================================================================================
                                    
                  SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                FORM 10-K

        [X] AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
              15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended December 31, 1997

                                    OR
       [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ________ to ________ Commission File No. 1-2267

                         THE MEAD CORPORATION
                 (Exact name of registrant as specified in its charter)
                Ohio                                          31-0535759
    (State of Incorporation)                (I.R.S. Employer Identification No.)

                    MEAD WORLD HEADQUARTERS
                  COURTHOUSE PLAZA NORTHEAST
                       DAYTON, OHIO 45463
              (Address of principal executive offices)

        Registrant's telephone number, including area code: 937-495-6323
        Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange
                Title of Each Class                      on which Registered 
                -------------------                     ---------------------

              Common Shares Without Par Value            New York Stock Exchange
                and Common Share Purchase Rights         Chicago Stock Exchange
                                                         Pacific Stock Exchange

                                _________________________

        Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X 
No __.
                                _________________________

        Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

                                _________________________

        As of January 23, 1998, the aggregate market value of the voting
shares held by non-affiliates of the Registrant was approximately
$3,309,766,961 determined by multiplying the highest selling price of a
Common Share on the New York Stock Exchange--Composite Transactions Tape
on such date, times the amount by which the total shares outstanding
exceeded the shares beneficially owned by directors and executive
officers of the Registrant.  Such determination shall not, however, be
deemed to be an admission that any person is an "affiliate" as defined
in Rule 405 under the Securities Act of 1933.

        The number of Common Shares outstanding at February 24, 1998 was
103,912,400.

                        DOCUMENTS INCORPORATED BY REFERENCE
        Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 23, 1998, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were
filed with the Securities and Exchange Commission on March 10, 1998.
================================================================================
                                                                         
<PAGE>                                 

Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 to include the following
information and financial statements required by Form 11-K with respect
to The Mead Savings Plan for Bargaining Unit Employees (the Plan) for
the year ended December 31, 1997.


THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES

TABLE OF CONTENTS

                                                                  Page

INDEPENDENT AUDITORS' REPORT                                       1

FINANCIAL STATEMENTS:

 Statements of Net Assets Available for Benefits
  as of December 31, 1997 and 1996                                  2

 Statement of Changes in Net Assets Available for
  Benefits for the Year Ended December 31, 1997                     3

NOTES TO FINANCIAL STATEMENTS                                     4-5

SUPPLEMENTAL SCHEDULES:

 Schedule of Assets Held for Investment as of
  December 31, 1997                                               6-7

 Schedule of Reportable Transactions for the
  Year Ended December 31, 1997                                      8
 
EXHIBIT -

 Independent Auditors' Consent                                      9

SIGNATURES                                                         10

<PAGE>

INDEPENDENT AUDITORS' REPORT

Members of the Corporate Benefits Committee
The Mead Savings Plan for Bargaining Unit Employees
Dayton, Ohio

We have audited the accompanying statements of net assets available for
benefits of The Mead Savings Plan for Bargaining Unit Employees (the
"Plan") as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for benefits for the year ended December
31, 1997.  These financial statements are the responsibility of the Plan's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December
31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.  
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental schedules
of (1) assets held for investment as of December 31, 1997, and (2)
reportable transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 1997, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.  These
schedules are the responsibility of the Plan's management.  Such schedules
have been subjected to the auditing procedures applied in our audit of the
basic 1997 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.


DELOITTE & TOUCHE LLP


DELOITTE & TOUCHE LLP

Dayton, Ohio
April 3, 1998

<PAGE>

THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996

(All dollar amounts in thousands)

                                           1997      1996
                                        ---------  --------
ASSETS

Investments:
  Mead Common Stock Fund                $   3,055  $  1,068
  Fidelity Investment Funds:
    Magellan Fund                          18,538    12,173
    Equity Income Fund                      9,715     5,239
    Intermediate Bond Fund                    702       420
    Overseas Fund                           2,120     1,427
    Asset Manager Fund                      4,687     2,636
    Asset Manager: Growth Fund              8,673     4,869
    Asset Manager: Income Fund              1,218       765
    Short Term Bond Fund                    2,056     1,787
    Retirement Money Market Fund            3,200     1,722
    US Equity Index Pool Fund               1,843       508
  Other mutual funds                          749
  Loans to participants                     1,895       993
                                        ---------  --------
Net Assets Available for Benefits       $  58,451  $ 33,607
                                        =========  ========

See notes to financial statements.

<PAGE>

THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997

(All dollar amounts in thousands)

INCREASES IN PLAN ASSETS:
  Contributions:
    Employees                                 $  14,306
    Rollovers                                     2,604
    Employer                                        671
  Investment Income:
    Interest and dividends                        3,561
    Net appreciation in fair value
     of investments                               5,106
                                              ---------
  Total increases                                26,248
                                              ---------
DECREASES IN PLAN ASSETS:
  Benefits paid to participants                   1,388
  Administrative expenses                            16
                                              ---------
  Total decreases                                 1,404
                                              ---------

NET INCREASE IN PLAN ASSETS                      24,844

NET ASSETS - DECEMBER 31, 1996                   33,607
                                              ---------
NET ASSETS - DECEMBER 31, 1997                $  58,451
                                              =========

See notes to financial statements.

