================================================================================



                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                FORM 8-K


                             CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934



   Date of Report (Date of earliest event reported):  December 2, 1994



                          THE MEAD CORPORATION
         (Exact name of registrant as specified in its charter)


    Ohio                        1-2267                       31-0535759
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer 
    of Incorporation)                                      Identification No.)


                         MEAD WORLD HEADQUARTERS
                       COURTHOUSE PLAZA NORTHEAST
                           DAYTON, OHIO 45463
                (Address of principal executive offices)


                              513-495-6323
           Registrant's telephone number, including area code







                             Not Applicable
      (Former name or former address, if changed since last report)




================================================================================
<PAGE>
Item 2.     Acquisition or Disposition of Assets

            On December 2, 1994, The Mead Corporation, an Ohio corporation
(the "Registrant"), consummated the disposition of its Mead Data Central
division and certain related assets and subsidiaries (the "Business") to
Reed Elsevier plc, an English corporation, and certain of its affiliates
(collectively, "Reed") pursuant to a Purchase Agreement dated as of
October 4, 1994 by and among the Registrant, Reed Elsevier plc and certain
affiliated entities, as amended by an Amendment dated as of December 2,
1994.

            The purchase price paid by Reed for the Business was
approximately $1.5 billion, subject to certain post-closing adjustments. 
The purchase price was established through arms' length negotiations
following the solicitation, receipt and consideration of proposals from
various interested parties.

Item 7.     Financial Statements, Pro Forma Financial Information and
            Exhibits

(a)   Not Applicable

(b)   Pro Forma Financial Information

      The following unaudited pro forma condensed statements of earnings
      for the three quarters ended October 2, 1994, and the year ended
      December 31, 1993, set forth the results of operations of the
      Registrant as reported and as adjusted as though the sale of the
      Business had been completed at the beginning of the periods
      presented.  The unaudited condensed statements of earnings reflect
      the elimination of interest expense on the debt that is anticipated
      to be retired and the related tax benefit as well as the historical
      operating results of the Business.  No effect of possible uses of
      the remaining proceeds is reflected.

      The following unaudited pro forma condensed balance sheet as of
      October 2, 1994, reflects the financial position of the Registrant
      as reported and as adjusted as though the sale of the Business had
      been completed at October 2, 1994.  The unaudited pro forma
      condensed balance sheet reflects the elimination of the assets and
      liabilities of the Business, the net proceeds of the sale, and the
      redemption and/or repurchase of certain short and long-term debt of
      the Registrant.

      These unaudited pro forma condensed financial statements have been
      prepared by the Registrant based upon assumptions deemed
      appropriate.  The accompanying pro forma condensed financial
      statements should be read in conjunction with the historical
      financial statements and notes thereto included in the Registrant's
      Quarterly Report on Form 10-Q for the three quarters ended October
      2, 1994 and Annual Report on Form 10-K for the year ended December
      31, 1993.

      These unaudited pro forma financial statements are presented for
      illustrative purposes only and are not necessarily indicative of the
      financial position or results of operations which would actually
      have been reported had the transactions been in effect during the
      period reported or which may be reported in the future.

<PAGE>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES                          
- ---------------------------------------------------                           
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET                                   
- --------------------------------------------                                  
AS OF OCTOBER 2, 1994                                                         
- -----------------------                                                     
(All dollar amounts in millions)                                              
<TABLE>
<CAPTION>
                                               Historical  Pro Forma    Pro Forma   
Assets                                         Statements  Adjustments   Results    
- ------                                         ----------  ----------  ----------  
<S>                                            <C>           <C>       <C> 
Current assets:                                                                    
  Cash and cash equivalents                    $    19.1     $ 481.2   $   500.3   
  Accounts receivable                              626.3                   626.3   
  Inventories                                      382.4                   382.4   
  Other current assets                              73.1                    73.1   
                                               ----------  ----------  ----------  
    Total current assets                         1,100.9       481.2     1,582.1   
                                                                                   
Investments and other assets:                                                      
  Investees                                         88.9                    88.9   
  Other assets                                     408.5                   408.5   
                                               ----------  ----------  ----------  
                                                   497.4                   497.4   
                                                                                   
Property, plant and equipment                    4,251.9                 4,251.9   
Less accumulated depreciation and                                                  
 amortization                                   (1,922.7)               (1,922.7)  
                                               ----------  ----------  ----------  
                                                 2,329.2                 2,329.2   
                                                                                   
Net assets of Electronic Publishing segment        362.6      (362.6)              
                                               ----------  ----------  ----------  
          Total assets                         $ 4,290.1     $ 118.6   $ 4,408.7   
                                               ==========  ==========  ==========  
                                                                                   
LIABILITIES AND SHAREOWNERS' EQUITY                                                
- ------------------------------------                                               
Current liabilities:                                                               
  Notes payable                                $    76.1     $ (76.1)  $          
  Accounts payable                                 311.1                   311.1   
  Accrued liabilities                              317.7                   317.7   
  Current maturities of long-term debt              11.8                    11.8   
                                               ----------  ----------  ----------  
    Total current liabilities                      716.7       (76.1)      640.6   
                                                                                   
Long-term debt                                   1,356.0      (514.5)      841.5   
                                                                                   
Commitments and contingent liabilities                                             
                                                                                   
Deferred items                                     537.8        91.0       628.8   
                                                                                   
Shareowners' equity:                                                               
  Common shares                                    177.4                   177.4   
  Additional paid-in capital                        36.9                    36.9   
  Foreign currency translation adjustment           (2.1)                   (2.1)  
  Net unrealized gain on securities                  4.9                     4.9   
  Retained earnings                              1,462.5       618.2     2,080.7   
                                               ----------  ----------  ----------  
                                                 1,679.6       618.2     2,297.8   
                                               ----------  ----------  ----------  
          Total liabilities and                                                    
           shareowners' equity                 $ 4,290.1     $ 118.6   $ 4,408.7   
                                               ==========  ==========  ==========  
</TABLE>                                                                 
See notes to unaudited pro forma condensed financial statements          

<PAGE>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES                         
- ---------------------------------------------------                    
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF EARNINGS                       
- -----------------------------------------------------                        
(All amounts in millions, except per share amounts)                           
                 
