=============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 FORM 10-K
       [X] AMENDMENT NO. 1 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.
================================================================================
<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 Salaried Savings Plan (the Plan) for the year ended
December 31, 1996:


THE MEAD SALARIED SAVINGS PLAN

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 Salaried Savings Plan
Dayton, Ohio

We have audited the accompanying statements of net assets available for
benefits of The Mead Salaried Savings Plan (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 SALARIED SAVINGS PLAN
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                  $144,744  $136,122
  Fidelity Investment Funds:
    Magellan Fund                           70,126    68,763
    Equity Income Fund                      37,788    26,594
    Intermediate Bond Fund                   4,441     4,316
    Overseas Fund                           12,148     9,408
    Asset Manager Fund                      25,155    23,527
    Asset Manager: Growth Fund              37,208    31,594
    Asset Manager: Income Fund               5,921     6,464
    Short Term Bond Fund                    12,654    13,888
    Retirement Money Market Fund            12,794     9,037
    US Equity Index Pool Fund                6,958     2,460
  Loans to participants                      9,653    10,123
                                          --------  --------
Net Assets Available for Benefits         $379,590  $342,296
                                          ========  ========

See notes to financial statements.

<PAGE>

THE MEAD SALARIED SAVINGS PLAN
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                                 $  21,764
    Rollovers                                     1,904
    Employer                                      9,301
  Investment Income:
    Interest and dividends                       22,167
    Net appreciation in fair value
     of investments                              23,278
                                              ---------
Total increases                                  78,414
                                              ---------

DECREASES IN PLAN ASSETS:
  Benefits paid to participants                  41,076
  Administrative expenses                            44
                                              ---------
 Total decreases                                 41,120
                                              ---------

NET INCREASE IN PLAN ASSETS                      37,294


NET ASSETS - DECEMBER 31, 1995                  342,296
                                              ---------
NET ASSETS - DECEMBER 31, 1996                $ 379,590
                                              =========

See notes to financial statements.

<PAGE>

THE MEAD SALARIED SAVINGS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995 AND
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------
A.     PLAN DESCRIPTION

The following description of The Mead Salaried Savings Plan (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 employees of
The Mead Corporation who are not covered by collective bargaining
agreements.  It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).

Contributions - Participants 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 60% of each dollar contributed on the first 3% of the participant's
eligible gross pay and 40% of each dollar on the next 3% of the
participant's eligible gross pay.  Mead may make an additional
discretionary contribution each year in an amount determined by its Board
of Directors.  A discretionary contribution of $250 per employee was made
in the year ended December 31, 1996.  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         $  2,947      $ 15,962    $                $  18,511
Magellan Fund                     6,376         7,441      11,098            (3,570)
Equity Income Fund                2,564         3,465       2,283             3,776
Intermediate Bond Fund              392           380         293              (140)
Overseas Fund                     1,283         1,316         731               606
Asset Manager Fund                2,026         2,703       1,975               930
Asset Manager: Growth Fund        3,454         3,110       3,086             2,409
Asset Manager: Income Fund          464           837         451                 7
Short Term Bond Fund                984         1,809         847              (242)
Retirement Money Market Fund        778         2,902         544             
US Equity Index Pool Fund           496           275                           991
Loans to participants                             876         859
                           ------------  ------------  ---------- -----------------
  Total                        $ 21,764      $ 41,076    $ 22,167         $  23,278
                           ============  ============  ========== =================
</TABLE>

All Employer contributions are made to the Mead Common Stock Fund.

<PAGE>

The Mead Salaried Savings Plan
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            9,968,601  $ 95,331  $144,744

Fidelity Investment Funds:
 Magellan                           869,506    64,247    70,126
 Equity Income                      882,274    31,390    37,788
 Intermediate Bond                  440,595     4,447     4,441
 Overseas                           393,896    11,542    12,148
 Asset Manager                    1,527,326    22,852    25,155
 Asset Manager: Growth            2,275,710    32,710    37,208
 Asset Manager: Income              509,959     5,591     5,921
 Short Term Bond                  1,451,184    12,999    12,654
 Retirement Money Market         12,794,390    12,794    12,794
 U.S. Equity Index Pool             342,736     5,647     6,958

Loans to participants - 1,755 loans
 with interest rates from 9.65%
 to 10.75%                                      9,653     9,653
                                             --------  --------
                                             $309,203  $379,590
                                             ========  ========

<PAGE>

The Mead Salaried Savings Plan
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                     254      $31,068       254     $40,955       $8,684

Magellan Fund                              254       27,657       249      22,724        1,031

Equity Income Fund                         254       15,553       232       8,135          847

Asset Manager: Growth Fund                 254       10,803       239       7,599          979

Retirement Money Market Fund               254       25,784       230      22,026
</TABLE>

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement
Nos. 33-37961 and 33-47580 on Form S-8 of our report dated April 11, 1997,
accompanying the financial statements of The Mead Salaried Savings Plan
included in the Form 10-K/A Amendment No. 1 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
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 SALARIED
                                 SAVINGS PLAN


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










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