Registration No. 333-

     As filed with the Securities and Exchange Commission on July 25, 2001
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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)

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

 ------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                   <C>                     <C>
 Common  Stock (and associated Preferred
    Stock Purchase Rights) (2)..........
 Preferred Stock (3)....................
 Warrants for Common Stock (4)..........
 Senior Debt Securities (5).............
 Subordinated Debt Securities (6).......

<PAGE>

<CAPTION>
<S>                                             <C>                    <C>                   <C>                   <C>
  Warrants for Debt Securities (7)......
  Total.................................        US$275,000,000 (8)     100%                  US$275,000,000 (8)    US$68,750
 ===========================================================================================================================
</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) 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 senior debt securities of the Company as
     may be issued from time to time at indeterminate  prices.  Such 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  subordinated  debt  securities  of the
     Company as may be issued from time to time at  indeterminate  prices.  Such
     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  senior
     debt securities and/or 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 and 333-82671) exceed
     U.S.$500,000,000   or  the  equivalent  thereof  in  one  or  more  foreign
     currencies, foreign currency units or composite currencies.

          Pursuant to Rule 429 under the  Securities Act of 1933, the prospectus
included in this  registration  statement also relates to  $225,000,000  maximum
aggregate offering price of Common Stock, Preferred Stock, Depositary Shares and
Common Stock Warrants  previously  registered  under the Company's  Registration
Statements  on Form  S-3  (Registration  Nos.  333-59141  and  333-82671).  This
Registration  Statement  constitutes  Post-Effective  Amendment  No.  2  to  the
Company's  Registration  Statement on Form S-3  (Registration  No. 33-59141) and
Post-Effective  Amendment No. 2 to the Company's  Registration Statement on Form
S-3 (Registration No. 333-82671).

          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>


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

                            o Subordinated Debt Securities

                            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 July 25, 2001.


<PAGE>
                      TABLE OF CONTENTS

About This Prospectus..........................................................1
Newmont........................................................................1
Use of Proceeds................................................................1
Ratios of Earnings to Fixed Charges and
    Preferred Stock Dividends..................................................1
Description of Capital Stock...................................................2
Description of Common Stock....................................................3
Description of Preferred Stock.................................................7
Description of Common Stock Warrants..........................................11
Description of Debt Securities ...............................................12
Description of Debt Security Warrants.........................................22
U.S. Federal Income Tax
    Considerations as a Real Property
    Holding Corporation.......................................................23
Plan of Distribution..........................................................24
Legal Opinion.................................................................25
Experts.......................................................................25
Where You Can Find More Information...........................................25



<PAGE>
                             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 $500 million.

          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

          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 development of mining properties, the
exploration for gold and the acquisition of such properties worldwide. We
produce gold from mines in Nevada, California, and, outside of the United
States, from operations in Peru, Indonesia, Mexico and Uzbekistan. We also
produce copper concentrates from a copper/gold deposit at a second location in
Indonesia. As a result of our merger with Battle Mountain, we now have added
gold production from mines in Canada, Australia and Bolivia.

          Our 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, giving effect to our January 2001 acquisition of
Battle Mountain Gold Company. Earnings in 1999 and 1998 were inadequate to cover
fixed charges with a deficiency of $51 million in 1999, and $706 million in
1998. Earnings for the three months ended March 31, 2001 were inadequate to
cover fixed charges with a deficiency of $21 million.


<TABLE>
<CAPTION>

        Three Months ended March 31,                  Year ended December 31,
        ----------------------------                  -----------------------
        2001                  2000           2000      1999      1998      1997    1996
        ----                  ----           ----      ----      ----      ----    ----

<S>     <C>                   <C>           <C>         <C>      <C>      <C>      <C>
         --                    2.7           1.4        --        --       1.9      1.1

</TABLE>


          The following table contains our ratios of earnings to fixed charges
and preferred stock dividends for the periods indicated, giving effect to our
acquisition of Battle Mountain Gold Company. Earnings in 1999 and 1998 were
inadequate to cover fixed charges and preferred stock dividends with a
deficiency of $62 million in 1999, and $718 million in 1998. Earnings in the
three months ended March 31, 2001 were inadequate to cover fixed charges and
preferred stock dividends with a deficiency of $24 million.

