content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on August 2,  1996
                                                        Registration No. _________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                       --------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                       --------------------------------------
  
                        SUNSHINE MINING AND REFINING COMPANY
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                75-2231378
         (State or other jurisdiction        (IRS Employer Identification Number)
       of incorporation or organization)          
                                                            83702
           877 W. MAIN STREET, SUITE 600                  (Zip Code)
                   BOISE, IDAHO                     
     (Address of principal executive offices)       
  
  
         SUNSHINE MINING AND REFINING COMPANY 1995 EMPLOYEE NONQUALIFIED
                                STOCK OPTION PLAN
       SUNSHINE MINING AND REFINING COMPANY 1993 INCENTIVE STOCK OPTION PLAN
         SUNSHING MINING AND REFINING COMPANY 1987 EMPLOYEE NON-QUALIFIED
                                STOCK OPTION PLAN
                              (Full title of the plan)
  
                       --------------------------------------
  
                                   JOHN S. SIMKO
                                     President
                        Sunshine Mining and Refining Company
                          877 West Main Street, Suite 600
                                Boise, Idaho  83702
                      (Name and address of agent for service)
                                   (208) 345-0660
           (Telephone number, including area code, of agent for service)
  
                       --------------------------------------
  
                                      Copy to:
                               James D. Hovren, Esq.
                                  EVANS, KEANE LLP
                            1101 W. River St., Suite 200
                                    P.O. Box 959
                              Boise, Idaho  83701-0959
  
                       --------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                      Proposed Maximum    Proposed Maximum
        Title of Securities           Amount to        Offering Price        Aggregate           Amount of
         to Be Registered            Be Registered       Per Share         Offering Price    Registration Fee
  - ------------------------------------------------------------------------------------------------------------------------------------
   <S>                                 <C>                    <C>            <C>                  <C>
   Common Stock, $0.01 Par  Value...     61,500(1)            (1)             $73,031.25(1)          $25.18(1)
                                          shares
  - ------------------------------------------------------------------------------------------------------------------------------------
   Common Stock, $0.01 Par Value...     326,500(1)            (1)            $387,718.75(1)         $133.70(1)
                                          shares
  - ------------------------------------------------------------------------------------------------------------------------------------
   Common Stock, $0.01 Par Value .   10,000,000(1)            (1)            $11,875,000(1)       $4,094.83(1)
                                          shares
  - ------------------------------------------------------------------------------------------------------------------------------------
   Total Fee                                                                                      $4,253.71(1)
  ====================================================================================================================================
  </TABLE>
  
  (1)      Up to 61,500 shares of Common Stock, par value $.01 to be issued upon
  exercise of options to be granted under the Company's 1987 Employee
  Non-Qualified Stock Option Plan; up to 326,500 shares of Common Stock, par
  value $.01 to be issued upon exercise of options to be granted under the
  Company's 1993 Incentive Stock Option Plan; and up to 10,000,000
  <PAGE>   2
  shares of Common Stock, par value $.01 to be issued upon exercise of options to
  be granted under the Company's 1995 Employee Nonqualified Stock Option Plan,
  are registered hereby.  The offering price per share, the aggregate offering
  price and the registration fee have been calculated in accordance with
  paragraphs (c) and (h)(1) of Rule 457 on the basis of the average high and low
  sale prices for Common Stock on the NYSE on July 29, 1996, of  $1.1875 per
  share.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Sunshine Mining and Refining Company ("Sunshine" or the "Company")
  hereby incorporates by reference the following documents filed with the
  Securities and Exchange Commission (the "Commission"):
  
           a.      Sunshine's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995 (the "1995 Form 10- K");
  
           b.      Sunshine's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1996 (the "March 31, 1996 10- Q");
  
           c.      Sunshine's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1996 (the "June 30, 1996 10- Q");
  
           d.      The description of Common Stock contained in the Sunshine's
  Registration Statement, Registration No. 1- 7966, as amended, filed pursuant to
  the Securities Exchange Act of 1934.
  
