Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): 12/30/2004

Newmont Mining Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-31240

Delaware		84-1611629
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1700 Lincoln Street

Denver, Colorado 80203

(Address of Principal Executive Offices, Including Zip Code)

303-863-7414

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 1.02. Termination of a Material Definitive Agreement

On December 30, 2004, Newmont Mining Corporation (the "Company") entered into Amendment No. 1, dated as of December 20, 2004, to the Rights Agreement (the "Rights Agreement"), dated as of February 13, 2003, between the Company and Mellon Investor Services LLC, as rights agent, accelerating the final expiration date of the outstanding rights to purchase shares of the Company's Series A Junior Participating Preferred Stock (the "Rights") from February 12, 2012 to December 31, 2004. As a result of this amendment, the Company's outstanding Rights expired at the close of business on December 31, 2004 and the shareholder rights plan pursuant to which the Rights had been issued is of no further force or effect. A copy of the amendment to the Rights Agreement is attached as Exhibit 10.1 to this Current Report.

Item 3.03. Material Modifications to Rights of Security Holders

As a result of the amendment of the Rights Agreement described in Item 1.02 above, the Company's outstanding Rights expired at the close of business on December 31, 2004 and the shareholder rights plan pursuant to which the Rights had been issued is of no further force or effect.

Item 9.01. Financial Statements and Exhibits

10.1 Amendment No. 1 to Rights Agreement dated as of December 20, 2004.

Signature(s)

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

		Newmont Mining Corporation


Date: January 05, 2005.	By:	/s/ Britt D. Banks
		Britt D. Banks
		Vice President and General Counsel

Exhibit Index

Exhibit No.		Description
EX-10.1		Amendment No. 1 To Rights Agreement dated as of December 20, 2004

EX-10.1 2 rrd63856_2860.htm AMENDMENT NO. 1 TO RIGHTS AGREEMENT DATED AS OF DECEMBER 20, 2004 AMENDMENT NO

Exhibit 10.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

This Amendment No. 1 ("Amendment No. 1") dated as of December 20, 2004, to the Rights Agreement dated as of February 13, 2002 (the "Rights Agreement"), by and between Newmont Mining Corporation (formerly known as Delta Holdco Corp.), a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent").

W I T N E S S E T H:

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with Section 27 thereof;

WHEREAS, the Company has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement as set forth below;

WHEREAS, all acts and things necessary to make this Amendment No. 1 a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment No. 1 by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the Company and the Rights Agreement agree as follows:

1. Definitions. Capitalized terms used in this Amendment No. 1 to the Rights Agreement and not otherwise defined herein shall have the meanings assigned to such terms in the Rights Agreement.

2. Amendment of Section 7(a). The parties hereby agree that Section 7(a) of the Rights Agreement shall be amended by deleting clause (i) thereof and replacing it with the following:

"(i) the Close of Business on December 31, 2004 (the "Final Expiration Date")".

3. Amendments of Exhibits. The Exhibits to the Rights Agreement shall be restated to reflect this Amendment No. 1, including the making of all conforming changes.

4. Effectiveness. This Amendment No. 1 shall be effective as of the date hereof.

5. Governing Law. THIS AMENDMENT NO. 1 SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED, HOWEVER, THAT ALL PROVISIONS REGARDING THE RIGHTS, DUTIES AND OBLIGATIONS OF THE RIGHTS AGENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

6. Miscellaneous

(a) The amendment to the Rights Agreement set forth herein is limited precisely as written and shall not be deemed to be a consent to any waiver of or a modification of any other term or condition of the Rights Agreement or any of the instruments or agreements referred to therein. Except as expressly modified hereby, the terms and conditions of the Rights Agreement shall continue in full force and effect. Whenever the Rights Agreement is hereinafter referred to, it shall be deemed to mean the Rights Agreement as amended and modified hereby.

(b) If any term, provision, covenant or restriction of this Amendment No. 1 is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment No. 1 shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(c) This Amendment No. 1 may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument.

(d) The headings of the sections of this Amendment No. 1 have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly executed as of the day and year first written above.

NEWMONT MINING CORPORATION

By /s/ Britt D. Banks
Name: Britt D. Banks
Title: Vice President and General Counsel

MELLON INVESTOR SERVICES LLC,
as Rights Agent

By /s/ Michael A. Nespoli
Name: Michael A. Nespoli
Title: Vice President

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