form of  Indenture,  dated April 29,  1996,  between the Company and
            Colorado  National Bank with respect to the Company's 7% Convertible
            Subordinated Notes Due 2003./2/

 4.4        Rights Agreement, dated October 26, 1995./3/

 5.1        Opinion and consent of Davis, Graham & Stubbs LLP.

23.1        Consent of Davis, Graham & Stubbs LLP.  See Exhibit 5.1.

23.2        Consent of PricewaterhouseCoopers LLP.

-----------------
1 Filed  as an  exhibit  to the  Company's  Registration  Statement  on Form S-1
(Registration  No.  33-85904),  as declared  effective on December 15, 1994, and
incorporated herein by reference.

2 Filed as an exhibit to the Company's Form 8-K dated April 29, 1996, filed with
the Commission on April 30, 1996 and incorporated herein by reference.

3 Filed as an exhibit to the Company's  Form 8-A,  filed with the  Commission on
October 30, 1995 and incorporated herein by reference.

                                      II-9