                                       1


<PAGE>
<TABLE>
<CAPTION>

        Three Months ended March 31,                     Year ended December 31,
        ----------------------------                     -----------------------
            2001                2000           2000      1999      1998      1997      1996
            ----                ----           ----      ----      ----      ----      ----

<S>         <C>                 <C>           <C>         <C>      <C>      <C>        <C>
             --                  2.5           1.2        --        --       1.7        1.0

</TABLE>



          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

            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 CAPITAL STOCK

          As of June 30, 2001, we had 255,000,000 shares of authorized capital
stock. Those shares consisted of:

       o    5,000,000 shares of preferred stock, of which 2,300,000 were
            outstanding; and

                                       2

<PAGE>

       o    250,000,000 shares of common stock, of which 195,827,929 shares were
            outstanding.

                           DESCRIPTION OF COMMON STOCK

          The rights of our common stockholders are governed by Delaware law,
our restated certificate of incorporation, as amended, and our by-laws. The
following is a summary of the material terms of our common stock and is
qualified in its entirety by reference to the applicable provisions of Delaware
law, our restated certificate of incorporation, as amended, and our by-laws.
Copies of our restated certificate of incorporation, as amended, and our by-laws
are exhibits to our registration statement of which this prospectus forms a
part.

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

          The owners of common stock may receive dividends when declared by the
board of directors. Subject to the terms of any outstanding preferred stock,
owners of common stock may not receive dividends until we have satisfied our
obligations to any holders of such preferred stock.

Voting Rights

          Each share of common stock is entitled to one vote in the election of
directors and other matters. There is no cumulative voting.

By-Laws

          Our board of directors may adopt, amend or repeal our by-laws subject
to Delaware law and our 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, common stockholders will share equally 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
stockholder rights plan 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 the following types of transactions:

                                       3

<PAGE>


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

          However, Article NINTH does not apply to any transaction if

          o   the board of directors has approved the transaction before the
              other corporation, person or entity has become a holder of 10% of
              our outstanding shares or

          o   if 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.

          The following is a summary of the material terms of our Series A
Junior Participating Preferred Stock and the Rights Agreement, dated as of
August 31, 2000, between us and Mellon Investor Services LLC, as rights agent,
relating to rights to purchase shares of our Series A Junior Participating
Preferred Stock, and is qualified in its entirety by reference to the Rights
Agreement, which includes the form of certificate of designations of our Series
A Junior Participating Preferred Stock. A copy of the Rights Agreement is an
exhibit to our registration statement of which this prospectus forms a part.

          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.

                                       4

<PAGE>

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 a one one-thousandth interest in a preferred share
approximates the value of one share of common stock.

                                       5
<PAGE>

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.

                                       6
<PAGE>

                         DESCRIPTION OF PREFERRED STOCK

General

          Our restated certificate of incorporation authorizes us to issue
5,000,000 shares of preferred stock and it 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 optional or other rights,

          o    qualifications and

          o    limitations and restrictions.

$3.25 Convertible Preferred Stock

          As of July 24, 2001, we had outstanding 2,300,000 shares of $3.25
convertible preferred stock, par value $5.00 per share. The following is a
summary of the material terms of our convertible preferred stock. This summary
is qualified in its entirety by reference to the applicable provisions of
Delaware law, our restated certificate of incorporation, as amended, our
certificate of designations for the $3.25 convertible preferred stock and our
by-laws. Copies of our restated certificate of incorporation, as amended, our
certificate of designations for the $3.25 convertible preferred stock and our
by-laws are exhibits to our registration statement of which this prospectus
forms a part.

Dividend Rights

          Holders of shares of the convertible preferred stock are 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, of
each year, 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.

                                       7
<PAGE>

Conversion Rights

          Each share of convertible preferred stock is convertible into shares
of our common stock at any time at the conversion price of $100 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 we determine 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

                                       8
<PAGE>

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
       ----                          -----
       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

                                       9
<PAGE>

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


                                       10
<PAGE>

          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.

          Our convertible preferred stock is listed and traded 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 Mellon
Investor Services, LLC.

                      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,

          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

                                       11
<PAGE>

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:

          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

General

          We may offer:

          o  senior debt securities and

          o  subordinated debt securities.

                                       12
<PAGE>


          Any senior debt securities will be issued under an indenture dated as
of May 1, 2001 between us and Citibank, N.A., as trustee. Any subordinated debt
securities will be issued under a separate indenture between us 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.

