Registration No. 333-

     As filed with the Securities and Exchange Commission on April 26, 2002
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



<TABLE>
<CAPTION>
<S>                                                          <C>
                NEWMONT MINING CORPORATION                                     NEWMONT USA LIMITED
  (Exact name of Registrant as specified in its charter)      (Exact name of Registrant as specified in its charter)
                         Delaware                                                    Delaware
              (State or other jurisdiction of                            (State or other jurisdiction of
              incorporation or organization)                              incorporation or organization)
                        84-1611629                                                  13-2526632
           (I.R.S. Employer Identification No.)                        (I.R.S. Employer Identification No.)

                    1700 Lincoln Street                                        1700 Lincoln Street
                  Denver, Colorado 80203                                      Denver, Colorado 80203
                      (303) 863-7414                                              (303) 863-7414
    (Address, including zip code, and telephone number,        (Address, including zip code, and telephone number,
 including area code, of Registrant's principal executive         including area code, of Registrant's principal
                         offices)                                               executive offices)
</TABLE>

                              Britt D. Banks, Esq.
                           Newmont Mining Corporation
                               1700 Lincoln Street
                             Denver, Colorado 80203
                                 (303) 863-7414
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                     Copies
                                       to:

                             Maureen Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                 (212) 819-8200


       Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
       If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
       If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.|X|
       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
       If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
                         CALCULATION OF REGISTRATION FEE
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<CAPTION>
 ==============================================================================================================================

                                                                   Proposed maximum       Proposed maximum
          Title of each class of               Amount to be          offering price       aggregate offering      Amount of
       Securities to be registered             registered (1)         per unit (1)             price (1)        registration
                                                                                                                     fee
 ------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>                   <C>                   <C>
 Common  Stock (and associated Preferred
    Stock Purchase Rights) (2)..........
 Preferred Stock (3)....................
 Warrants for Common Stock (4)..........
 Guaranteed Senior Debt Securities (5)..
 Guaranteed Subordinated Debt Securities
 (6)....................................
</TABLE>

<PAGE>
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<CAPTION>
<S>                                            <C>                   <C>                   <C>                    <C>
 Guarantees of Guaranteed Senior Debt
   Securities (5)
 Guarantees of Guaranteed Subordinated
   Debt Securities (6)..................
 Warrants for Guaranteed Debt Securities
 (7)....................................
 Total..................................        US$500,000,000 (8)    100%                   US$500,000,000 (8)    US$46,000
 ==============================================================================================================================
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended.
(2)  Subject to note (8) below, there is being registered hereunder an
     indeterminate number of shares of common stock (and associated preferred
     stock purchase rights) of Newmont Mining Corporation (the "Company") as may
     be issued from time to time at indeterminate prices, including shares
     issuable upon conversion of (i) guaranteed debt securities that are
     convertible into common stock or (ii) preferred stock that is convertible
     into common stock.
(3)  Subject to note (8) below, there is being registered hereunder an
     indeterminate number of shares of preferred stock of the Company as may be
     issued from time to time at indeterminate prices. Such shares of preferred
     stock may be convertible into shares of common stock of the Company.
(4)  Subject to note (8) below, there is being registered hereunder an
     indeterminate number of warrants of the Company as may be issued from time
     to time at indeterminate prices entitling the holder to purchase shares of
     common stock of the Company.
(5)  Subject to note (8) below, there is being registered hereunder an
     indeterminate principal amount of guaranteed senior debt securities of the
     Company and related guarantees thereof of Newmont USA Limited as may be
     issued from time to time at indeterminate prices. Such guaranteed senior
     debt securities may be convertible into shares of common stock of the
     Company.
(6)  Subject to note (8) below, there is being registered hereunder an
     indeterminate principal amount of guaranteed subordinated debt securities
     of the Company and related guarantees thereof of Newmont USA Limited as may
     be issued from time to time at indeterminate prices. Such guaranteed
     subordinated debt securities may be convertible into shares of common stock
     of the Company.
(7)  Subject to note (8) below, there is being registered hereunder an
     indeterminate number of warrants of the Company as may be issued from time
     to time at indeterminate prices entitling the holder to purchase guaranteed
     senior debt securities and/or guaranteed subordinated debt securities of
     the Company.
(8)  In no event will the aggregate offering price of all securities issued from
     time to time under this registration statement and the Company's
     Registration Statements on Form S-3 (Nos. 333-59141, 333-82671 and
     333-65810) exceed U.S.$1,000,000,000 or the equivalent thereof in one or
     more foreign currencies, foreign currency units or composite currencies.

         As a result of a reorganization on February 15, 2002 of Newmont USA
Limited, known at the time as Newmont Mining Corporation ("Old Newmont"), the
Company became the successor of Old Newmont. Pursuant to Rule 414(d) under the
Securities Act of 1933, the Company expressly adopts as its own, for all
purposes of the Securities Act and the Securities Exchange Act of 1934, the
Registration Statements on Form S-3 (Nos. 333-59141, 333-82671 and 333-65810)
previously filed by Old Newmont and, accordingly, affirms that the securities to
be issued under those Registration Statements shall be securities of the
Company. Pursuant to Rule 429 under the Securities Act, the prospectus included
in this registration statement also relates to $500,000,000 maximum aggregate
offering price of securities previously registered under Old Newmont's
Registration Statements on Form S-3 (Nos. 333-59141, 333-82671 and 333-65810).
This Registration Statement constitutes Post-Effective Amendment No. 3 to the
Registration Statement on Form S-3 (Registration No. 333-59141), Post-Effective
Amendment No. 4 to the Registration Statement on Form S-3 (Registration No.
333-82671) and Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (Registration No. 333-65810).

         The Registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS




NEWMONT MINING CORPORATION

       We may offer by this prospectus the following securities for sale:

               o    Common Stock

               o    Preferred Stock

               o    Warrants to purchase Common Stock

               o    Senior Debt Securities guaranteed by our subsidiary, Newmont
                    USA Limited

               o    Subordinated  Debt Securities  guaranteed by our subsidiary,
                    Newmont USA Limited

               o    Warrants to purchase Debt Securities


We will provide the specific terms of the securities that we are offering in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest.




Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities that may be offered by
this prospectus or have determined that this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.


This prospectus is dated ________, 2002.


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                                TABLE OF CONTENTS

About This Prospectus.........................................................1
Newmont Mining Corporation....................................................1
Use of Proceeds...............................................................1
Ratios of Earnings to Fixed Charges and
    Preferred Stock Dividends.................................................1
Description of Our Capital Stock..............................................2
Description of Common Stock Warrants.........................................13
Description of Debt Securities and Guarantees................................15
Description of Debt Security Warrants........................................26
U.S. Federal Income Tax
    Considerations as a Real Property
    Holding Corporation......................................................27
Plan of Distribution.........................................................28
Legal Opinion................................................................29
Experts......................................................................29
Where You Can Find More Information..........................................29



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                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. The shelf process allows us to
sell any combination of the securities described in this prospectus in one or
more offerings up to a total offering price of $1,000,000,000.

         This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement with specific information about the terms of the
securities. The prospectus supplement may also update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."

                           NEWMONT MINING CORPORATION


Background

         Newmont Mining Corporation's original predecessor corporation was
incorporated in 1921 under the laws of Delaware. On February 13, 2002, at a
special meeting of the stockholders of Newmont Mining Corporation, the
stockholders approved adoption of an Agreement and Plan of Merger that provided
for a restructuring of Newmont Mining Corporation to facilitate the February
2002 acquisitions described below and to create a more flexible corporate
structure. Newmont Mining Corporation merged with an indirect, wholly-owned
subsidiary, which resulted in Newmont Mining Corporation becoming a direct
wholly-owned subsidiary of a new holding company. Newmont Mining Corporation was
renamed Newmont USA Limited and the new holding company was renamed Newmont
Mining Corporation. There was no impact to the consolidated financial statements
of Newmont Mining Corporation as a result of this restructuring and former
stockholders of Newmont Mining Corporation became stockholders of the new
holding company. In this prospectus, "Newmont Mining," "we," "our" and "us"
refer to Newmont Mining Corporation after giving effect to the restructuring
described above, unless the context specifically requires otherwise.

         On February 16, 2002, Newmont Mining completed the acquisition of
Franco-Nevada Mining Corporation Limited, a Canadian company, pursuant to a Plan
of Arrangement. As a result, Franco-Nevada became a subsidiary of Newmont Mining
and subsequently changed its name to Newmont Mining Corporation of Canada
Limited. On February 20, 2002, Newmont Mining gained control of Normandy Mining
Limited, an Australian company, through an off-market bid for all of the
ordinary shares in the capital of Normandy. On February 26, 2002, when Newmont
Mining's off-market bid for Normandy expired, Newmont Mining had a relevant
interest in more than 96% of Normandy's outstanding shares. Newmont Mining is
exercising compulsory acquisition rights under Australian law to acquire all of
the shares of Normandy that Newmont Mining does not own and expects this process
to be completed in April 2002.

Newmont Mining and Newmont USA

         We are engaged in the production of gold, the exploration for gold and
the acquisition and development of gold properties worldwide. We produce gold
from operations in North America, South America, Australia, New Zealand,
Indonesia, Uzbekistan and Turkey. We are also engaged in the production of, and
exploration for, copper and zinc.

         As a result of the restructuring described above, Newmont USA is a
subsidiary of Newmont Mining. The operations of Newmont USA and its subsidiaries
consist primarily of those of Newmont Mining Corporation and its subsidiaries
prior to the February 2002 acquisitions referred to above.

         Newmont Mining is primarily a holding company and has no material
operations, sources of income or assets other than our equity interest in our
subsidiaries. Because substantially all of our operations are conducted by our
subsidiaries, our operating cash flow and our ability to service our
indebtedness, including any debt securities that may be issued pursuant to this
prospectus, depends upon the cash flow of our subsidiaries and their ability to



<PAGE>
make transfers to us in the form of loans, dividends or otherwise. Our
subsidiaries are separate legal entities that have no obligation to pay any
amounts due pursuant to such debt securities, other than Newmont USA through its
guarantees of such debt securities, or to make any funds available for that
purpose in the form of dividends, interest, loans, advances or other payments.
If we cannot obtain sufficient funds from our subsidiaries, we may not be able
to meet our obligations on the debt securities that may be issued pursuant to
this prospectus.


         Newmont Mining's right and the ability of holders of its securities to
participate in any distribution of assets of Newmont USA or any other subsidiary
of Newmont Mining upon its liquidation or reorganization are subject to the
prior claims of creditors of Newmont USA or such other subsidiary, as the case
may be. Such claims may include claims by holders of debt of Newmont USA or such
other subsidiary, as the case may be, and claims by creditors in the ordinary
course of business.

         Newmont Mining's and Newmont USA's principal executive offices are
located at 1700 Lincoln Street, Denver, Colorado 80203. Our telephone number is
(303) 863-7414.

                                 USE OF PROCEEDS

         Unless we state otherwise in a prospectus supplement, the net proceeds
from the sale of any securities will be used for general corporate purposes
including the repayment of debt, acquisitions, additions to working capital and
capital expenditures.

                           RATIOS OF EARNINGS TO FIXED
                      CHARGES AND PREFERRED STOCK DIVIDENDS

         The following table contains our ratios of earnings to fixed charges
for the periods indicated. Earnings in 2001, 1999 and 1998 were inadequate to
cover fixed charges with a deficiency of $14 million in 2001, $51 million in
1999 and $706 million in 1998.



                         Year ended December 31,
                         -----------------------
             2001         2000       1999       1998       1997
             ----         ----       ----       ----       ----

             0.9          1.1         0.5        ---       1.9



         The following table contains our ratios of earnings to fixed charges
and preferred stock dividends for the periods indicated. Earnings in 2001, 2000,
1999 and 1998 were inadequate to cover fixed charges and preferred stock
dividends with a deficiency of $37 million in 2001, $10 million in 2000, $74
million in 1999 and $729 million in 1998.

                        Year ended December 31,
                        -----------------------
            2001         2000       1999       1998       1997
            ----         ----       ----       ----       ----

            0.7          0.9         0.4        ---       1.6


          For the purposes of these  tables,  fixed  charges are  calculated  by
adding the following:

          o    interest expensed and capitalized,

          o    amortized premiums, discounts and capitalized expenses related to
               indebtedness,

          o    an estimate of the interest within rental expense and

                                      -2-
<PAGE>

          o    preferred    stock   dividend    requirements   of   consolidated
               subsidiaries, if any.

