As filed with the Securities and Exchange Commission on April 29, 2005

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

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

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

                                PLACER DOME INC.
             (Exact name of registrant as specified in its charter)

                   Canada                                        None
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification No.)

            1600-1055 Dunsmuir Street
             Vancouver, B.C., Canada                           V7X 1P1
    (Address of Principal Executive Offices)                  (Zip Code)

                             1987 STOCK OPTION PLAN
                               OF PLACER DOME INC.
                            (Full title of the plan)

                                Geoffrey P. Gold
                     Vice-President, Assistant Secretary and
                            Associate General Counsel
                                Placer Dome Inc.
                            1600-1055 Dunsmuir Street
                         Vancouver, B.C. Canada V7X 1P1
                     (Name and address of agent for service)
                                 (604) 682-7082
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 Robert M. Riggs
                          Carter Ledyard & Milburn LLP
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200


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

<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
 Title of securities to                            offering price per     aggregate offering
     be registered            Amount to be               share                   price                Amount of
                               registered                                                         registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                           <C>                 <C>                      <C>
Common Shares             35,400 shares                $26.75(1)               $946,950               $111.46
----------------------------------------------------------------------------------------------------------------------

Common Shares              8,000 shares                $30.03(1)               $240,240                $28.28
----------------------------------------------------------------------------------------------------------------------

Common Shares              2,500 shares                $29.21(1)               $73,025                  $8.60
----------------------------------------------------------------------------------------------------------------------

Common Shares            428,891 shares                $32.19(1)           $14,114,802              $1,661.31
----------------------------------------------------------------------------------------------------------------------

Total                    474,791 shares                                    $15,375,017                 $1,810
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, on the
     basis  of  the  exercise  price  of  the  options   outstanding  under  the
     registrant's  1987 Stock Option Plan with  respect to which the  underlying
     shares are being registered hereby.

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

This  Registration  Statement shall become effective  immediately upon filing as
provided in Rule 462(a) under the Securities Act of 1933.

Pursuant  to  General  Instruction  E to  Form  S-8,  the  common  shares  being
registered  hereunder  are  additional  securities  of  the  same  class  as the
Registrant's  common  shares  for which a  Registration  Statement  on Form S-8,
Registration No. 33-17334,  is effective relating to the Registrant's 1987 Stock
Option  Plan.  The contents of such earlier  Registration  Statement  are hereby
incorporated by reference.

                                       ii

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information*


Item 2. Registrant Information and Employee Plan Annual Information*


*This information is not required to be included in, and is not incorporated by
reference in, this Registration Statement.




<PAGE>



                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The following  documents  have been filed with the  Securities and Exchange
Commission by the Registrant and are incorporated herein by reference:

     (a) The  Registrant's  Annual  Report under cover of Form 40-F for the year
ended December 31, 2004, filed on March 4, 2005;

     (b) The Registrant's  Reports on Form 6-K filed on March 22, 2005 and March
23, 2005.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered hereby have been sold, or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.


Item 5. Interests of Named Experts and Counsel.

Geoffrey P. Gold,  Vice-President,  Assistant  Secretary and  Associate  General
Counsel of the  Registrant,  has given the  opinion  being filed as Exhibit 5 to
this  Registration  Statement  as  to  the  validity  of  the  securities  being
registered hereby.

Item 6. Indemnification of Officers and Directors

     Under the Canada Business  Corporations Act, the Registrant may indemnify a
present director or officer, a former director or officer, or another individual
who acts or acted at the  Registrant's  request as a director or officer,  or an
individual acting in a similar capacity,  of another entity,  against all costs,
charges and expenses,  including an amount paid to settle an action or satisfy a
judgment,  reasonably  incurred  by the  individual  in  respect  of any  civil,
criminal,  administrative,  investigative,  or other  proceeding  in  which  the
individual is involved  because of that association with the Registrant or other
entity,  and the  Registrant  may advance  moneys to such an individual  for the
costs,  charges  and  expenses  of such a  proceeding.  The  Registrant  may not
indemnify such an individual  unless the  individual  acted honestly and in good
faith with a view to the best interests of the  Registrant,  or, as the case may
be, to the best interests of the other entity for which the individual  acted as
a director or officer or in a similar

                                      II-1


<PAGE>


capacity  at the  Registrant's  request,  and,  in the  case  of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty, the
individual had reasonable  grounds for believing that the  individual's  conduct
was lawful.  In addition,  the individual  must repay any moneys advanced by the
Registrant if the  individual  has not fulfilled the  conditions  set out in the
preceding  sentence.  Such  indemnification  or advance of moneys may be made in
connection with a derivative action only with court approval. Such an individual
is entitled to  indemnification  from the Registrant as a matter of right if the
individual  was not  judged by the court or other  competent  authority  to have
committed any fault or omitted to do anything that the individual  ought to have
done, and the individual fulfilled the conditions set forth above.

