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:  November 13, 1996

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

            OHIO                    1-2267               31-0535759
      -------------------------------------------------------------------
      (State or other          (Commission File       (I.R.S. Employer
      jurisdiction of              Number)             Identification
       incorporation)                                   Number)

      -------------------------------------------------------------------
      Mead World Headquarters,
      Courthouse Plaza Northwest, Dayton, OH                  45463
      -------------------------------------------------------------------
      (Address of principal executive offices)        (Zip Code)

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

                                   N/A
      ------------------------------------------------------------------
      (Former name or former address, if changed since last report)


      Item 5.  Other Events.

                On November 9, 1996, the Board of Directors of The
      Mead Corporation (the "Company") approved the extension of
      the benefits afforded by the Company's existing Shareholders
      Rights Plan by adopting a new Shareholders Rights Plan.  The
      new Plan, like the existing Plan, is intended to promote
      continuity and stability, deter coercive or partial offers
      which will not provide full and fair value to all
      shareholders and enhance the Board of Directors' ability to
      represent all shareholders and thereby maximize shareholder
      value.

                Pursuant to the new Rights Agreement between the
      Company and The First National Bank of Boston, as Rights
      Agent (the "1996 Rights Agreement"), one right ("Right") will
      be issued for each Common Share, without par value, of the
      Company outstanding at the close of business on November 14,
      1996.  Each of the new Rights will entitle the registered
      holder to purchase from the Company one Common Share, at a
      price of $200.  The Rights generally will not become
      exercisable unless and until, among other things, any person
      acquires 20% or more of the outstanding Common Shares or any
      person acquires 10% or more and is found to be an Adverse
      Person (as defined in the 1996 Rights Agreement).  The new
      Rights are generally redeemable at $0.01 per Right at any
      time until 10 days following a public announcement that a 20%
      or greater position in the Company's Common Shares has been
      acquired or a person is found to be an Adverse Person and
      will expire, unless earlier redeemed or extended, on
      November 14, 2006.

                A description of the new Rights is set forth in the
      1996 Rights Agreement, a copy of which is filed herewith and
      incorporated herein by reference.

      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.         Description

           1              Rights Agreement, dated as of November 9,
                          1996, between The Mead Corporation and
                          First National Bank of Boston, which
                          includes as Exhibit A thereto, the Form
                          of Rights Certificate (incorporated by
                          reference to the Registrant's Form 8-A
                          dated November 13, 1996).



                               SIGNATURES

           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, thereunto duly
      authorized.

                                    THE MEAD CORPORATION
                                           (Registrant)

                                    BY: /s/ William R. Grayber   
                                        Name:  William R. Grayber
                                        Title: Vice President and
                                                Chief Financial
                                                Officer

      Dated:   November 13, 1996


                            INDEX TO EXHIBITS

        Exhibit No.    Description                              Page

              1        Rights Agreement, dated as of             5
                       November 9, 1996, between The Mead
                       Corporation and First National
                       Bank of Boston, which includes as
                       Exhibit A thereto, the Form of
                       Rights Certificate (incorporated
                       by reference to the Registrant's
                       Form 8-A dated November 13, 1996).
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 5343}]
{"company-data": {"conformed-name": "MEAD CORP", "cik": "0000064394", "assigned-sic": "2631", "irs-number": "310535759", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-02267", "film-number": "96661707"}, "business-address": {"street1": "MEAD WORLD HEADQUARTERS", "street2": "COURTHOUSE PLZ NORTHEAST", "city": "DAYTON", "state": "OH", "zip": "45463", "phone": "5134956323"}}
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:  November 13, 1996

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

            OHIO                    1-2267               31-0535759
      -------------------------------------------------------------------
      (State or other          (Commission File       (I.R.S. Employer
      jurisdiction of              Number)             Identification
       incorporation)                                   Number)

      -------------------------------------------------------------------
      Mead World Headquarters,
      Courthouse Plaza Northwest, Dayton, OH                  45463
      -------------------------------------------------------------------
      (Address of principal executive offices)        (Zip Code)

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

                                   N/A
      ------------------------------------------------------------------
      (Former name or former address, if changed since last report)

      Item 5.  Other Events.

                On November 9, 1996, the Board of Directors of The
      Mead Corporation (the "Company") approved the extension of
      the benefits afforded by the Company's existing Shareholders
      Rights Plan by adopting a new Shareholders Rights Plan.  The
      new Plan, like the existing Plan, is intended to promote
      continuity and stability, deter coercive or partial offers
      which will not provide full and fair value to all
      shareholders and enhance the Board of Directors' ability to
      represent all shareholders and thereby maximize shareholder
      value.

                Pursuant to the new Rights Agreement between the
      Company and The First National Bank of Boston, as Rights
      Agent (the "1996 Rights Agreement"), one right ("Right") will
      be issued for each Common Share, without par value, of the
      Company outstanding at the close of business on November 14,
      1996.  Each of the new Rights will entitle the registered
      holder to purchase from the Company one Common Share, at a
      price of $200.  The Rights generally will not become
      exercisable unless and until, among other things, any person
      acquires 20% or more of the outstanding Common Shares or any
      person acquires 10% or more and is found to be an Adverse
      Person (as defined in the 1996 Rights Agreement).  The new
      Rights are generally redeemable at $0.01 per Right at any
      time until 10 days following a public announcement that a 20%
      or greater position in the Company's Common Shares has been
      acquired or a person is found to be an Adverse Person and
      will expire, unless earlier redeemed or extended, on
      November 14, 2006.

                A description of the new Rights is set forth in the
      1996 Rights Agreement, a copy of which is filed herewith and
      incorporated herein by reference.

      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.         Description

           1              Rights Agreement, dated as of November 9,
                          1996, between The Mead Corporation and
                          First National Bank of Boston, which
                          includes as Exhibit A thereto, the Form
                          of Rights Certificate (incorporated by
                          reference to the Registrant's Form 8-A
                          dated November 13, 1996).

                               SIGNATURES

           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, thereunto duly
      authorized.

                                    THE MEAD CORPORATION
                                           (Registrant)

                                    BY: /s/ William R. Grayber   
                                        Name:  William R. Grayber
                                        Title: Vice President and
                                                Chief Financial
                                                Officer

      Dated:   November 13, 1996

                            INDEX TO EXHIBITS

        Exhibit No.    Description                              Page

              1        Rights Agreement, dated as of             5
                       November 9, 1996, between The Mead
                       Corporation and First National
                       Bank of Boston, which includes as
                       Exhibit A thereto, the Form of
                       Rights Certificate (incorporated
                       by reference to the Registrant's
                       Form 8-A dated November 13, 1996).