<PAGE>

THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996 AND
YEAR ENDED DECEMBER 31, 1997

A.     PLAN DESCRIPTION

The following description of The Mead Savings Plan for Bargaining Unit
Employees (the "Plan") provides only general information.  Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.

General - The Plan is a defined contribution plan covering union employees
of The Mead Corporation who are covered by collective bargaining
agreements.  It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).

Contributions - Participants, except for participants employed at the
Rumford, Maine, facility, may generally authorize a redirection of payroll
wages of up to 10% of compensation as a contribution to the Plan each
year. Employee contributions and actual earnings thereon are at all times
fully vested and nonforfeitable.

Participants employed at the Rumford, Maine, facility may generally
authorize a redirection of payroll wages of up to 16% of compensation as
a contribution to the Plan each year.  During the year ended December 31,
1997, Mead's contributions were 50% of each dollar contributed on the
first 3% of the participant's eligible gross pay.  Employee and employer
contributions and actual earnings thereon are at all times fully vested
and nonforfeitable.

Investment options - Participants can direct their contributions among the
following funds of the Plan:

        Magellan Fund                       Equity Income Fund
        Intermediate Bond Fund              Overseas Fund
        Asset Manager Fund                  Asset Manager: Growth Fund
        Asset Manager: Income Fund          Short Term Bond Fund
        Retirement Money Market Fund        U.S. Equity Index Pool
        Mead Common Stock Fund

Additionally, for an annual fee participants can direct their
contributions to the Mutual Fund Window, which provides access to a wider
variety of funds.  These funds include additional Fidelity funds along
with over 70 funds from a number of mutual fund families.  Prospectuses
relating to all funds are available to the Plan participants from Fidelity
Management Trust Company.

Administrative Expenses - Expenses for administering the Plan, other than
loan set-up and maintenance fees and the fee for the Mutual Fund Window,
are paid directly by Mead.

Plan Termination - Mead reserves the right to terminate the Plan at any
time, subject to Plan provisions.  Upon such termination of the Plan, the
assets in the Plan, net of expenses properly charged thereto, shall be
distributed to participants or their beneficiaries based upon their
interests in the Plan at the termination date.

B.     SIGNIFICANT ACCOUNTING POLICIES

Investment Valuation - The Plan's investments are stated at fair value as
measured by readily available market prices.  Participant loans are valued
at face value.

Payment of Benefits - Benefits are recorded when paid.

<PAGE>

C.     TAX STATUS

The Internal Revenue Service has determined and informed the Company by a
letter dated July 3, 1996, that the Plan was in compliance with the
applicable requirements of the Internal Revenue Service.  The Plan has
been amended since receiving the determination letter.  However, the plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code.  Therefore, no provision for income taxes was included in
the Plan's financial statements.

D.     FUND INFORMATION

Participant contributions, benefits paid to participants, interest and
dividends and net appreciation (depreciation) in fair value of investments
by fund are as follows for the year ended December 31, 1997:

(All dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                                          Net appreciation
                                                                Benefits                    (depreciation)
                               Participant   Participant         paid to Interest and       in fair value
                             contributions     rollovers    participants    dividends      of investments
                             -------------   -----------    -----------   -----------     ---------------
<S>                                <C>            <C>            <C>           <C>                <C>
Mead Common Stock Fund             $   571        $  104         $   18        $                  $ (144)
Magellan Fund                        4,040           445            416         1,146              2,357
Equity Income Fund                   2,247           367            238           492              1,435
Intermediate Bond Fund                 224            51             43            35                  8
Overseas Fund                          785           137             36           103                 60
Asset Manager Fund                   1,256           317            124           391                357
Asset Manager: Growth Fund           2,207           463            131           895                695
Asset Manager: Income Fund             335           123             46            76                 45
Short Term Bond Fund                   463             1            105           120
Retirement Money Market Fund         1,597           433            185           144
US Equity Index Pool Fund              557           163              5                              318
Other mutual funds                      24                                         30                (25)
Loans to participants                                                41           129
                                   -------        ------         ------        ------             ------
  Total                            $14,306        $2,604         $1,388        $3,561             $5,106
                                   =======        ======         ======        ======             ======
</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.