           All documents subsequently filed by Sunshine pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date such documents are filed.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The General Corporation Law of the State of Delaware empowers a
  corporation, subject to certain limitations, to indemnify its directors and
  officers against expenses (including attorney fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by them in
  connection with any action, suit or proceeding to which they are a party, or
  threatened to be made a party, so long as they acted in good faith and in a
  manner reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe their conduct was unlawful.
  
           In addition, the Certificate of Incorporation of the Company provides
  that directors of the Company shall not be liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except to the extent that such exemption from liability or limitation thereof
  is not permitted under the Delaware General Corporation Law.
  
           The bylaws of the Company also provide that the Company shall
  indemnify any person who is or was a party or is threatened to be made a party
  to any threatened, pending or completed, action, suit or proceeding, whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was
  a director, trustee, officer, employer or agent of the Company, or was serving
  as such in another corporation, partnership, joint venture, trust or other
  enterprise at the request of the Company, against expenses (including attorney
  fees), judgments, fines and amounts paid in settlement actually and
  <PAGE>   3
  reasonably incurred by such person in connection with such suit if such person
  acted in good faith and in a manner such person reasonably believed to be in or
  not opposed to the best interest of the corporation, and with respect to any
  criminal action or proceeding, had no reasonable cause to believe such person's
  conduct was unlawful.  In addition, the bylaws provide that the Company shall
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of
  the Company to procure a judgment in the Company's favor by reason of the fact
  that such person is or was the director, trustee, officer, employee or agent of
  the Company, or is or was serving at the request of the Company in such
  position in another corporation, partnership, joint venture, trust, or other
  enterprise, against expenses (including attorney fees) and amounts paid in
  settlement actually and reasonably incurred by such person in connection with
  the defense or settlement of such action or suit if such person acted in good
  faith and in a manner such person reasonably believed to be in or not opposed
  to the best interests of the corporation, and, with respect to amounts paid in
  settlement, the settlement of the suit or action was in the best interests of
  the corporation.  Indemnification shall be made in limited circumstances in the
  event that such person is adjudged to be liable for gross negligence or
  wilfulness conduct.
  
           The bylaws further provide that the Company shall have the power to
  purchase and maintain insurance on behalf of any director, trustee, officer,
  employee or agent of the Company against any liability asserted against such
  person and incurred by such person in such capacity, whether or not the Company
  would have the power to indemnify such person against such liability.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
    EXHIBIT
      NO.                                                  EXHIBIT
   ---------                                               -------
       <S>      <C>
       4.1      Form of Warrant Agreement, dated as of February 3, 1994, between Sunshine and American Stock Transfer &
                Trust Company, as Warrant Agent, filed as Exhibit 4.3 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.2      Form of Warrant Certificate, filed as Exhibit 4.4 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.4      Specimen Stock Certificate of the Common Stock, $0.01 par value, of Sunshine, filed as Exhibit 4.2 to
                Sunshine's Registration Statement on Form S-1 (Registration No. 33-63446) as amended, and incorporated
                herein by reference.
  
       4.5      Form of Indenture dated as of July 15, 1988, between Sunshine and MTrust Corp., National Association, with
                respect to Sunshine's Convertible Subordinated Debentures due July 15, 2008, filed as Exhibit 4.25 to
                Sunshine's Registration Statement on Form S-3 (Registration No. 33-21159) and incorporated herein by
                reference.
  
       4.6      First Supplemental Indenture, dated as of August 8, 1988, Second Supplemental Indenture dated as of
                November 10, 1988, and Third Supplemental Indenture, dated as of April 10, 1991, by and between the
                Company and Ameritrust Texas, N.A., the successor to MTrust Corp., National Association relating to the
                issuance of the Debentures, filed as Exhibit 4.3 to Sunshine's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1990, and incorporated herein by reference.
  </TABLE>
  
  
  
  
  
                                        II-2
  <PAGE>   4
  <TABLE>
     <S>        <C>
       4.7      Form of Fourth Supplemental Indenture, by and between the Company and Texas Commerce Bank National
                Association, as successor to Ameritrust Texas National Association formerly known as MTrust Corp.,
                National Association, relating to the issuance of the Debentures, filed as Exhibit 4.10 to Sunshine Merger
                Company's Registration Statement on Form S-4, Registration No. 33-98876, and incorporated herein by
                reference..
  