          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.

          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,

          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

                                       13
<PAGE>

             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.


Convertibility of the Debt Securities

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

          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.

                                       14
<PAGE>

          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.

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 $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


                                       15
<PAGE>

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.

          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

                                       16
<PAGE>

          "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.

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

                                       17
<PAGE>

(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,

          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.

                                       18
<PAGE>

          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)
             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

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

          o  the corporation, 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

                                       19
<PAGE>


             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.

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, 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.


                                       20
<PAGE>

Defeasance

Defeasance and Discharge of Obligations

          Under the indentures, we will be discharged from our
non-administrative obligations under the debt securities of any 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 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, we and the trustee may modify our rights
and obligations, 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,


                                       21
<PAGE>


          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,

          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,


                                       22
<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 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

                                       23
<PAGE>


                     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 (the
"Code"). Under certain provisions of the Code and the 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 U.S. 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 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

                                       24
<PAGE>

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.

                                 LEGAL OPINION

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

                                    EXPERTS

          The consolidated financial statements incorporated by reference in
this prospectus have been audited by Arthur Andersen LLP, independent
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-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, 2000;

          o  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
             and

          o  Current Reports on Form 8-K dated January 22, 2001, May 9, 2001 and
             May 14, 2001.

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

                                       25
<PAGE>

          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.


                                       26
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.*

         SEC filing fee................................................$  68,750
         Accounting fees and expenses..................................$  13,000
         Legal fees and expenses ......................................$ 150,000
         Blue Sky and Legal Investment expenses........................$  20,000
         Warrant Agent's fees..........................................$   2,500
         Transfer Agent's fees.........................................$   2,500
         Trustee's fees................................................$   5,000
         Rating agency fees............................................$ 135,000
         Printing and engraving expenses...............................$  25,000
         Miscellaneous ................................................$  10,000
                                                                       ---------

         Total ........................................................$ 431,750
                                                                       =========

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

*All estimates except for filing fee.

Item 15.  Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law 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 provide that each person who at any time is or
shall have been a director or officer of Newmont, 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, and his or
her heirs, executors and administrators, shall be indemnified by Newmont in
accordance with and to the full extent permitted by the General Corporation Law
of the State of Delaware. Section 6 of the By-Laws of Newmont 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 and the
director or officer.



Item 16.  Exhibits.


                                       II-1
<PAGE>



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.

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

4.1       -         Restated Certificate of Incorporation of Newmont Mining
                    Corporation. Incorporated by reference to Exhibit 3.1 to
                    Newmont Mining Corporation's Quarterly Report on Form 10-Q
                    for the quarter ended June 30, 2000.

4.2       -         Certificate of Elimination of Series A Junior
                    Participating Preferred Stock. Incorporated by reference to
                    Exhibit 3(b) to Newmont Mining Corporation's Annual Report
                    on Form 10-K for the year ended December 31, 2000.

4.3       -         Certificate of Designations of $3.25 Convertible Preferred
                    Stock. Incorporated by reference to Exhibit 4.1 to Newmont
                    Mining Corporation's Current Report on Form 8-K dated
                    January 22, 2001.

4.4       -         By-Laws of Newmont Mining Corporation as amended through
                    August 30, 2000. Incorporated by reference to Exhibit 3(b)
                    to Newmont Mining Corporation's Current Report on Form 8-K
                    dated September 6, 2000.

4.5       -         Indenture relating to the Senior Debt Securities, dated as
                    of May 1, 2001, between Newmont Mining Corporation and
                    Citibank, N.A., as Trustee ("Citibank"), (including the form
                    of Senior Debt Securities) (the "Senior Indenture").
                    Incorporated by reference to Exhibit 4.1 to Newmont Mining
                    Corporation's Current Report on Form 8-K dated May 14, 2001.

4.6       -         Indenture relating to the Subordinated Debt Securities, to
                    be dated on or about the date of first issuance of
                    Subordinated Debt Securities thereunder between Newmont
                    Mining Corporation and Citibank, as Trustee (including the
                    form of Subordinated Debt Securities) (the "Subordinated
                    Indenture").