          For purposes of these tables, earnings are calculated by adding:

          o    pre-tax income from continuing  operations  before adjustment for
               minority interests in consolidated subsidiaries or income or loss
               from equity investees,

          o    fixed charges,

          o    amortization of capitalized interest,

          o    distributed income of equity investees and

          o    our share of pre-tax losses of equity investees for which charges
               arising from guarantees are included in fixed charges

          o    and then subtracting:

          o    capitalized interest,

          o    preferred    stock   dividend    requirements   of   consolidated
               subsidiaries, if any, and

          o    minority  interests in pre-tax income of  subsidiaries  that have
               not incurred fixed charges.

The term "equity investees" means investments that we account for using the
equity method of accounting. The term "preferred stock dividend" means the
amount of pre-tax earnings that is required to pay the dividends on outstanding
preferred stock.

                        DESCRIPTION OF OUR CAPITAL STOCK

          The rights of our stockholders will be governed by Delaware law, our
certificate of incorporation and our by-laws. The following is a summary of the
material terms of our capital stock and is qualified in its entirety by
reference to the applicable provisions of Delaware law, our certificate of
incorporation and by-laws and the rights agreement, dated as of February 13,
2002, between us and Mellon Investor Services LLC, as rights agent, relating to
rights to purchase shares of our series A junior participating preferred stock.
Copies of our certificate of incorporation, our by-laws and our rights agreement
are exhibits to the registration statement of which this prospectus is a part.


          As of April 12, 2002, we had 755,000,000  shares of authorized capital
stock. Those shares consisted of:

          o    5,000,000 shares of preferred stock, par value $5.00 per share,
               of which (1) 2,299,980 shares of our $3.25 convertible preferred
               stock were outstanding (but which are scheduled to be redeemed on
               May 15, 2002 as described below) and (2) one share of special
               voting stock was outstanding; and

          o    750,000,000 shares of common stock, par value $1.60 per share, of
               which (1) 336,047,922 shares were outstanding, including shares
               evidenced by Australian CHESS depositary interests which
               represent beneficial ownership of shares of common stock of
               Newmont Mining on a ten-for-one basis and (2) 55,719,295 shares
               were issuable upon conversion of the exchangeable shares of
               Newmont Mining Corporation of Canada Limited (formerly known as
               Franco-Nevada Mining Corporation Limited), which were issued in
               connection with our acquisition of Franco-Nevada, have economic
               rights equivalent to those of our common stock and are
               exchangeable on a one-for-one basis with shares of our common
               stock.

          The holder of the outstanding share of special voting stock exercises
the voting and other rights attached to the share as trustee for and on behalf
of the registered holders of outstanding shares of the exchangeable shares.


Common Stock


                                      -3-
<PAGE>

          The following is a summary of our common stock. The description of our
common stock is qualified in its entirety by reference to our certificate of
incorporation, our by-laws and Delaware law.

Dividend Rights

          Holders of our common  stock may  receive  dividends  when,  as and if
declared by our Board out of funds of Newmont Mining  legally  available for the
payment of dividends.  Subject to the terms of any outstanding  preferred stock,
holders of our common stock may not receive  dividends  until we have  satisfied
our obligations to any holders of our preferred stock.

          As a Delaware corporation, we may pay dividends out of surplus or, if
there is no surplus, out of net profits for the fiscal year in which a dividend
is declared and/or the preceding fiscal year. Section 170 of the Delaware
General Corporation Law also provides that dividends may not be paid out of net
profits if, after the payment of the dividend, capital is less than the capital
represented by the outstanding stock of all classes having a preference upon the
distribution of assets.

Voting and Other Rights

          Holders of our common stock are entitled to one vote per share and, in
general, a majority of votes cast with respect to a matter will be sufficient to
authorize action upon routine matters.

          Holders of shares of our convertible preferred stock and the special
voting share are entitled to vote, as a single class, together with the holders
of shares of our common stock on all matters on which our stockholders are
entitled to vote. For purposes of voting, "shares of our capital stock" includes
shares of our common stock (including shares represented by Australian CHESS
depositary interests) and our convertible preferred stock, as well as the
maximum number of shares of common stock that the holder of the special voting
share is entitled to vote on behalf of the holders of the outstanding
exchangeable shares.

          Our Board is not classified. Directors are to be elected by a
plurality of those shares of our capital stock present and entitled to vote at a
meeting of stockholders, and our stockholders do not have the right to cumulate
their votes in the election of directors.

Liquidation

          In the event of any liquidation, dissolution or winding up of Newmont
Mining, holders of our common stock would be entitled to receive proportionately
any assets legally available for distribution to our stockholders with respect
to shares held by them, subject to any prior rights of the holders of any of our
preferred stock then outstanding. Immediately prior to any liquidation,
dissolution or winding up of Newmont Mining, all holders of exchangeable shares
would become holders of our common stock pursuant to the terms of the
exchangeable shares and would therefore be entitled to share ratably in any
distribution to other holders of common stock.

Redemption

          Newmont Mining common stock is not redeemable or convertible.

Preferred Share Purchase Rights


          Each issued share of our common stock includes a preferred stock
purchase right. See "Anti-Takeover Provisions - Stockholders Rights Plan" below.


Other Provisions


          All of the issued and outstanding shares of our common stock are
validly issued, fully paid and nonassessable. Holders of our common stock have
no preemptive rights with respect to any securities of Newmont Mining.


                                      -4-
<PAGE>

Listing

          Our common stock trades on the New York Stock Exchange under the
symbol "NEM." ChaseMellon Stockholder Services, L.L.C. is the registrar,
transfer agent, conversion agent and dividend disbursing agent for the common
stock.

          Our common stock also trades in the form of Australian CHESS
depositary interests on the Australian Stock Exchange under the symbol "NEM".

Newmont Mining CDIs

          The Newmont Mining Australian CHESS depositary interests (the "CDIs")
are units of beneficial ownership in our common stock held by CHESS Depositary
Nominees Pty Ltd. (ACN 071346506) ("CDN"), a wholly owned subsidiary of the
Australian Stock Exchange Limited (ACN 008624691). The Newmont Mining CDIs
entitle holders to dividends and other rights economically equivalent to our
common stock on a ten-for-one basis, including the right to attend Newmont
Mining stockholders' meeting. The Newmont Mining CDIs are convertible at the
option of the holders into our common stock on a ten-for-one basis. CDN, as the
stockholder of record, will vote the underlying shares of our common stock in
accordance with the directions of the CDI holders.


Preferred Stock - General


          Our preferred stock is issuable in series. Our board of directors has
the power to fix various terms for each series of preferred stock, including the
following:

          o    voting powers,

          o    designations,

          o    preferences,

          o    the relative participating and option or other rights,

          o    qualifications and

          o    limitations and restrictions.

A description of our outstanding preferred stock is set forth below.


$3.25 Convertible Preferred Stock

          The following is a summary of our $3.25 convertible preferred stock.
The form of the certificate of designations setting forth the terms of the $3.25
convertible preferred stock is an exhibit to the registration statement of which
this prospectus is a part. The description of our $3.25 convertible preferred
stock is qualified in its entirety by reference to the form of certificate of
designations.

          On April 12, 2002, we announced the redemption of all of the issued
and outstanding shares of our convertible preferred stock as of the close of
business on May 15, 2002 for a redemption price of $50.325 per share, plus
$0.8125 per share in respect of all dividends that will have accrued as of the
redemption date. In settlement of the total redemption price of $51.1375 per
share, we will issue to holders of record of the convertible preferred stock
1.9187 shares of our common stock for each share of convertible preferred stock.
As of May 16, 2002, no shares of convertible preferred stock will be
outstanding.

Ranking


                                      -5-
<PAGE>

          The convertible preferred stock ranks prior, both as to payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of Newmont Mining, to our common stock.

Dividend Rights

          Holders of shares of our convertible preferred stock may receive,
when, as and if declared by our Board out of funds of Newmont Mining legally
available for the payment of dividends, an annual cash dividend of $3.25 per
share, payable in equal quarterly installments. Dividends on the convertible
preferred stock accrue without interest and are cumulative from the date of
initial issuance. Dividends will be payable to holders of record as they appear
on our stock transfer books on the record dates as are fixed by our Board.

          Unless full cumulative dividends on the convertible preferred stock
have been paid or declared and sums set aside for the payment thereof, we may
not (1) pay or declare and set aside for payment dividends (other than in common
stock or any other capital stock of Newmont Mining ranking junior to the
convertible preferred stock as to dividends and as to liquidation rights), (2)
make other distributions upon the common stock or on any other capital stock of
Newmont Mining ranking junior to or on a parity with the convertible preferred
stock as to dividends or (3) redeem, purchase or otherwise acquire for any
consideration either common stock or any other stock of Newmont Mining ranking
junior to the convertible preferred stock as to dividends.

Voting Rights

          Holders of our convertible preferred stock are entitled to vote, as a
single class, together with the holders of common stock on all matters relating
to Newmont Mining on which holders of our common stock are entitled to vote.
Holders of shares of convertible preferred stock are entitled to cast not less
than one vote for each share they hold.

          Holders of our convertible preferred stock have voting rights as
described below and as required by law. Each outstanding share of convertible
preferred stock is entitled to one vote, excluding shares held by us or any
entity controlled by us, which shares will have no voting rights.

          Whenever dividends on the convertible preferred stock have not been
paid in an aggregate amount equal to at least six quarterly dividends on those
shares, whether or not consecutive, the number of directors of Newmont Mining
will be increased by two, and the holders of the convertible preferred stock,
voting separately as a class with the holders of any outstanding shares of stock
on a parity as to dividends with the convertible preferred stock on which like
voting rights have been conferred and are exercisable, will be entitled to elect
those two additional directors to our Board at any meeting of our stockholders
at which directors are to be elected until all dividends accrued and in default
have been paid in full or set apart for payment in full. The term of office of
all directors so elected will terminate immediately upon this payment or a
setting apart for payment.

          In addition, so long as any convertible preferred stock is
outstanding, we will not, without the affirmative vote or consent of the holders
of at least 66 2/3% of all outstanding shares of convertible preferred stock,
voting separately as a class, (1) amend, alter or repeal any provision of our
certificate of incorporation or by-laws so as to affect adversely the relative
rights, preferences, qualifications, limitations or restrictions of the
convertible preferred stock, (2) authorize or issue or increase the authorized
amount of any additional class or series of stock, or any security convertible
into stock of that class or series, ranking senior to the convertible preferred
stock as to dividends or as to rights upon liquidation, dissolution or winding
up of Newmont Mining or (3) effect any reclassification of the convertible
preferred stock.

Conversion Rights

          Each share of convertible preferred stock is convertible at any time
at the option of the holder into the number of shares of our common stock
obtained by dividing $50.00 by the conversion price of $100, subject to
adjustment. However, because the shares of convertible preferred stock have been
called for redemption, the conversion right with respect thereto will terminate
at the close of business on, May 15, 2002, the date fixed for redemption, and
will be lost if not exercised prior to that time, unless we default in payment
of the redemption


                                      -6-
<PAGE>

obligation. We will not deliver fractional shares of common stock upon
conversion, but will pay a cash adjustment for these fractional interests based
on the then current market price of the common stock.

          In case of (1) any consolidation or merger to which Newmont Mining is
a party other than a merger or consolidation in which Newmont Mining is the
continuing corporation and in which the common stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of another corporation, (2) any sale or transfer to another
corporation of the property of Newmont Mining as an entirety or substantially as
an entirety, or (3) any statutory exchange of securities with another
corporation other than in connection with a merger or acquisition, there will be
no adjustment of the conversion price. In these events, each holder of the
then-outstanding convertible preferred stock will have the right, at the
holder's option, to convert that holder's convertible preferred stock into the
kind and amount of securities, cash or other property receivable upon the
consolidation, merger, statutory exchange, sale or transfer by a holder of the
number of shares of common stock into which that holder's convertible preferred
stock might have been converted immediately prior to the consolidation, merger,
statutory exchange, sale or transfer, assuming that holder of common stock
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash or other property receivable upon the consolidation, merger,
statutory exchange, sale or transfer. However, if the kind or amount of
securities, cash or other property receivable upon the consolidation, merger,
statutory exchange, sale or transfer is not the same for each non-electing
share, then the kind and amount of securities, cash or other property receivable
upon the consolidation, merger, statutory exchange, sale or transfer for each
non-electing share will be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares.

          Convertible preferred stock surrendered for conversion after the close
of business on a record date for payment of dividends and before the opening of
business on the next succeeding dividend payment date, unless the convertible
preferred stock is subject to redemption on a redemption date in that period,
must be accompanied by payment of an amount equal to the dividend thereon which
is to be paid on that dividend payment date. Subject to the foregoing, no
payments or adjustments will be made upon conversion on account of accrued
dividends on the convertible preferred stock or for any dividends or
distributions on any shares of common stock delivered upon the conversion.