       4.8      Form of Supplemental Warrant Agreement dated as of February 1, 1996 between Sunshine Merger Company and
                American Stock Transfer & Trust Company, as Warrant Agent, relating to the Warrants ($2.12 exercise
                price), filed as Exhibit to Sunshine Merger Company's Registration Statement on Form S-4, Registration No.
                33-98876, and incorporated herein by reference.
  
  
      *5.1      Opinion of Evans, Keane LLP
  
     *23.1      Consent of Ernst & Young LLP
  
     *24.1      Power of attorney of the officers and directors of the Company, included on the signature page hereof.
  </TABLE>
  
  *  Filed herewith
  
  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 of 1933;
  
                            (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;
  
                            (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
  registration statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained
  in periodic reports filed by the registrant pursuant to Section 13 or Section
  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the registration statement.
  
                   (2) that, for the purpose of determining any liability under
           the Securities Act of 1933, 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; and
  
                   (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 of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d)
  
  
  
  
  
                                        II-3
  <PAGE>   5
  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 of 1933 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 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 Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-4
  <PAGE>   6
                          SIGNATURES AND POWER OF ATTORNEY
  
           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-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boise, State of Idaho on August 1, 1996.
  
                                          SUNSHINE MINING AND REFINING COMPANY
  
  
                                          By:  /s/ John S. Simko 
                                               -------------------------------
                                               John S. Simko, President and Chief
                                               Executive Officer
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
  constitutes and appoints John S. Simko, William W. Davis, and Robert S.
  Peterson, and each of them (with full power to each of them to act alone), his
  true and lawful attorneys-in-fact and agents, with full power of substitution,
  for him and on his behalf and in his name, place and stead, in any and all
  capacities, to sign, execute, and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto,
  with all exhibits and any and all documents required to be filed with respect
  thereto with any regulatory authority, granting unto said attorneys, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as he might or could
  do if personally present, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done.
  
  
  
  
  
                                        II-5
  <PAGE>   7
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons on behalf of
  the Registrant in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
                   Name                              Title                             Date
                   ----                              -----                             ----
  <S>                                        <C>                                       <C>
  /s/ John S. Simko                          Director, President and                   August 1, 1996
  - ----------------------------------         Chief Executive Officer                   --------------
  John S. Simko                                                     
  
  /s/ G. Chris Andersen                      Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  G. Chris Andersen
  
                                             Director                                 
  - ----------------------------------                                                   --------------           
  George M. Elvin
  
  /s/ Daniel D. Jackson                      Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  Daniel D. Jackson
  
  /s/ V. Dale Babbitt                        Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  V. Dale Babbitt
  
  /s/ William W. Davis                       Executive Vice President,                 August 1, 1996
  - ----------------------------------         Chief Financial and                       --------------
  William W. Davis                           Accounting Officer 
                                                                
  
  /s/ Robert B. Smith, Jr.                   Director                                  June 18, 1996
  - ----------------------------------                                                   -------------
  Robert B. Smith, Jr.
  
  /s/ Oren G. Shaffer                        Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  Oren G. Shaffer
  </TABLE>
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
    EXHIBIT
      NO.                                                  EXHIBIT
   ---------                                               -------
     <S>        <C>
       4.1      Form of Warrant Agreement, dated as of February 3, 1994, between Sunshine and American Stock Transfer &
                Trust Company, as Warrant Agent, filed as Exhibit 4.3 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.2      Form of Warrant Certificate, filed as Exhibit 4.4 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.3      Certificate of Designation, Rights and Preferences of $11.94 Cumulative Redeemable Preferred Stock of
                Sunshine, filed as Exhibit 3.3 to Sunshine's Registration Statement on Form S-4 (Registration No.
                33-22250) and incorporated herein by reference.
  
       4.4      Specimen Stock Certificate of the Common Stock, $0.01 par value, of Sunshine, filed as Exhibit 4.2 to
                Sunshine's Registration Statement on Form S-1 (Registration No. 33-63446) as amended, and incorporated
                herein by reference.
  
