S-8

As filed with the Securities and Exchange Commission on June 8, 2012

 Registration No. 333-    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Stillwater Mining Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware			81-0480654
(State or Other Jurisdiction of Incorporation or  Organization)			(I.R.S. Employer Identification No.)
		1321 Discovery Drive Billings, Montana 59102
(Address, Including  Zip Code, of Registrant's Principal Executive Offices)
Stillwater Mining Company 2012 Equity Incentive Plan
(Full Title of the Plan)
	John R. Stark Executive VP and Chief Commercial Officer Stillwater Mining Company 1321 Discovery Drive Billings, Montana 59102 (406) 373-8700
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
		Copies to:
		David J. Goldschmidt Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   x	Accelerated filer
Non-accelerated filer	Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, par value $0.01 per share
Stillwater Mining Company 2012 Equity Incentive Plan		$
Total	5,000,000 shares	$ 8.615(2)	$43,075,000	$4,936.40

(1) This registration statement shall also cover any additional shares of common stock which may become issuable under the plan being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of common stock.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933 (the "Securities Act"); such computation is based on the averageof the high and low prices for a share of the registrant's common stock on June 5, 2012, as reported on the Nasdaq Global Select Market.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.          Plan Information.*

Item 2.          Registrant Information and Employee Plan Annual Information.*

             * The documents containing the information specified in Part I will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference

The following documents previously filed with the SEC are incorporated by reference in this registration statement:

(a)	The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 23, 2012 (the "Form 10-K"), that contains audited consolidated financial statements of Stillwater Mining Company and its subsidiaries for the fiscal year ended December 31, 2011;
(b)	The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on April 27, 2012;
(c)	The Company's Current Reports on Form 8-K, filed with the SEC on March 30, 2012, April 5, 2012, April 18, 2012, April 26, 2012, May 1, 2012 and June 6, 2012;
(d)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Company's Form 10-K referred to in (a) above (other than information contained in Current Reports on Form 8-K that is furnished, but not filed); and
(e)	The description of the Common Stock contained in the Registration Statement on Form 8-A dated February 2, 1994, filed with the SEC by the Company to register such securities under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

In addition, any and all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which

deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified, superseded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this registration statement.

Item 4.          Description of Securities

Not applicable.

Item 5.          Interests of Named Experts and Counsel

Not applicable.

Item 6.          Indemnification of Directors and Officers

As authorized by Section 145 of the Delaware General Corporation Law, each director and officer of a corporation may be indemnified by the corporation against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred regarding the defense or settlement of threatened, pending or completed legal proceedings. Each director or officer will have the right of indemnification if he or she:

· is involved in the legal proceeding because he or she is or was a director or officer of the corporation;

· acted in good faith and in a manner that he or she reasonably believed was in the best interests of the corporation; and

· in a criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

However, if the legal proceeding is by or in the right of the corporation, the director or officer may not be indemnified for claims, issues or matters as to which the director or officer is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless a court determines otherwise.

Article 6 of the Company's By-Laws provides for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.  Set forth below are material provisions of article VI of our amended and restated by-laws that authorize the indemnification of directors and officers:

· Section 6.1 states that if a director or officer is adjudged to be liable to us by a court of law there would be no right of indemnification unless the court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity.

· Under section 6.2, authorization as to whether a director or officer should be indemnified is made (a) by a majority vote of the directors who are not parties to the action, suit or proceeding, even though less than a quorum, (b) by independent legal counsel in a written opinion if there are no directors who are not parties to the action, suit or proceeding, or (c) by the stockholders. However, if a director or officer has been successful on the merits or defense of the action, suit or proceeding, then that person will be indemnified without authorization.

· According to section 6.4, directors or officers may apply to the Court of Chancery in the State of Delaware for indemnification.

· Section 6.5 provides that the directors and officers have the right to be reimbursed for the expenses incurred in defending or participating in a legal proceeding in advance of the proceeding's final disposition.

· Pursuant to section 6.6, we may purchase and maintain insurance on behalf of persons who are or were directors or officers whether or not we would have the power or the obligation to indemnify those persons.

The Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") provides that its directors shall not be liable for monetary damages for breach of their fiduciary duty as directors to the Company or its stockholders. This provision in the Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to the Company for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Item 7.          Exemption From Registration Claimed

Not applicable.

Item 8.          Exhibits

The following exhibits are filed as part of this registration statement or, where so indicated, have been previously filed and are incorporated herein by reference.

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Stillwater Mining Company (incorporated herein by reference to Exhibit 3.1 to the Form 10-Q for the quarterly period ended September 30, 2003, filed on October 27, 2003).

4.2	Amended and Restated By-laws of Stillwater Mining Company (incorporated herein by reference to Exhibit 3.2 to the Form 8-K filed on December 29, 2004).
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1	Consent of KPMG LLP
23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
23.3	Consent of Behre Dolbear & Company (USA), Inc.
99.1	Stillwater Mining Company 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit A of the Proxy Statement on Form DEF 14A filed with the Commission on March 23, 2012).

Item 9.          Undertakings

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.

(2)That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, Montana, on June 8, 2012.

