As filed with the Securities and Exchange Commission on March 12, 2002

                                                      Registration No. 333-04161
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


                           NEWMONT MINING CORPORATION
             (Exact name of Registrant as specified in its charter)


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


      Delaware                      1700 Lincoln Street       84-1611629
(State or other jurisdiction of   Denver, Colorado 80203   (I.R.S. Employer
incorporation or organization)       (303) 863-7414        Identification No.)
                              Address of principal executive
                                        offices)

              Newmont Mining Corporation 1996 Employees Stock Plan

                            (Full Title of the Plan)


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

                              Britt D. Banks, Esq.
                           Newmont Mining Corporation
                               1700 Lincoln Street
                             Denver, Colorado 80203
                                 (303) 863-7414
                      (Name, address 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


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




This constitutes  Post-Effective  Amendment No. 2 to Registration  Statement No.
333-04161.  This statement is made pursuant to Rule 414(d) of the Securities Act
of 1933, as amended.
================================================================================





     On February  15,  2002,  Delta  Acquisitionco  Corp.,  at the time a direct
wholly owned subsidiary of Delta Holdco Corp.  ("Holdco") and an indirect wholly
owned subsidiary of Newmont Mining Corporation ("Old Newmont"),  was merged into
Old  Newmont  (the  "Reorganization"),  with Old  Newmont  being  the  surviving
corporation.  As a result of the  Reorganization,  Old  Newmont  became a wholly
owned  subsidiary  of Holdco.  In  connection  with the  Reorganization,  Holdco
changed its name to "Newmont  Mining  Corporation"  and Old Newmont  changed its
name to "Newmont USA  Limited".  Pursuant to the  Reorganization,  shares of Old
Newmont common stock were exchanged for shares of common stock of Holdco.

     Pursuant to Rule 414(d) under the  Securities  Act of 1933, as amended (the
"Securities  Act"),  Holdco hereby expressly adopts as its own, for all purposes
of the Securities Act and the Securities  Exchange Act of 1934, as amended,  the
Registration  Statement  on Form S-8  (No.  333-04161)  previously  filed by Old
Newmont  relating to the Newmont Mining  Corporation  1996 Employees Stock Plan.
Accordingly,  the shares of common  stock to be issued  under that  Registration
Statement shall be shares of common stock of Holdco.






                                   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 this Post-Effective  Amendment No. 2 to Form S-8 and has
duly caused this  Post-Effective  Amendment  No. 2 to be signed on its behalf by
the  undersigned,  thereunto duly  authorized,  in the City of Denver,  State of
Colorado, on the 12th day of March, 2002.

                                      NEWMONT MINING CORPORATION



                                      By /s/ Britt D. Banks
                                        ------------------------------
                                        Britt D. Banks
                                        Vice President, General Counsel
                                        and Secretary



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 2 has been signed by the following  persons in the
capacities and on the dates indicated.




                                                                                
Signature                               Title                                            Date
---------                               -----                                            ----

--------------------
  Glen A. Barton                        Director                                        March 12, 2002

         *
----------------------
  Vincent A. Calarco                    Director                                        March 12, 2002

         *
----------------------
  Ronald C. Cambre                      Director                                        March 12, 2002


----------------------
  James T. Curry, Jr.                   Director                                        March 12, 2002

         *
----------------------
  Joseph P. Flannery                    Director                                        March 12, 2002

         *
----------------------
  Leo I. Higdon, Jr.                    Director                                        March 12, 2002

----------------------
  Robert J. Miller                      Director                                        March 12, 2002

         *
----------------------                  Chairman of the Board and
  Wayne W. Murdy                        Chief Executive Officer                         March 12, 2002
                                        (Principal Executive Officer)

----------------------
  Robin A. Plumbridge                   Director                                        March 12, 2002

         *
-------------------------
  Moeen A. Qureshi                      Director                                        March 12, 2002

         *
-------------------------
  Michael K. Reilly                     Director                                        March 12, 2002

--------------------
  James V. Taranik                      Director                                        March 12, 2002

         *
----------------------                  Senior Vice President and Chief
  Bruce D. Hansen                       Financial Officer                               March 12, 2002
                                        (Principal Financial Officer)

         *
----------------------                  Vice President and Controller
   Linda K. Wheeler                     (Principal Accounting Officer)                  March 12, 2002





*By /s/ Britt D. Banks
   -------------------------------------
     Britt D. Banks,
     as Attorney-in-fact