Liquidation Rights

          In the event of any liquidation, dissolution or winding up of Newmont
Mining, the holders of shares of convertible preferred stock are entitled to
receive a liquidation preference of $50.00 per share, plus an amount equal to
any accrued and unpaid dividends to the date of payment before any distribution
of assets is made to holders of common stock or any other capital stock that
ranks junior to the convertible preferred stock as to liquidation rights. The
holders of convertible preferred stock and all series or classes of our capital
stock hereafter issued that rank on a parity as to liquidation rights with the
convertible preferred stock are entitled to share ratably, in accordance with
the respective preferential amounts payable on that stock, in any distribution
which is not sufficient to pay in full the aggregate of the amounts payable
thereon. After payment in full of the liquidation preference of the shares of
the convertible preferred stock, the holders of the shares will not be entitled
to any further participation in any distribution of assets by Newmont Mining.
Neither a consolidation, merger or other business combination of Newmont Mining
with or into another corporation or other entity nor a sale or transfer of all
or part of Newmont Mining's assets for cash, securities or other property will
be considered a liquidation, dissolution or winding up of Newmont Mining.

Redemption

          The convertible preferred stock is redeemable, at the option of
Newmont Mining, in whole or in part, for shares of common stock, at any time.
Pursuant to the terms of the convertible preferred stock, on April 12, 2002, we
announced the redemption of all issued and outstanding shares of the convertible
preferred stock as of the close of business on May 15, 2002.

          Pursuant to the terms of the convertible preferred stock, we will pay
a redemption price of $50.325 per share, plus $0.8125 per share for all
dividends that will have accrued on the convertible preferred stock at the
redemption date. In settlement of the total redemption price of $51.1375 per
share, we will issue to holders of the convertible preferred stock 1.9187 shares
of our common stock for each share of convertible preferred stock


                                      -7-
<PAGE>

redeemed, except that in lieu of any fractional share of common stock, we will
pay cash (calculated to the nearest cent) in an amount equal to $26.6525
multiplied by any fractional interest that otherwise would have been
deliverable.

          Notice of redemption was mailed on April 15, 2002 to each holder of
record of shares of convertible preferred stock at the address shown on our
stock transfer books. After May 15, 2002, dividends will cease to accrue on the
shares of convertible preferred stock and all rights of the holders of the
convertible preferred stock will terminate, except the right to receive shares
of common stock equal to the redemption price without interest or adjustment
from changes in the market value of the common stock. At the close of business
on May 15, 2002, each holder of convertible preferred stock so redeemed, without
any further action, will be deemed a holder of the number of shares of common
stock for which the convertible preferred stock is redeemable.

Other Provisions

          All of the outstanding shares of convertible preferred stock are
validly issued, fully paid and nonassessable. Holders of our convertible
preferred stock have no preemptive rights with respect to any securities of
Newmont Mining.

Listing


          Our convertible preferred stock are listed on the New York Stock
Exchange. ChaseMellon Stockholder Services, L.L.C. is the registrar, transfer
agent, conversion agent and dividend disbursing agent for the convertible
preferred stock and the transfer agent and registrar for the common stock
issuable upon conversion or redemption thereof.

Special Voting Stock

          The following is a summary of our special voting stock, which consists
of a share of preferred stock with special voting rights. The description of our
special voting stock is qualified in its entirety by reference to the
certificate of designations setting forth the terms of the special voting stock
which is an exhibit to the registration statement of which this prospectus is a
part.

          Computershare Trust Company of Canada, as trustee under a voting and
exchange trust agreement, holds the outstanding share of special voting stock.
The holder of the special voting share exercises the voting and other rights
attached to the share as trustee for and on behalf of the registered holders of
the exchangeable shares of our wholly-owned subsidiary, Newmont Mining
Corporation of Canada Limited, formerly known as Franco-Nevada Mining
Corporation Limited ("Newmont Canada"). The exchangeable shares have economic
rights equivalent to those of our common stock and are exchangeable on a
one-for-one basis with shares of our common stock. The following is a summary
description of the material provisions of the rights, privileges, restrictions
and conditions attaching to the special voting share and the related
exchangeable shares as they affect Newmont Mining.

Ranking

          With respect to distributions of assets upon liquidation, dissolution
or winding up of Newmont Mining, the special voting share ranks (1) senior to
our common stock, (2) on parity with our other preferred stock and (3) junior to
any other class or series of capital stock of Newmont Mining.

Dividend Rights

          The special voting share is not entitled to receive dividends.

          Holders of exchangeable shares are entitled to receive dividends from
Newmont Canada which are equivalent to any declared by our Board of Directors on
our common stock. These dividends will be paid out of mo ney, assets or property
of Newmont Canada properly applicable to the payment of dividends, or out of
authorized but unissued shares of Newmont Canada, as applicable. Holders of
exchangeable shares are not entitled to any


                                      -8-
<PAGE>

dividends other than or in excess of the foregoing dividends. The record date
for the determination of the holders of exchangeable shares entitled to receive
payment of, and the payment date for, any dividend declared on the exchangeable
shares will be the same dates as the record date and payment date, respectively,
for the corresponding dividend declared on shares of our common stock.

Voting Rights

          Holders of exchangeable shares are not holders of our common stock
and, therefore, do not have the direct right to vote on matters relating to
Newmont Mining on which our stockholders are entitled to vote.

          The holder of the special voting share has the right to vote together
with the holders of our common stock on all matters on which holders of our
common stock are entitled to vote. The holder of the special voting share is
entitled to cast a number of votes equal to the lesser of (1) the number of
exchangeable shares outstanding from time to time (except those exchangeable
shares held by us or our affiliates) and (2) 10% of the total number of votes
attached to the shares of our common stock then outstanding. The holder of the
special voting share will exercise the voting and others rights attached to the
share only on the basis of instructions received from holders of exchangeable
shares, as trustee for and on behalf of the registered holders of the
exchangeable shares.

Certain Restrictions

          So long as any of the exchangeable shares not owned by us or our
affiliates are outstanding:

               (1) without the approval of the holders of the exchangeable
shares and Newmont Canada (unless in each case the economic equivalent is
simultaneously issued, distributed or made, as the case may be, to the holders
of exchangeable shares), we will not:

               o    issue or distribute shares of our common stock, or
                    securities exchangeable for or convertible into or carrying
                    rights to acquire shares of our common stock, to the holders
                    of all or substantially all of the then outstanding shares
                    of our common stock by way of stock dividend or other
                    distribution, other than an issue of shares of our common
                    stock, or securities exchangeable for or convertible into or
                    carrying rights to acquire shares of our common stock, to
                    holders of shares of our common stock (a) who exercise an
                    option to receive dividends in shares of our common stock or
                    securities exchangeable for or convertible into or carrying
                    rights to acquire shares of our common stock, in lieu of
                    receiving cash dividends, or (b) pursuant to any dividend
                    reinvestment plan or similar arrangement;

               o    issue or distribute rights, options or warrants to the
                    holders of all or substantially all of the then outstanding
                    shares of our common stock entitling them to subscribe for
                    or to purchase shares of our common stock, or securities
                    exchangeable for or convertible into or carrying rights to
                    acquire shares of our common stock;

               o    issue or distribute to the holders of all or substantially
                    all of our then outstanding shares of common stock (a)
                    shares or securities (including evidences of indebtedness)
                    of Newmont Mining of any class (other than shares of our
                    common stock or securities convertible into or exchangeable
                    for or carrying rights to acquire shares of our common
                    stock), or (b) rights, options, warrants or other assets
                    other than those referred to above;

               o    subdivide, redivide or change our then outstanding shares of
                    common stock into a greater number of shares of our common
                    stock;

               o    reduce, combine, consolidate or change our then outstanding
                    shares of common stock into a lesser number of shares of our
                    common stock; or


                                      -9-
<PAGE>

               o    reclassify or otherwise change shares of our common stock or
                    effect an amalgamation, merger, reorganization or other
                    transaction affecting shares of our common stock.

               (2) in the event that a tender offer, share exchange offer,
issuer bid, takeover bid or similar transaction with respect to shares of our
common stock is proposed by us or is proposed to us or our stockholders and is
recommended by our Board, or is otherwise effected or to be effected with the
consent or approval of the our Board, and the exchangeable shares are not
redeemed by Newmont Canada or purchased by us (or our wholly-owned subsidiary,
Newmont Holdings ULC), we will expeditiously and in good faith take all actions
and do all things as are reasonably necessary or desirable to enable and permit
holders of exchangeable shares (other than us and our affiliates) to participate
in the transaction to the same extent and on an economically equivalent basis as
the holders of shares of our common stock, without discrimination. Without
limiting the generality of the foregoing, we will take all actions and do all
things as are reasonably necessary or desirable to ensure that holders of
exchangeable shares may participate in each similar transaction without being
required to retract exchangeable shares as against Newmont Canada or, if so
required, to ensure that any retraction, shall be effective only upon, and shall
be conditional upon, the closing of that transaction and only to the extent
necessary to participate in the transaction.

Liquidation Rights

          In the event of the liquidation, dissolution or winding-up of Newmont
Mining, (1) the holder of the special voting share will be entitled to receive
an amount equal to $0.001 and (2) all of the exchangeable shares will
automatically be exchanged for shares of our common stock. We will purchase each
exchangeable share on the fifth business date prior to the liquidation,
dissolution or winding up for a purchase price per share to be satisfied by the
delivery of one share of our common stock, together with all declared and unpaid
dividends on the exchangeable shares, if any.

          In the event of the liquidation, dissolution or winding-up of Newmont
Canada, we (or Newmont Holdings ULC) have the right to purchase all, but not
less than all, of the outstanding exchangeable shares from the holders thereof
upon payment of a liquidation amount. The liquidation amount will be the amount
per exchangeable share that a holder of exchangeable shares is entitled to
receive pursuant to the provisions attached to the exchangeable shares on the
liquidation, dissolution or winding-up of Newmont Canada, to be satisfied by the
delivery of one share of our common stock, together with all declared and unpaid
dividends on the exchangeable shares, if any.

Redemption and Retraction

          The special voting share is not redeemable or convertible, except, if
no exchangeable shares, other than exchangeable shares held by us or our
affiliates, or securities which could give rise to the issuance of any
exchangeable shares to any person are outstanding, the special voting share will
automatically be redeemed for $0.001.

          Holders of exchangeable shares are entitled at any time, upon delivery
of a certificate representing their exchangeable shares and a duly executed
retraction request, to require Newmont Canada to redeem their exchangeable
shares. The retraction price will be the amount per exchangeable share that a
holder of exchangeable shares is entitled to receive pursuant to the provisions
attached to the exchangeable shares on a retraction of an exchangeable share, to
be satisfied by the delivery of one share of our common stock, together with all
declared and unpaid dividends on the exchangeable shares, if any. Newmont Canada
must deliver all retraction requests to us (or Newmont Holdings ULC), whereupon
we (or Newmont Holdings ULC), instead of Newmont Canada, will have the right to
purchase for the retraction price the exchangeable shares that are the subject
of the request. If we do not exercise this right, Newmont Canada is required to
effect the redemption.

          On or at any time after the seventh anniversary of the date on which
the exchangeable shares were first issued, subject to acceleration in some
circumstances, Newmont Canada is required to redeem all the outstanding
exchangeable shares. The redemption price will be the amount per exchangeable
share that a holder of exchangeable shares is entitled to receive pursuant to
the provisions of the exchangeable shares on a redemption of exchangeable
shares, to be satisfied by the delivery of one share of our common stock,
together with all declared and unpaid dividends, if any. In this event, we (or
Newmont Holdings ULC) will have the overriding right to acquire the


                                      -10-
<PAGE>

outstanding exchangeable shares in exchange for the redemption price on the
redemption date. If we exercise this right, Newmont Canada's obligation to
redeem the exchangeable shares will terminate.

Listing

          The exchangeable shares are listed on the Toronto Stock Exchange under
the symbol "NMC".

Anti-Takeover Provisions

          Article Ninth of our certificate of incorporation and our rights
agreement may make it more difficult for various corporations, entities or
persons to acquire control of us or to remove management.

Approval of Various Mergers, Consolidations, Sales and Leases

          Article Ninth of our certificate of incorporation requires us to get
the approval of the holders of 80% of all classes of our capital stock who are
entitled to vote in elections of directors, voting together as one class, to
enter into the following types of transactions:

          o    a merger or consolidation between us and another corporation that
               holds 10% or more of our outstanding shares;

          o    the sale or lease of all or a substantial part of our assets to
               another corporation or entity that holds 10% or more of our
               outstanding shares; or

          o    any sale or lease to us of assets worth more than $10 million in
               exchange for our securities by another corporation or entity that
               holds 10% or more of our outstanding shares.


