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

                                                      Registration No. 333-69147
================================================================================

                       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 Directors' Stock Award 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.
333-69147.  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. 333-69147) previously filed
by Old Newmont relating to the Newmont Mining Corporation Directors' Stock Award
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
-------------------------               Chief Executive Officer                         March 12, 2002
  Wayne W. Murdy                        (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

                                      -2-


                                                                           

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

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



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