Registration No. 333-48908
================================================================================

    As filed with the Securities and Exchange Commission on December 12, 2000
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           NEWMONT MINING CORPORATION
             (Exact name of Registrant as specified in its charter)
                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)
                                   13-2526632
                      (I.R.S. Employer Identification No.)

                               1700 LINCOLN STREET
                             DENVER, COLORADO 80203
                                 (303) 863-7414
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                            TIMOTHY J. SCHMITT, 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. [_]

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                    Proposed maximum       Proposed maximum
          Title of each class of               Amount to be          offering price       aggregate offering        Amount of
       Securities to be registered             registered (1)         per unit (1)             price (1)         registration fee(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                        <C>
Common  Stock, $1.60 par value                   2,712,049               12.9375           US$35,087,133.94           US$9,263
===================================================================================================================================

</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)  A filing fee of $10,560  was paid on October  30,  2000 based on a proposed
     maximum  offering price per unit of $14.749.  The correct  proposed maximum
     offering  price  per unit as  calculated  pursuant  to Rule 457  under  the
     Securities Act of 1933, as amended, is $12.9375.

         The Registrant hereby amends this  registration  statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
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.
================================================================================
<PAGE>

                           NEWMONT MINING CORPORATION
                         2,712,049 Shares of common stock

         The  holders  of  shares  of  common  stock  of  Newmont  named in this
prospectus  may offer and sell by this  prospectus  up to 2,712,049  shares from
time to time.  Newmont  Mining is not  offering or selling any of the shares and
will not receive any of the proceeds from any sale by the selling holders.

Our common stock trades on the New York Stock Exchange under the symbol "NEM".

SEE "RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
BEFORE BUYING OUR COMMON STOCK.



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 December __, 2000.
<PAGE>

                                TABLE OF CONTENTS


Newmont Mining.................................................................2
Risk Factors...................................................................2
Selling Stockholders...........................................................5
Use of Proceeds................................................................6
Description of Newmont Mining Capital Stock....................................6
U.S. Federal Income Tax Considerations as a Real
  Property Holding Corporation................................................16
Plan of Distribution..........................................................17
Legal Opinion.................................................................18
Experts.......................................................................18
Where You Can Find More Information...........................................18


NEWMONT MINING


         We were  incorporated  in 1965  under  the  laws  of  Delaware.  We are
engaged,  directly or indirectly through our subsidiaries and affiliates, in the
production of gold, the exploration for gold and the acquisition and development
of gold  properties  worldwide.  We  produce  gold from  operations  in  Nevada,
California,   Peru,  Indonesia,   Mexico  and  the  Central  Asian  Republic  of
Uzbekistan.  In late 1999, we began  production from a copper/gold  deposit at a
second project in Indonesia.

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

RISK FACTORS

          Investing  in our common stock  involves a degree of risk.  You should
carefully  consider the following risks and all other  information  contained in
this prospectus before making an investment decision.

A SUBSTANTIAL OR EXTENDED  DECLINE IN GOLD PRICES WOULD HAVE A MATERIAL  ADVERSE
EFFECT ON OUR BUSINESS

          Our  business is extremely  dependent  on the price of gold,  which is
affected by numerous factors beyond our control. Factors tending to put downward
pressure on the price of gold include:

          o    sales and  leasing of gold  reserves by  governments  and central
               banks,

          o    a low rate of inflation and a strong U.S. dollar,

          o    global and regional depression or reduced economic activity, and

          o    speculative trading.

Any drop in the price of gold adversely  impacts our revenues,  profits and cash
flows.

         In addition, sustained low prices can:

          o    reduce  revenues by  production  cutbacks due to cessation of the
               mining of  deposits  or  portions  of  deposits  that have become
               uneconomic at the then-prevailing gold price,

          o    halt the development of new projects,

          o    reduce  funds  available  for  exploration,  with the result that
               depleted reserves are not replaced,

          o    reduce the existing  reserves by removing ore from  reserves that
               cannot be economically mined or treated at prevailing prices, or

          o    result in the  write-off of assets whose value is impaired by low
               gold prices.

WE CONTINUALLY NEED TO OBTAIN ADDITIONAL RESERVES FOR GOLD PRODUCTION

         We must continually  replace gold reserves depleted by production.  The
depleted  reserves must be replaced by expanding  known orebodies or by locating
new  deposits in order for us to maintain  our  production  levels over the long
term.  It may take  many  years  from the  initial  phases  of  drilling  before
production is possible and during that time economic  feasibility  of production
may change.  We need to make  substantial  expenditures to establish  proven and
probable  reserves through  drilling,  to determine  metallurgical  processes to
extract the metals from the ore and, in the case of new properties, to construct
mining  and  processing  facilities.  Success  in  exploration  for gold is very
uncertain and there is the risk that depletion of reserves will not be offset by
discoveries.