<PAGE>

<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1997

(All dollar amounts in thousands)

                                                          Market
                                     Units       Cost     Value
                                  -----------  --------  --------

Mead Common Stock Fund                214,255  $  3,228  $  3,055

Fidelity Investment Funds:
  Magellan                            194,582    15,762    18,538
  Equity Income                       185,370     7,712     9,715
  Intermediate Bond                    69,063       696       702
  Overseas                             65,135     2,055     2,120
  Asset Manager                       255,396     4,204     4,687
  Asset Manager: Growth               469,329     7,660     8,673
  Asset Manager: Income                99,992     1,155     1,218
  Short Term Bond                     236,325     2,084     2,056
  Retirement Money Market           3,200,279     3,200     3,200
  U.S. Equity Index Pool               68,111     1,500     1,843
Other Mutual Funds:
  Fidelity funds:
    Blue Chip Growth                      179         7         7
    Capital Appreciation                   67         1         1
    Contrafund                          1,043        51        49
    Disciplined Equity                    104         3         3
    Dividend Growth                       994        23        23
    Emerging Markets                      876         8         8
    Fidelity Fifty                        165         3         3
    Fidelity Fund                          43         1         1
    Freedom 2020                           11
    Ginnie Mae                             48         1         1
    Growth & Income                       843        31        32
    Hong Kong & China                     699         8         8
    Investment Grade Bond                 135         1         1
    Japan Small Companies                 586         3         3
    Latin America                          88         2         2
    Low-Priced Stock                    6,067       153       153
    Mid-Cap Stock                          40         1         1
    Real Estate Investment                 40         1         1
    Retirement Government
     Money Market                      48,150        48        48
    Small-Cap Stock                       731        12        12
    Southeast Asia                        364         3         3
    Stock Selector                         24         1         1
    TechnoQuant                         2,206        27        26
    U.S. Bond Index                         1
    Utilities                             117         2         2
    Value                                 183        11        10
  Other Funds:
    Founders Growth                       133         3         2
    INVESCO Dynamics                       10
    INVESCO Small Company Growth           60         1         1
    Janus Fund                             58         2         1
    Janus Mercury                       1,053        20        17
    Janus Twenty                          193         7         6
    Janus Worldwide                     2,559       101        96
    MAS High Yield Portfolio               92         1         1
    MAS Mid Cap Growth                    823        17        15

<PAGE>

    MAS Value Portfolio                   551        11        10
    Morgan Stanley Emerging Growth         11
    Morgan Stanley Global Equity            7
    N&B Genesis Trust                   4,832       108       107
    N&B Partners Trust                  2,800        53        49
    PBHG Emerging Growth                  210         5         5
    PBHG Growth                            56         2         1
    PIMCO Capital Appreciation            650        15        15
    PIMCO High Yield                      110         1         1
    PIMCO Mid-Cap Growth                  589        14        13
    Strong Advantage                      185         2         2
    Templeton Foreign I                   272         3         3
    Templeton World I                     277         5         5
    Warburg Capital Appreciation            7
                                               --------  --------
  Total other mutual funds                          773       749

Loans to participants - 533 loans
 with interest rates from 6.25%
 to 10.75%                                        1,895     1,895
                                               --------  --------
                                               $ 51,924  $ 58,451
                                               ========  ========
<PAGE>

The Mead Savings Plan for Bargaining Unit Employees
Item 27d- Supplemental Schedule of Reportable Transactions -
 Series of Transactions
Year Ended December 31, 1997

(All dollar amounts in thousands)
<TABLE>
<CAPTION>

                                Number of   Purchase     Number     Sale         Gain/
          Description           Purchases     Cost      of Sales  Proceeds      (Loss)
-------------------------------------------------------------------------------------------
<S>                                   <C>    <C>             <C>    <C>              <C>
Mead Common Stock Fund                207    $   3,332       133    $  1,200         $124

Magellan Fund                         246        6,894       217       2,894          333

Equity Income Fund                    232        4,449       171       1,405          191

Overseas Fund                         200        1,527       140         894           59

Asset Manager Fund                    167        2,121        95         426           52

Asset Manager: Growth Fund            216        4,257       154       1,147          143

Retirement Money Market Fund          207        4,219       204       2,739

US Equity Index Pool                  194        1,615        87         598           54
</TABLE>

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No.
33-53421 on Form S-8 of our report dated April 3, 1998, accompanying the
financial statements of The Mead Savings Plan for Bargaining Unit
Employees included in the Form 10-K/A Amendment No. 2 to the Annual Report
on Form 10-K of The Mead Corporation for the year ended December 31, 1997.


DELOITTE & TOUCHE LLP


DELOITTE & TOUCHE LLP

Dayton, Ohio
May 7, 1998

<PAGE>

                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant and the administrators of the Plan have duly caused this
amendment to the Annual Report on Form 10-K to be signed by the
undersigned, thereunto duly authorized.


                                    THE MEAD CORPORATION
                                    (Registrant)


                                           G. T. GESWEIN
Date:  May 12, 1998                By:     ________________________
                                            Gregory T. Geswein
                                            Vice President and Controller
                                            (principal accounting officer)


                                    THE MEAD SAVINGS PLAN FOR
                                    BARGAINING UNIT EMPLOYEES


                                           JAMES D. BELL
Date:  May 12, 1998                By:     ________________________
                                            James D. Bell
                                            Director of Benefits