     In accordance with and subject to the Canada Business Corporations Act, the
by-laws of the Registrant provide that it shall indemnify a director or officer,
a former director or officer,  or a person who acts or acted at the Registrant's
request as a director or officer,  or in a similar capacity,  of another entity,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by reason of being or having been a director or officer of the  Registrant
or other  entity if he acted  honestly and in good faith with a view to the best
interests of the Registrant or, as the case may be, to the best interests of the
other  entity  for  which he acted as a  director  or  officer  or in a  similar
capacity  at the  Registrant's  request,  and,  in the  case  of a  criminal  or
administrative  action or proceeding that is enforced by monetary  penalty,  had
reasonable  grounds for believing  that his conduct was lawful.  the  Registrant
shall  also  indemnify  such  person in such other  circumstances  as the Canada
Business Corporations Act or law permits or requires.

     The Registrant  maintains a directors' & officers' insurance policy for the
benefit of the directors  and officers of the  Registrant  and its  subsidiaries
against liability  incurred by them in their official  capacities for which they
become  obligated to pay to the extent permitted by applicable law in the amount
of U.S.$100,000,000.

Item 8. Exhibits.

        Exhibit No.
        -----------

        4         -    1987 Stock Option Plan

        5         -    Opinion of Geoffrey P. Gold, Esq.

        23.1      -    Consent of Ernst & Young LLP

        23.2      -    Consent of Geoffrey P. Gold, Esq. (included in Exhibit 5)

        24        -    Powers of Attorney

Item 9. Undertakings

(A) The undersigned registrant hereby undertakes:

                                      II-2



<PAGE>




          (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 of 1933;

          (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 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 end 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 a 20 percent change in the maximum approximate
     offering price set forth in the  Calculation of  Registration  Fee table in
     the effective registration statement.

          (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 (A)(1)(i) and (A)(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 with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

(B)  The  undersigned  registrant  hereby  undertakes  that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the

                                      II-3

<PAGE>


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 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 Vancouver,  Province of British Columbia,  Canada, on
April 29, 2005.


                                            PLACER DOME INC.


                                            By: /s/ Geoffrey P. Gold
                                                --------------------
                                               Geoffrey P. Gold
                                               Vice-President,
                                               Assistant Secretary and
                                               Associate General Counsel


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed on April 29, 2005 by the following person
in the capacities indicated.

Signature                                  Title
---------                                  -----


 /s/ Peter W. Tomsett
 --------------------                      President, Chief Executive
 Peter W. Tomsett                          Officer and Director



 /s/ Rex J. McLennan
 -------------------                       Executive Vice-President
 Rex J. McLennan                           and Chief Financial Officer
                                           (Principal Financial Officer)


  /s/ Bruce B. Nicol
  ------------------                       Vice-President and Controller
  Bruce B. Nicol                           (Principal Accounting
                                           Officer)

                                      II-5


<PAGE>









Signature                                  Title
---------                                  -----




---------------------------                Director
Donald J. Carty


 *
---------------------------                Director
G. Bernard Coulombe


 *
---------------------------                Director
John W. Crow


 *
---------------------------                Director
Robert M. Franklin


 *
---------------------------                Director
Graham Farquharson


 *
---------------------------                Director
David S. Karpin



---------------------------                Director
H. Clive Mather


 *
---------------------------                Director
Alan R. McFarland


 *
---------------------------                Director
Edythe A. Parkinson-Marcoux


 *
---------------------------                Director
Vernon F. Taylor III

                                      II-6

<PAGE>



Signature                                  Title
---------                                  -----


 *
---------------------------                Director
William G. Wilson


/s/ Robert M. Riggs
-------------------                        Authorized Representative
Robert M. Riggs                            in the United States


* By: /s/ Geoffrey P. Gold
      --------------------
         Geoffrey P. Gold
         Vice-President,
         Assistant Secretary and
         Associate General Counsel
         as Attorney-in-Fact


                                      II-7

<PAGE>









                                  EXHIBIT INDEX



Exhibit                             Description
-------              -----------------------------------------------------------

4                     1987 Stock Option Plan

5                     Opinion of Geoffrey P. Gold, Esq.

23.1                  Consent of Ernst & Young LLP

23.2                  Consent of Geoffrey P. Gold, Esq.  (included in Exhibit 5)

24                    Powers of Attorney




                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "s81987sop.txt", "description": "S-8 1987 STOCK OPTION PLAN", "secsgml_size_bytes": 19484}]
{"company-data": {"conformed-name": "PLACER DOME INC", "cik": "0000819996", "assigned-sic": "1040", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124491", "film-number": "05787007"}, "business-address": {"street1": "1055 DUNSMUIR ST STE 1600", "street2": "PO BOX 49330 BENTALL POSTAL STATION", "city": "VANCOUVER BC CANADA", "state": "A1", "phone": "6046827082"}, "mail-address": {"street1": "1600-1055 DUNSMUIR ST", "street2": "PO BOX 49330 BENTALL STATION", "city": "VANCOUVER", "state": "A1", "zip": "V7X1P1"}}
As filed with the Securities and Exchange Commission on April 29, 2005

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

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

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

                                PLACER DOME INC.
             (Exact name of registrant as specified in its charter)

                   Canada                                        None
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification No.)