ESTIMATES OF PROVEN AND PROBABLE ORE RESERVES AT NEW SITES ARE UNCERTAIN

         When we make  estimates  of  proven  and  probable  reserves  and  cash
operating costs at development  projects that have no operating history they are
subject to considerable uncertainty. Our estimates are, to a large extent, based
on interpretations of geologic data obtained from drill holes and other sampling
techniques.  We use  feasibility  studies to derive  estimates of cash operating
costs  based  upon  anticipated  tonnage  and  grades  of  ore to be  mined  and
processed,  configuration of the ore body,  expected recovery rates of the gold,
copper  or other  metals  from  the  ore,  comparable  facility,  equipment  and
operating costs, anticipated climatic conditions and other factors. As a result,
actual cash operating  costs and economic  returns on  development  projects may
differ significantly from our original estimates.  Also, we sometimes experience
unexpected  problems  and  delays  during  the  start-up  phase  in  new  mining
operations.   The  process  for  obtaining  permits  for  such  operations,   in
particular, is difficult and uncertain.

WE INCUR COSTS TO COMPLY WITH ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS

         Our exploration,  production and processing  operations are extensively
regulated under various U.S. federal,  state and local and foreign laws relating
to the protection of air and water quality,  hazardous waste management and mine
reclamation.  We have incurred  current and may have potential  future liability
for  remediation  and  other  environmental   costs.   Further,  the  regulatory
environment  for our  operations  could change in ways that would  substantially
increase liability or the costs of compliance and have a material adverse effect
on our results of operations or financial position.

OUR OPERATIONS  OUTSIDE NORTH AMERICA ARE SUBJECT TO THE RISKS OF DOING BUSINESS
ABROAD

         Over the past few years,  we have devoted a significant  portion of our
capital expenditures to international ventures. Our mining properties outside of
the United States and Canada  accounted for  approximately  36% of our 1999 gold
production.  We have  approximately  38% of our long-lived assets outside of the
United States and Canada.

         These  non-North  American  exploration,   development  and  production
activities are  potentially  subject to increased  political and economic risks,
including:

          o    cancellation or renegotiation of contracts;

          o    disadvantages of competing  against companies from countries that
               are not  subject  to U.S.  laws and  regulations,  including  the
               Foreign Corrupt Practices Act;

          o    changes in foreign laws or regulations;

          o    changes in tax laws;

          o    royalty and tax increases or claims;

          o    retroactive tax or royalty claims;

          o    expropriation or nationalization of property;

          o    currency fluctuations;

          o    foreign exchange controls;

          o    import and export regulations;

          o    environmental controls;

          o    risks  of loss  due to  civil  strife,  acts  of  war,  guerrilla
               activities and insurrection; and

          o    other risks arising out of foreign  sovereignty over the areas in
               which our operations are conducted.

         Consequently,  our  non-North  American  exploration,  development  and
production  activities  may be  substantially  affected  by  factors  beyond our
control,  any of which could materially  adversely affect our financial position
or results of operations.  Furthermore,  in the event of a dispute  arising from
non-North American operations,  we may be subject to the exclusive  jurisdiction
of courts outside North America or may not be successful in subjecting non-North
American persons to the jurisdiction of the courts in North America, which could
adversely affect the outcome of a dispute.

WE MAY SUFFER LOSSES FROM HEDGING

         We use commodity  market  instruments to protect the selling price of a
portion  of  future  production.  We also  sometimes  contract  to  sell  future
production  at an agreed  price.  Our net  income in 1999 was  reduced  by $44.8
million  ($29.1  million,  net of tax)  for  the  recognition  of an  unrealized
non-cash  mark-to-market  loss on call options sold in 1999.  Similar losses may
occur in the future.  An increase in the price of gold will likely  increase the
fair value of the all options held by us resulting in non-cash  charges  against
income consisting of an "unrealized  mark-to-market  loss on call options" equal
to the difference  between the fair value of the options on the date of sale and
at the end of a particular period.  However,  over the life of the options,  any
charges would be restored to income. If the gold price rises above the price for
which future production has been sold, we will have an opportunity loss.


SELLING STOCKHOLDERS

The following table sets forth the following:

          o    the name of each of the selling stockholders,

          o    the number of shares of common stock  beneficially  owned by each
               of the selling stockholders as of October 23, 2000,

          o    the  number  of  shares  of  common   stock  that  each   selling
               stockholder may sell by this prospectus and

          o    the  number  of  shares  of  common   stock  that  each   selling
               stockholder  will  beneficially  own after the sale of all shares
               covered by this prospectus:

<TABLE>
<CAPTION>

                                             Beneficial Ownership                           Beneficial Ownership
                                               Prior to Sales by          Shares to            after Sales by
         Selling Stockholders                   this Prospectus           be Offered           this Prospectus
         --------------------                   ---------------           ----------           ---------------
<S>                                           <C>                         <C>                        <C>
Normandy International Holdings
Pty Ltd..........................                      0                    1,287,788                 0
Compagnie Miniere Internationale
Or S.A...........................                      0                    1,340,351                 0

</TABLE>

         No selling  stockholder  beneficially  owns one  percent or more of our
issued and outstanding common stock.