       4.5      Form of Indenture dated as of July 15, 1988, between Sunshine and MTrust Corp., National Association, with
                respect to Sunshine's Convertible Subordinated Debentures due July 15, 2008, filed as Exhibit 4.25 to
                Sunshine's Registration Statement on Form S-3 (Registration No. 33-21159) and incorporated herein by
                reference.
  
       4.6      First Supplemental Indenture, dated as of August 8, 1988, Second Supplemental Indenture dated as of
                November 10, 1988, and Third Supplemental Indenture, dated as of April 10, 1991, by and between the
                Company and Ameritrust Texas, N.A., the successor to MTrust Corp., National Association relating to the
                issuance of the Debentures, filed as Exhibit 4.3 to Sunshine's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1990, and incorporated herein by reference.
  
       4.7      Form of Fourth Supplemental Indenture, by and between the Company and Texas Commerce Bank National
                Association, as successor to Ameritrust Texas National Association formerly known as MTrust Corp.,
                National Association, relating to the issuance of the Debentures, filed as Exhibit 4.10 to Sunshine Merger
                Company's Registration Statement on Form S-4, Registration No. 33-98876, and incorporated herein by
                reference.
  
       4.8      Form of Supplemental Warrant Agreement dated as of February 1, 1996 between Sunshine Merger Company and
                American Stock Transfer & Trust Company, as Warrant Agent, relating to the Warrants ($2.12 exercise
                price), filed as Exhibit to Sunshine Merger Company's Registration Statement on Form S-4, Registration No.
                33-98876, and incorporated herein by reference.
  
      *5.1      Opinion of Evans, Keane LLP
  
     *23.1      Consent of Ernst & Young LLP
  
     *24.1      Power of attorney of the officers and directors of the Company, included on the signature page hereof.
  </TABLE>
  
  *  Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25837}]
metadata_filer: {"company-data": {"conformed-name": "SUNSHINE MINING & REFINING CO", "cik": "0000833376", "assigned-sic": "3330", "irs-number": "752231378", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09475", "film-number": "96603168"}, "business-address": {"street1": "877 WEST MAIN STREET", "street2": "SUITE 600", "city": "BOISES", "state": "ID", "zip": "83702", "phone": "2083450660"}, "mail-address": {"street1": "877 W MAIN STREET SUITE 600", "city": "BOISE", "state": "ID", "zip": "83702"}, "former-company": [{"former-conformed-name": "SUNSHINE MINING CO /DE", "date-changed": "19920703"}, {"former-conformed-name": "SUNSHINE HOLDINGS INC", "date-changed": "19880915"}]}
text: 1
  
      As filed with the Securities and Exchange Commission on August 2,  1996
                                                        Registration No. _________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                       --------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                       --------------------------------------
  
                        SUNSHINE MINING AND REFINING COMPANY
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                75-2231378
         (State or other jurisdiction        (IRS Employer Identification Number)
       of incorporation or organization)          
                                                            83702
           877 W. MAIN STREET, SUITE 600                  (Zip Code)
                   BOISE, IDAHO                     
     (Address of principal executive offices)       
  
         SUNSHINE MINING AND REFINING COMPANY 1995 EMPLOYEE NONQUALIFIED
                                STOCK OPTION PLAN
       SUNSHINE MINING AND REFINING COMPANY 1993 INCENTIVE STOCK OPTION PLAN
         SUNSHING MINING AND REFINING COMPANY 1987 EMPLOYEE NON-QUALIFIED
                                STOCK OPTION PLAN
                              (Full title of the plan)
  
                       --------------------------------------
  
                                   JOHN S. SIMKO
                                     President
                        Sunshine Mining and Refining Company
                          877 West Main Street, Suite 600
                                Boise, Idaho  83702
                      (Name and address of agent for service)
                                   (208) 345-0660
           (Telephone number, including area code, of agent for service)
  
                       --------------------------------------
  
                                      Copy to:
                               James D. Hovren, Esq.
                                  EVANS, KEANE LLP
                            1101 W. River St., Suite 200
                                    P.O. Box 959
                              Boise, Idaho  83701-0959
  
