================================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                              FORM 10-K
      [X] AMENDMENT NO. 4 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.
===============================================================================
                                                                             
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant (the "Registrant") hereby amends its annual report on
Form 10-K for the fiscal year ended December 31, 1997, to include the following
information, financial statements and exhibits required by Form 11-K with
respect to The Mead Corporation Employees Stock Purchase Plan (the "Plan") for 
the years ended August 31, 1998 and 1997.  The Mead Corporation is issuer of the
securities held pursuant to the Plan.  The schedules called for under Article 
6A-05 in Regulation S-X have been omitted because they are inapplicable or the 
required information has been given in the financial statements or notes
thereto.


THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN

TABLE OF CONTENTS
________________________________________________________________

                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                 1

FINANCIAL STATEMENTS:

      Statements of Financial Condition as
      of August 31, 1998 and 1997                                            2

      Statements of Income and Changes in 
      Participants' Equity for the Years
      Ended August 31, 1998, 1997 and 1996                                   3

NOTES TO FINANCIAL STATEMENTS                                                4-5

EXHIBITS:

     Independent Auditors' Consent                                           6

     Signatures                                                              7

<PAGE>

INDEPENDENT AUDITORS' REPORT

Director of Benefits
The Mead Corporation Employees Stock Purchase Plan:

We have audited the accompanying statements of financial condition of The Mead
Corporation Employees Stock Purchase Plan (the "Plan") as of August 31, 1998 and
1997, and the related statements of income and changes in participants' equity
for each of the three years in the period ended August 31, 1998.  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, the financial statements referred to above present fairly, in 
all material respects, the financial condition of the  Plan at August 31, 1998 
and 1997, and the results of its operations and the changes in participants' 
equity for each of the three years in the period ended August 31, 1998, in 
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE


DELOITTE & TOUCHE LLP

November 20, 1998
Dayton, Ohio

<PAGE>
<TABLE>
<CAPTION>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN

STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, 1998 AND 1997
_________________________________________________________________


ASSETS                                                                            1998              1997
 <S>                                                                        <C>               <C>
Common shares of The Mead Corporation,                                                                  
 at market (Note B)                                                         $1,517,615        $1,329,936
Dividends receivable                                                             8,339             5,114
Cash                                                                            12,040            53,138
Participants' payroll receivable                                                20,340            50,357
The Mead Corporation match receivable                                           90,343                  
                                                                             ---------         ---------
                                                                            $1,648,677        $1,438,545
                                                                             =========         =========


LIABILITIES AND PARTICIPANTS' EQUITY

Current plan year distribution due to
 participating employees                                                    $1,646,952        $1,264,035
Amounts due to terminated employees and                                               
 estates of deceased employees                                                   1,725             4,143
Advance payment of contribution from
 The Mead Corporation                                                              -             128,840
                                                                             ---------         ---------
                                                                             1,648,677         1,397,018
Participants' equity                                                               -              41,527
                                                                             ---------         ---------
                                                                            $1,648,677        $1,438,545
                                                                             =========         =========

</TABLE>
See notes to financial statements.

<PAGE>

THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN

<TABLE>
<CAPTION>
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31, 1998, 1997 AND 1996
__________________________________________________________________


INCREASES IN PARTICIPANTS'                                           1998            1997          1996
 EQUITY:
   <S>                                                         <C>              <C>           <C>
  Investment income - dividends
   on Mead common shares                                       $   18,832       $  12,418     $  12,325
  Unrealized appreciation (deprec.)
   of Mead common shares                                        (268,037)         203,080        42,745
  Contributions and deposits:
    The Mead Corporation and
     subsidiaries                                                 141,206          71,018        75,181
    Participating employees                                     1,787,293       1,015,368       996,227
                                                                ---------       ---------     ---------
TOTAL INCREASES                                                 1,679,294       1,301,884     1,126,478
                                                                ---------       ---------     ---------