However, Article Ninth does not apply to any transaction if:

          o    our Board approves the transaction before the other corporation,
               person or entity becomes a holder of 10% or more of our
               outstanding shares; or

          o    we or our subsidiaries own a majority of the outstanding voting
               shares of the other corporation.

          Article Ninth can only be altered or repealed with the approval of the
holders of 80% of all classes of our capital stock who are entitled to vote in
elections of directors, voting together as one class.

Stockholders Rights Plan

          On January 30, 2002, our Board declared a dividend of one preferred
share purchase right for each outstanding share of our common stock. The
dividend was paid on February 15, 2002 to the stockholders of record on February
15, 2002. The rights were issued pursuant to the terms of the Rights Agreement,
dated as of February 13, 2002 between Newmont Mining and Mellon Investor
Services LLC, as the rights agent.

          Our Board has adopted this rights agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon any person or group which acquires 15% or
more of our outstanding common stock without the approval of our Board of
Directors. The rights agreement should not interfere with any merger or other
business combination approved by our Board.

          The following is a summary description of our rights agreement and
should be read together with the entire rights agreement, which is included as
an exhibit to the registration statement of which this prospectus forms a part.

                                      -11-

<PAGE>

          The Rights. Our Board authorized the issuance of a right with respect
to each share of common stock outstanding on February 15, 2002. The rights
initially trade with, and are inseparable from, shares of our common stock. The
rights are evidenced only by certificates that represent shares of our common
stock. New rights will accompany any new shares of our common stock that we
issue after February 15, 2002 until the Distribution Date described below.

          Exercise Price. Each right allows its holder to purchase from Newmont
Mining one one-thousandth of a share of Series A Junior Participating Preferred
Stock ("preferred share") for $100, once the rights become exercisable. This
portion of a preferred share will give the stockholder approximately the same
dividend, voting and liquidation rights as would one share of common stock.
Prior to exercise, the right does not give its holder any dividend, voting or
liquidation rights.

          Exercisability. The rights are not exercisable until:

               o    10 days after the public announcement that a person or group
                    has become an "Acquiring Person" by obtaining beneficial
                    ownership of 15% or more of our outstanding common stock,
                    or, if earlier, or

               o    10 business days (or a later date determined by our Board
                    before any person or group becomes an Acquiring Person)
                    after a person or group begins a tender or exchange offer
                    which, if completed, would result in that person or group
                    becoming an Acquiring Person.

          We refer to the date when the rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates also
evidence the rights, and any transfer of shares of common stock constitutes a
transfer of rights. After that date, the rights will separate from the common
stock and be evidenced by book-entry credits or by rights certificates that we
will mail to all eligible holders of common stock. Any rights held by an
Acquiring Person are void and may not be exercised.

          Our Board may reduce the threshold at which a person or group becomes
an Acquiring Person from 15% to not less than 10% of the outstanding common
stock.

          Consequences of a Person or Group Becoming an Acquiring Person.


               o    Flip In. If a person or group becomes an Acquiring Person,
                    all holders of rights except the Acquiring Person may, for
                    $100, purchase shares of our common stock prior to the
                    acquisition.

               o    Flip On. If we are later acquired in a merger of similar
                    transaction after the Distribution Date, all holders of
                    rights except the Acquiring Person may, for $100, purchase
                    shares of the acquiring corporation with a market value of
                    $200 based on the market price of the acquiring
                    corporation's stock, prior to the merger.

          Preferred Share Provisions. Each one one-thousandth of a preferred
share, if issued:

               o    will not be redeemable;

               o    will entitle holders to quarterly dividend payments of
                    $0.001 per share, or an amount equal to the dividend paid on
                    one share of common stock, whichever is greater;

               o    will entitle holders upon liquidation either to receive
                    $1.00 per share or an amount equal to the payment made on
                    one share of common stock, whichever is greater;


                                     -12-
<PAGE>

               o    will have the same voting power as one share of common
                    stock; and

               o    if shares of our common stock are exchanged by merger,
                    consolidation or a similar transaction, will entitle holders
                    to a per share payment equal to the payment made on one
                    share of common stock.

          The value of one one-thousandth interest in a preferred share should
approximate the value of one share of common stock.

          Expiration. The rights will expire on February 13, 2012.


          Redemption. Our Board of Directors may redeem the rights for $0.001
per right at any time before any person or group becomes an Acquiring Person. If
our Board redeems any rights, it must redeem all of the rights. Once the rights
are redeemed, the only right of the holders of rights will be to receive the
redemption price of $0.001 per right. The redemption price will be adjusted if
we have a stock split or stock dividends of our common stock.

          Exchange. After a person or group becomes an Acquiring Person, but
before an Acquiring Person owns 50% or more of our outstanding common stock, our
Board may extinguish the rights by exchanging one share of common stock or an
equivalent security for each right, other than rights held by the Acquiring
Person.

          Anti-Dilution Provisions. Our Board may adjust the purchase price of
the preferred shares, the number of preferred shares issuable and the number of
outstanding rights to prevent dilution that may occur from a stock dividend, a
stock split or a reclassification of the preferred shares or common stock. No
adjustments to the purchase price of less than 1% will be made.

          Amendments. The terms of the rights agreement may be amended by our
Board without the consent of the holders of the rights. However, our Board may
not amend the rights agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that the person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
rights.

                      DESCRIPTION OF COMMON STOCK WARRANTS

          We may issue warrants for the purchase of common stock. The warrants
may be issued independently or together with any securities offered by any
prospectus supplement. The warrants will be issued under one or more common
stock warrant agreements between us and a bank or trust company as common stock
warrant agent. The common stock warrant agent will be our agent and will not
assume any obligations to any owner of the warrants. The following is a summary
of the material terms of the separate common stock warrant agreements. This
summary is qualified in its entirety by reference to the form of common stock
warrant agreement, a copy of which is an exhibit to our registration statement
of which this prospectus forms a part.

General

          Under the common stock warrant agreement, warrants may be issued in
one or more series. The prospectus supplement and the common stock warrant
agreement relating to any series of warrants will include specific terms about
the warrants. These terms include some of the following:

          o    the type and number of warrants,

          o    the amount of related common stock for which the warrant can be
               exercised and the price or the manner of determining the price
               and currency or other consideration to purchase such common
               stock,

          o    the expiration date of each warrant,


                                      -13-
<PAGE>

          o    the exercise date of each warrant,

          o    the offering price and currency of each warrant,

          o    if applicable, the designation and terms of the securities with
               which each warrant can be issued,

          o    any provision dealing with the date on which the warrants and
               related securities will be separately transferable,

          o    any provision granting a mandatory or an optional redemption
               provision,

          o    the identity of the common stock warrant agent,

          o    the form of the warrant certificates and

          o    any other terms of the warrant.

          The warrants will be represented by certificates. The warrants may be
exchanged under the terms outlined in the common stock warrant agreement. We
will not charge any service charges for any transfer or exchange of warrant
certificates, but we may require payment for tax or other governmental charges
in connection with the exchange or transfer. Until a common stock warrant is
exercised, a holder will not be entitled to any payments on or have any rights
with respect to the common stock issuable upon exercise of the common stock
warrant.

Exercise of Common Stock Warrants

          To exercise warrants, the holder must provide the common stock warrant
agent with the following:

          o    payment of the exercise price,

          o    certain information required as described on the reverse side of
               the warrant certificates,

          o    the number of warrants to be exercised and

          o    an executed and completed warrant certificate.

          The common stock warrant agent will issue a new warrant certificate
for any warrants not exercised. The exercise price and the number of shares of
common stock that each warrant can purchase will be subject to adjustment in
certain events, including the issuance of a common stock dividend or a
combination, subdivision or reclassification of common stock. No adjustment will
be required until cumulative adjustments require an adjustment of at least 1%.

          From time to time, we may reduce the exercise price. No fractional
shares will be issued upon exercise of warrants, but we will pay the cash value
of any fractional shares otherwise issuable. If we enter into any consolidation,
merger, or sale or conveyance of our property as an entirety, the holder of each
outstanding warrant shall have the right to the kind and amount of shares of
stock, other securities, property or cash receivable by a holder of the number
of shares of common stock into which such warrants were exercisable immediately
prior to the occurrence of the event.

Modification of the Common Stock Warrant Agreement

          The common stock warrant agreement will permit us and the common stock
warrant agent, without the consent of the common stock warrant holders, to
supplement or amend the agreement in the following circumstances:


                                      -14-
<PAGE>
          o    to cure any ambiguity;

          o    to correct or supplement any provision which may be defective or
               inconsistent with any other provisions; or

          o    to add new provisions regarding certain matters or questions that
               we and the common stock warrant agent may deem necessary or
               desirable and which do not adversely affect the interests of the
               common stock warrant holders.

                  DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

General

          Newmont Mining may offer:

          o    senior debt securities guaranteed by Newmont USA Limited and

          o    subordinated debt securities guaranteed by Newmont USA Limited.

          Any senior debt securities will be issued under an indenture between
Newmont Mining, Newmont USA and Citibank, N.A., as trustee. Any subordinated
debt securities will be issued under a separate indenture between Newmont
Mining, Newmont USA and Citibank, N.A., as trustee. All references in this
section to debt securities are references to both the senior debt securities and
the subordinated debt securities. All references to the indentures are
references to both the indenture for senior debt securities and the indenture
for the subordinated debt securities. All references to the trustee include both
the trustee for the senior debt securities and the trustee for the subordinated
debt securities. All references to "we", "us" or "our" are references to Newmont
Mining Corporation.

          The following description of the debt securities summarizes certain of
the material provisions of the indentures and the debt securities. This summary
of the indentures and the debt securities is qualified in its entirety by
reference to the Trust Indenture Act of 1939 and the forms of indentures. We
have filed the indentures as exhibits to our registration statement of which
this prospectus forms a part.

          The debt securities will be our unsecured indebtedness. The senior
debt securities will rank equally with all of our other unsecured and
unsubordinated indebtedness. The subordinated debt securities will be
subordinate in right of payment to our senior debt securities as well as our
other indebtedness that we now or may have in the future. The subordination
provisions of the subordinated debt securities are discussed in greater detail
below.

          The guarantee of the senior debt securities will constitute an
unsecured, unsubordinated obligation of Newmont USA and will rank equally with
all other unsecured and unsubordinated obligations of Newmont USA. The guarantee
of the subordinated debt securities will constitute an unsecured obligation of
Newmont USA and will be subordinated in right of payment to all senior or
secured indebtedness that Newmont USA has now or may have in the future. The
subordination provisions relating to the guarantee of the subordinated debt
securities are discussed in greater detail below.

          Neither indenture limits the amount of debt securities that we may
issue under such indenture. Unless we state otherwise in the prospectus
supplement, neither indenture limits the amount of other debt that we can issue.

          Both indentures allow us to issue debt securities in one or more
series with different terms. The indentures provide that debt securities of a
single series can be issued at different times with different interest rates,
redemption and repayment provisions. The particular terms of any series of debt
securities being offered will be set forth in the prospectus supplement that
relates to that series. These terms will include some or all of the following:

          o    the title of the debt securities and whether such debt securities
               are senior or subordinated,

          o    the total principal amount and permitted denomination of the debt
               securities,


                                      -15-
<PAGE>

          o    the percentage of the principal amount of the debt securities at
               which the debt securities will be issued and any payments due if
               the maturity of the debt securities is accelerated,

          o    the currency or currencies in which the principal and interest on
               the debt securities will be payable,

          o    the dates on which the principal of the debt securities will
               mature,

          o    the interest rate for the debt securities or the method that will
               be used to determine the interest rate,

          o    the dates on which interest on the debt securities will be
               payable and the manner in which interest will be paid,

          o    any mandatory or optional repayment or redemption provisions,

          o    any sinking fund provisions,

          o    any index used to determine the amount of payments of principal
               and/or interest,

          o    any additional payment provisions,

          o    any provision relating to the issuance of discounted debt
               securities and

          o    in the case of debt securities that are convertible into common
               stock, the conversion price, the period during which the debt
               securities may be converted and any other terms of conversion
               which may differ from the applicable indenture.

          Some of the debt securities may be sold at a substantial discount
below their stated principal amount and may provide for the payment of no
interest or interest at a rate which at the time of issuance is below market
rates. We will describe the U.S. federal income tax consequences and other
special considerations applicable to any discounted debt securities in the
prospectus supplement relating to the discounted debt securities.

