U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 4
OMB APPROVAL
OMB Number: 3235-0287
Expires: September 30, 1998
Estimated average burden hours per response: 0.5
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).
<PAGE>
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 (NGC)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
May 1997
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 Filing (Check Applicable Line)
( x ) 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).
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<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Transaction Date 3. Transaction 4. Securities Acquired (A)
(Instr. 3) (Month/Day/Year) Code or Disposed of (D)
(Instr. 8) (Instr. 3, 4, and 5)
(A) or
Code V Amount (D) Price
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Common Stock 5/5/97 J* 56,571,306 A *
(2) Common Stock 5/31/97 X 16,842 A 28.79
(3) Common Stock 5/31/97 X 17,607 A 32.56
<CAPTION>
Table I -- Continued
1. Title of Security 5. Amount of Securities 6. Ownership Form: 7. Nature of Indirect
(Instr. 3) Beneficially Owned Direct (D) or Beneficial Ownership
at End of Month Indirect (I) (Instr. 4)
(Instr. 3 and 4) (Instr. 4)
<S> <C> <C> <C> <C>
(1) Common Stock D
(2) Common Stock D
(3) Common Stock D
(4) 156,128,533
</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 Security 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv-
(Instr. 3) sion or action tion Code ative Securities
Exercise Date (Instr. 8) Acquired (A) or
Price of (Month/ Disposed of (D)
Deriv- Day/ (Instr. 3, 4 and 5)
ative Year)
Security
Code V (A) (D)
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Option (right to buy) 28.79 5/5/97 J* 262,959
(2) Option (right to buy) 32.56 5/5/97 J* 289,583
(3) Option (right to buy) 35.76 5/5/97 J* 10,750
(4) Option (right to buy) 28.79 5/31/97 X 16,842
(5) Option (right to buy) 32.56 5/31/97 X 17,607
<CAPTION>
Table II -- Continued
1. Title of Derivative Security 6. Date Exercisable and 7. Title and Amount of
(Instr. 3) Expiration Date Underlying Securities
(Month/Day/Year) (Instr. 3 and 4)
Amount or
Date Expiration Number of
Exercisable Date Title Shares
<S> <C> <C> <C> <C> <C>
(1) Option (right to buy) 5/5/97 7/1/05 Common 262,959
(2) Option (right to buy) 5/5/97 7/1/06 Common 289,583
(3) Option (right to buy) 5/5/97 9/5/97 Common 10,750
(4) Option (right to buy) 5/5/97 7/1/05 Common 16,842
(5) Option (right to buy) 5/5/97 7/1/06 Common 17,607
<PAGE>
<CAPTION>
Table II -- Continued
1. Title of Derivative Security 8. Price of 9. Number of 10. Ownership 11. Nature of
(Instr. 3) Derivative Derivative Form of Indirect
Security Securities Derivative Beneficial
(Instr. 5) Beneficially Security: Ownership
Owned at End Direct (D) (Instr. 4)
of Month or Indirect
(Instr. 4) (I)
(Instr. 4)
<S> <C> <C> <C> <C> <C>
(1) Option (right to buy) * D
(2) Option (right to buy) * D
(3) Option (right to buy) * 10,750 D
(4) Option (right to buy) 246,111 D
(5) Option (right to buy) 271,976 D
</TABLE>
<PAGE>
Explanation of Responses:
* All transactions reported herein resulted from the merger (the "Merger")
of a wholly-owned subsidiary ("Sub") of Newmont Mining Corporation ("NMC")
with and into Santa Fe Pacific Gold Corporation ("Santa Fe"). Immediately
following the consummation of the Merger, NMC transferred to Newmont Gold
Company ("Newmont Gold") all of the shares of common stock of the corporation
surviving the Merger in exchange for additional shares of Newmont Gold common
stock in an amount equal to the number of shares of Newmont Mining common
stock issued to former Santa Fe stockholders in the Merger and additional
Newmont Gold options ("NGC Options") having the same terms as the options to
acquire Santa Fe common stock assumed by Newmont Mining pursuant to the Merger
as adjusted as contemplated by the Agreement and Plan of Merger dated as of
March 10, 1997 among NMC, Sub and Santa Fe (except that the additional Newmont
Gold Options will be exercisable for shares of Newmont Gold common stock while
the assumed Santa Fe options will be exercisable for shares of Newmont Mining
common stock) (such options as so assumed and adjusted are referred to herein
as the "Assumed Options"). The NGC Option exercises reported herein result
from exercise of Assumed Options. All of the above-described transactions
relate to the transaction entered into by NMC and Newmont Gold in 1994 which
resulted in the combination of the operations of NMC and Newmont Gold
effective as of January 1, 1994 and which requires that at all times
subsequent thereto the number of shares of Newmont Gold common stock owned by
Newmont Mining equal the number of outstanding shares of Newmont Mining common
stock.
/s/ Timothy J. Schmitt 6/10/97
________________________ _______
**Signature of Reporting Person Date
Title: Vice President and Secretary
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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