<TABLE>
<CAPTION>
                                                                             
                  
                                      Three Quarters Ended                        Year Ended               
                                        October 2, 1994                      December 31, 1993            
                              ----------------------------------    ----------------------------------   
                                           Historical                              Historical                          
                                           Statements                              Statements                          
                                           Excluding                               Excluding                           
                                          Discontinued  Pro Forma    Pro Forma    Discontinued  Pro Forma   Pro Forma   
                                           Operations   Adjustments   Results      Operations  Adjustments  Results    
                                          ------------  ----------  ------------  ------------ ----------  ----------  
<S>                                       <C>             <C>       <C>           <C>             <C>      <C>
Net sales                                 $   3,381.7     $         $   3,381.7   $   4,239.0     $        $ 4,239.0   
Cost of products sold                         2,813.3                   2,813.3       3,550.7                3,550.7   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Gross profit                                  568.4                     568.4         688.3                  688.3   
Selling, administrative and                                                                                            
  research expenses                             379.9                     379.9         467.7                  467.7   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
Earnings from operations                        188.5                     188.5         220.6                  220.6   
Other revenues                                     .4                        .4           9.0                    9.0   
Interest and debt expense                       (77.6)       27.4         (50.2)        (94.6)      28.9       (65.7)  
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Earnings from continuing operations                                                                                  
    before income taxes                         111.3        27.4         138.7         135.0       28.9       163.9   
Income taxes                                     44.5        11.0          55.5          57.7       11.6        69.3   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Earnings from continuing operations                                                                                  
    before equity in earnings of investees       66.8        16.4          83.2          77.3       17.3        94.6   
Equity in net earnings of investees              35.4                      35.4          18.4                   18.4   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Earnings from continuing operations     $     102.2     $  16.4   $     118.6   $      95.7     $ 17.3   $   113.0   
                                          ============  ==========  ============  ============ ==========  ==========               
                 
Earnings from continuing operations                                                                                    
  per common and common equivalent share        $1.70                     $1.98         $1.61                  $1.89   
                                                                                                                      
Average common and common equivalent                                                                                   
  shares outstanding                             62.5        (2.6)         59.9          59.6                   59.6                
</TABLE>
                  
See notes to unaudited pro forma condensed financial statements
                           
                                                                              
<PAGE>                  
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
- -----------------------------------------------------------
(All dollar amounts in millions)

A.    The sale of Mead Data Central (MDC) will result in cash proceeds
      of approximately $1,500 and a related after tax gain of
      approximately $631.  Adjustments have been recorded in the
      unaudited pro forma balance sheet to reflect the receipt of the
      proceeds, the recognition of the anticipated gain, payment of
      related income taxes and other expenses and the disposition of the
      net assets of MDC.  The gain is not expected to change
      significantly when the recording of the sale is finalized.

      MDC was presented as a discontinued operation in the Quarterly
      Report on Form 10-Q for the quarterly period ended October 2,
      1994. As such, the only adjustment made to the historical results
      presented in the pro forma historical statement of earnings is the
      omission of earnings from discontinued operations.  For the
      historical statement of earnings for the year ended December 31,
      1993, the results of MDC's operations have been removed.  The
      corresponding adjustments required are the following:

                                                              Historical  
                                                              Statements as
                                                Discontinued  Adjusted for
                                    Historical   Operations  Discontinued
                                   Statements  Adjustments    Operations   
                                    ----------  ------------ -----------  
      Net sales                     $ 4,790.3       $(551.3)  $  4,239.0  
      Cost of products sold           3,834.5        (283.8)     3,550.7  
                                    ----------  ------------ -----------  
        Gross profit                    955.8        (267.5)       688.3  
      Selling, administrative and                                         
        research expenses               685.1        (217.4)       467.7 
 
                                    ----------  ------------ -----------  
        Earnings from operations        270.7         (50.1)       220.6  
      Other revenues                      9.3           (.3)         9.0  
      Interest and debt expense         (96.2)          1.6       (94.6)  
                                    ----------  ------------ -----------  
        Earnings before income taxes    183.8         (48.8)       135.0     
 
      Income taxes                       78.1         (20.4)        57.7 
 
                                    ----------  ------------ -----------  
        Earnings before equity in                                         
         net earnings of investees      105.7         (28.4)        77.3 
                                                                         
 
      Equity in net earnings                                              
       of investees                      18.4                       18.4 
 
                                    ----------  ------------ -----------  
        Earnings from continuing
         operations                 $   124.1       $ (28.4)  $     95.7 
 
                                    ==========  ============ ===========  
<PAGE>
B.    The Registrant has called its 6-3/4% convertible subordinated
      debentures and 9% debentures.  In addition, the company intends to
      pay off all of its short term borrowings including those classified
      as long term.  Adjustments made to the pro forma balance sheet
      reflect elimination of the debt and the recording of an
      extraordinary loss on extinguishment of the debt, net of tax. 
      Adjustments made to the pro forma statements of earnings reflect
      elimination of interest expense on the debt and the related tax
      benefit.

C.    Due to the retirement of the debt in Note B, common stock
      equivalents were excluded from the calculation of earnings per share
      for the three quarters ended October 2, 1994, and year ended
      December 31, 1993.  For the three quarters ended October 2, 1994,
      the retirement had the effect of decreasing average common and
      common equivalent shares outstanding by approximately 2.6 million shares.
      The retirement had no effect on the year ended December 31, 1993,
      calculation as the common stock equivalents were anti-dilutive.

(c)   Exhibits

1.    Purchase Agreement dated as of October 4, 1994 by and among the
      Registrant, Reed Elsevier plc and certain affiliated entities is
      incorporated by reference to exhibit (10)(1) to the Quarterly Report
      on Form 10-Q filed by the Registrant with the Securities and Exchange
      Commission on November 10, 1994.

2.    Amendment dated as of December 2, 1994 by and among the Registrant,
      Reed Elsevier plc and certain affiliated entities.

<PAGE>
                                 SIGNATURE


            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                                THE MEAD CORPORATION



                                                
                                                By: WILLIAM R. GRABER 
                                                    ----------------------
                                                    William R. Graber
                                                    Vice-President and Chief
                                                    Financial Officer


Date:       December 14, 1994

<PAGE>
                               EXHIBIT INDEX


Exhibit           Description                                           Page
- -------           -----------                                           ----
1.                Purchase Agreement dated as of October 4, 1994
                  by and among The Mead Corporation, Reed
                  Elsevier plc and certain affiliated entities is
                  incorporated by reference to exhibit (10)(1) to
                  the Quarterly Report on Form 10-Q filed by The
                  Mead Corporation with the Securities and Exchange
                  Commission on November 10, 1994.