Newmont USA Guarantees

          Newmont USA will unconditionally guarantee on an unsubordinated basis
the due and punctual payment of the principal of, any premium and any interest
on the senior debt securities, when and as these payments become due and
payable, whether at maturity, upon redemption or declaration of acceleration, or
otherwise. The guarantees of the senior debt securities will rank equally in
right of payment with all other unsecured and unsubordinated indebtedness of
Newmont USA.

          Newmont USA will unconditionally guarantee on a subordinated basis the
due and punctual payment of the principal of, any premium and any interest on
the subordinated debt securities, when and as these payments become due and
payable, whether at maturity, upon redemption or declaration of acceleration, or
otherwise. The guarantee of the subordinated debt securities will be
subordinated as described in greater detail below.

          Newmont USA's obligations under the guarantee of the debt securities
will be as principal obligor and not merely as surety, and will be enforceable
irrespective of any invalidity, irregularity or unenforceability of the debt
securities or the applicable indenture. Newmont USA also will waive any right to
require a proceeding against Newmont Mining before its obligations under the
guarantees shall become effective.


Convertibility of the Debt Securities

         The holders of debt securities of a specified series that are
convertible into shares of common stock of Newmont Mining will be entitled at
certain times specified in the prospectus supplement to convert any such


                                      -16-
<PAGE>

securities into common stock. The conversion price and other terms of the
conversion will be set forth in the prospectus supplement.

Subordination of Subordinated Debt Securities

          The indebtedness represented by the subordinated debt securities will
be subordinated in right of payment to the prior payment in full of all of
senior indebtedness of Newmont Mining.

          The term "senior indebtedness" means the principal of and any premium
and interest on any of our indebtedness outstanding on the date of the
subordinated debt securities indenture or to be created, incurred or assumed by
us after the date of the indenture unless the terms of such indebtedness
specifically state that it is not senior in right of payment to the subordinated
debt securities.

          Upon the insolvency, liquidation, bankruptcy, reorganization or
similar proceeding relating to us or our property:

          o    the holders of our senior indebtedness will be entitled to
               receive payment in full of all obligations before payment is made
               to any holders of the subordinated debt securities and

          o    until all obligations with respect to our senior indebtedness are
               paid in full, any payment to which the holders of the
               subordinated debt securities would be entitled shall be made to
               the holders of our senior indebtedness.

          In addition, we may not make any payment on account of the
subordinated debt securities, if:

          o    any of our senior indebtedness is not paid when due or

          o    any other default on our senior indebtedness occurs and the
               maturity of such senior indebtedness is accelerated.

          If there is a default with respect to any of our senior indebtedness
other than the two types of default described immediately above and the maturity
of the indebtedness may be accelerated immediately, a representative of the
applicable senior indebtedness has the right to send to us written notice
stating that there has been a default. After receipt of such notice, we may not
make any payments on the subordinated debt securities until the earlier of:

          o    179 days after the receipt of the notice,

          o    the date on which the default which gave rise to the notice is no
               longer continuing,

          o    the date that the default has been waived and any acceleration
               has been rescinded in writing or

          o    the date when the applicable senior indebtedness has been paid in
               full.

          Not more than one blockage period notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to our senior indebtedness during such period.

          After all of our senior indebtedness is paid in full and all
commitments in respect of the senior indebtedness have expired or terminated and
until the subordinated debt securities are paid in full, holders of the
subordinated debt securities will be subrogated to the rights of holders of our
senior indebtedness to receive distributions applicable to the senior
indebtedness.

Subordination of Guarantee of Subordinated Debt Securities

          Newmont USA's guarantee of the subordinated debt securities will be
subordinated in right of payment to the prior payment in full of all of the
senior indebtedness of Newmont USA.


                                      -17-
<PAGE>

          The term "senior indebtedness" means, with respect to Newmont USA, the
principal of and any premium and interest on any indebtedness of Newmont USA
outstanding on the date of the subordinated debt securities indenture or to be
created, incurred or assumed by Newmont USA after the date of the indenture
unless the terms of such indebtedness specifically state that it is not senior
in right of payment to the subordinated debt securities.

          Upon the insolvency, liquidation, bankruptcy, reorganization or
similar proceeding relating to Newmont USA or its property:

          o    the holders of senior indebtedness will be entitled to receive
               payment in full of all obligations before payment is made under
               the guarantee of the subordinated debt securities and

          o    until all obligations with respect to senior indebtedness are
               paid in full, any payment to which the holders of subordinated
               debt securities would be entitled pursuant to the guarantee of
               the subordinated debt securities will be made to the holders of
               senior indebtedness.

          In addition, Newmont USA may not make any payment on account of the
subordinated debt securities, if:

          o    any senior indebtedness of Newmont USA is not paid when due or

          o    any other default on senior indebtedness of Newmont USA occurs
               and the maturity of such senior indebtedness is accelerated.

          If there is a default with respect to any senior indebtedness of
Newmont USA other than the two types of default described immediately above and
the maturity of the indebtedness may be accelerated immediately, a
representative of the applicable senior indebtedness has the right to send
Newmont USA written notice stating that there has been a default. After receipt
of such notice, Newmont USA may not make any payments on the guarantee of the
subordinated debt securities until the earlier of:

          o    179 days after the receipt of the notice,

          o    the date on which the default which gave rise to the notice is no
               longer continuing,

          o    the date that the default has been waived and any acceleration
               has been rescinded in writing or

          o    the date when the applicable senior indebtedness has been paid in
               full.

          Not more than one blockage period notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to senior indebtedness of Newmont USA during such period.

          After all senior indebtedness of Newmont USA is paid in full and all
commitments in respect of the senior indebtedness have expired or terminated and
until Newmont USA's obligations under the guarantee of the subordinated debt
securities are paid in full, holders of the subordinated debt securities will be
subrogated to the rights of holders of senior indebtedness of Newmont USA to
receive distributions applicable to the senior indebtedness.

Global Notes, Delivery and Form

          The debt securities may be issued in the form of one or more global
notes that will be deposited with a depositary identified in a prospectus
supplement. Each note will be registered in the name of the depositary's
nominee. Unless a global note is exchanged in whole or in part for debt
securities in definitive form, a global note may generally be transferred only
as a whole and only to another nominee of the depositary or to a successor
depositary or its nominee.

          Unless otherwise stated in the applicable prospectus supplement, the
depositary will be The Depository Trust Company, New York, New York. Currently,
it limits the maximum denomination of any single global note to


                                      -18-
<PAGE>

$500 million. Beneficial interests in global notes will be shown on, and
transfers of global notes will be effected only through, records maintained by
DTC and its participants.

          DTC has provided us the following information, and we take no
responsibility for its accuracy: DTC is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered under Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its participants
deposit with DTC. DTC also facilitates the clearance and recording of the
settlement among its participants of securities transactions, such as transfers
and pledges, in deposited securities through computerized records for
participant's accounts. This eliminates the need for physical exchange of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant, either directly or indirectly use DTC's
book-entry system. The rules that apply to DTC and its participants are on file
with the SEC.

          Pursuant to DTC's procedures, upon issuance of debt securities
represented by a global note in connection with the sale of the debt securities
to one or more underwriters, DTC will credit the accounts of the participants
designated by the underwriters with the principal amount of the debt securities
purchased by the underwriters. Ownership of beneficial interests in a global
note will be shown

          o    on DTC's records with respect to participants;

          o    by the participants with respect to indirect participants and
               certain beneficial owners; and

          o    by the indirect participants with respect to all other beneficial
               owners.

          The laws of some states require that certain persons take physical
delivery in definitive form of the securities which they own. Consequently, the
ability to transfer beneficial interests in a global note may be limited.

          Under the indentures, if the nominee of DTC is the registered owner of
a global note, the nominee will be considered the sole owner or holder of the
debt securities. Except as provided below, owners of a global note will not be
entitled to have debt securities registered in their names, will not receive or
be entitled to receive physical delivery of debt securities in definitive form,
and will not be considered the owners or holders thereof under the indentures
for any purpose, including with respect to the giving of any directions,
instructions or approval to the trustee. However, DTC has advised us that
pursuant to its customary practice with respect to the giving of consents and
votes, it will deliver an omnibus proxy to the trustee assigning the related
holder's voting rights to the participant to whose account the debt securities
are credited on the record date. Each proxy will include a list of participants'
positions in the relevant security as of the record date for a consent or vote.

          We will wire to DTC's nominee principal and interest payments with
respect to global notes. We and the trustee will treat DTC's nominee as the
owner of the global notes for all purposes. Accordingly, we, the trustee and any
paying agent will have no direct responsibility or liability to pay amounts due
on the global notes to owners of beneficial interests in the global notes or for
maintaining and reviewing any records relating to the beneficial ownership
interest.

          It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their holdings of beneficial interests in the global notes as shown on DTC's
records. DTC's current practice is to credit such accounts, as to interest, in
next-day funds and, as to principal, in same-day funds. Payments by participants
to owners of beneficial interests in the global notes will be governed by
standing instructions and customary practices between the participants and the
owners of beneficial interests in the global notes, as is the case with
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the underwriters, the trustee or us.


                                      -19-
<PAGE>

          Debt securities represented by a global note will be exchangeable for
debt securities in definitive form with the same terms in authorized
denominations only if:

          o    DTC notifies us that it is unwilling or unable to continue as
               depositary, and we do not appoint a successor depositary within
               90 days or

          o    we determine not to have the debt securities represented by
               global notes.

          If any of these events occur, DTC will generally notify all direct
participants of the availability of definitive debt securities. These securities
will be issued in denominations of $1,000 and multiples thereof, in registered
form only, and without coupons. We will maintain one or more offices or agencies
in New York City to facilitate the transfer or exchange of the global notes. You
will not be required to pay any service charges for any transfer or exchange,
but we may require you to pay any tax, other governmental charge or payment in
connection with the exchange or transfer.

Same-Day Settlement in respect of Global Notes

          Secondary trading in definitive long-term notes and debentures of
corporate issuers is generally settled in clearing-house or next-day funds. In
contrast, debt securities represented by global notes held by DTC will trade in
DTC's Same-Day Funds Settlement System until maturity, and DTC therefore will
require that secondary market trading activity in such debt securities settle in
immediately available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in debt
securities represented by global notes.

Restrictive Covenants Required by the Indenture

          The indenture for the senior debt securities requires us to comply
with certain restrictive covenants. Some of the provisions are described below.
All series of senior debt securities issued under the indenture will be entitled
to the benefits of the covenants described below except for any series of senior
debt securities that provides that they are not entitled to the benefits of the
covenants described below.

Definition of Attributable Debt

          "Attributable Debt" means, with respect to any lease, the present
value of the total net rental payments during the remaining term of the lease.
The present value will be determined by using the discount rate implicit in the
terms of the lease as determined by two of our officers and will be compounded
semiannually. The net amount of rent we may pay under any lease for any period
is the amount of rent payable for the period but excluding payments for
maintenance, repairs, insurance, taxes, assessments, water rates or similar
charges. For any lease which we may terminate by paying a penalty, the net
amount of rent will include the penalty, but no rent will be included after the
first date that the lease may be terminated.

Definition of Consolidated Net Tangible Assets

          "Consolidated Net Tangible Assets" means the aggregate amount of
assets minus the following:

          o    applicable reserves and other properly deductible items,

          o    all current liabilities excluding (1) those that the borrower may
               extend or renew to a time more than 12 months after the time the
               amount of the liability is being computed, (2) current maturities
               of long-term indebtedness and (3) capital lease obligations and

          o    all goodwill shown on our balance sheet.


                                      -20-
<PAGE>

Definition of Funded Debt

          "Funded Debt" means all indebtedness for money borrowed having a
maturity of more than 12 months from the determination date or having a maturity
of less than 12 months but that the borrower may renew or extend beyond 12
months.

Definition of Principal Property

          "Principal Property" means any mine, plant or other facility, the land
upon which it stands and the fixtures that are a part of it, (1) which is used
primarily for mining and processing and is located in the U.S. and (2) the net
book value of which exceeds 5% of Consolidated Net Tangible Assets. Principal
Property does not include (1) any mine, plant or facility which, in the opinion
of our board of directors, is not of material importance to our total business
or (2) any portion of a particular mine, plant or facility which is not of
material importance to the use or operation of the mine, plant or facility.

Definition of Restricted Subsidiary

          "Restricted Subsidiary" means any Subsidiary (1) with substantially
all of its property located, or carrying on substantially all of its business,
within the U.S. and (2) which owns a Principal Property. "Restricted
Subsidiary", however, does not include any Subsidiary whose primary business
consists of (1) financing operations in connection with leasing and conditional
sales transactions on behalf of us and our Subsidiaries, (2) purchasing accounts
receivable or making loans secured by accounts receivable or inventory or (3)
being a finance company.