         The selling  stockholders  acquired the shares of common stock that may
be sold by this  prospectus  under the  terms of a  settlement  agreement  dated
October 20, 2000 among Newmont Mining,  Compania de Minas  Buenaventura  S.A.A.,
the selling stockholders and other affiliated entities. The settlement agreement
relates to the  settlement of litigation and the release of claims in connection
with  Newmont  Mining's  and  Buenaventura's   Peruvian  joint  venture,  Minera
Yanacocha S.R.L., and other operations.

         Our  registration  of the shares  included in this  prospectus does not
necessarily  mean that the selling  stockholders  will decide to sell any of the
shares offered by this prospectus.  The shares covered by this prospectus may be
sold from time to time by the selling  stockholders  pursuant to this prospectus
so long as this prospectus remains in effect.

USE OF PROCEEDS

         We will not receive any proceeds  from the sale of common stock by this
prospectus by the selling stockholders.

DESCRIPTION OF OUR CAPITAL STOCK

          Your rights as a  stockholder  will be governed by Delaware  law,  our
restated  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 restated
certificate of incorporation and by-laws and the Rights  Agreement,  dated as of
August 31, 2000, between us and ChaseMellon  Shareholder Services LLC, as rights
agent,   relating  to  rights  to  purchase   shares  of  our  Series  A  Junior
Participating   Preferred   Stock.   Copies  of  our  restated   certificate  of
incorporation,  our by-laws and our Rights Agreement are attached as exhibits to
the registration statement of which this prospectus forms a part.

         As of  November  22,  2000,  we had  255,000,000  shares of  authorized
capital stock. Those shares consisted of:

          o    5,000,000  shares  of  preferred   stock,   none  of  which  were
               outstanding; and

          o    250,000,000  shares of common stock, of which 168,200,894  shares
               were outstanding.

COMMON STOCK

Listing

         Our  common  stock is listed on the New York Stock  Exchange  under the
symbol "NEM" and on the Brussels Stock Exchange and the Swiss Stock Exchange.

Dividends

         Holders of our common stock may receive  dividends when declared by the
board of directors.  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.

Voting Rights

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

o    our  restated  certificate  of  incorporation  may be  amended  only if the
     proposed  amendment  is approved by our board of directors  and  thereafter
     approved by a majority  of the  outstanding  stock  entitled to vote on the
     amendment and by a majority of the outstanding stock of each class entitled
     to vote on the amendment as a class.

o    our  stockholders  may  amend  our  by-laws  by the  affirmative  vote of a
     majority of the outstanding stock entitled to vote thereon.

         Directors  are to be elected by a plurality of the votes cast,  and our
stockholders  do not have the right to cumulate  their votes in the  election of
directors.  For that  reason,  holders of a majority of the shares of our common
stock  entitled to vote in any  election of our  directors  may elect all of the
directors standing for election. Our board is not classified.

By-Laws

         Our board of directors may adopt,  amend or repeal our by-laws  subject
to Delaware law and our restated certificate of incorporation. The board's power
to change our  by-laws is also  subject to the power of  stockholders  to do the
same.

Liquidation Rights

         If we liquidate,  dissolve or wind-up our business, whether voluntarily
or  not,  holders  of  our  common  stock  will  share   proportionally  in  the
distribution  of all  assets  remaining  after we pay  creditors  and  preferred
stockholders.

Redemption

         The common stock is not redeemable or convertible.

ANTI-TAKEOVER PROVISIONS

         Article  Ninth of our restated  certificate  of  incorporation  and our
Rights Agreement may make it more difficult for certain  corporations,  entities
or persons to acquire control of us or to remove management.

Approval of Certain Mergers, Consolidations, Sales and Leases

         Article Ninth of our restated certificate of incorporation  requires us
to get the  approval  of 80% of our  stockholders  who are  entitled  to vote in
elections of directors 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 of directors  has approved the  transaction  before the
               other corporation, person or entity has become 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 80%
of our stockholders.

STOCKHOLDER RIGHTS PLAN

         On August 31, 2000,  our board of directors  declared a dividend of one
Series  A  Junior   Participating   Preferred  Stock  purchase  right  for  each
outstanding  share of common stock,  par value $1.60 per share. The dividend was
paid on September  11, 2000 to the  stockholders  of record on that date.  These
rights  replaced our preferred  share purchase  rights that expired on September
11, 2000.