                       --------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                      Proposed Maximum    Proposed Maximum
        Title of Securities           Amount to        Offering Price        Aggregate           Amount of
         to Be Registered            Be Registered       Per Share         Offering Price    Registration Fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 Par  Value...     61,500(1)            (1)             $73,031.25(1)          $25.18(1)
                                          shares
  - ------------------------------------------------------------------------------------------------------------------------------------
   Common Stock, $0.01 Par Value...     326,500(1)            (1)            $387,718.75(1)         $133.70(1)
                                          shares
  - ------------------------------------------------------------------------------------------------------------------------------------
   Common Stock, $0.01 Par Value .   10,000,000(1)            (1)            $11,875,000(1)       $4,094.83(1)
                                          shares
  - ------------------------------------------------------------------------------------------------------------------------------------
   Total Fee                                                                                      $4,253.71(1)
  ====================================================================================================================================
  (1)      Up to 61,500 shares of Common Stock, par value $.01 to be issued upon
  exercise of options to be granted under the Company's 1987 Employee
  Non-Qualified Stock Option Plan; up to 326,500 shares of Common Stock, par
  value $.01 to be issued upon exercise of options to be granted under the
  Company's 1993 Incentive Stock Option Plan; and up to 10,000,000
  2
  shares of Common Stock, par value $.01 to be issued upon exercise of options to
  be granted under the Company's 1995 Employee Nonqualified Stock Option Plan,
  are registered hereby.  The offering price per share, the aggregate offering
  price and the registration fee have been calculated in accordance with
  paragraphs (c) and (h)(1) of Rule 457 on the basis of the average high and low
  sale prices for Common Stock on the NYSE on July 29, 1996, of  $1.1875 per
  share.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Sunshine Mining and Refining Company ("Sunshine" or the "Company")
  hereby incorporates by reference the following documents filed with the
  Securities and Exchange Commission (the "Commission"):
  
           a.      Sunshine's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995 (the "1995 Form 10- K");
  
           b.      Sunshine's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1996 (the "March 31, 1996 10- Q");
  
           c.      Sunshine's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1996 (the "June 30, 1996 10- Q");
  
           d.      The description of Common Stock contained in the Sunshine's
  Registration Statement, Registration No. 1- 7966, as amended, filed pursuant to
  the Securities Exchange Act of 1934.
  
           All documents subsequently filed by Sunshine pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date such documents are filed.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The General Corporation Law of the State of Delaware empowers a
  corporation, subject to certain limitations, to indemnify its directors and
  officers against expenses (including attorney fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by them in
  connection with any action, suit or proceeding to which they are a party, or
  threatened to be made a party, so long as they acted in good faith and in a
  manner reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe their conduct was unlawful.
  
           In addition, the Certificate of Incorporation of the Company provides
  that directors of the Company shall not be liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except to the extent that such exemption from liability or limitation thereof
  is not permitted under the Delaware General Corporation Law.
  
           The bylaws of the Company also provide that the Company shall
  indemnify any person who is or was a party or is threatened to be made a party
  to any threatened, pending or completed, action, suit or proceeding, whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was
  a director, trustee, officer, employer or agent of the Company, or was serving
  as such in another corporation, partnership, joint venture, trust or other
  enterprise at the request of the Company, against expenses (including attorney
  fees), judgments, fines and amounts paid in settlement actually and
  3
  reasonably incurred by such person in connection with such suit if such person
  acted in good faith and in a manner such person reasonably believed to be in or
  not opposed to the best interest of the corporation, and with respect to any
  criminal action or proceeding, had no reasonable cause to believe such person's
  conduct was unlawful.  In addition, the bylaws provide that the Company shall
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of
  the Company to procure a judgment in the Company's favor by reason of the fact
  that such person is or was the director, trustee, officer, employee or agent of
  the Company, or is or was serving at the request of the Company in such
  position in another corporation, partnership, joint venture, trust, or other
  enterprise, against expenses (including attorney fees) and amounts paid in
  settlement actually and reasonably incurred by such person in connection with
  the defense or settlement of such action or suit if such person acted in good
  faith and in a manner such person reasonably believed to be in or not opposed
  to the best interests of the corporation, and, with respect to amounts paid in
  settlement, the settlement of the suit or action was in the best interests of
  the corporation.  Indemnification shall be made in limited circumstances in the
  event that such person is adjudged to be liable for gross negligence or
  wilfulness conduct.
  