2.                Amendment dated as of December 2, 1994 by and
                  among The Mead Corporation, Reed Elsevier plc and
                  certain affiliated entities.
<PAGE>
                                                                Exhibit 2


                                AMENDMENT
                                ---------

      AMENDMENT, dated as of December 2, 1994, by and among Seller, Parent
and Buyers.

      WHEREAS, pursuant to the terms and conditions of the Purchase
Agreement (the "Purchase Agreement") dated as of October 4, 1994, by and
among Seller, Parent and Buyers, Seller has agreed to sell to Buyers, and
Buyers have agreed to purchase from Seller, the Business as a going
concern, as more fully described in the Purchase Agreement; and

      WHEREAS, Seller, Parent and Buyers desire to amend the Purchase
Agreement as set forth herein.

      NOW, THEREFORE, in consideration of the foregoing and the respective
covenants, agreements and conditions hereinafter set forth, and intending
to be legally bound hereby, the parties hereto agree as follows:

            1.    Capitalized terms which are used but not defined in this
Amendment shall have the meanings ascribed to such terms in the Purchase
Agreement.

            2.    The phrase "Closing Date", as it appears on the sixth
and seventh lines of Section 1.3 of the Purchase Agreement, is hereby
deleted and replaced with "December 2, 1994".

            3.    A new Section 1.7 is hereby added to Article I of the
Purchase Agreement, which Section 1.7 reads as follows:

            "Section 1.7 Closing Date.  The parties agree that for
                         ------------
           purposes of (i) Section 1.6 hereof and (ii) the definition of 
           "Statement" found in Article X hereof and Section 1.6 of the
           Disclosure Schedule only, the Closing Date shall be deemed to be the
           close of business on November 30, 1994.  For all other purposes of
           this Purchase Agreement, including, without limitation, Article IX 
           hereof, the Closing shall be deemed to have taken place on, and the
           Closing Date is, December 2, 1994.  The parties further agree that
           notwithstanding any provision of this Purchase Agreement or the
           Related Agreements, Buyers shall be entitled to all cash received
           with respect to the operation of the Business after the close of
           business on November 30, 1994 and that Buyers shall be responsible
           for, and shall indemnify Seller with respect to, all expenses or
           other costs incurred in the ordinary course of the Business
          (including, without limitation, all Taxes incurred in the ordinary
          course of the Business, but excluding Taxes attributable to the
          transactions contemplated by this Agreement, the treatment of which
          will continue to be governed by the other provisions of this
          Agreement) incurred with respect to the operations of the Business
          after such date."
<PAGE>
            4.    Section 2.3 of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following:

            "Section 2.3 No Ongoing or Transition Services.  Except (i)
                            ----------------------------------
       for certain services (collectively, the "Services") to be provided
      pursuant to a transition services agreement in substantially the
      form attached hereto (the "Transition Services Agreement"), (ii) for
      certain services related to employee benefits to be provided
      pursuant to an Employee Benefits Transition Services Agreement in
      substantially the form attached hereto, (iii) as identified in
      Section 2.3 of the Disclosure Schedule and (iv) as otherwise agreed
      to by Seller and Buyers, at the Closing, all data processing
      services, real estate and construction services activities, cash
      management and property and casualty insurance activities,
      purchasing and logistics services, corporate-wide productivity
      improvement programs regarding benefits administration and certain
      financial matters and other products or services provided (x) to
      MDC, any of the Other Divisions or any of the Companies by Seller or
      any affiliates of Seller (other than MDC, any of the Other Divisions
      or any of the Companies by Seller or any affiliates of Seller (other
      than MDC, any of the Other Divisions or any of the Companies) or (y)
      to Seller or any affiliates of Seller (other than MDC, any of the
      Other Divisions or any of the Companies) by MDC, any of the Other
      Divisions or any of the Companies including any agreements or
      understandings (written or oral) with respect thereto, will
      terminate."

            5.    The last sentence of Section 5.4(b) of the Purchase
Agreement is hereby deleted in its entirety and replaced with the
following:

            "Notwithstanding the foregoing, Buyer and Seller acknowledge
      that, in full satisfaction of Seller's obligations under this
      Section 5.4(b), Buyer shall be entitled to $24,000,000, $21,000,000
      of which shall be payable at the Closing and offset against the
      Purchase Price and $3,000,000 of which shall be used to offset the
      costs incurred by Buyer pursuant to the Transition Services
      Agreement."

            6.    Section 6.10 of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following:

            "Section 6.10 Prepaid Subscriptions.  Seller and Buyers agree
                          ---------------------
      that an amount of accounts receivable (net of reserves) equal to the
      Prepaid Subscriptions of Seller on the Closing Date shall be treated
      as transferred by Seller in consideration of the assumption by
      Buyers of the obligation to fulfill the Prepaid Subscriptions.  For
      the purposes of the preparation and filing of all Tax Returns, the
      actual cost to fulfill the Prepaid Subscriptions of the Seller on
      the Closing Date shall be an amount equal to the sum of (i) 100% of
      the prepaid subscription amount relating to law school customers and
      (ii) 22% of the prepaid subscription amount relating to non-law
      school customers."

            7.    The definition of "Buyers" in Article X of the Purchase
Agreement is hereby deleted in its entirety and replaced with the
following:

<PAGE>

            "Buyers" means REI, Reed Elsevier Properties Inc., a Delaware
      corporation, Reed Elsevier (UK) Limited, an English limited company,
      Butterworths Canada Ltd., an Ontario corporation, Lexis Document
      Services Inc., a Delaware corporation, Reed Exhibition Companies
      Inc., an Ontario corporation, and Werk-Verlag Dr. Edmund
      Banachewski, a German limited company, collectively, or, as the
      context indicates, company, collectively, or, as the context
      indicates, one or more of Buyers as purchaser of the relevant Assets
      or as successors to the relevant portion of the Business.  All of
      the Buyers are indirectly wholly-owned subsidiaries of Parent."

