NEWMONT GOLD CO
S-3/A, 1998-11-13
GOLD AND SILVER ORES
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    As filed with the Securities and Exchange Commission on November 12, 1998
                                                      Registration No. 33-54245

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------


                                 POST EFFECTIVE
                                 AMENDMENT NO. 3
                                       TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                ----------------
                              NEWMONT GOLD COMPANY
               (Exact name of issuer as specified in its charter)
                                ----------------
          Delaware                  1700 Lincoln Street           13-2526632
       (State of other            Denver, Colorado 80203      (I.R.S. Employer
jurisdiction of incorporation         (303) 863-7414         Identification No.)
      or organization)
               (Address, including zip code, and telephone number,
              including area code, of Principal Executive Offices)


                            Timothy J. Schmitt, Esq.
                              Newmont Gold Company
                               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: Not applicable.


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

     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. [ ]


     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. [ ]





<PAGE>


         The  undersigned  registrant  undertook in Item 17 of the  Registration
Statement to which this  Post-Effective  Amendment  relates  (the  "Registration
Statement") to remove from registration any of the securities registered thereby
which  remain  unsold  at the  termination  of the  offering.  Pursuant  to said
undertaking,  the undersigned  registrant  hereby removes from  registration the
$150,000,000  aggregate  offering  price of debt  securities of the  undersigned
registrant that were registered pursuant to the Registration Statement but which
remain unsold as of the date hereof.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  Post
Effective  Amendment  No. 3 to the  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in Denver,  Colorado, on
the 12th day of November, 1998.



                                      NEWMONT GOLD COMPANY



                                      By: /s/ Timothy J. Schmitt
                                          ------------------------------------
                                          Name:   Timothy J. Schmitt
                                          Title:  Vice President, Secretary and
                                                  Assistant General Counsel

         Pursuant to the  requirements  of the Securities Act of 1933, this Post
Effective Amendment No. 3 to the Registration Statement has been signed below by
the following persons, in the capacities indicated, on November 12, 1998.


<TABLE>
<CAPTION>

            Signature                                      Title                              Date

<S>                                       <C>                                           <C>
/s/ Ronald C. Cambre                      President and Chief Executive Officer         November 12, 1998
- ---------------------------------         (Principal Executive Officer)
Ronald C. Cambre


/s/ Wayne W. Murdy                        Executive Vice President and Chief            November 12, 1998
- ---------------------------------         Financial Officer and Director (Principal
Wayne W. Murdy                            Financial Officer)


/s/ Lawrence T. Kurlander                 Director                                      November 12, 1998
- ---------------------------------
Lawrence T. Kurlander


/s/ Joy E. Hansen                         Director                                      November 12, 1998
- ---------------------------------
Joy E. Hansen


/s/ Linda K. Wheeler                      Controller                                    November 12, 1998
- ---------------------------------         (Principal Accounting Officer)
Linda K. Wheeler

</TABLE>




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