         In general terms,  the Rights Agreement 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.

The Rights

         Our board  authorized  the  issuance of one right with  respect to each
share of common stock  outstanding on September 11, 2000.  The rights  initially
traded  with,  and were  inseparable  from,  the  common  stock.  The rights are
evidenced only by certificates  that represent  shares of our common stock.  New
rights  accompany any new shares of our common stock issued after  September 11,
2000 until the "distribution date" described below.

Exercise Price

         Each right allows its holder to purchase from us one  one-thousandth of
a share  of  Series A  Junior  Participating  Preferred  Stock,  referred  to as
"preferred shares," 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 will not be 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,

          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 our  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 with a market value of $200,
               based on the  market  price  of the  common  stock  prior to such
               acquisition.

          o    Flip  Over.  If we are  later  acquired  in a merger  or  similar
               transaction  after the rights  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
               such 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 per
               share or an  amount  equal to the  payment  made on one  share of
               common stock, whichever is greater.

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

          o    if  shares  of  our  common  stock  are   exchanged  via  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
approximates the value of one share of common stock.

Expiration

         The rights will expire on September 11, 2010.

Redemption

         Our board 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,  a
reclassification  of the preferred shares or common stock. No adjustments to the
exercise price of less than 1% may be made.

Amendments

         The terms of the Rights  Agreement  may be amended by our board without
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,  our
board may not cause a person or group to become an acquiring  person by lowering
this threshold  below the percentage  interest that such 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.

The Rights Have Anti-Takeover Effects

         The stockholder  rights will cause substantial  dilution to a person or
group that attempts to acquire us on terms not approved by our board,  except by
means of an offer conditioned on a substantial  number of rights being acquired.
The rights should not interfere  with any merger or other  business  combination
approved  by our  board,  as the rights may be  redeemed  by us at the  required
redemption  price,  or may be amended so as not to apply to such a  combination,
prior to the time that a person or group has  acquired  beneficial  ownership of
15% or more of the shares of our common stock.

         The Rights Agreement, specifying the terms of the rights and including,
as an exhibit,  the form of the  certificate  of  designation  setting forth the
terms of the Series A Junior  Participating  Preferred  Stock, is attached as an
exhibit to our registration  statement on Form 8-A, dated September 6, 2000, and
is incorporated in this document by reference.  The foregoing description of the
Series A Junior  Participating  Preferred  Stock purchase rights is qualified in
its entirety by reference to this exhibit. You should read the Rights Agreement.

$3.25 CONVERTIBLE PREFERRED STOCK

         In connection with the proposed merger of our wholly owned  subsidiary,
Bounty Merger Corp., with Battle Mountain Gold Company, on the effective date of
the  merger,  we expect to issue  shares  of a new  series of $3.25  convertible
preferred  stock,  par value  $5.00  per  share.  On June 21,  2000 our board of
directors authorized the issuance of up to 2,300,000 shares of $3.25 convertible
preferred stock. The following is a summary of our convertible  preferred stock.
This  summary is  qualified  in its  entirety  by  reference  to the form of the
certificate of designation of our $3.25  convertible  preferred stock, a copy of
which is attached as an exhibit to our registration statement on Form 8-A, dated
September 6, 2000 and is incorporated in this document by reference.

Dividend Rights

         Holders of shares of the  convertible  preferred stock will be entitled
to receive,  when,  as and if declared  by our board of  directors  out of funds
legally available therefor,  an annual cash dividend of $3.25 per share, payable
in equal  quarterly  installments on February 15, May 15, August 15 and November
15, commencing November 15, 2000 (assuming the merger of Bounty Merger Corp. and
Battle  Mountain Gold Company is completed  prior to this date),  except that if
such date is not a Saturday, Sunday or legal holiday, then such dividend will be
payable  on the next  succeeding  day that is not a  Saturday,  Sunday  or legal
holiday.  Dividends  on the  convertible  preferred  stock will  accrue  without
interest and be cumulative from the date of initial issuance.  Dividends will be
payable to holders of record as they appear on our stock  transfer books on such
record dates as are fixed by our board of directors.