           The bylaws further provide that the Company shall have the power to
  purchase and maintain insurance on behalf of any director, trustee, officer,
  employee or agent of the Company against any liability asserted against such
  person and incurred by such person in such capacity, whether or not the Company
  would have the power to indemnify such person against such liability.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  EXHIBIT
      NO.                                                  EXHIBIT
   ---------                                               -------
  4.1      Form of Warrant Agreement, dated as of February 3, 1994, between Sunshine and American Stock Transfer &
                Trust Company, as Warrant Agent, filed as Exhibit 4.3 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.2      Form of Warrant Certificate, filed as Exhibit 4.4 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.4      Specimen Stock Certificate of the Common Stock, $0.01 par value, of Sunshine, filed as Exhibit 4.2 to
                Sunshine's Registration Statement on Form S-1 (Registration No. 33-63446) as amended, and incorporated
                herein by reference.
  
       4.5      Form of Indenture dated as of July 15, 1988, between Sunshine and MTrust Corp., National Association, with
                respect to Sunshine's Convertible Subordinated Debentures due July 15, 2008, filed as Exhibit 4.25 to
                Sunshine's Registration Statement on Form S-3 (Registration No. 33-21159) and incorporated herein by
                reference.
  
       4.6      First Supplemental Indenture, dated as of August 8, 1988, Second Supplemental Indenture dated as of
                November 10, 1988, and Third Supplemental Indenture, dated as of April 10, 1991, by and between the
                Company and Ameritrust Texas, N.A., the successor to MTrust Corp., National Association relating to the
                issuance of the Debentures, filed as Exhibit 4.3 to Sunshine's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1990, and incorporated herein by reference.
  II-2
  4
  4.7      Form of Fourth Supplemental Indenture, by and between the Company and Texas Commerce Bank National
                Association, as successor to Ameritrust Texas National Association formerly known as MTrust Corp.,
                National Association, relating to the issuance of the Debentures, filed as Exhibit 4.10 to Sunshine Merger
                Company's Registration Statement on Form S-4, Registration No. 33-98876, and incorporated herein by
                reference..
  
       4.8      Form of Supplemental Warrant Agreement dated as of February 1, 1996 between Sunshine Merger Company and
                American Stock Transfer & Trust Company, as Warrant Agent, relating to the Warrants ($2.12 exercise
                price), filed as Exhibit to Sunshine Merger Company's Registration Statement on Form S-4, Registration No.
                33-98876, and incorporated herein by reference.
  
      *5.1      Opinion of Evans, Keane LLP
  
     *23.1      Consent of Ernst & Young LLP
  
     *24.1      Power of attorney of the officers and directors of the Company, included on the signature page hereof.
  *  Filed herewith
  
  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 of 1933;
  
                            (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;
  
                            (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
  registration statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained
  in periodic reports filed by the registrant pursuant to Section 13 or Section
  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the registration statement.
  
                   (2) that, for the purpose of determining any liability under
           the Securities Act of 1933, 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; and
  
                   (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 of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d)
  
                                        II-3
  5
  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 of 1933 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 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 Act and
  will be governed by the final adjudication of such issue.
  
                                        II-4
  6
                          SIGNATURES AND POWER OF ATTORNEY
  
           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-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boise, State of Idaho on August 1, 1996.
  
                                          SUNSHINE MINING AND REFINING COMPANY
  
                                          By:  /s/ John S. Simko 
                                               -------------------------------
                                               John S. Simko, President and Chief
                                               Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
  constitutes and appoints John S. Simko, William W. Davis, and Robert S.
  Peterson, and each of them (with full power to each of them to act alone), his
  true and lawful attorneys-in-fact and agents, with full power of substitution,
  for him and on his behalf and in his name, place and stead, in any and all
  capacities, to sign, execute, and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto,
  with all exhibits and any and all documents required to be filed with respect
  thereto with any regulatory authority, granting unto said attorneys, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as he might or could
  do if personally present, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done.
  
