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                                   SECURITIES AND EXCHANGE COMMISSION
                                         WASHINGTON, D.C. 20549
                                                FORM 10-K
               [X] AMENDMENT NO. 3 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, 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, 1997 and 1996.  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, 1997 and 1996                                     2

      Statements of Income and Changes in 
      Participants' Equity for the Years
      Ended August 31, 1997, 1996 and 1995                            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 as of August 31, 1997 and
1996, and the related statements of income and changes in participants'
equity for each of the three years in the period ended August 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, the financial statements referred to above present fairly,
in all material respects, the financial condition of The Mead Corporation
Employees Stock Purchase Plan at August 31, 1997 and 1996, and the results
of its operations and the changes in participants' equity for each of the
three years in the period ended August 31, 1997, in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP


DELOITTE & TOUCHE LLP

October 29, 1997
Dayton, Ohio

<PAGE>


THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN

STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, 1997 AND 1996
___________________________________________________________________


ASSETS                                           1997         1996

Common shares of The Mead Corporation,
 at market (Note B)                         $1,329,936   $1,193,891
Dividends receivable                             5,114        5,926
Cash                                            53,138       97,714
Participants' payroll deductions
 receivable                                     50,357       25,962
                                            ----------   ----------
                                            $1,438,545   $1,323,493
                                            ==========   ==========

LIABILITIES AND PARTICIPANTS' EQUITY

Current plan year distribution due to
 participating employees                    $1,264,035   $1,110,946
Amounts due to terminated employees and
 estates of deceased employees                   4,143        3,928
Advance payment of contribution from
 The Mead Corporation                          128,840      175,144
                                            ----------   ----------
                                             1,397,018    1,290,018

Participants' equity                            41,527       33,475
                                            ----------   ----------
                                            $1,438,545   $1,323,493
                                            ==========   ==========

See notes to financial statements.

<PAGE>

THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31, 1997, 1996 AND 1995
_______________________________________________________________________

INCREASES IN PARTICIPANTS'               1997         1996        1995
 EQUITY:
  Investment income - dividends
   on Mead common shares            $   12,418  $   12,325  $   12,839
  Unrealized appreciation of
   Mead common shares                  203,080      42,745     162,243
  Contributions and deposits:
    The Mead Corporation and
     subsidiaries                       71,018      75,181      72,638
    Participating employees          1,015,368     996,227   1,039,032
                                    ----------  ----------  ----------
TOTAL INCREASES                      1,301,884   1,126,478   1,286,752
                                    ----------  ----------  ----------

DECREASES IN PARTICIPANTS'
 EQUITY:
  Cash distributions to
   withdrawn, terminated or
   deceased employees:
    From current year
     contributions                      25,844      25,087      43,671
    From prior years'
     contributions                       3,953       4,646       2,560
  Mead common share
   distributions:
    17,819 shares - 1997             1,264,035
    19,406 shares - 1996                         1,110,946
    20,061 shares - 1995                                     1,231,144
                                    ----------  ----------  ----------
TOTAL DECREASES                      1,293,832   1,140,679   1,277,375
                                    ----------  ----------  ----------

NET INCREASE (DECREASE) IN
 PARTICIPANTS' EQUITY                    8,052     (14,201)      9,377

PARTICIPANTS' EQUITY -
 Beginning of plan year                 33,475      47,676      38,299

                                    ----------  ----------  ----------
PARTICIPANTS' EQUITY-
 End of plan year                   $   41,527  $   33,475  $   47,676
                                    ==========  ==========  ==========


See notes to financial statements.

<PAGE>

THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1997, 1996 AND 1995
_________________________________________________________________

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.  Individuals eligible to
participate in The Mead Salaried Savings Plan may not participate in the
Plan. 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.

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:

                              Number      Shares    Unrealized    Shares at
                            of Shares    at Cost   Appreciation  Market Value
                            ---------  ----------  ------------  ------------
Balance at August 31, 1994    26,547   $1,165,463    $ 175,160   $1,340,623
Shares purchased              20,100    1,092,117                ==========
Shares distributed           (24,632)  (1,081,345)    (162,358)
Appreciation                                           162,243
                             -------   ----------    ---------
Balance at August 31, 1995    22,015    1,176,235      175,045   $1,351,280
Shares purchased              18,900    1,029,515                ==========
Shares distributed           (20,061)  (1,071,659)    (157,990)
Appreciation                                            42,745
                             -------   ----------    ---------

Balance at August 31, 1996    20,854    1,134,091    $  59,800   $1,193,891
Shares purchased              17,300    1,043,911                ==========
Shares distributed           (19,406)  (1,055,298)     (55,648)
Appreciation                                           203,080
                             -------   ----------    ---------

Balance at August 31, 1997    18,748   $1,122,704    $ 207,232   $1,329,936
                             =======   ==========    =========   ==========

<PAGE>

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 October 29,
1997, accompanying the financial statements of The Mead Corporation
Employees Stock Purchase Plan included in the Form 10-K/A, Amendment No.
3, to the Annual Report on Form 10-K of The Mead Corporation for the year
ended December 31, 1996.


DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Dayton, Ohio
November 14, 1997

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant and Administrators of the Plan have duly caused this amendment
to the Annual Report to be signed by the undersigned, thereunto duly
authorized.



                                         THE MEAD CORPORATION
                                         (Registrant)



Date:  November 19, 1997                 By:  G. T. GESWEIN
                                              _______________________________ 
                                              Vice President and Controller
                                              and Chief Accounting Officer

         
                                           THE MEAD CORPORATION
                                           EMPLOYEES STOCK PURCHASE PLAN



Date:  November 19, 1997                   By: JAMES D. BELL
                                              _______________________________ 
                                              Director of Benefits

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