         If  dividends  are not paid in full,  or  declared in full and sums set
apart for the payment  thereof,  upon the  convertible  preferred  stock and any
other  preferred  stock ranking on a parity as to dividends with the convertible
preferred  stock,  all dividends  declared upon shares of convertible  preferred
stock and such other parity preferred stock will be declared pro rata so that in
all cases the amount of dividends declared and paid per share on the convertible
preferred  stock and such other parity  preferred  stock will bear to each other
the same ratio that accumulated dividends per share on the shares of convertible
preferred stock and such other preferred stock bear to each other. Except as set
forth above, unless full cumulative dividends on the convertible preferred stock
have  been  paid,  or  declared  and sums set  aside  for the  payment  thereof,
dividends  (other than in common stock or any of our other stock ranking  junior
to the convertible preferred stock as to dividends and as to liquidation rights)
may not be paid, or declared and set aside for payment,  and other distributions
may not be made  upon the  common  stock or on any of our  other  stock  ranking
junior to or on a parity with the  convertible  preferred stock as to dividends;
and  neither  common  stock nor any of our  other  stock  ranking  junior to the
convertible  preferred  stock as to  dividends  may be  redeemed,  purchased  or
otherwise acquired for any consideration by us.

Conversion Rights

         Each share of  convertible  preferred  stock will be  convertible  into
shares  of our  common  stock at any time at the  conversion  price of $100 (the
$10.50  conversion  price in respect of  existing  outstanding  Battle  Mountain
convertible  preferred  stock  divided  by the  exchange  ratio in the  merger),
adjusted as  described in the  following  paragraphs.  If shares of  convertible
preferred  stock are earlier called for  redemption,  the conversion  right with
respect  thereto  will  terminate at the close of business on the date fixed for
redemption  and will be lost if not  exercised  prior to that  time,  unless  we
default in payment of the redemption obligation.

         Fractional   shares  of  common  stock  will  not  be  delivered   upon
conversion,  but a cash  adjustment  will be paid in respect of such  fractional
interests based on the then-current market price of the common stock.

          The  conversion  price is subject to adjustment  upon certain  events,
including

          (1)  the issuance of common stock as a dividend or distribution on the
               common stock;

          (2)  a combination, subdivision or reclassification of common stock;

          (3)  the issuance to all holders of common stock of rights or warrants
               (expiring  within 45 days after the record  date for  determining
               stockholders   entitled  to  receive  them)   entitling  them  to
               subscribe  for  or  purchase   common  stock  at  less  than  the
               then-current market price; and

          (4)  the  distribution to all holders of common stock or capital stock
               (other than common stock), evidences of our indebtedness,  assets
               (excluding  regular  periodic  cash  dividends),   or  rights  or
               warrants to subscribe for or purchase our  securities  (excluding
               the  dividends,  distributions,  rights  and  warrants  mentioned
               above).

         No  adjustment of the  conversion  price will be required to be made in
any case until  cumulative  adjustments  amount to 1% of such price. We will not
adjust the conversion  price with respect to rights or warrants  issued pursuant
to certain  employee  benefit plans.  Adjustments  to the conversion  price with
respect  to  preferred  stock  purchase  rights or  similar  rights or  warrants
hereafter  adopted or issued will  generally be made when such  preferred  stock
purchase  rights or similar rights or warrants are exercised.  From time to time
we may decrease the conversion price by any amount for any period of at least 20
days, so long as the decrease is irrevocable  during such period,  in which case
we will  give at least 15 days'  notice of such  decrease.  In  addition  to the
foregoing  adjustments,  we  are  permitted  to  make  such  reductions  in  the
conversion  price as it  determines  to be  advisable  in order  that any  stock
dividend,  subdivision  or shares,  distribution  of rights to purchase stock or
securities or distribution of securities  convertible  into or exchangeable  for
stock made by Newmont to its stockholders will not be taxable to the recipients.

         Except as stated above, we will not adjust the conversion price for the
issuance of common stock, or any securities convertible into or exchangeable for
common stock or carrying the right to purchase any of the foregoing, in exchange
for cash, property or services.

         In case of any  consolidation  or merger to which we are a party (other
than a merger or consolidation in which we are 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),  or in case of any sale or transfer to another  corporation of our
property as an entirety or substantially  as an entirety,  or in the case of 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 any  such  case,  each  holder  of  the  then-outstanding
convertible  preferred  stock will have the right,  at the holder's  option,  to
convert such holder's  convertible  preferred  stock into the kind and amount of
securities,  cash or other property receivable upon such consolidation,  merger,
statutory  exchange,  sale or  transfer  by a holder of the  number of shares of
common  stock  into  which  such  convertible  preferred  stock  might have been
converted immediately prior to such consolidation,  merger,  statutory exchange,
sale or transfer,  assuming  such holder of common stock failed to exercise such
holder's  rights of  election,  if any, as to the kind or amount of  securities,
cash or other property  receivable upon such  consolidation,  merger,  statutory
exchange,  sale or transfer  (provided that if the kind or amount of securities,
cash or other property  receivable upon such  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 such
consolidation,   merger,   statutory   exchange,   sale  or  transfer  for  each
non-electing  share shall be deemed to be the kind and amount so receivable  per
share by a plurality of the non-electing  shares).  In the case of a cash merger
of us into  another  corporation  or any  other  cash  transaction  of the  type
mentioned  above,  the effect of these  provisions would be that thereafter each
share of  convertible  preferred  stock would be  convertible  at the conversion
price in effect at such time into the same  amount of cash per share  into which
each share of convertible  preferred stock would have been  convertible had such
share been converted into common stock  immediately  prior to the effective date
of such cash merger or transaction. Depending upon the terms of such cash merger
or  transaction,  the  aggregate  amount  of cash  into  which  such  shares  of
convertible  preferred  stock would be converted  could be more or less than the
liquidation preference with respect to such convertible preferred stock.

