===============================================================================
                               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, 1998
                                               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 22, 1999, the aggregate market value of the voting
shares held by non-affiliates of the Registrant was approximately
$3,054,060,558 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 23, 1999 was
101,916,102.
                               DOCUMENTS INCORPORATED BY REFERENCE
        Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 22, 1999, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were
filed with the Securities and Exchange Commission on March 9, 1999.
================================================================================

<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, 1998, 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, 1999 and
1998.  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, 1999 and 1998                    2

      Statements of Income and Changes in
      Participants' Equity for the Years
      Ended August 31, 1999, 1998 and 1997           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, 1999 and 1998, and the related statements of income and
changes in participants' equity for each of the three years in the
period ended August 31, 1999.  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, 1999 and 1998, and the results of its operations and the
changes in participants' equity for each of the three years in the
period ended August 31, 1999, in conformity with generally accepted
accounting principles.


DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

November 12, 1999
Dayton, Ohio

<PAGE>

THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN

STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, 1999 AND 1998
____________________________________________________________________

ASSETS                                          1999             1998

Common shares of The Mead Corporation,
 at fair value (Note B)                     $2,001,741        $1,517,615
Dividends receivable                             7,717             8,339
Cash                                            26,600            12,040
Participants' payroll receivable                18,629            20,340
The Mead Corporation match receivable            7,386            90,343
                                            ----------------------------
                                            $2,062,073        $1,648,677
                                            ============================
LIABILITIES

Current plan year distribution due to
 participating employees                    $2,059,740        $1,646,952
Amounts due to terminated employees
 and estates of deceased employees               2,333             1,725
                                            ----------------------------
                                            $2,062,073        $1,648,677
                                            ============================

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, 1999, 1998 AND 1997
_______________________________________________________________________

INCREASES IN PARTICIPANTS'                 1999        1998       1997
 EQUITY:
 Investment income - dividends
  on Mead common shares                 $  28,870   $  18,832  $  12,418
 Unrealized appreciation (depreciation)
  of Mead common shares                   221,852    (268,037)   203,080
 Contributions and deposits:
  The Mead Corporation and
   subsidiaries                           137,917     141,206     71,018
  Participating employees               1,700,099   1,787,293  1,015,368
                                        --------------------------------

  TOTAL INCREASES                       2,088,738   1,679,294  1,301,884

DECREASES IN PARTICIPANTS'
 EQUITY:
  Cash distributions to
   withdrawn, terminated or
   deceased employees                      28,998      32,342     29,797
  Cash distributions                       17,546      59,560
  Mead common share distributions:
   53,944 shares - 1999                 2,042,194
   59,040 shares - 1998                             1,628,919
   35,638 shares - 1997                                        1,264,035

                                        --------------------------------
TOTAL DECREASES                         2,088,738   1,720,821  1,293,832
                                        --------------------------------
NET INCREASE (DECREASE) IN
 PARTICIPANTS' EQUITY                       -         (41,527)     8,052

PARTICIPANTS' EQUITY -
 Beginning of plan year                     -          41,527     33,475

PARTICIPANTS' EQUITY -                  --------------------------------

 End of plan year                       $   -       $     -    $  41,527
                                        ================================


See notes to financial statements.

<PAGE>

THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1999, 1998 AND 1997
_________________________________________________________________

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 and citizens of the United States.

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.

<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:

                                                   Unrealized
                           Number     Shares      Appreciation    Shares at
                           of Shares  at Cost    (Depreciation)   Market Value
                           ---------  -------    --------------   ------------
Balance at August 31, 1996   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 August 31, 1997   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 August 31, 1998   55,438   1,770,614     (252,999)      $1,517,615
Shares purchased             57,250   1,937,927                    ============
Shares distributed          (59,040) (1,898,110)     222,457
Appreciation                                         221,852

                             -------------------------------

Balance at August 31, 1999   53,648 $ 1,810,431    $ 191,310       $2,001,741
                             ====== ===========    =========      ============

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 12,
1999, accompanying the financial statements of The Mead Corporation
Employees Stock Purchase Plan 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, 1998.


DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Dayton, Ohio
November 18, 1999

<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)

                                            TIMOTHY R. MCLEVISH
Date:  November 22, 1999                By:_____________________________________
                                           Vice President, Finance and Treasurer
                                           and Chief Accounting Officer


                                       THE MEAD CORPORATION
                                       EMPLOYEES STOCK PURCHASE PLAN


                                          JAMES D. BELL
Date:  November  22, 1999              By:______________________________________
                                          Director of Benefits