Definition of Subsidiary

          "Subsidiary" is defined as any corporation or entity in which we or
one or more of our Subsidiaries directly or indirectly owns a majority of the
voting interests.

Limitation on Liens

          The indenture for the senior debt securities will prohibit us and any
of our Restricted Subsidiaries from incurring, issuing, assuming or guarantying
any debt for money borrowed or any debt evidenced by notes, bonds, debentures or
other similar documents ("Debt") secured by any mortgage, security interest or
other liens (collectively, "Mortgages") on any Principal Property or shares of
stock or indebtedness of any Restricted Subsidiary, without securing all
outstanding series of debt securities under the applicable indenture (other than
any series of debt securities that provide that the debt securities of the
series are not entitled to the benefit of this covenant) equally and ratably
with (or prior to) the secured Debt to be incurred, issued, assumed or
guaranteed. This restriction, however, will not apply if the sum of the
following does not exceed 10% of Consolidated Net Tangible Assets:

          o    the aggregate principal amount of such secured Debt,

          o    all secured Debt which would otherwise be prohibited, and

          o    all of our and our Restricted Subsidiary's Attributable Debt in
               respect of sale and leaseback transactions which would otherwise
               be prohibited by the covenant limiting sale and leaseback
               transactions described below.

          The restriction described above also will not apply to debt for
borrowed money secured by the following:

          o    Mortgages on property, stock or Debt of any entity existing at
               the time it becomes a Restricted Subsidiary,

          o    Mortgages to secure indebtedness of a Restricted Subsidiary to us
               or to another Restricted Subsidiary,


                                      -21-
<PAGE>

          o    Mortgages for taxes, assessments or governmental charges or
               levies (1) that are not yet due and delinquent or (2) the
               validity of which is being contested in good faith,

          o    Mortgages of materialmen, mechanics, carriers, workmen,
               repairmen, landlords or other similar Mortgages, or deposits to
               obtain the release of these Mortgages,

          o    Mortgages arising under attachment or restraint or similar legal
               process and the execution or enforcement of which is stayed and
               which are being contested in good faith,

          o    Mortgages (1) to secure public or statutory obligations, (2) to
               secure payment of workmen's compensation, (3) to secure
               performance in connection with tenders, leases of real property,
               bids or contracts or (4) to secure (or in lieu of) surety or
               appeal bonds, and Mortgages made in the ordinary course of
               business for similar purposes,

          o    Mortgages in favor of the United States, any state in the United
               States, or any foreign governmental entity to secure payments
               pursuant to any contract or statute (including Debt of the
               pollution control or industrial revenue bond type) or to secure
               any debt incurred to finance the purchase price or the cost of
               construction of the property subject to the Mortgage,

          o    Mortgages on property (including capitalized leases), stock or
               Debt of a corporation (1) existing at the time we or our
               Restricted Subsidiary acquired the entity, (2) that secure the
               payment of the purchase price, construction cost or improvement
               cost of the property, stock or Debt or (3) that secure any Debt
               incurred prior to, at the time of, or within one year after we or
               our Restricted Subsidiary acquired the property, shares or Debt,
               completed the construction on or commenced commercial operation
               of the property for the purpose of financing the purchase price
               or construction cost,

          o    Mortgages existing at the date of the applicable indenture and

          o    any extension, renewal or replacement of any of the Mortgages
               enumerated above that does not increase the Debt and that is
               limited to all or a part of the same property, stock or Debt that
               secured the original mortgage.

          The restrictions discussed above also will not apply to (1) any
gold-based loan or forward sale arrangement and (2) Mortgages on property that
we or any Restricted Subsidiary own or lease to secure our or a Restricted
Subsidiary's proportionate share of any payments required to be made to any
Person incurring the expense of developing, exploring or conducting operations
for the recovery, processing or sale of the mineral resources of the property.

Limitation on Sales and Leasebacks

          The indenture for the senior debt securities will prohibit us and any
of our Restricted Subsidiaries from entering into any arrangement with any third
party lender or investor under which we or any Restricted Subsidiary will lease
for a period, including renewals, in excess of three years, any Principal
Property if we or the Restricted Subsidiary sold or will sell or transfer the
Principal Property more than 270 days after the acquisition of the Principal
Property or after completion of construction and commencement of full operation
of the Principal Property, to the lender or investor or to any person to whom
funds have been or will be advanced by the lender or investor on the security of
the Principal Property (herein referred to as a "sale and lease-back
transaction"), unless:

          o    we or any Restricted Subsidiary could create Debt secured by a
               mortgage on the Principal Property to be leased back in an amount
               equal to the Attributable Debt with respect to such sale and
               leaseback transaction without equally and ratably securing the
               debt securities of all series pursuant to the provisions of the
               covenant on limitation on liens described above or

          o    we apply within 180 days after the sale or transfer an amount
               equal to the greater of (1) the net proceeds of the sale of the
               Principal Property sold and leased back pursuant to the
               arrangement or (2)


                                      -22-
<PAGE>

the fair market value of the Principal Property so sold and leased back at the
time of entering into the arrangement to:

          (a) the purchase of different property, facilities or equipment which
     has a value at least equal to the net proceeds of the sale or

          (b) the retirement of our Funded Debt or that of a Restricted
     Subsidiary (other than as a result of payment at maturity or pursuant to
     any mandatory sinking fund or prepayment provision).

          The amount to be applied to the retirement of Funded Debt, however,
will be reduced by:

          o    the principal amount of any debt securities of any series
               delivered within 180 days after such sale to the trustee for
               retirement and cancellation,

          o    if the debt securities of any series are original issue discount
               debt securities or provide that an amount other than the face
               value is payable upon maturity or a declaration of acceleration,
               the amount that is due and payable with respect to such series
               pursuant to Section 4.1 of each of the indentures delivered
               within 180 days after such sale to the trustee for retirement and
               cancellation and

          o    the principal amount of Funded Debt, other than the debt
               securities, voluntarily retired within 180 days after such sale.

Merger and Consolidation

Newmont Mining

          We may consolidate or merge with or into any other entity and may
sell, transfer or lease all of our property or substantially all of our property
to any entity, if:

          o    the entity, if other than us, which resulted from or received the
               property expressly assumes by supplemental indenture the due and
               punctual payment of the principal of and any premium or interest
               on the debt securities and the performance and observance of each
               agreement to be performed or observed by us under the debt
               securities and the indentures; and

          o    immediately after the completion of the transaction, no Event of
               Default and no event which, after notice or lapse of time or
               both, would become an Event of Default shall have occurred and be
               continuing.

Newmont USA

          Newmont USA may consolidate or merge with or into any other
corporation and may sell, transfer or lease all of its property or substantially
all of its property, if:

          o    the entity, if other than Newmont USA, which resulted from or
               received the property expressly assumes by supplemental agreement
               the due and punctual performance and observance of each agreement
               to be performed or observed by Newmont USA under the debt
               securities and the indentures; and

          o    immediately after the completion of the transaction, no Event of
               Default and no event which, after notice or lapse of time or
               both, would become an Event of Default shall have occurred and be
               continuing.



                                      -23-
<PAGE>

Event of Default

          "Event of Default", when used in each of the indentures with respect
to any series of debt securities, will mean any of the following:

          o    failure to pay interest on any debt security of the series for 30
               days after it is due,

          o    failure to pay the principal or any premium on any debt security
               of the series when it is due,

          o    failure to pay any sinking fund payment on any debt security of
               the series when it is due,

          o    failure to perform any other covenant in the applicable indenture
               for the benefit of the series of debt securities that continues
               for 90 days after we have been given written notice of that
               failure,

          o    events of bankruptcy, insolvency or reorganization of Newmont
               Mining or Newmont USA.

          o    Newmont USA's guarantee of the debt securities of the series
               ceases to be in full force or effect except as contemplated by
               the terms thereof or Newmont USA denies or disaffirms its
               obligations under the guarantee, or

          o    any other Event of Default specified for the series of debt
               securities.

          Within 90 days after a default occurs with respect to any series of
debt securities, the trustee must notify the holders of the debt securities of
the series of the default if we have not remedied it. Default is defined to
include the events listed above without any grace periods. The trustee may
withhold notice to the holders of the debt securities of any default except in
the payment of principal, premium, interest or sinking fund payment if it in
good faith considers the withholding of notice in the interest of all of the
holders of the debt securities of the series. We are required to file an annual
certificate with the trustee about any default by us under any provisions of the
applicable indenture.

          If any Event of Default occurs and continues for any series of debt
securities, the trustee or the holders of at least 25% of the principal amount
of the debt securities of the outstanding series may declare the principal and
interest accrued on all the debt securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of at
least a majority of the aggregate principal amount of the debt securities of
that series can annul the declaration. In addition, past defaults other than in
payments of principal and interest may also be waived by the same vote.

          If an Event of Default occurs and continues for any series of debt
securities, the holders of at least a majority of the principal amount of the
affected series of debt securities then outstanding may direct the time, method
and place of conducting any proceeding or any remedy available to the trustee,
or exercising any power given to or conferred upon the trustee under the
indentures, for the series of debt securities.

          The trustee does not have to exercise any of its rights or powers
under either of the indentures at the direction of any holders of notes unless
the holders offer the trustee reasonable indemnity or reasonable security
against expenses and liabilities.

          The Trust Indenture Act of 1939 requires that we file with the trustee
annually a written statement regarding the presence or absence of certain
defaults.

Defeasance

Defeasance and Discharge of Obligations

          Under the indentures, Newmont Mining will be discharged from its
non-administrative obligations under the debt securities of any series, and
Newmont USA will be discharged from its obligations under the guarantee of



                                      -24-
<PAGE>

debt securities of that series, if we deposit with the trustee in trust
sufficient money and/or U.S. government securities to pay the interest and
principal due on the stated due date of those payments. This trust may only be
established if, among other things, we deliver to the trustee an opinion of
counsel stating that, due to an Internal Revenue Service ruling or a change in
federal income tax law, holders of the debt securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
this defeasance and will be subject to federal income tax, as if this defeasance
had not occurred.

Defeasance of Certain Covenants and Certain Events of Default

          The indenture for the senior debt securities provides that we may be
released from our obligation to comply with the covenants limiting liens and
sale and leaseback transactions, and with any related Event of Default if we
deposit with the trustee in trust money and/or U.S. government securities which
provide for payment of the principal of and each installment of interest on the
debt securities due on the stated maturity of such payments. Our other
obligations under the indenture and the senior debt securities of such series
and other Events of Default and Newmont USA's obligations under the related
guarantee would remain in full force and effect. The trust may only be
established if, among other things, we have delivered to the trustee an opinion
of counsel stating that the holders of the senior debt securities of such series
will not recognize income, gain, or loss for federal income tax purposes as a
result of a deposit and defeasance of the covenants and the Event of Default
noted above and will be subject to federal income tax as would have been the
case if such deposit and defeasance had not occurred.

          If we exercise the option described in this section and the debt
securities of a series are declared due and payable because of the occurrence of
an Event of Default other than the Event of Default related to the covenants
limiting liens and sale and leaseback transactions, the amount of money and U.S.
government securities on deposit with the trustee will be sufficient to pay
amounts due on the senior debt securities of a series at the time of their
stated maturity but may not be sufficient to pay amounts due on the debt
securities of such series at the time of the acceleration resulting from the
Event of Default.

Changes to Indentures

          Under each of the indentures, Newmont Mining, Newmont USA and the
trustee may modify the rights and obligations of Newmont Mining and Newmont USA
and the rights of the holders of debt securities with the consent of the holders
of at least a majority of the principal amount of the outstanding debt
securities of all series issued under the indentures affected by the
modification. However, we must get the consent of the holder of each debt
security affected to make the following changes to the debt securities:

          o    an extension of the fixed maturity of any debt security,

          o    a reduction of the principal amount payable on any debt security,

          o    a reduction in the rate of interest payable on any debt security,

          o    a change in currency in which payments are made,

          o    an extension of the time of payment of interest,

          o    a modification that affects adversely any right of a holder of a
               debt security to repayment,

          o    a reduction in the principal amount of an original issue discount
               debt security due and payable upon a acceleration of the
               maturity,

          o    an adverse change in or elimination of conversion rights,

          o    a reduction in the portion of the principal amount of a debt
               security provable in bankruptcy,

          o    a reduction in amounts payable upon redemption,


                                      -25-
<PAGE>

          o    a reduction in the rate of interest payable on overdue amounts
               and

          o    a reduction in the percentage of holders of the outstanding debt
               securities of each series required to consent to any modification
               discussed above.

          Under each of the indentures, we can make certain modifications to the
applicable indenture with the consent of the trustee but without the consent of
any holders of debt securities to evidence our merger, the replacement of the
trustee and for certain other purposes.