         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 such 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 such  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 such conversion.

Liquidation Rights

         In the event of any liquidation,  dissolution or winding up of Newmont,
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  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 stock issued after the convertible  preferred stock 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 such
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 such
shares will not be entitled to any further  participation in any distribution of
assets by us. Neither a consolidation,  merger or other business  combination of
us with or into  another  corporation  or other entity nor a sale or transfer of
all or part of our  assets  for  cash,  securities  or  other  property  will be
considered a liquidation, dissolution or winding up of us.

Redemption at Option of Newmont

         The convertible preferred stock is redeemable,  at our option, in whole
or in part,  for shares of common  stock,  at any time,  if redeemed  during the
12-month period  beginning May 15 of the year specified  below, at the following
redemption prices:

                                                                       PRICE PER
         YEAR                                                            SHARE
         ----                                                            -----
         2000.......................................................     $50.975
         2001.......................................................     $50.650
         2002.......................................................     $50.325

and  thereafter  at $50.00  per  share,  plus in each case  accrued  and  unpaid
dividends to the  redemption  date.  At no time will the  convertible  preferred
stock be redeemable for cash.

         We will  issue in  payment  of the  redemption  price for each share of
convertible preferred stock to be redeemed such number of shares of common stock
as equals (1) the  then-current  Redemption  Price of the convertible  preferred
stock,  divided  by (2)  the  market  price  of the  common  stock,  subject  to
adjustment in certain circumstances.  The market price will be calculated as the
lower of (1) the average of the daily closing prices of the common stock for the
20  consecutive  trading  days  immediately  preceding  the first  business  day
immediately  preceding the date of the applicable  redemption notice and (2) the
closing price of the common stock on the trading day  immediately  preceding the
first business day immediately  preceding the date of the applicable  redemption
notice.  The closing  price for each day will be the last  reported  sales price
regular way or, in case no such  reported  sales  takes  place on such day,  the
average of the  closing bid and asked  prices  regular way for such day, in each
case on the New York Stock Exchange Composite Tape.  Fractional shares of common
stock will not be issued upon any  redemption of  convertible  preferred  stock,
but, in lieu thereof, we will pay a cash adjustment based on the Market Price.

         If fewer than all the outstanding shares of convertible preferred stock
are to be  redeemed,  we will select  those shares to be redeemed pro rata or by
lot or in such other manner as the board of directors may determine. There is no
mandatory  redemption or sinking fund obligation with respect to the convertible
preferred  stock.  In the event that we have  failed to pay  accrued  and unpaid
dividends on the convertible preferred stock, we may not redeem less than all of
the  then-outstanding  shares of the convertible  preferred stock until all such
accrued and unpaid dividends have been paid in full.

         Notice of redemption  will be mailed at least 30 days but not more than
60 days  before  the  redemption  date to each  holder  of  record  of shares of
convertible  preferred  stock to be redeemed  at the address  shown on the stock
transfer books. After the redemption date, dividends will cease to accrue on the
shares of  convertible  preferred  stock called for redemption and all rights of
the holders of such shares will terminate, except the right to receive shares of
common stock equal to the Redemption  Price as described above without  interest
or adjustment resulting from changes in the market value of the common stock. At
the close of  business  on the  redemption  date,  each  holder  of  convertible
preferred  stock so redeemed  (unless  Newmont  defaults on its  obligations  to
deliver  shares of common  stock or cash) will be,  without any further  action,
deemed a holder  of the  number  of  shares  of  common  stock  for  which  such
convertible preferred stock is redeemable.

Voting Rights

         Holders of the  convertible  preferred stock will have no voting rights
except as described  below or as required by law. In  exercising  any such vote,
each  outstanding  share of convertible  preferred stock will be entitled to one
vote,  excluding  shares held by Newmont 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 such
shares,  whether or not consecutive,  the number of directors of Newmont 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 ("parity  dividend
stock") on which like voting  rights have been  conferred  and are  exercisable)
will be  entitled  to  elect  such  two  additional  directors  to the  board of
directors  at any  meeting  of our  stockholders  at which  directors  are to be
elected until all such  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 such payment or 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 percent of all outstanding shares of convertible  preferred stock, voting
separately  as a  class,  (i)  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, (ii) authorize or issue or increase the authorized
amount of any additional  class or series of stock, or any security  convertible
into stock of such class or series,  ranking senior to the convertible preferred
stock as to dividends or as to rights upon  liquidation,  dissolution or winding
up of us or (iii)  effect  any  reclassification  of the  convertible  preferred
stock.