            1600-1055 Dunsmuir Street
             Vancouver, B.C., Canada                           V7X 1P1
    (Address of Principal Executive Offices)                  (Zip Code)

                             1987 STOCK OPTION PLAN
                               OF PLACER DOME INC.
                            (Full title of the plan)

                                Geoffrey P. Gold
                     Vice-President, Assistant Secretary and
                            Associate General Counsel
                                Placer Dome Inc.
                            1600-1055 Dunsmuir Street
                         Vancouver, B.C. Canada V7X 1P1
                     (Name and address of agent for service)
                                 (604) 682-7082
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 Robert M. Riggs
                          Carter Ledyard & Milburn LLP
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200

================================================================================
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
 Title of securities to                            offering price per     aggregate offering
     be registered            Amount to be               share                   price                Amount of
                               registered                                                         registration fee
----------------------------------------------------------------------------------------------------------------------
Common Shares             35,400 shares                $26.75(1)               $946,950               $111.46
----------------------------------------------------------------------------------------------------------------------

Common Shares              8,000 shares                $30.03(1)               $240,240                $28.28
----------------------------------------------------------------------------------------------------------------------

Common Shares              2,500 shares                $29.21(1)               $73,025                  $8.60
----------------------------------------------------------------------------------------------------------------------

Common Shares            428,891 shares                $32.19(1)           $14,114,802              $1,661.31
----------------------------------------------------------------------------------------------------------------------

Total                    474,791 shares                                    $15,375,017                 $1,810
----------------------------------------------------------------------------------------------------------------------
(1)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, on the
     basis  of  the  exercise  price  of  the  options   outstanding  under  the
     registrant's  1987 Stock Option Plan with  respect to which the  underlying
     shares are being registered hereby.

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

This  Registration  Statement shall become effective  immediately upon filing as
provided in Rule 462(a) under the Securities Act of 1933.

Pursuant  to  General  Instruction  E to  Form  S-8,  the  common  shares  being
registered  hereunder  are  additional  securities  of  the  same  class  as the
Registrant's  common  shares  for which a  Registration  Statement  on Form S-8,
Registration No. 33-17334,  is effective relating to the Registrant's 1987 Stock
Option  Plan.  The contents of such earlier  Registration  Statement  are hereby
incorporated by reference.

                                       ii
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

*This information is not required to be included in, and is not incorporated by
reference in, this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  have been filed with the  Securities and Exchange
Commission by the Registrant and are incorporated herein by reference:

     (a) The  Registrant's  Annual  Report under cover of Form 40-F for the year
ended December 31, 2004, filed on March 4, 2005;

     (b) The Registrant's  Reports on Form 6-K filed on March 22, 2005 and March
23, 2005.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered hereby have been sold, or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.

Item 5. Interests of Named Experts and Counsel.

Geoffrey P. Gold,  Vice-President,  Assistant  Secretary and  Associate  General
Counsel of the  Registrant,  has given the  opinion  being filed as Exhibit 5 to
this  Registration  Statement  as  to  the  validity  of  the  securities  being
registered hereby.

Item 6. Indemnification of Officers and Directors

     Under the Canada Business  Corporations Act, the Registrant may indemnify a
present director or officer, a former director or officer, or another individual
who acts or acted at the  Registrant's  request as a director or officer,  or an
individual acting in a similar capacity,  of another entity,  against all costs,
charges and expenses,  including an amount paid to settle an action or satisfy a
judgment,  reasonably  incurred  by the  individual  in  respect  of any  civil,
criminal,  administrative,  investigative,  or other  proceeding  in  which  the
individual is involved  because of that association with the Registrant or other
entity,  and the  Registrant  may advance  moneys to such an individual  for the
costs,  charges  and  expenses  of such a  proceeding.  The  Registrant  may not
indemnify such an individual  unless the  individual  acted honestly and in good
faith with a view to the best interests of the  Registrant,  or, as the case may
be, to the best interests of the other entity for which the individual  acted as
a director or officer or in a similar

                                      II-1
capacity  at the  Registrant's  request,  and,  in the  case  of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty, the
individual had reasonable  grounds for believing that the  individual's  conduct
was lawful.  In addition,  the individual  must repay any moneys advanced by the
Registrant if the  individual  has not fulfilled the  conditions  set out in the
preceding  sentence.  Such  indemnification  or advance of moneys may be made in
connection with a derivative action only with court approval. Such an individual
is entitled to  indemnification  from the Registrant as a matter of right if the
individual  was not  judged by the court or other  competent  authority  to have
committed any fault or omitted to do anything that the individual  ought to have
done, and the individual fulfilled the conditions set forth above.