            8.    Section 1.1(a) of the Disclosure Schedule is hereby
deleted in its entirety and replaced with the following:
<PAGE>

                    ASSETS TO BE ACQUIRED BY EACH BUYER
                             Section 1.1 (a)
                             ---------------

Buyer                       Asset Description1          Comments              
- ----------------------      ---------------------       -------------------
REI<F2>                      1.1(a)(1)                  Other than the owned
                                                        property located at
                                                        5072 North 300 West,
                                                        Provo, Utah

REI                          1.1(a)(ii)                 See footnote 3

REUKL<F4>                    1.1(a)(ii)                 See footnote 5

BCL<F6>                      1.1(a)(ii)                 See footnote 7

LDS<F8>                      1.1(a)(ii)                 See footnote 9

      ------------------------
[FN]
      1 References are to provisions of the Purchase Agreement dated as of
      October 4, 1994 and as amended hereby (the "Agreement")

      2 REI = Reed Elsevier Inc. (Massachusetts corporation).  REI is also
      acquiring, pursuant to Section 1.1(b) of the Agreement, the entire
      issued shared capital of each of Reman and Derman from Mead Realty.

      3 To extent the assets are not used in the UK or Canadian branches
      of MDC International, or the Lexis Document Services division of
      Mead.

      4 REUKL = Reed Elsevier (U.K.) Limited (English company).

      5 To extent such assets are used in UK branch of MDC International
      (UK branch assets to be acquired by REUKL).

      6 BCL = Butterworths Canada Ltd. (Canadian company).

      7 To extent such assets are used in Canadian branch of MDC
      International (Canadian branch assets to be acquired by BCL).

      8 LDS = Lexis Document Services Inc. (Delaware corporation).
<PAGE>

Buyer                     Asset Description         Comments              
- ----------------------    ----------------------    ----------------------
REI                       1.1(a)(iii)

REI                       1.1(a)(iv)

REI                       1.1(a)(v)                  See footnote 3

REUKL                     1.1(a)(v)                  See footnote 5

BCL                       1.1(a)(v)                  See footnote 7

LDS                       1.1(a)(v)                  See footnote 9
REI                       1.1(a)(vi)

REI                       1.1(a)(viii)               Folio and LCC shares

REPI<F10>                 1.1(a)(viii)               Shares of Lexis, Inc.;
                                                     Nexis, Inc.; The
                                                     Michie Company;
                                                     Jurisoft Licensing
                                                     Corp.

WVDEB<F11>                1.1(a)(vii)                Shares of Mead Data
                                                     Central International
                                                     GmbH

REC<F12>                  1.1(a)(ix)

REI                       1.1(a)(x)                  See footnote 3

REUKL                     1.1(a)(x)                  See footnote 5

BCL                       1.1(a)(x)                  See footnote 7

REI                       1.1(a)(xi)                 See footnote 3
      ------------------------
[FN]
      9 To extent such assets are used in Lexis Document Services division
      of Mead.

      10 REPI = Reed Elsevier Properties Inc. (Delaware corporation).

      11 WVDEB = Werk-Verlag Dr. Edmund Banachewski GmbH (German company).

      12 REC = Reed Exhibition Companies Inc. (Canadian company)
<PAGE>

Buyer                     Asset Description          Comments              
- ----------------------    ----------------------     ----------------------

REUKL                     1.1(a)(xi)                  See footnote 5

BCL                       1.1(a)(xi)                  See footnote 7

LDS                       1.1(a)(xi)                  See footnote 9

REPI                      1.1(a)(xii)                 All trademarks,
                                                      registered Michie
                                                      copyrights (and
                                                      pending applications
                                                      for registration of
                                                      Michie copyrights)

REI                       1.1(a)(xii)                 All patents,
                                                      applications for
                                                      patents, MDC-
                                                      registered copyrights
                                                      (and pending
                                                      applications for
                                                      registration of MDC
                                                      copyrights), and all
                                                      other intellectual
                                                      property and
                                                      proprietary rights not
                                                      otherwise transferred
                                                      to REPI

REI                       1.1(a)(xiii)                See footnote 3
REUKL                     1.1(a)(xiii)                See footnote 5

BCL                       1.1(a)(xiii)                See footnote 7

LDS                       1.1(a)(xiii)                See footnote 9

REI                       1.1(a)(xiv)                 See footnote 3

REUKL                     1.1(a)(xiv)                 See footnote 5

BCL                       1.1(a)(xiv)                 See footnote 7

LDS                       1.1(a)(xiv)                 See footnote 9

REI                       1.1(a)(xv)

REI                       1.1(a)(xvi)                 See footnote 3

<PAGE>

Buyer                     Asset Description            Comments              
- ----------------------    ----------------------       ----------------------

REUKL                     1.1(a)(xvi)                  See footnote 5

BCL                       1.1(a)(xvi)                  See footnote 7

LDS                       1.1(a)(xvi)                  See footnote 9

REI                       1.1(a)(xvii)                 See footnote 3

REUKL                     1.1(a)(xvii)                 See footnote 5

BCL                       1.1(a)(xvii)                 See footnote 7

LDS                       1.1(a)(xvii)                 See footnote 9

All Buyers                1.1(a)(xviii)                Allocated per underly-
                                                       ing Assets

All Buyers                1.1(a)(xix)                  Allocated per underly-
                                                       ing Assets

REI                       1.1(a)(xx)

<PAGE>
               9.    Except as otherwise expressly set forth herein, the
Purchase Agreement shall remain unaffected and in full force and effect in
accordance with the terms and conditions thereof.  All references to the
term "Agreement" shall be deemed to refer to the Purchase Agreement as
originally executed and as amended hereby.

            10.   This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

            11.   This Amendment shall be governed by and construed in
accordance with the laws of the State of New York (regardless of laws that
might otherwise govern under applicable principles of conflicts of laws
thereof) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.

<PAGE>

       IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the
date first above written.
                                    THE MEAD CORPORATION

                                    By:  THOMAS E. PALMER                    
                                         ---------------------------------------
                                         Thomas E. Palmer
                                         Vice President

                                    REED ELSEVIER PLC

                                    By:  HERMAN J. BRUGGINK              
                                         ---------------------------------------
                                          Herman J. Bruggink
                                          Director

                                    REED ELSEVIER INC.

                                    By:   HERMAN J. BRUGGINK             
                                          --------------------------------------
                                          Herman J. Bruggink
                                          Vice Chairman

                                    REED ELSEVIER PROPERTIES INC.

                                    By:   MARK L. SEELEY                 
                                          --------------------------------------
                                          Mark L. Seeley
                                          President

                                    REED ELSEVIER (U.K.) LIMITED

                                    By:   HERMAN J. BRUGGINK             
                                          --------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    BUTTERWORTHS CANADA LTD.

                                    By:    HERMAN J. BRUGGINK            
                                          -------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    WERK-VERLAG DR EDMUND BANACHEWSKI GmbH

                                    By:    HERMAN J. BRUGGINK                 
                                          --------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    REED EXHIBITION COMPANIES INC.