Duties and Powers of the Trustee

          Except during the continuance of an Event of Default, the trustee
under each of the indentures will perform only the duties set forth in the
applicable indenture. During the continuance of any Event of Default, the
trustee will exercise the rights and powers given it under the applicable
indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under similar circumstances in the conduct of
his own affairs.

          The trustee may acquire and hold our securities and, subject to
certain conditions, otherwise deal with us as if it were not trustee.

          We currently conduct banking transactions with the trustee in the
ordinary course of our business.

                      DESCRIPTION OF DEBT SECURITY WARRANTS

          We may issue warrants for the purchase of debt securities. The
warrants may be issued independently or together with any securities offered by
any prospectus supplement. The warrants will be issued under one or more debt
security warrant agreements between us and a bank or trust company as debt
security warrant agent. The debt security warrant agent will be our agent and
will not assume any obligations to any owner of the debt security warrants. We
have summarized below certain material provisions of the separate debt security
warrant agreements. This summary is qualified in its entirety by reference to
the debt security warrant agreement.

General

          Under the debt security warrant agreement, the warrants may be issued
in one or more series. The prospectus supplement and the debt security warrant
agreement relating to any series of warrants will include specific terms about
the warrants. These terms include some of the following:

          o    the type and number of warrants,

          o    the aggregate principal amount of related debt securities for
               which the warrant can be exercised and the price or the manner of
               determining the price and currency or other consideration to
               purchase such debt securities,

          o    the expiration date of each warrant,

          o    the exercise date of each warrant,

          o    the offering price and currency of each warrant,

          o    if applicable, the designation and terms of the securities with
               which each warrant can be issued,

          o    any provision dealing with the date on which the warrants and
               related securities will be separately transferable,

          o    any provision granting a mandatory or an optional redemption
               provision,


                                      -26-
<PAGE>

          o    the identity of the debt security warrant agent,

          o    the form of the debt security warrant certificates and

          o    any other terms of the warrant.

          The warrants will be represented by certificates. The warrants may be
exchanged pursuant to the procedure outlined in the debt security warrant
agreement. We will not charge any service charges for any transfer or exchange
of warrant certificates, but we may require payment for tax or other
governmental charges in connection with the exchange or transfer. Until a
warrant is exercised, a holder will not be entitled to any payments on or have
any rights with respect to the debt securities issuable upon exercise of the
warrant.

Exercise of Debt Security Warrants

          To exercise warrants, the holder must provide the debt security
warrant agent with the following:

          o    payment of the exercise price,

          o    certain information required by the reverse side of the warrant
               certificates,

          o    the number of warrants to be exercised and

          o    an executed and completed warrant certificate.

          The debt security warrant agent will issue a new warrant certificate
for any warrants not exercised. From time to time, we may reduce the exercise
price.

Modification of the Debt Security Warrant Agreement

          The debt security warrant agreement will permit us and the debt
security warrant agent, without the consent of the warrant holders, to
supplement or amend the agreement in the following circumstances:

          o    to cure any ambiguity,

          o    to correct or supplement any provision which may be defective or
               inconsistent with any other provisions or

          o    to add new provisions regarding certain matters or questions that
               we and the debt security warrant agent may deem necessary or
               desirable and which do not adversely affect the interests of the
               warrant holders.

                     U.S. FEDERAL INCOME TAX CONSIDERATIONS
                     AS A REAL PROPERTY HOLDING CORPORATION


          We are likely to constitute a U.S. real property holding corporation
within the meaning of the Internal Revenue Code of 1986, as amended. Under
certain provisions of the Code and income tax regulations, gain realized by a
non-U.S. person who would not ordinarily be subject to U.S. federal income tax
on gains would, under certain circumstances, be subject to tax (the "special
tax") on gain realized on the disposition (and possible withholding tax on the
proceeds from such sale (the "withholding tax")) of our securities (other than
the disposition of an interest held solely as a creditor), notwithstanding such
non-U.S. person's lack of other connections with the United States. However,
because our common stock is regularly traded on an established stock market, the
special tax and the withholding tax would apply to the disposition by a non-U.S.
person of an interest in a class of securities (other than an interest held
solely as a creditor) that is not regularly traded on established securities
market only if on the date such interest was acquired by such person it had a
fair market value greater than the fair market value on that date



                                      -27-
<PAGE>

of 5% of the regularly traded class of stock with the lowest fair market value.
However, if such non-regularly traded class of securities is convertible into a
regularly traded class of stock, the special tax and the withholding tax would
apply to the disposition of an interest in such non-regularly traded class of
securities only if on the date such interest was acquired by such person it had
a fair market value greater than the fair market value on that date of 5% of the
regularly traded class of stock into which it is convertible. The special tax
(but, except in certain circumstances, not the withholding tax) would likewise
apply to a disposition of an interest in a class of stock that is regularly
traded on an established securities market by a non-U.S. person who beneficially
owns, actually or constructively, more than 5% of the total fair market value of
such class of securities at any time during the five year period immediately
preceding the disposition of such interest.

          Certain U.S. federal income tax consequences of an investment in a
class of securities will, to the extent appropriate under the circumstances, be
described in the prospectus supplement relating thereto. Each prospective holder
of securities is urged to consult its own tax advisors regarding the U.S.
federal tax consequences of an investment in such securities, as well as the tax
consequences under any state, local or foreign tax laws.

                              PLAN OF DISTRIBUTION

          We may sell the securities described in this prospectus

          o    through agents

          o    through underwriters or dealers or

          o    directly to one or more purchasers.

          The distribution of the securities may be made from time to time in
one or more transactions at a fixed price or prices. The fixed price may be
changed to reflect market prices prevailing at the time of sale at negotiated
prices.

          Except for the common stock, the securities will have no established
trading market. Underwriters and agents to whom securities are sold for public
offering and sale may make a market in the securities, but will not be obligated
to do so and could stop doing so at any time without notice. We cannot guarantee
that there will be a market for the securities.

          In connection with the sale of offered securities, underwriters may
receive compensation from us or from purchasers of offered securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell offered securities to or through dealers and such dealers
may receive compensation in the form of discounts, concessions and commissions
from the underwriters and commissions from the purchasers for whom they may act
as agents. Underwriters, dealers, agents or direct purchasers that participate
in the distribution of the offered securities may be underwriters as defined in
the Securities Act of 1933, and any discounts or commissions that we pay to them
and any profit on their resale of the offered securities may be treated as
underwriting discounts and commissions under the Securities Act of 1933. We will
identify any underwriters, dealers, agents or direct purchasers and describe
their compensation in the prospectus supplement.

          We may have agreements with the underwriters, dealers and agents who
participate in the sale of offered securities to indemnify them against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribute with respect to payments which the underwriters, dealers or agents
may be required to make.

          We may authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase debt securities which will be paid
for and delivered on a future date specified in the prospectus supplement. The
obligations of any purchasers under this delayed delivery and payment
arrangements will not be subject to any conditions except that the purchase at
delivery must not be prohibited under the laws of any jurisdiction in the United
States to which the institution is subject. The underwriters and dealers will
not have any responsibility for the validity and performance of these contracts.


                                      -28-
<PAGE>

                                  LEGAL OPINION

          White & Case LLP will issue for us an opinion about the legality of
the offered securities.

                                     EXPERTS

          The consolidated financial statements of Newmont Mining Corporation
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

          The audited consolidated financial statements of Newmont Mining
Corporation of Canada Limited (formerly known as Franco-Nevada Mining
Corporation Limited) as of March 31, 2001 and 2000 and for each of the three
years ended March 31, 2001, incorporated by reference in this prospectus, have
been audited by PricewaterhouseCoopers LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in auditing and accounting.

          The financial statements of Normandy Mining Limited as of June 30,
2001 and 2000, and for the years then ended, have been audited by Deloitte
Touche Tohmatsu, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

          With respect to the unaudited interim financial information of
Normandy Mining Limited as of December 31, 2001 and 2000 and for the six month
periods then ended which is incorporated herein by reference, Deloitte Touche
Tohmatsu have applied limited procedures in accordance with professional
standards for a review of such information. However, as stated in their report
included in the Newmont Mining Corporation Current Report on Form 8-K filed on
March 1, 2002, and incorporated by reference herein, they did not audit and they
do not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte Touche
Tohmatsu are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.

                       WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public from
our web site at http://www.newmont.com or from the SEC's web site at
http://www.sec.gov. The information on our website is not incorporated by
reference into and is not made a part of this prospectus. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York City and Chicago. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.

          The SEC allows us to "incorporate by reference" in this prospectus the
information in the documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus the documents listed below and any future filings
that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities that may be
offered by this prospectus:

          o    Annual Report on Form 10-K for the year ended December 31, 2001;

          o    Current Reports on Form 8-K filed on January 17, 2002, February
               7, 2002, March 1, 2002 (as amended by a Current Report on Form
               8-K/A filed on April 16, 2002), April 3, 2002 and April 16, 2002;
               and



                                      -29-
<PAGE>

          o    The description of our common stock contained in our registration
               statement on Form 8-A for our common stock filed under the
               Securities Exchange Act of 1934 including any amendment or report
               filed for the purpose of updating that description.

You may request a copy of these documents at no cost to you, by writing or
telephoning us as follows:

         Newmont Mining Corporation
         1700 Lincoln Street
         Denver, Colorado  80203
         Attn:  Office of the Secretary
         (303) 863-7414

          You should rely only on the information incorporated by reference or
provided in this prospectus or in any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
an offer of the securities described in this prospectus in any state where the
offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.

          Newmont USA is our consolidated wholly owned subsidiary. Newmont USA
is not required to file separate reports with the SEC.


                                      -30-
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.*

         SEC filing fee........................................$    46,000
         Accounting fees and expenses..........................$    20,000
         Legal fees and expenses ..............................$   150,000
         Warrant Agent's fees..................................$     2,500
         Transfer Agent's fees.................................$     2,500
         Trustee's fees........................................$    10,000
         Rating agency fees....................................$   200,000
         Printing and engraving expenses.......................$    50,000
         Miscellaneous ........................................$    10,000
                                                               -----------

         Total ................................................$   441,000
                                                               ============
--------------------

*All estimates except for filing fee.

Item 15.  Indemnification of Directors and Officers.

          Article Tenth of each of the Certificates of Incorporation of Newmont
Mining Corporation and Newmont USA Limited provides that its directors shall be
protected from personal liability, through indemnification or otherwise, to the
fullest extent permitted under the General Corporation Law of the State of
Delaware as from time to time in effect.

          The By-Laws of each of Newmont Mining and Newmont USA provide that
each person who at any time is or shall have been a director or officer of
Newmont Mining or Newmont USA, as the case may be, or is or shall have been
serving another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity at the request of Newmont Mining or
Newmont USA, as the case may be, and his or her heirs, executors and
administrators, shall be indemnified by Newmont Mining or Newmont USA, as the
case may be, in accordance with and to the full extent permitted by the General
Corporation Law of the State of Delaware. Article VI of the By-Laws of each of
Newmont Mining and Newmont USA facilitates enforcement of the right of directors
and owners to be indemnified by establishing such right as a contract right
pursuant to which the person entitled thereto may bring suit as if the
indemnification provisions of the By-Laws were set forth in a separate written
contract between Newmont Mining or Newmont USA, as the case may be, and the
director or officer.

          Section 145 of the General Corporation Law of the State of Delaware
authorizes and empowers each Delaware corporation to indemnify its directors,
officers, employees and agents against liabilities incurred in connection with,
and related expenses resulting from, any claim, action or suit brought against
any such person as a result of his or her relationship with the corporation,
provided that such persons acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best interests of the
corporation in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal liability on the part of
such person in connection with such acts or events is not necessarily
determinative of the question of whether such person has met the required
standard of conduct and is, accordingly, entitled to be indemnified. The
foregoing statements are subject to the detailed provisions of Section 145 of
the General Corporation Law of the State of Delaware.


                                      II-1
<PAGE>

          Item 16. Exhibits.

         Exhibit
Number   Description of Documents

1.1     Proposed form of Underwriting Agreement relating to the Common Stock,
        the Preferred Stock, the Depositary Shares and the Common Stock
        Warrants. Incorporated by reference to Exhibit 1.1 to Newmont Mining
        Corporation's Registration Statement on Form S-3 (No. 333-65810).

1.2     Proposed form of Underwriting Agreement relating to the Debt Securities
        and the Debt Security Warrants.

4.1     Certificate of Incorporation of Newmont Mining Corporation. Incorporated
        by reference to Appendix F to Newmont Mining Corporation's Registration
        Statement on Form S-4 (File No. 333-76506), filed with the Securities
        and Exchange Commission on January 10, 2002.

