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                  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, 1996
                                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 24, 1997, the aggregate market value of the voting
shares held by non-affiliates of the Registrant was approximately
$3,148,633,552 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 25, 1997 was
52,236,180.
                               DOCUMENTS INCORPORATED BY REFERENCE
        Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 24, 1997, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were
filed with the Securities and Exchange Commission on March 12, 1997.
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<PAGE>                                                                         
         
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, 1996 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, 1996:


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, 1996 and 1995                            2

 Statement of Changes in Net Assets Available for
  Benefits for the Year Ended December 31, 1996               3

NOTES TO FINANCIAL STATEMENTS                                4-5

SUPPLEMENTAL SCHEDULES:

 Schedule of Assets Held for Investment as of
  December 31, 1996                                           6 

 Schedule of Reportable Transactions
  for the Year Ended December 31, 1996                        7

 
EXHIBIT:

 Independent Auditors' Consent                                8

 Signatures                                                   9



<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, 1996 and 1995, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1996. 
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, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996, 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, 1996, and (2)
reportable transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 1996, 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 1996 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 11, 1997

<PAGE>

THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
------------------------------------------------------------------
(All dollar amounts in thousands)

                                            1996      1995
                                         ---------  --------
ASSETS

Investments:
  Mead Common Stock Fund                 $   1,068  $    625
  Fidelity Investment Funds:
    Magellan Fund                           12,173     8,959
    Equity Income Fund                       5,239     2,981
    Intermediate Bond Fund                     420       292
    Overseas Fund                            1,427       889
    Asset Manager Fund                       2,636     1,766
    Asset Manager: Growth Fund               4,869     2,970
    Asset Manager: Income Fund                 765       610
    Short Term Bond Fund                     1,787     1,473
    Retirement Money Market Fund             1,722       551
    US Equity Index Pool Fund                  508       168
  Loans to participants                        993       592
                                         ---------  --------
Net Assets Available for Benefits        $  33,607  $ 21,876
                                         =========  ========

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, 1996
------------------------------------------------------------------
(All dollar amounts in thousands)

INCREASES IN PLAN ASSETS:
  Contributions:
    Employees                                 $   8,873
    Rollovers                                       501
    Employer                                         82
  Investment Income:
    Interest and dividends                        2,904
    Net appreciation in fair value
     of investments                                 587
                                              ---------
Total increases                                  12,947
                                              ---------

DECREASES IN PLAN ASSETS:
  Benefits paid to participants                   1,207
  Administrative expenses                             9
                                              ---------
 Total decreases                                  1,216
                                              ---------

NET INCREASE IN PLAN ASSETS                      11,731


NET ASSETS - DECEMBER 31, 1995                   21,876
                                              ---------
NET ASSETS - DECEMBER 31, 1996                $  33,607
                                              =========

See notes to financial statements.

<PAGE>

THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995 AND YEAR ENDED DECEMBER 31, 1996
----------------------------------------------------------------
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, 1996, 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

Prospectuses relating to these 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, 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.

<PAGE>

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.


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, 1996:

(All dollar amounts in thousands)
<TABLE>
<CAPTION>
                                            Benefits     Interest   Net appreciation (depreciation)
                            Participant     paid to        and       in fair value
                           contributions  participants   dividends   of investments
                           -------------  ------------  ---------- ----------------
<S>                        <C>            <C>           <C>        <C> 

Mead Common Stock Fund         $    301     $      3     $               $   113
Magellan Fund                     3,133          384        1,627           (409)
Equity Income Fund                1,272          199          306            494
Intermediate Bond Fund              156           27           25            (11)
Overseas Fund                       431           51           86             57
Asset Manager Fund                  756          140          193             76
Asset Manager: Growth Fund        1,295           80          392            237
Asset Manager: Income Fund          220           72           50             (1)
Short Term Bond Fund                495           81          108            (27)
Retirement Money Market Fund        696          150           47
US Equity Index Pool Fund           118           16                          58   
Loans to participants                              4           70
                           -------------  ------------  ---------- ----------------
  Total                        $  8,873     $  1,207     $  2,904        $   587
                           =============  ============  ========== ================
</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.

<PAGE>

The Mead Savings Plan for Bargaining Unit Employees
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1996
------------------------------------------------------------------
(All dollar amounts in thousands)

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

Mead Common Stock Fund               73,586   $   972   $ 1,068

Fidelity Investment Funds:
 Magellan                           150,934    11,429    12,173
 Equity Income                      122,327     4,477     5,239
 Intermediate Bond                   41,678       421       420
 Overseas                            46,256     1,363     1,427
 Asset Manager                      160,064     2,457     2,636
 Asset Manager: Growth              297,775     4,408     4,869
 Asset Manager: Income               65,875       738       765
 Short Term Bond                    204,968     1,817     1,787
 Retirement Money Market          1,721,590     1,722     1,722
 U.S. Equity Index Pool              25,002       428       508

Loans to participants - 326 loans
 with interest rates from 9.65%
 to 10.75%                                        993       993
                                             --------  --------
                                              $31,225   $33,607
                                             ========  ========

<PAGE>

The Mead Savings Plan for Bargaining Unit Employees
Item 27d- Supplemental Schedule of Reportable Transactions - Series of
Transactions
Year Ended December 31, 1996
------------------------------------------------------------------------------
(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                     147      $   790        89     $   461          $27

Magellan Fund                              233        5,570       196       1,947           55

Equity Income Fund                         208        2,500       134         737           87

Overseas Fund                              147          853        80         371           12

Asset Manager Fund                         130        1,169        77         376           33

Asset Manager: Growth Fund                 159        2,119        96         457           55

Retirement Money Market Fund               143        1,813        84         642
</TABLE>

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement
No. 33-53421 on Form S-8 of our report dated April 11, 1997, 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, 1996.

DELOITTE & TOUCHE


DELOITTE & TOUCHE LLP

Dayton, Ohio
May 9, 1997

<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)


Date:     May 13, 1997    By:    GREGORY T. GESWEIN
                                 ________________________
                                 Gregory T. Geswein
                                 Vice President and Controller
                                 (principal accounting officer)


                                 THE MEAD SAVINGS PLAN FOR
                                 BARGAINING UNIT EMPLOYEES


Date:     May 13, 1997    By:     JAMES D. BELL
                                 ________________________
                                 James D. Bell
                                 Director of Benefits





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