4.7       -         Rights Agreement dated as of August 31, 2000 (the "Rights
                    Agreement") between Newmont Mining Corporation and Mellon
                    Investor Services LLC, as Rights Agent. Incorporated by
                    reference to Exhibit 4.1 to Newmont Mining's Registration
                    Statement on Form 8-A dated September 6, 2000.

4.8       -         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.

23.1      -         Consent of Arthur Andersen LLP.


                                       II-2
<PAGE>

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.

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

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 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

                            (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 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

                                       II-3
<PAGE>

          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
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.



                                       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 25th day of
July, 2001.

                                             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>

           *
----------------------
   Ronald C. Cambre                     Chairman of the Board of Directors                July 25, 2001

           *
----------------------
    Wayne W. Murdy                      Director, President and Chief                     July 25, 2001
                                        Executive Officer (Principal
                                        Executive Officer)


           *
----------------------
    Glen A. Barton                      Director                                          July 25, 2001


           *
----------------------
  Vincent A. Calarco                    Director                                          July 25, 2001


           *
----------------------
  James T. Curry, Jr.                   Director                                          July 25, 2001

           *
----------------------
  Joseph P. Flannery                    Director                                          July 25, 2001

           *
----------------------
  Leo I. Higdon, Jr.                    Director                                          July 25, 2001

           *
----------------------
  Robin A. Plumbridge                   Director                                          July 25, 2001

           *
----------------------
    Moeen A. Qureshi                    Director                                          July 25, 2001


                                      II-5
<PAGE>

<CAPTION>
<S>                                     <C>                                               <C>

           *
----------------------
   Michael K. Reilly                    Director                                          July 25, 2001

           *
----------------------
   James V. Taranik                     Director                                          July 25, 2001

           *
----------------------
    Bruce D. Hansen                     Senior Vice President and Chief                   July 25, 2001
                                        Financial Officer
                                        (Principal Financial Officer)

           *
----------------------
  Linda K. Wheeler                      Vice President and Controller                     July 25, 2001
                                        (Principal Accounting Officer)


     *By  /s/ Britt D. Banks
          ------------------
          Britt D. Banks as
          Attorney-in-fact

                *
     ------------------------

</TABLE>


                                      II-6
<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.

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

4.1       -         Restated Certificate of Incorporation of Newmont Mining
                    Corporation. Incorporated by reference to Exhibit 3.1 to
                    Newmont Mining Corporation's Quarterly Report on Form 10-Q
                    for the quarter ended June 30, 2000.

4.2       -         Certificate of Elimination of Series A Junior
                    Participating Preferred Stock. Incorporated by reference to
                    Exhibit 3(b) to Newmont Mining Corporation's Annual Report
                    on Form 10-K for the year ended December 31, 2000.

4.3       -         Certificate of Designations of $3.25 Convertible Preferred
                    Stock. Incorporated by reference to Exhibit 4.1 to Newmont
                    Mining Corporation's Current Report on Form 8-K dated
                    January 22, 2001.

4.4       -         By-Laws of Newmont Mining Corporation as amended through
                    August 30, 2000. Incorporated by reference to Exhibit 3(b)
                    to Newmont Mining Corporation's Current Report on Form 8-K
                    dated September 6, 2000.

4.5       -         Indenture relating to the Senior Debt Securities, dated as
                    of May 1, 2001, between Newmont Mining Corporation and
                    Citibank, N.A., as Trustee ("Citibank"), (including the form
                    of Senior Debt Securities) (the "Senior Indenture").
                    Incorporated by reference to Exhibit 4.1 to Newmont Mining
                    Corporation's Current Report on Form 8-K dated May 14, 2001.

4.6       -         Indenture relating to the Subordinated Debt Securities, to
                    be dated on or about the date of first issuance of
                    Subordinated Debt Securities thereunder between Newmont
                    Mining Corporation and Citibank, as Trustee (including the
                    form of Subordinated Debt Securities) (the "Subordinated
                    Indenture").

4.7       -         Rights Agreement dated as of August 31, 2000 (the "Rights
                    Agreement") between Newmont Mining Corporation and Mellon
                    Investor Services LLC, as Rights Agent. Incorporated by
                    reference to Exhibit 4.1 to Newmont Mining's Registration
                    Statement on Form 8-A dated September 6, 2000.

4.8       -         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.


                                      II-7
<PAGE>


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.

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




























                                      II-8
<PAGE>