                                        II-5
  7
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons on behalf of
  the Registrant in the capacities and on the dates indicated:
  Name                              Title                             Date
                   ----                              -----                             ----
  /s/ John S. Simko                          Director, President and                   August 1, 1996
  - ----------------------------------         Chief Executive Officer                   --------------
  John S. Simko                                                     
  
  /s/ G. Chris Andersen                      Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  G. Chris Andersen
  
                                             Director                                 
  - ----------------------------------                                                   --------------           
  George M. Elvin
  
  /s/ Daniel D. Jackson                      Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  Daniel D. Jackson
  
  /s/ V. Dale Babbitt                        Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  V. Dale Babbitt
  
  /s/ William W. Davis                       Executive Vice President,                 August 1, 1996
  - ----------------------------------         Chief Financial and                       --------------
  William W. Davis                           Accounting Officer 
                                                                
  
  /s/ Robert B. Smith, Jr.                   Director                                  June 18, 1996
  - ----------------------------------                                                   -------------
  Robert B. Smith, Jr.
  
  /s/ Oren G. Shaffer                        Director                                  August 1, 1996
  - ----------------------------------                                                   --------------
  Oren G. Shaffer
  8
                                 INDEX TO EXHIBITS
  EXHIBIT
      NO.                                                  EXHIBIT
   ---------                                               -------
  4.1      Form of Warrant Agreement, dated as of February 3, 1994, between Sunshine and American Stock Transfer &
                Trust Company, as Warrant Agent, filed as Exhibit 4.3 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.2      Form of Warrant Certificate, filed as Exhibit 4.4 to Sunshine's Registration Statement on Form S-1
                (Registration No. 33-73608), as amended and incorporated herein by reference.
  
       4.3      Certificate of Designation, Rights and Preferences of $11.94 Cumulative Redeemable Preferred Stock of
                Sunshine, filed as Exhibit 3.3 to Sunshine's Registration Statement on Form S-4 (Registration No.
                33-22250) and incorporated herein by reference.
  
       4.4      Specimen Stock Certificate of the Common Stock, $0.01 par value, of Sunshine, filed as Exhibit 4.2 to
                Sunshine's Registration Statement on Form S-1 (Registration No. 33-63446) as amended, and incorporated
                herein by reference.
  
       4.5      Form of Indenture dated as of July 15, 1988, between Sunshine and MTrust Corp., National Association, with
                respect to Sunshine's Convertible Subordinated Debentures due July 15, 2008, filed as Exhibit 4.25 to
                Sunshine's Registration Statement on Form S-3 (Registration No. 33-21159) and incorporated herein by
                reference.
  
       4.6      First Supplemental Indenture, dated as of August 8, 1988, Second Supplemental Indenture dated as of
                November 10, 1988, and Third Supplemental Indenture, dated as of April 10, 1991, by and between the
                Company and Ameritrust Texas, N.A., the successor to MTrust Corp., National Association relating to the
                issuance of the Debentures, filed as Exhibit 4.3 to Sunshine's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1990, and incorporated herein by reference.
  
       4.7      Form of Fourth Supplemental Indenture, by and between the Company and Texas Commerce Bank National
                Association, as successor to Ameritrust Texas National Association formerly known as MTrust Corp.,
                National Association, relating to the issuance of the Debentures, filed as Exhibit 4.10 to Sunshine Merger
                Company's Registration Statement on Form S-4, Registration No. 33-98876, and incorporated herein by
                reference.
  
       4.8      Form of Supplemental Warrant Agreement dated as of February 1, 1996 between Sunshine Merger Company and
                American Stock Transfer & Trust Company, as Warrant Agent, relating to the Warrants ($2.12 exercise
                price), filed as Exhibit to Sunshine Merger Company's Registration Statement on Form S-4, Registration No.
                33-98876, and incorporated herein by reference.
  
      *5.1      Opinion of Evans, Keane LLP
  
     *23.1      Consent of Ernst & Young LLP
  
     *24.1      Power of attorney of the officers and directors of the Company, included on the signature page hereof.
  *  Filed herewith