Other Provisions

         The shares of convertible  preferred stock,  when issued,  will be duly
and validly issued, fully paid and nonassessable.

         The holders of shares of convertible preferred stock have no preemptive
rights with respect to any of our securities.

         An  application  has been filed for listing our  convertible  preferred
stock on the New York Stock Exchange. 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
thereof will be ChaseMellon Shareholder Services, LLC.

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,
and   the   treasury   regulations   promulgated   thereunder.   Under   certain
circumstances,  gain  recognized  on the sale or exchange  of common  stock by a
non-U.S.  person who would not ordinarily be subject to U.S.  federal income tax
on gains would be subject to tax, notwithstanding the non-U.S.  person's lack of
other connections with the United States.  However,  because our common stock is
regularly traded on an established  securities  market,  the special tax on gain
would  apply  to a  disposition  of  common  stock  by  a  non-U.S.  person  who
beneficially owns,  directly or indirectly,  more than 5% of the common stock at
any time during the five year period  immediately  preceding the  disposition of
the common stock.

         Each prospective holder of common stock is urged to consult its own tax
advisors  regarding the U.S.  federal tax  consequences  of an investment in our
common stock, as well as the tax consequences  under any state, local or foreign
tax laws.

PLAN OF DISTRIBUTION

         We are  registering  by this  prospectus  the  shares  on behalf of the
selling  stockholders.  We will bear all costs,  expenses and fees in connection
with the  registration  of the shares  offered by this  prospectus.  The selling
stockholders  may sell shares from time to time in one or more of the  following
types of transactions, which may include block transactions:

          o    on the New York Stock  Exchange or other  exchanges  on which our
               common stock is traded,

          o    in the over-the-counter market,

          o    in negotiated transactions, or

          o    a combination of these methods.

The selling stockholders may sell shares at market prices prevailing at the time
of sale or at negotiated  prices.  The sale  transactions may or may not involve
brokers or dealers.

         The  selling  stockholders  have  advised us that they have not entered
into any agreements,  understandings  or arrangements  with any  underwriters or
broker-dealers  regarding the sale of the shares, nor is there an underwriter or
coordinating broker acting in connection with any proposed sale of shares by the
selling stockholders.

         The selling  stockholders  may sell shares directly to purchasers or to
or  through  broker-dealers,   which  may  act  as  agents  or  principals.  The
broker-dealers may receive  compensation in the form of discounts,  concessions,
or  commissions  from the selling  stockholders  or the purchasers of shares for
whom the broker-dealers may act as agents or to whom they sell as principal,  or
both.  The  compensation  of a  particular  broker-dealer  might be in excess of
customary commissions.

         The selling  stockholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters"  within the meaning
of Section 2(11) of the  Securities  Act of 1933.  Any  commissions  received by
these  broker-dealers  and any profit on the  resale of the shares  sold by them
while  acting as  principals  might be deemed to be  underwriting  discounts  or
commissions under the Securities Act.

         We have agreed to indemnify each selling  stockholder  against  certain
liabilities, including liabilities arising under the Securities Act. The selling
stockholders  may agree to indemnify  any agent,  dealer or  broker-dealer  that
participates  in  transactions  involving  sales of the shares  against  certain
liabilities, including liabilities arising under the Securities Act.

         Because selling stockholders may be deemed to be "underwriters"  within
the meaning of Section  2(11) of the  Securities  Act, the selling  stockholders
will be subject to the prospectus  delivery  requirements of the Securities Act,
which may include delivery through the facilities of the New York Stock Exchange
pursuant  to Rule 153 under the  Securities  Act. We have  informed  the selling
stockholders that the  anti-manipulative  provisions of Regulation M promulgated
under the Securities  Exchange Act of 1934 may apply to their sales of shares in
the market.

         The selling stockholders also may resell all or a portion of the shares
in open market  transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule 144.

         Upon our being  notified  by a selling  stockholder  that any  material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution  or a  purchase  by a  broker  or  dealer,  a  supplement  to  this
prospectus  will be  filed,  if  required,  pursuant  to Rule  424(b)  under the
Securities Act, disclosing:

          o    the  name of the  selling  stockholder  and of the  participating
               broker-dealers,

          o    the number of shares involved,

          o    the price at which the shares were sold,

          o    the commissions  paid or discounts or concessions  allowed to the
               broker-dealers, where applicable,

          o    that the  broker-dealers  did not  conduct any  investigation  to
               verify the  information  set out or  incorporated by reference in
               this prospectus, and

          o    other facts material to the transaction.