                                    By:   HERMAN J. BRUGGINK                  
                                        ---------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    LEXIS DOCUMENT SERVICES INC.

                                    By:    HERMAN J. BRUGGINK                
                                        --------------------------------------
                                          Herman J. Bruggink
                                          President
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================================================================================

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                FORM 8-K

                             CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):  December 2, 1994

                          THE MEAD CORPORATION
         (Exact name of registrant as specified in its charter)

    Ohio                        1-2267                       31-0535759
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer 
    of Incorporation)                                      Identification No.)

                         MEAD WORLD HEADQUARTERS
                       COURTHOUSE PLAZA NORTHEAST
                           DAYTON, OHIO 45463
                (Address of principal executive offices)

                              513-495-6323
           Registrant's telephone number, including area code

                             Not Applicable
      (Former name or former address, if changed since last report)

================================================================================
Item 2.     Acquisition or Disposition of Assets

            On December 2, 1994, The Mead Corporation, an Ohio corporation
(the "Registrant"), consummated the disposition of its Mead Data Central
division and certain related assets and subsidiaries (the "Business") to
Reed Elsevier plc, an English corporation, and certain of its affiliates
(collectively, "Reed") pursuant to a Purchase Agreement dated as of
October 4, 1994 by and among the Registrant, Reed Elsevier plc and certain
affiliated entities, as amended by an Amendment dated as of December 2,
1994.

            The purchase price paid by Reed for the Business was
approximately $1.5 billion, subject to certain post-closing adjustments. 
The purchase price was established through arms' length negotiations
following the solicitation, receipt and consideration of proposals from
various interested parties.

Item 7.     Financial Statements, Pro Forma Financial Information and
            Exhibits

(a)   Not Applicable

(b)   Pro Forma Financial Information

      The following unaudited pro forma condensed statements of earnings
      for the three quarters ended October 2, 1994, and the year ended
      December 31, 1993, set forth the results of operations of the
      Registrant as reported and as adjusted as though the sale of the
      Business had been completed at the beginning of the periods
      presented.  The unaudited condensed statements of earnings reflect
      the elimination of interest expense on the debt that is anticipated
      to be retired and the related tax benefit as well as the historical
      operating results of the Business.  No effect of possible uses of
      the remaining proceeds is reflected.

      The following unaudited pro forma condensed balance sheet as of
      October 2, 1994, reflects the financial position of the Registrant
      as reported and as adjusted as though the sale of the Business had
      been completed at October 2, 1994.  The unaudited pro forma
      condensed balance sheet reflects the elimination of the assets and
      liabilities of the Business, the net proceeds of the sale, and the
      redemption and/or repurchase of certain short and long-term debt of
      the Registrant.

      These unaudited pro forma condensed financial statements have been
      prepared by the Registrant based upon assumptions deemed
      appropriate.  The accompanying pro forma condensed financial
      statements should be read in conjunction with the historical
      financial statements and notes thereto included in the Registrant's
      Quarterly Report on Form 10-Q for the three quarters ended October
      2, 1994 and Annual Report on Form 10-K for the year ended December
      31, 1993.

      These unaudited pro forma financial statements are presented for
      illustrative purposes only and are not necessarily indicative of the
      financial position or results of operations which would actually
      have been reported had the transactions been in effect during the
      period reported or which may be reported in the future.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES                          
- ---------------------------------------------------                           
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET                                   
- --------------------------------------------                                  
AS OF OCTOBER 2, 1994                                                         
- -----------------------                                                     
(All dollar amounts in millions)
Historical  Pro Forma    Pro Forma   
Assets                                         Statements  Adjustments   Results    
- ------                                         ----------  ----------  ----------
Current assets:                                                                    
  Cash and cash equivalents                    $    19.1     $ 481.2   $   500.3   
  Accounts receivable                              626.3                   626.3   
  Inventories                                      382.4                   382.4   
  Other current assets                              73.1                    73.1   
                                               ----------  ----------  ----------  
    Total current assets                         1,100.9       481.2     1,582.1   
                                                                                   
Investments and other assets:                                                      
  Investees                                         88.9                    88.9   
  Other assets                                     408.5                   408.5   
                                               ----------  ----------  ----------  
                                                   497.4                   497.4   
                                                                                   
Property, plant and equipment                    4,251.9                 4,251.9   
Less accumulated depreciation and                                                  
 amortization                                   (1,922.7)               (1,922.7)  
                                               ----------  ----------  ----------  
                                                 2,329.2                 2,329.2   
                                                                                   
Net assets of Electronic Publishing segment        362.6      (362.6)              
                                               ----------  ----------  ----------  
          Total assets                         $ 4,290.1     $ 118.6   $ 4,408.7   
                                               ==========  ==========  ==========  
                                                                                   
LIABILITIES AND SHAREOWNERS' EQUITY                                                
- ------------------------------------                                               
Current liabilities:                                                               
  Notes payable                                $    76.1     $ (76.1)  $          
  Accounts payable                                 311.1                   311.1   
  Accrued liabilities                              317.7                   317.7   
  Current maturities of long-term debt              11.8                    11.8   
                                               ----------  ----------  ----------  
    Total current liabilities                      716.7       (76.1)      640.6   
                                                                                   
