SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            _______________________


                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                  May 15, 2000

                           Newmont Mining Corporation
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             (Exact name of registrant as specified in its charter)


          Delaware                    1-1153                13-2526632
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(State or Other Jurisdiction     (Commission File        (I.R.S. Employer
     of  Incorporation)              Number)             Identification Number)


                   1700 Lincoln Street, Denver, Colorado 80203
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               (Address of principal executive offices) (zip code)

                                 (303) 863-7414
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              (Registrant's telephone number, including area code)



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ITEM 5.  OTHER EVENTS.

     For purposes of this Registration  Statement,  the "Corporation" shall mean
the surviving company pursuant to the merger (the "Merger"), effective as of May
15, 2000,  5:00 pm Eastern  Daylight  Savings Time (the  "Effective  Time"),  of
Newmont Mining  Corporation  ("Newmont  Mining") with and into its  wholly-owned
subsidiary,  Newmont Gold Company ("Newmont Gold"),  whereby Newmont Gold became
the  surviving  company and pursuant to the Merger  changed its name to "Newmont
Mining Corporation".

     On May 4, 2000,  the  shareholders  of Newmont  Mining  approved the Merger
pursuant to which the  holding  company  structure  between  Newmont  Mining and
Newmont Gold would be eliminated.

     As of the Effective Time, the  Corporation's  certificate of  incorporation
and bylaws  are  substantially  identical  to Newmont  Mining's  certificate  of
incorporation  and bylaws.  The  Corporation  had the same  directors as Newmont
Mining at the time of the Merger,  as well as the same  officers as Newmont Gold
had prior to the Merger,  which  includes all the officers of Newmont  Mining at
the time of the Merger.  The  Corporation  also assumed all of Newmont  Mining's
benefit plans for employees and directors and each  outstanding  Newmont  Mining
stock option was converted into an identical option for the Corporation's stock.

     Pursuant  to  the  Merger,  Newmont  Mining's  shareholders   automatically
received one share of the  Corporation's  common stock (the "Common  Stock") for
each share of Newmont  Mining common  stock,  along with the  associated  rights
attaching  pursuant to the Stockholders'  Rights Plan which the Corporation is a
successor  to.  There was no need to  exchange  share  certificates  because the
conversion was automatic.  The Corporation's  Common Stock and associated rights
have the same rights and privileges as the Newmont Mining common stock.

     The Common Stock and associated  rights of the Corporation are deemed to be
registered  under  Section  12(b)  of the  Exchange  Act by  operation  of  Rule
12g-3(a).





<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.







                                   By:/s/ T.J. Schmitt
                                      ---------------------------------------
                                      Name:   T.J. Schmitt
                                      Title:  Vice President & Secretary



Dated:  May 16, 2000