Stillwater Mining Company
By:	/s/ John R. Stark
	Name:	John R. Stark
	Title:	Executive VP and Chief Commercial Officer

            Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ John R. Stark	Executive VP and Chief Commercial Officer	June 8, 2012
John R. Stark
/s/ Francis R. McAllister	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	June 8, 2012
Francis R. McAllister
/s/ Gregory A. Wing	Vice President and Chief Financial Officer (Principal Financial Officer)	June 8, 2012
Gregory A. Wing
/s/ Craig L. Fuller	Director	June 8, 2012
Craig L. Fuller
/s/ Patrick M. James	Director	June 8, 2012
Patrick M. James
/s/ Steven S. Lucas	Director	June 8, 2012
Steven S. Lucas
/s/ Michael S. Parrett	Director	June 8, 2012
Michael S. Parrett
/s/ Sheryl K. Pressler	Director	June 8, 2012
Sheryl K. Pressler
/s/ Michael Schiavone	Director	June 8, 2012
Michael Schiavone

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Stillwater Mining Company (incorporated herein by reference to Exhibit 3.1 to the Form 10-Q for the quarterly period ended September 30, 2003, filed on October 27, 2003).
4.2	Amended and Restated By-laws of Stillwater Mining Company (incorporated herein by reference to Exhibit 3.2 to the Form 8-K filed on December 29, 2004).
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1	Consent of KPMG LLP

23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
23.3	Consent of Behre Dolbear & Company (USA), Inc.
99.1	Stillwater Mining Company 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit A of the Proxy Statement on Form DEF 14A filed with the Commission on March 23, 2012).

EX-5.1

EXHIBIT 5.1

Skadden, Arps, Slate, Meagher & Flom llp
FOUR TIMES SQUARE
NEW YORK 10036-6522 ________ TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com	FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA
June 6, 2012

Stillwater Mining Company

1321 Discovery Drive

Billings, Montana 59102

RE:  Stillwater Mining Company Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Stillwater Mining Company, a Delaware corporation (the "Company"), and are delivering this opinion in connection with the preparation of a registration statement on Form S-8 of the Company (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission"), on June 8, 2012, relating to the registration by the Company of 5,000,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), authorized for issuance pursuant to the Stillwater Mining Company 2012 Equity Incentive Plan (the "Plan").

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").

In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction of the following: (i) the Plan; (ii) the Registration Statement in the form filed with the Commission on the date hereof; (iii) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect, certified by the Secretary of State of the State of Delaware; (iv) the Amended

June 6, 2012

Page 2

and Restated By-Laws of the Company, as currently in effect, certified by the Secretary of the Company (the "By-Laws"); (v) a certificate, dated as of June 6, 2012, from the Secretary of State of the State of Delaware, as to the existence and good standing in the State of Delaware of the Company; (vi) the resolutions of the Board of Directors of the Company relating to the approval of the Plan, certified by the Secretary of the Company; and (viii) a specimen certificate representing the Common Stock.  We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.  In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.  As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

In rendering the opinion set forth below, we have assumed that the certificates evidencing the Shares will be signed by one of the authorized officers of the Company and registered by the transfer agent and will conform to the specimen certificate examined by us evidencing the Common Stock.  We have also assumed that the issuance of the Shares will be properly recorded in the books and records of the Company pursuant to the terms of the By-Laws.  We have also assumed that the Shares will be issued in accordance with the terms of the Plan for consideration in an amount at least equal to the par value of such Shares.

We do not express any opinion as to the laws of any jurisdiction other than the laws of the State of Delaware.

Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when the Shares are issued and

June 6, 2012

Page 3

paid for by the participants in the Plan as contemplated by the Plan and in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

 /s/ Skadden, Arps, Slate, Meagher & Flom LLP

  Skadden, Arps, Slate, Meagher & Flom LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Stillwater Mining Company:

We consent to the incorporation by reference in the registration statement on Form S-8 of Stillwater Mining Company of our reports dated February 22, 2012, with respect to the consolidated balance sheets of Stillwater Mining Company as of December 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011, which reports appear in the December 31, 2011 annual report on Form 10-K of Stillwater Mining Company.

/s/ KPMG LLP

Billings, Montana

June 8, 2012

EX-23.3

EXHIBIT 23.3

June 8, 2012

Stillwater Mining Company

1321 Discovery Dr

Billings, MT 59102

Gentlemen:

Behre Dolbear & Company (USA), Inc. ("Behre Dolbear") hereby consents to the incorporation by reference to Behre Dolbear in Stillwater Mining Company's (the "Company") Registration Statement on Form S-3 (Registration No. 333-170851) and in the related prospectus and any prospectus supplements filed thereunder and on Form S-8 (Nos. 333-70861, 333-159144, 333-156262, 333-129953, 333-117927, 333-111989, 333-76314, 333-66364 and 333-70861) in regards to work performed by Behre Dolbear for the Company in the Company's filing with the U.S. Securities and Exchange Commission of its Form 10-K for the fiscal year ended December 31, 2011.

Behre Dolbear also consents to all references to itself in any prospectus contained in any such registration statement, including under the heading "Experts."

Please contact us if you require further assistance.

Sincerely,

BEHRE DOLBEAR GROUP INC.

/s/ Karr McCurdy

Karr McCurdy, Chief Executive Officer