LEGAL OPINION

         White & Case LLP will issue for us an opinion about the legality of the
shares of common stock that may be offered by this prospectus.

EXPERTS

         The consolidated financial statements 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.

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. 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 1-800-732-0330  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, 1999
               (as amended);

          o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31,
               2000, June 30, 2000 and September 30, 2000; and

          o    Current  Reports on Form 8-K dated May 16,  2000,  June 30, 2000,
               September 6, 2000 and December 5, 2000.

         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.

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

         SEC filing fee.............................................$ 9,263
         Accounting fees and expenses...............................$ 5,000
         Legal fees and expenses....................................$40,000
         Transfer Agent's fees......................................$ 1,000
         Stock exchanges listing fees...............................$ 2,500
         Miscellaneous..............................................$ 1,000
         Total......................................................$58,763

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

*All estimates except for filing fee.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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.

         The By-Laws of Newmont  Mining provide that each person who at any time
is or shall have been a director  or officer of Newmont  Mining,  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,  and his or her heirs,  executors and  administrators,  shall be
indemnified  by  Newmont  Mining  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 Newmont Mining 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 and the director or officer.

ITEM 16.  EXHIBITS.

EXHIBIT
NUMBER                                   DESCRIPTION OF DOCUMENTS

4.1  - Restated  Certificate of  Incorporation  of  Newmont  Mining  Corporation
       (incorporated by reference to Exhibit 3.1 to Newmont Mining Corporation's
       Registration Statement on Form S-4 (No. 333-50516)).

4.2  - By-Laws of Newmont  Mining  Corporation  as  amended  through  August 30,
       2000.*

4.3  - Rights  Agreement  dated as of  August 31, 2000  between  Newmont  Mining
       Corporation  and  ChaseMellon  Shareholder  Services LLC, as Rights Agent
       (incorporated by reference to Exhibit 4.1 to Newmont Mining Corporation's
       Registration Statement on Form 8-A dated September 6, 2000).

5    - Opinion of White & Case LLP.

23.1 - Consent of Arthur Andersen LLP.

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

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

*      Reviously filed.

ITEM 17.  UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

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

                    (i) to include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

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

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

                  (2) that, for the purpose of determining  any liability  under
         the Act, each such post-effective amendment shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof;

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

                  (4) that, for purposes of determining  any liability under the
         Securities Act of 1933,  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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<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 12TH DAY OF
DECEMBER, 2000.

                                      NEWMONT MINING CORPORATION


                                      By  /s/ Timothy J. Schmitt
                                         -------------------------
                                         Timothy J. Schmitt
                                         Vice President 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>

                *
-------------------------------
   Ronald C. Cambre                     Chairman, Chief Executive            December 12, 2000
                                        Officer and Director
                                        (Principal Executive Officer)

                *
-------------------------------
  James T. Curry, Jr.                   Director                             December 12,  2000

                *
-------------------------------
   Robert J. Miller                     Director                             December 12,  2000

                *
-------------------------------
    Wayne W. Murdy                      President and Director               December 12,  2000

                *
-------------------------------
  Robin A. Plumbridge                   Director                             December 12,  2000

                *
-------------------------------
   Moeen A. Qureshi                     Director                             December 12,  2000

                *
-------------------------------
   Michael K. Reilly                    Director                             December 12,  2000

                *
-------------------------------
   James V. Taranik                     Director                             December 12,  2000

                *
-------------------------------
William I.M. Turner, Jr.                Director                             December 12,  2000

                *
-------------------------------
    Bruce D. Hansen                     Senior Vice President and Chief      December 12,  2000
                                        Financial Officer
                                        (Principal Financial Officer)

                *
-------------------------------
  Linda K. Wheeler                      Vice President and Controller        December 12,  2000
                                        (Principal Accounting Officer)


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

</TABLE>

<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENTS

4.1  - Restated  Certificate  of  Incorporation  of  Newmont Mining  Corporation
       (incorporated by reference to Exhibit 3.1 to Newmong Mining Corporation's
       Registration Statement on Form S-4 (333-50516)).

4.2  - By-Laws  of  Newmont  Mining  Corporation  as  amended through August 30,
       2000.*

4.3  - Rights Agreement  dated as of August  31,  2000  between  Newmont  Mining
       Corporation  and ChaseMellon  Shareholder  Services LLC, as Rights  Agent
       (incorporated by reference to Exhibit 4.1 to Newmont Mining Corporation's
       Registration Statement on Form 8-A dated September 6, 2000).

5    - Opinion of White & Case LLP.

23.1 - Consent of Arthur Andersen LLP.

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

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

*      Previously filed.