Long-term debt                                   1,356.0      (514.5)      841.5   
                                                                                   
Commitments and contingent liabilities                                             
                                                                                   
Deferred items                                     537.8        91.0       628.8   
                                                                                   
Shareowners' equity:                                                               
  Common shares                                    177.4                   177.4   
  Additional paid-in capital                        36.9                    36.9   
  Foreign currency translation adjustment           (2.1)                   (2.1)  
  Net unrealized gain on securities                  4.9                     4.9   
  Retained earnings                              1,462.5       618.2     2,080.7   
                                               ----------  ----------  ----------  
                                                 1,679.6       618.2     2,297.8   
                                               ----------  ----------  ----------  
          Total liabilities and                                                    
           shareowners' equity                 $ 4,290.1     $ 118.6   $ 4,408.7   
                                               ==========  ==========  ==========
See notes to unaudited pro forma condensed financial statements
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES                         
- ---------------------------------------------------                    
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF EARNINGS                       
- -----------------------------------------------------                        
(All amounts in millions, except per share amounts)
Three Quarters Ended                        Year Ended               
                                        October 2, 1994                      December 31, 1993            
                              ----------------------------------    ----------------------------------   
                                           Historical                              Historical                          
                                           Statements                              Statements                          
                                           Excluding                               Excluding                           
                                          Discontinued  Pro Forma    Pro Forma    Discontinued  Pro Forma   Pro Forma   
                                           Operations   Adjustments   Results      Operations  Adjustments  Results    
                                          ------------  ----------  ------------  ------------ ----------  ----------
Net sales                                 $   3,381.7     $         $   3,381.7   $   4,239.0     $        $ 4,239.0   
Cost of products sold                         2,813.3                   2,813.3       3,550.7                3,550.7   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Gross profit                                  568.4                     568.4         688.3                  688.3   
Selling, administrative and                                                                                            
  research expenses                             379.9                     379.9         467.7                  467.7   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
Earnings from operations                        188.5                     188.5         220.6                  220.6   
Other revenues                                     .4                        .4           9.0                    9.0   
Interest and debt expense                       (77.6)       27.4         (50.2)        (94.6)      28.9       (65.7)  
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Earnings from continuing operations                                                                                  
    before income taxes                         111.3        27.4         138.7         135.0       28.9       163.9   
Income taxes                                     44.5        11.0          55.5          57.7       11.6        69.3   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Earnings from continuing operations                                                                                  
    before equity in earnings of investees       66.8        16.4          83.2          77.3       17.3        94.6   
Equity in net earnings of investees              35.4                      35.4          18.4                   18.4   
                                          ------------  ----------  ------------  ------------ ----------  ----------  
  Earnings from continuing operations     $     102.2     $  16.4   $     118.6   $      95.7     $ 17.3   $   113.0   
                                          ============  ==========  ============  ============ ==========  ==========               
                 
Earnings from continuing operations                                                                                    
  per common and common equivalent share        $1.70                     $1.98         $1.61                  $1.89   
                                                                                                                      
Average common and common equivalent                                                                                   
  shares outstanding                             62.5        (2.6)         59.9          59.6                   59.6
See notes to unaudited pro forma condensed financial statements
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
- -----------------------------------------------------------
(All dollar amounts in millions)

A.    The sale of Mead Data Central (MDC) will result in cash proceeds
      of approximately $1,500 and a related after tax gain of
      approximately $631.  Adjustments have been recorded in the
      unaudited pro forma balance sheet to reflect the receipt of the
      proceeds, the recognition of the anticipated gain, payment of
      related income taxes and other expenses and the disposition of the
      net assets of MDC.  The gain is not expected to change
      significantly when the recording of the sale is finalized.

      MDC was presented as a discontinued operation in the Quarterly
      Report on Form 10-Q for the quarterly period ended October 2,
      1994. As such, the only adjustment made to the historical results
      presented in the pro forma historical statement of earnings is the
      omission of earnings from discontinued operations.  For the
      historical statement of earnings for the year ended December 31,
      1993, the results of MDC's operations have been removed.  The
      corresponding adjustments required are the following:

                                                              Historical  
                                                              Statements as
                                                Discontinued  Adjusted for
                                    Historical   Operations  Discontinued
                                   Statements  Adjustments    Operations   
                                    ----------  ------------ -----------  
      Net sales                     $ 4,790.3       $(551.3)  $  4,239.0  
      Cost of products sold           3,834.5        (283.8)     3,550.7  
                                    ----------  ------------ -----------  
        Gross profit                    955.8        (267.5)       688.3  
      Selling, administrative and                                         
        research expenses               685.1        (217.4)       467.7 
 
                                    ----------  ------------ -----------  
        Earnings from operations        270.7         (50.1)       220.6  
      Other revenues                      9.3           (.3)         9.0  
      Interest and debt expense         (96.2)          1.6       (94.6)  
                                    ----------  ------------ -----------  
        Earnings before income taxes    183.8         (48.8)       135.0     
 
      Income taxes                       78.1         (20.4)        57.7 
 
                                    ----------  ------------ -----------  
        Earnings before equity in                                         
         net earnings of investees      105.7         (28.4)        77.3 
                                                                         
 
      Equity in net earnings                                              
       of investees                      18.4                       18.4 
 
                                    ----------  ------------ -----------  
        Earnings from continuing
         operations                 $   124.1       $ (28.4)  $     95.7 
 
                                    ==========  ============ ===========
B.    The Registrant has called its 6-3/4% convertible subordinated
      debentures and 9% debentures.  In addition, the company intends to
      pay off all of its short term borrowings including those classified
      as long term.  Adjustments made to the pro forma balance sheet
      reflect elimination of the debt and the recording of an
      extraordinary loss on extinguishment of the debt, net of tax. 
      Adjustments made to the pro forma statements of earnings reflect
      elimination of interest expense on the debt and the related tax
      benefit.

C.    Due to the retirement of the debt in Note B, common stock
      equivalents were excluded from the calculation of earnings per share
      for the three quarters ended October 2, 1994, and year ended
      December 31, 1993.  For the three quarters ended October 2, 1994,
      the retirement had the effect of decreasing average common and
      common equivalent shares outstanding by approximately 2.6 million shares.
      The retirement had no effect on the year ended December 31, 1993,
      calculation as the common stock equivalents were anti-dilutive.

(c)   Exhibits

1.    Purchase Agreement dated as of October 4, 1994 by and among the
      Registrant, Reed Elsevier plc and certain affiliated entities is
      incorporated by reference to exhibit (10)(1) to the Quarterly Report
      on Form 10-Q filed by the Registrant with the Securities and Exchange
      Commission on November 10, 1994.

2.    Amendment dated as of December 2, 1994 by and among the Registrant,
      Reed Elsevier plc and certain affiliated entities.
SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                                THE MEAD CORPORATION

                                                
                                                By: WILLIAM R. GRABER 
                                                    ----------------------
                                                    William R. Graber
                                                    Vice-President and Chief
                                                    Financial Officer

Date:       December 14, 1994
EXHIBIT INDEX

Exhibit           Description                                           Page
- -------           -----------                                           ----
1.                Purchase Agreement dated as of October 4, 1994
                  by and among The Mead Corporation, Reed
                  Elsevier plc and certain affiliated entities is
                  incorporated by reference to exhibit (10)(1) to
                  the Quarterly Report on Form 10-Q filed by The
                  Mead Corporation with the Securities and Exchange
                  Commission on November 10, 1994.