DECREASES IN PARTICIPANTS'
 EQUITY:
  Cash distributions to
   withdrawn, terminated or
   deceased employees                                              32,342          29,797        29,733
  Cash distributions                                               59,560
  Mead common share distributions:
    59,040 shares - 1998                                        1,628,919                
    35,638 shares - 1997                                                        1,264,035
    38,812 shares - 1996                                                                      1,110,946
                                                                ---------       ---------     ---------
TOTAL DECREASES                                                 1,720,821       1,293,832     1,140,679
                                                                ---------       ---------     ---------
NET INCREASE (DECREASE) IN
 PARTICIPANTS' EQUITY                                            (41,527)           8,052      (14,201)

PARTICIPANTS' EQUITY -
 Beginning of plan year                                            41,527          33,475        47,676
                                                                ---------       ---------     ---------
PARTICIPANTS' EQUITY -
 End of plan year                                              $     -         $   41,527     $  33,475
                                                                ---------       ---------     ---------
</TABLE>
See notes to financial statements.

<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1998, 1997 AND 1996

_________________________________________________________________


A.     PLAN DESCRIPTION

The Mead Corporation Employees Stock Purchase Plan (the "Plan") permits certain
employees of The Mead Corporation and subsidiaries to purchase Mead common
shares through payroll deductions.  Generally, eligible participants must be
full-time hourly employees over the age of twenty-one with one year of service
and must be employed at a location specified in the Plan.
     
Participating employers also make contributions to the Plan on behalf of the
participants at a rate of 12.5% of participant contributions.

The Plan distributes Mead common shares to participants at or near the end of
each fiscal year.  Employees who cease employment or voluntarily withdraw from
the Plan during the year receive a refund of their deposits.

Estimates - The preparation of financial statements, in confirmity with
generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period.  Actual results could
differ from those estimates.

<PAGE>

B.   COMMON SHARES OF THE MEAD CORPORATION

The principle followed in determining the cost of securities purchased and
distributed is average cost.  The Plan's transactions relating to common shares
of The Mead Corporation are as follows:

<TABLE>
<CAPTION>
                                                                                  Unrealized
                                          Number             Shares             Appreciation   Shares at
                                       of Shares            at Cost           (Depreciation)   Mkt Value
<S>                                    <C>               <C>                  <C>              <C>
Balance at 8/31/95                        44,030         $1,176,235               $  175,045   $1,351,280
Shares purchased                          37,800          1,029,515                             =========
Shares distributed                       (40,122)        (1,071,659)                (157,990)
Appreciation                                                                          42,745
                                       ---------          ---------                ---------

Balance at 8/31/96                        41,708          1,134,091                   59,800   $1,193,891
Shares purchased                          34,600          1,043,911                             =========
Shares distributed                       (38,812)        (1,055,298)                 (55,648)
Appreciation                                                                         203,080
                                       ---------          ---------                ---------

Balance at 8/31/97                        37,496          1,122,704                  207,232   $1,329,936
Shares purchased                          53,580          1,719,751                             =========
Shares distributed                       (35,638)        (1,071,841)                (192,194)
(Depreciation)                                                                     (268,037)
                                       ---------          ---------                ---------
Balance at 8/31/98                        55,438         $1,770,614                $(252,999)  $1,517,615
                                       ---------          ---------                ---------    =========
</TABLE>
C.     TAXES

All of the income of this Plan will be distributed and is taxable directly to 
the participants.  Accordingly, no income will be taxable on the trust which 
forms a part of the Plan; therefore no provision for income taxes is required 
for the Plan.  Under the grantor trust rules of the Internal Revenue Code
Section 671, the trust which forms a part of this Plan is not a tax paying
entity.  Matching contributions are taxable as additional compensation to the 
participants.

<PAGE>

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement Nos.
33-37960 and 33-59007 on Form S-8 of our report dated November 20, 1998,
accompanying the financial statements of The Mead Corporation Employees Stock
Purchase Plan included in the Form 10-K/A, Amendment No. 4, 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
November 24, 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:  November 30, 1998           By: ________________________
                                        Gregory T. Geswein
                                        Vice President and Controller
                                        (principal accounting officer)


                                    THE MEAD CORPORATION
                                    EMPLOYEES STOCK PURCHASE PLAN


                                       JAMES D. BELL
Date:  November 30, 1998           By: ________________________
                                        James D. Bell
                                        Director of Benefits