UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)<F1>
<F1>
NEWMONT GOLD COMPANY
(NAME OF ISSUER)
Common Stock ($.01 par value)
(TITLE OF CLASS OF SECURITIES)
651637100
(CUSIP NUMBER)
____________
Check the following box if a fee is being paid with this statement ( ). (A
fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES
EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF
THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF
THE ACT (HOWEVER, SEE THE NOTES).
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CUSIP No. 651637100 13G Page 2 of 5 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSON Newmont Mining Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-1806811
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 5 SOLE VOTING POWER 96,613,186
REPORTING PERSON WITH 6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 96,613,186
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,613,186
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
90.3%
12 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
Amendment No. 2
This Amendment No. 2 is being filed to amend the information contained in
Item 4.
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
96,613,186 shares of Common Stock, which includes 2,402,177
shares of Common Stock issuable pursuant to options granted to
Newmont Mining Corporation (the "Reporting Person") by Newmont
Gold Company (the "Issuer"), and 7,898,968 shares of Common Stock
issued upon conversion of the $5.50 Convertible Preferred Stock
of the Issuer.
(B) PERCENT OF CLASS:
90.3%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
96,613,186
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
0
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
96,613,186
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
0
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
NEWMONT MINING CORPORATION
February 13, 1996 By /s/ Timothy J. Schmitt
Name: Timothy J. Schmitt
Title: Vice President and Secretary