2.                Amendment dated as of December 2, 1994 by and
                  among The Mead Corporation, Reed Elsevier plc and
                  certain affiliated entities.
Exhibit 2

                                AMENDMENT
                                ---------

      AMENDMENT, dated as of December 2, 1994, by and among Seller, Parent
and Buyers.

      WHEREAS, pursuant to the terms and conditions of the Purchase
Agreement (the "Purchase Agreement") dated as of October 4, 1994, by and
among Seller, Parent and Buyers, Seller has agreed to sell to Buyers, and
Buyers have agreed to purchase from Seller, the Business as a going
concern, as more fully described in the Purchase Agreement; and

      WHEREAS, Seller, Parent and Buyers desire to amend the Purchase
Agreement as set forth herein.

      NOW, THEREFORE, in consideration of the foregoing and the respective
covenants, agreements and conditions hereinafter set forth, and intending
to be legally bound hereby, the parties hereto agree as follows:

            1.    Capitalized terms which are used but not defined in this
Amendment shall have the meanings ascribed to such terms in the Purchase
Agreement.

            2.    The phrase "Closing Date", as it appears on the sixth
and seventh lines of Section 1.3 of the Purchase Agreement, is hereby
deleted and replaced with "December 2, 1994".

            3.    A new Section 1.7 is hereby added to Article I of the
Purchase Agreement, which Section 1.7 reads as follows:

            "Section 1.7 Closing Date.  The parties agree that for
                         ------------
           purposes of (i) Section 1.6 hereof and (ii) the definition of 
           "Statement" found in Article X hereof and Section 1.6 of the
           Disclosure Schedule only, the Closing Date shall be deemed to be the
           close of business on November 30, 1994.  For all other purposes of
           this Purchase Agreement, including, without limitation, Article IX 
           hereof, the Closing shall be deemed to have taken place on, and the
           Closing Date is, December 2, 1994.  The parties further agree that
           notwithstanding any provision of this Purchase Agreement or the
           Related Agreements, Buyers shall be entitled to all cash received
           with respect to the operation of the Business after the close of
           business on November 30, 1994 and that Buyers shall be responsible
           for, and shall indemnify Seller with respect to, all expenses or
           other costs incurred in the ordinary course of the Business
          (including, without limitation, all Taxes incurred in the ordinary
          course of the Business, but excluding Taxes attributable to the
          transactions contemplated by this Agreement, the treatment of which
          will continue to be governed by the other provisions of this
          Agreement) incurred with respect to the operations of the Business
          after such date."
4.    Section 2.3 of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following:

            "Section 2.3 No Ongoing or Transition Services.  Except (i)
                            ----------------------------------
       for certain services (collectively, the "Services") to be provided
      pursuant to a transition services agreement in substantially the
      form attached hereto (the "Transition Services Agreement"), (ii) for
      certain services related to employee benefits to be provided
      pursuant to an Employee Benefits Transition Services Agreement in
      substantially the form attached hereto, (iii) as identified in
      Section 2.3 of the Disclosure Schedule and (iv) as otherwise agreed
      to by Seller and Buyers, at the Closing, all data processing
      services, real estate and construction services activities, cash
      management and property and casualty insurance activities,
      purchasing and logistics services, corporate-wide productivity
      improvement programs regarding benefits administration and certain
      financial matters and other products or services provided (x) to
      MDC, any of the Other Divisions or any of the Companies by Seller or
      any affiliates of Seller (other than MDC, any of the Other Divisions
      or any of the Companies by Seller or any affiliates of Seller (other
      than MDC, any of the Other Divisions or any of the Companies) or (y)
      to Seller or any affiliates of Seller (other than MDC, any of the
      Other Divisions or any of the Companies) by MDC, any of the Other
      Divisions or any of the Companies including any agreements or
      understandings (written or oral) with respect thereto, will
      terminate."

            5.    The last sentence of Section 5.4(b) of the Purchase
Agreement is hereby deleted in its entirety and replaced with the
following:

            "Notwithstanding the foregoing, Buyer and Seller acknowledge
      that, in full satisfaction of Seller's obligations under this
      Section 5.4(b), Buyer shall be entitled to $24,000,000, $21,000,000
      of which shall be payable at the Closing and offset against the
      Purchase Price and $3,000,000 of which shall be used to offset the
      costs incurred by Buyer pursuant to the Transition Services
      Agreement."

            6.    Section 6.10 of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following:

            "Section 6.10 Prepaid Subscriptions.  Seller and Buyers agree
                          ---------------------
      that an amount of accounts receivable (net of reserves) equal to the
      Prepaid Subscriptions of Seller on the Closing Date shall be treated
      as transferred by Seller in consideration of the assumption by
      Buyers of the obligation to fulfill the Prepaid Subscriptions.  For
      the purposes of the preparation and filing of all Tax Returns, the
      actual cost to fulfill the Prepaid Subscriptions of the Seller on
      the Closing Date shall be an amount equal to the sum of (i) 100% of
      the prepaid subscription amount relating to law school customers and
      (ii) 22% of the prepaid subscription amount relating to non-law
      school customers."

            7.    The definition of "Buyers" in Article X of the Purchase
Agreement is hereby deleted in its entirety and replaced with the
following:
"Buyers" means REI, Reed Elsevier Properties Inc., a Delaware
      corporation, Reed Elsevier (UK) Limited, an English limited company,
      Butterworths Canada Ltd., an Ontario corporation, Lexis Document
      Services Inc., a Delaware corporation, Reed Exhibition Companies
      Inc., an Ontario corporation, and Werk-Verlag Dr. Edmund
      Banachewski, a German limited company, collectively, or, as the
      context indicates, company, collectively, or, as the context
      indicates, one or more of Buyers as purchaser of the relevant Assets
      or as successors to the relevant portion of the Business.  All of
      the Buyers are indirectly wholly-owned subsidiaries of Parent."

            8.    Section 1.1(a) of the Disclosure Schedule is hereby
deleted in its entirety and replaced with the following:
ASSETS TO BE ACQUIRED BY EACH BUYER
                             Section 1.1 (a)
                             ---------------

Buyer                       Asset Description1          Comments              
- ----------------------      ---------------------       -------------------
REI
1.1(a)(1)                  Other than the owned
                                                        property located at
                                                        5072 North 300 West,
                                                        Provo, Utah

REI                          1.1(a)(ii)                 See footnote 3

REUKL
1.1(a)(ii)                 See footnote 5

BCL
1.1(a)(ii)                 See footnote 7

LDS
1.1(a)(ii)                 See footnote 9

      ------------------------
[FN]
      1 References are to provisions of the Purchase Agreement dated as of
      October 4, 1994 and as amended hereby (the "Agreement")

      2 REI = Reed Elsevier Inc. (Massachusetts corporation).  REI is also
      acquiring, pursuant to Section 1.1(b) of the Agreement, the entire
      issued shared capital of each of Reman and Derman from Mead Realty.