     In accordance with and subject to the Canada Business Corporations Act, the
by-laws of the Registrant provide that it shall indemnify a director or officer,
a former director or officer,  or a person who acts or acted at the Registrant's
request as a director or officer,  or in a similar capacity,  of another entity,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by reason of being or having been a director or officer of the  Registrant
or other  entity if he acted  honestly and in good faith with a view to the best
interests of the Registrant or, as the case may be, to the best interests of the
other  entity  for  which he acted as a  director  or  officer  or in a  similar
capacity  at the  Registrant's  request,  and,  in the  case  of a  criminal  or
administrative  action or proceeding that is enforced by monetary  penalty,  had
reasonable  grounds for believing  that his conduct was lawful.  the  Registrant
shall  also  indemnify  such  person in such other  circumstances  as the Canada
Business Corporations Act or law permits or requires.

     The Registrant  maintains a directors' & officers' insurance policy for the
benefit of the directors  and officers of the  Registrant  and its  subsidiaries
against liability  incurred by them in their official  capacities for which they
become  obligated to pay to the extent permitted by applicable law in the amount
of U.S.$100,000,000.

Item 8. Exhibits.

        Exhibit No.
        -----------

        4         -    1987 Stock Option Plan

        5         -    Opinion of Geoffrey P. Gold, Esq.

        23.1      -    Consent of Ernst & Young LLP

        23.2      -    Consent of Geoffrey P. Gold, Esq. (included in Exhibit 5)

        24        -    Powers of Attorney

Item 9. Undertakings

(A) The undersigned registrant hereby undertakes:

                                      II-2
(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 of 1933;

          (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 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 end 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 a 20 percent change in the maximum approximate
     offering price set forth in the  Calculation of  Registration  Fee table in
     the effective registration statement.

          (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 (A)(1)(i) and (A)(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 with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

(B)  The  undersigned  registrant  hereby  undertakes  that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the

                                      II-3
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 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 Vancouver,  Province of British Columbia,  Canada, on
April 29, 2005.

                                            PLACER DOME INC.

                                            By: /s/ Geoffrey P. Gold
                                                --------------------
                                               Geoffrey P. Gold
                                               Vice-President,
                                               Assistant Secretary and
                                               Associate General Counsel

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed on April 29, 2005 by the following person
in the capacities indicated.

Signature                                  Title
---------                                  -----

 /s/ Peter W. Tomsett
 --------------------                      President, Chief Executive
 Peter W. Tomsett                          Officer and Director

 /s/ Rex J. McLennan
 -------------------                       Executive Vice-President
 Rex J. McLennan                           and Chief Financial Officer
                                           (Principal Financial Officer)

  /s/ Bruce B. Nicol
  ------------------                       Vice-President and Controller
  Bruce B. Nicol                           (Principal Accounting
                                           Officer)

                                      II-5
Signature                                  Title
---------                                  -----

---------------------------                Director
Donald J. Carty

 *
---------------------------                Director
G. Bernard Coulombe

 *
---------------------------                Director
John W. Crow

 *
---------------------------                Director
Robert M. Franklin

 *
---------------------------                Director
Graham Farquharson

 *
---------------------------                Director
David S. Karpin

---------------------------                Director
H. Clive Mather

 *
---------------------------                Director
Alan R. McFarland

 *
---------------------------                Director
Edythe A. Parkinson-Marcoux

 *
---------------------------                Director
Vernon F. Taylor III

                                      II-6
Signature                                  Title
---------                                  -----

 *
---------------------------                Director
William G. Wilson

/s/ Robert M. Riggs
-------------------                        Authorized Representative
Robert M. Riggs                            in the United States

* By: /s/ Geoffrey P. Gold
      --------------------
         Geoffrey P. Gold
         Vice-President,
         Assistant Secretary and
         Associate General Counsel
         as Attorney-in-Fact

                                      II-7
EXHIBIT INDEX

Exhibit                             Description
-------              -----------------------------------------------------------

4                     1987 Stock Option Plan

5                     Opinion of Geoffrey P. Gold, Esq.

23.1                  Consent of Ernst & Young LLP

23.2                  Consent of Geoffrey P. Gold, Esq.  (included in Exhibit 5)

24                    Powers of Attorney

                                      II-8