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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 5
OMB APPROVAL
OMB Number: 3235-0362
Expires: September 30, 1998
Estimated average burden hours per response: 1.0
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
( ) Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
( ) Form 3 Holdings Reported
( x ) Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Last, First, Middle: Newmont Mining Corporation
Street: 1700 Lincoln Street
City, State, Zip: Denver, CO 80203
2. Issuer Name and Ticker or Trading Symbol
Newmont Gold Company
3. IRS or Social Security Number of Reporting Person (Voluntary)
<PAGE>
4. Statement for Month/Year
December 31, 1996
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (x) 10% Owner ( ) Officer (give title below)
( ) Other (specify below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
( ) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Transaction Date 3. Transaction
(Instr. 3) (Month/Day/Year) Code
(Instr. 8)
<S> <C> <C> <C>
(1)
(2)
(3)
(4)
<CAPTION>
Table I -- Continued
1. Title of Security 4. Securities Acquired (A)
(Instr. 3) or Disposed of (D)
(Instr. 3, 4 and 5)
(A) or
Amount (D) Price
<S> <C> <C> <C> <C>
(1)
(2)
(3)
(4)
<CAPTION>
Table I -- Continued
1. Title of Security 5. Amount of 6. Ownership Form: 7. Nature of Indirect
(Instr. 3) Securities Direct (D) or Beneficial Ownership
Beneficially Indirect (I) (Instr. 4)
Owned at End (Instr. 4)
of Month
(Instr. 3 and
4)
<S> <C> <C> <C> <C>
(1)
(2)
(3)
(4)
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
<PAGE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Conversion or 3. Transaction Date 4. Transaction
Security Exercise Price (Month/Day/Year) Code
(Instr. 3) of Derivative (Instr. 8)
Security
<S> <C> <C> <C> <C>
(1) Options (Right to buy) $54.94 3/31/96 J4
(2)
(3)
<CAPTION>
Table II -- Continued
1. Title of Derivative 5. Number of Deriv- 6. Date Exercisable
Security ative Securities and Expiration Date
(Instr. 3) Acquired (A) or (Month/Day/Year)
Disposed of (D)
(Instr. 3, 4 and 5)
Date Expiration
(A) (D) Exercisable Date
<S> <C> <C> <C> <C> <C>
(1) Options (Right to buy) 55,000 1/24/96 1/24/06
(2)
(3)
<PAGE>
<CAPTION>
Table II -- Continued
1. Title of Derivative 7. Title and Amount of 8. Price of
Security Underlying Securities Derivative
(Instr. 3) (Instr. 3 and 4) Security
(Instr. 5)
Amount or
Number of
Title Shares
<S> <C> <C> <C> <C>
(1) Options (Right to buy) Common 55,000
(2)
(3)
<PAGE>
<CAPTION>
Table II -- Continued
1. Title of Derivative 9. Number of 10. Ownership 11. Nature of
Security Derivative Form of Indirect
(Instr. 3) Securities Derivative Beneficial
Beneficially Security: Ownership
Owned at End Direct (D) (Instr. 4)
of Month or Indirect
(Instr. 4) (I)
(Instr. 4)
<S> <C> <C> <C> <C>
(1) Options (Right to buy) 55,000 D
(2)
(3)
</TABLE>
<PAGE>
Explanation of Responses:
* All of the reported transactions relate to the common stock options (the
"NGC Options") granted by Newmont Gold Company (the "Issuer") to Newmont
Mining Corporation ("NMC") in connection with a transaction entered into
by NMC and the Issuer on March 18, 1994 to combine the operations of NMC
and the Issuer, effective as of January 1, 1994. The NGC Option grants
reported herein result from grants of comparable employee stock options
of NMC.
/s/ Timothy J. Schmitt, Vice President and Secretary 02/19/97
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, see Instruction 6 for
procedure.
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