      3 To extent the assets are not used in the UK or Canadian branches
      of MDC International, or the Lexis Document Services division of
      Mead.

      4 REUKL = Reed Elsevier (U.K.) Limited (English company).

      5 To extent such assets are used in UK branch of MDC International
      (UK branch assets to be acquired by REUKL).

      6 BCL = Butterworths Canada Ltd. (Canadian company).

      7 To extent such assets are used in Canadian branch of MDC
      International (Canadian branch assets to be acquired by BCL).

      8 LDS = Lexis Document Services Inc. (Delaware corporation).
Buyer                     Asset Description         Comments              
- ----------------------    ----------------------    ----------------------
REI                       1.1(a)(iii)

REI                       1.1(a)(iv)

REI                       1.1(a)(v)                  See footnote 3

REUKL                     1.1(a)(v)                  See footnote 5

BCL                       1.1(a)(v)                  See footnote 7

LDS                       1.1(a)(v)                  See footnote 9
REI                       1.1(a)(vi)

REI                       1.1(a)(viii)               Folio and LCC shares

REPI
1.1(a)(viii)               Shares of Lexis, Inc.;
                                                     Nexis, Inc.; The
                                                     Michie Company;
                                                     Jurisoft Licensing
                                                     Corp.

WVDEB
1.1(a)(vii)                Shares of Mead Data
                                                     Central International
                                                     GmbH

REC
1.1(a)(ix)

REI                       1.1(a)(x)                  See footnote 3

REUKL                     1.1(a)(x)                  See footnote 5

BCL                       1.1(a)(x)                  See footnote 7

REI                       1.1(a)(xi)                 See footnote 3
      ------------------------
[FN]
      9 To extent such assets are used in Lexis Document Services division
      of Mead.

      10 REPI = Reed Elsevier Properties Inc. (Delaware corporation).

      11 WVDEB = Werk-Verlag Dr. Edmund Banachewski GmbH (German company).

      12 REC = Reed Exhibition Companies Inc. (Canadian company)
Buyer                     Asset Description          Comments              
- ----------------------    ----------------------     ----------------------

REUKL                     1.1(a)(xi)                  See footnote 5

BCL                       1.1(a)(xi)                  See footnote 7

LDS                       1.1(a)(xi)                  See footnote 9

REPI                      1.1(a)(xii)                 All trademarks,
                                                      registered Michie
                                                      copyrights (and
                                                      pending applications
                                                      for registration of
                                                      Michie copyrights)

REI                       1.1(a)(xii)                 All patents,
                                                      applications for
                                                      patents, MDC-
                                                      registered copyrights
                                                      (and pending
                                                      applications for
                                                      registration of MDC
                                                      copyrights), and all
                                                      other intellectual
                                                      property and
                                                      proprietary rights not
                                                      otherwise transferred
                                                      to REPI

REI                       1.1(a)(xiii)                See footnote 3
REUKL                     1.1(a)(xiii)                See footnote 5

BCL                       1.1(a)(xiii)                See footnote 7

LDS                       1.1(a)(xiii)                See footnote 9

REI                       1.1(a)(xiv)                 See footnote 3

REUKL                     1.1(a)(xiv)                 See footnote 5

BCL                       1.1(a)(xiv)                 See footnote 7

LDS                       1.1(a)(xiv)                 See footnote 9

REI                       1.1(a)(xv)

REI                       1.1(a)(xvi)                 See footnote 3
Buyer                     Asset Description            Comments              
- ----------------------    ----------------------       ----------------------

REUKL                     1.1(a)(xvi)                  See footnote 5

BCL                       1.1(a)(xvi)                  See footnote 7

LDS                       1.1(a)(xvi)                  See footnote 9

REI                       1.1(a)(xvii)                 See footnote 3

REUKL                     1.1(a)(xvii)                 See footnote 5

BCL                       1.1(a)(xvii)                 See footnote 7

LDS                       1.1(a)(xvii)                 See footnote 9

All Buyers                1.1(a)(xviii)                Allocated per underly-
                                                       ing Assets

All Buyers                1.1(a)(xix)                  Allocated per underly-
                                                       ing Assets

REI                       1.1(a)(xx)
9.    Except as otherwise expressly set forth herein, the
Purchase Agreement shall remain unaffected and in full force and effect in
accordance with the terms and conditions thereof.  All references to the
term "Agreement" shall be deemed to refer to the Purchase Agreement as
originally executed and as amended hereby.

            10.   This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

            11.   This Amendment shall be governed by and construed in
accordance with the laws of the State of New York (regardless of laws that
might otherwise govern under applicable principles of conflicts of laws
thereof) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the
date first above written.
                                    THE MEAD CORPORATION

                                    By:  THOMAS E. PALMER                    
                                         ---------------------------------------
                                         Thomas E. Palmer
                                         Vice President

                                    REED ELSEVIER PLC

                                    By:  HERMAN J. BRUGGINK              
                                         ---------------------------------------
                                          Herman J. Bruggink
                                          Director

                                    REED ELSEVIER INC.

                                    By:   HERMAN J. BRUGGINK             
                                          --------------------------------------
                                          Herman J. Bruggink
                                          Vice Chairman

                                    REED ELSEVIER PROPERTIES INC.

                                    By:   MARK L. SEELEY                 
                                          --------------------------------------
                                          Mark L. Seeley
                                          President

                                    REED ELSEVIER (U.K.) LIMITED

                                    By:   HERMAN J. BRUGGINK             
                                          --------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    BUTTERWORTHS CANADA LTD.

                                    By:    HERMAN J. BRUGGINK            
                                          -------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    WERK-VERLAG DR EDMUND BANACHEWSKI GmbH

                                    By:    HERMAN J. BRUGGINK                 
                                          --------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    REED EXHIBITION COMPANIES INC.

                                    By:   HERMAN J. BRUGGINK                  
                                        ---------------------------------------
                                          Herman J. Bruggink
                                          Authorized Representative

                                    LEXIS DOCUMENT SERVICES INC.

                                    By:    HERMAN J. BRUGGINK                
                                        --------------------------------------
                                          Herman J. Bruggink
                                          President