4.2     Certificate of Elimination of Series A Junior Participating Preferred
        Stock of Newmont Mining Corporation. Incorporated by reference to
        Exhibit 3.2 to Newmont Mining Corporation's Registration Statement on
        Form 8-A (File No. 001-31240), relating to the registration of its
        common stock, filed with the Securities and Exchange Commission on
        February 15, 2002.

4.3     Certificate of Designations of Special Voting Stock of Newmont Mining
        Corporation. Incorporated by reference to Exhibit 3.3 to Newmont Mining
        Corporation's Registration Statement on Form 8-A (File No. 001-31240),
        relating to the registration of its common stock, filed with the
        Securities and Exchange Commission on February 15, 2002.

4.4     Certificate of Designations of Series A Junior Participating Preferred
        Stock of Newmont Mining Corporation. Incorporated by reference to
        Exhibit 3.1 to Newmont Mining Corporation's Registration Statement on
        Form 8-A (File No. 001-31240), relating to the registration of its
        preferred stock purchase rights, filed with the Securities and Exchange
        Commission on February 15, 2002.

4.5     Certificate of Designations of $3.25 Convertible Preferred Stock of
        Newmont Mining Corporation. Incorporated by reference to Exhibit 3.3 to
        Newmont Mining Corporation's Registration Statement on Form 8-A (File
        No. 001-31240), relating to the registration of such preferred stock,
        filed with the Securities and Exchange Commission on February 15, 2002.

4.6     Certificate of Amendment to the Certificate of Incorporation of Newmont
        Mining Corporation. Incorporated by reference to Exhibit 3.4 to Newmont
        Mining Corporation's Registration Statement on Form 8-A (File No.
        001-31240), relating to the registration of its common stock, filed with
        the Securities and Exchange Commission on February 15, 2002.

4.7     By-Laws of Newmont Mining Corporation. Incorporated by reference to
        Exhibit 3(g) to Newmont Mining Corporation's Annual Report on Form 10-K
        for the year ended December 31, 2001.

4.9     Indenture relating to the Senior Debt Securities, to be dated on or
        about the date of first issuance of Senior Debt Securities thereunder,
        among Newmont Mining Corporation, Newmont USA Limited and Citibank,
        N.A., as trustee ("Citibank"), (including the form of Senior Debt
        Securities) (the "Senior Indenture").

4.10    Indenture relating to the Subordinated Debt Securities, to be dated on
        or about the date of first issuance of Subordinated Debt Securities
        thereunder, among Newmont Mining Corporation, Newmont USA Limited and
        Citibank,N.A., as trustee (including the form of Subordinated Debt



                                      II-2
<PAGE>

        Securities) (the "Subordinated Indenture").

4.11    Form of Common Stock Warrant Agreement (including form of Warrant).
        Incorporated by reference to Exhibit 4.15 to Newmont Mining
        Corporation's Registration Statement on Form S-3 (No. 33-54249). Opinion
        of White & Case LLP.

5       Opinion of White & Case LLP

12.1    Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
        Dividends.

12.2    Computation of Ratio of Earnings to Fixed Charges.

15      Letter re Unaudited Interim Financial Information

23.1    Consent of Arthur Andersen LLP.

23.2    Consent of PricewaterhouseCoopers LLP.

23.3    Consent of Deloitte Touche Tohmatsu.

23.4    Consent of White & Case LLP (included in Exhibit 5).

24.1    Power of Attorney of certain officers and directors of Newmont Mining
        Corporation.

24.2    Power of Attorney of certain officers and directors of Newmont USA
        Limited.

25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
        as amended, of Citibank, N.A., as Indenture Trustee under the Senior
        Indenture.

25.2    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
        as amended, of Citibank, N.A., as Indenture Trustee under the
        Subordinated Indenture.


Item 17.  Undertakings.

               The undersigned Registrants hereby undertake:

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

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

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in 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% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and


                                      II-3
<PAGE>

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

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by one of the Registrants pursuant to Section 13 or Section
     15(d) of the 1934 Act that are incorporated by reference in the
     registration statement;

          (2) that, for the purpose of determining any liability under 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;

          (3) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and

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

          Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrants
pursuant to the foregoing provisions, or otherwise, the Registrants have been
advised that in the opinion of the 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 one of the Registrants of expenses incurred or paid by a director,
officer or controlling person of such 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, such
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, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on the 26th day of
April, 2002.

                                          NEWMONT MINING CORPORATION


                                          By  /s/ Britt D. Banks
                                            ---------------------------------
                                             Britt D. Banks
                                             Vice President, General Counsel
                                                 and Secretary

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

<TABLE>
<CAPTION>
Signature                            Title                                      Date


<S>                                 <C>                                       <C>

----------------------
Glen A. Barton                       Director

           *
----------------------
Vincent A. Calarco                   Director                                 April 26, 2002

           *
----------------------
   Ronald C. Cambre                  Director                                 April 26, 2002

           *
----------------------
  James T. Curry, Jr.                Director                                 April 26, 2002

           *
----------------------
  Joseph P. Flannery                 Director                                 April 26, 2002


----------------------
  Leo I. Higdon, Jr.                 Director

           *
----------------------
    M. Craig Haase                   Director                                 April 26, 2002

           *
----------------------
   Michael S. Hamson                 Director                                 April 26, 2002

           *
----------------------
    Pierre Lassonde                  Director                                 April 26, 2002

           *
----------------------
   Robert J. Miller                  Director                                 April 26, 2002

           *                         Chairman of the Board and Chief
----------------------               Executive Officer
    Wayne W. Murdy                   (Principal Executive Officer)            April 26, 2002

</TABLE>

                                      II-5
<PAGE>
<TABLE>
<CAPTION>
<S>                                 <C>                                       <C>
           *
----------------------
  Robin A. Plumbridge                Director                                 April 26, 2002

           *
----------------------
   John B. Prescott                  Director                                 April 26, 2002

           *
----------------------
   Moeen A. Qureshi                  Director                                 April 26, 2002

           *
----------------------
   Michael K. Reilly                 Director                                 April 26, 2002

           *
----------------------
   Seymour Schulich                  Director                                 April 26, 2002

           *
----------------------
   James V. Taranik                  Director                                 April 26, 2002

/s/ Bruce D. Hansen
----------------------
    Bruce D. Hansen                  Senior Vice President and Chief          April 26, 2002
                                     Financial Officer
                                     (Principal Financial Officer)

/s/ Linda K. Wheeler
----------------------
    Linda K. Wheeler                   Vice President and Controller          April 26, 2002
                                      (Principal Accounting Officer)


*By  /s/ Britt D. Banks
    ----------------------
     Britt D. Banks
     As Attorney-in-fact
</TABLE>


                                      II-6
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on the 26th day of
April, 2002

                                         NEWMONT USA LIMITED


                                         By   /s/ Bruce D. Hansen
                                           ------------------------
                                            Bruce D. Hansen
                                            President and Director

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

<TABLE>
<CAPTION>

<S>                                     <C>                                             <C>
Signature                               Title                                            Date

                *
-------------------------------
David H. Francisco                      Chairman, of the Board and                      April 26, 2002
                                        Director


------------------------------
Britt D. Banks                          Director

                *
-------------------------------
Bruce D. Hansen                         President and Director                          April 26, 2002
                                        (Principal Executive Officer and
                                        Principal Financial Officer)

                *
-------------------------------         Vice President and Controller                   April 26, 2002
  Linda K. Wheeler                      (Principal Accounting Officer)


*By /s/ Bruce D. Hansen
    ----------------------------
     Bruce D. Hansen
     As Attorney-in-fact

</TABLE>

                                      II-7
<PAGE>
                              EXHIBIT INDEX

Exhibit
Number                                   Description of Documents

1.1     Proposed form of Underwriting Agreement relating to the Common Stock,
        the Preferred Stock, the Depositary Shares and the Common Stock
        Warrants. Incorporated by reference to Exhibit 1.1 to Newmont Mining
        Corporation's Registration Statement on Form S-3 (No. 333-65810).

1.2     Proposed form of Underwriting Agreement relating to the Debt Securities
        and the Debt Security Warrants.

4.1     Certificate of Incorporation of Newmont Mining Corporation. Incorporated
        by reference to Appendix F to Newmont Mining Corporation's Registration
        Statement on Form S-4 (File No. 333-76506), filed with the Securities
        and Exchange Commission on January 10, 2002.

4.2     Certificate of Elimination of Series A Junior Participating Preferred
        Stock of Newmont Mining Corporation. Incorporated by reference to
        Exhibit 3.2 to Newmont Mining Corporation's Registration Statement on
        Form 8-A (File No. 001-31240), relating to the registration of its
        common stock, filed with the Securities and Exchange Commission on
        February 15, 2002.

4.3     Certificate of Designations of Special Voting Stock of Newmont Mining
        Corporation. Incorporated by reference to Exhibit 3.3 to Newmont Mining
        Corporation's Registration Statement on Form 8-A (File No. 001-31240),
        relating to the registration of its common stock, filed with the
        Securities and Exchange Commission on February 15, 2002.

4.4     Certificate of Designations of Series A Junior Participating Preferred
        Stock of Newmont Mining Corporation. Incorporated by reference to
        Exhibit 3.1 to Newmont Mining Corporation's Registration Statement on
        Form 8-A (File No. 001-31240), relating to the registration of its
        preferred stock purchase rights, filed with the Securities and Exchange
        Commission on February 15, 2002.

4.5     Certificate of Designations of $3.25 Convertible Preferred Stock of
        Newmont Mining Corporation. Incorporated by reference to Exhibit 3.3 to
        Newmont Mining Corporation's Registration Statement on Form 8-A (File
        No. 001-31240), relating to the registration of such preferred stock,
        filed with the Securities and Exchange Commission on February 15, 2002.

4.6     Certificate of Amendment to the Certificate of Incorporation of Newmont
        Mining Corporation. Incorporated by reference to Exhibit 3.4 to Newmont
        Mining Corporation's Registration Statement on Form 8-A (File No.
        001-31240), relating to the registration of its common stock, filed with
        the Securities and Exchange Commission on February 15, 2002.

4.7     By-Laws of Newmont Mining Corporation. Incorporated by reference to
        Exhibit 3(g) to Newmont Mining Corporation's Annual Report on Form 10-K
        for the year ended December 31, 2001.

4.8     Rights Agreement, dated as of February 13, 2002, between Newmont Mining
        Corporation and Mellon Investor Services LLC (which includes the form of
        Certificate of Designations of Series B Junior Preferred Stock of
        Newmont Mining Corporation as Exhibit A, the form of Right Certificate
        as Exhibit B and the Summary of Rights to Purchase Preferred Shares as
        Exhibit C). Incorporated by reference to Exhibit 4.1 to Newmont Mining
        Corporation's Registration Statement on Form 8-A (File No. 001-31240),
        relating to the registration of its preferred stock purchase rights,
        filed on February 15, 2002.



<PAGE>

4.9     Indenture relating to the Senior Debt Securities, to be dated on or
        about the date of first issuance of Senior Debt Securities thereunder,
        among Newmont Mining Corporation, Newmont USA Limited and Citibank,
        N.A., as trustee ("Citibank"), (including the form of Senior Debt
        Securities) (the "Senior Indenture").

4.10    Indenture relating to the Subordinated Debt Securities, to be dated on
        or about the date of first issuance of Subordinated Debt Securities
        thereunder, among Newmont Mining Corporation, Newmont USA Limited and
        Citibank, N.A., as trustee (including the form of Subordinated Debt
        Securities) (the "Subordinated Indenture").

4.11    Form of Common Stock Warrant Agreement (including form of Warrant).
        Incorporated by reference to Exhibit 4.15 to Newmont Mining
        Corporation's Registration Statement on Form S-3 (No. 33-54249).

5       Opinion of White & Case LLP.

12.1    Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
        Dividends.

12.2    Computation of Ratio of Earnings to Fixed Charges.

15      Letter re Unaudited Interim Financial Information

23.1    Consent of Arthur Andersen LLP.

23.2    Consent of PricewaterhouseCoopers LLP.

23.3    Consent of Deloitte Touche Tohmatsu.

23.4    Consent of White & Case LLP (included in Exhibit 5).

24.1    Power of Attorney of certain officers and directors of Newmont Mining
        Corporation.

24.2    Power of Attorney of certain officers and directors of Newmont USA
        Limited.

25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
        as amended, of Citibank, N.A., as Indenture Trustee under the Senior
        Indenture.

25.2    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
        as amended, of Citibank, N.A., as Indenture Trustee under the
        Subordinated Indenture.