UNITED STATES                            
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                                    
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                             UNDER 
                   THE SECURITIES ACT OF 1933      
                                                    
                                
                                
                      WESTVACO CORPORATION
     (Exact Name of Registrant as Specified in Its Charter)
                                
                                
       DELAWARE                          13-1466285                           
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                 
                                 
                         299 PARK AVENUE
                        NEW YORK, NY 10171
        (Address of Principal Executive Offices/Zip Code)
                                                     
                                 
                                 
                       WESTVACO CORPORATION
                    SAVINGS AND INVESTMENT PLAN
                     FOR HOURLY PAID EMPLOYEES
                     (Full Title of the Plan)
                                                     
                                 
                                 
                       JOHN W. HETHERINGTON
      VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
                       WESTVACO CORPORATION
                         299 PARK AVENUE
                     NEW YORK, NEW YORK 10171
                     Telephone: 212-688-5000
     (Name, Address and Telephone Number of Agent for Service)



                  CALCULATION OF REGISTRATION FEE
                              
Title of      Amount to be   Proposed Maximum   Proposed Maximum   Amount of   
Securities     Registered     Offering Price       Aggregate      Registration
 to be                           per share        Offering Price     Fee (5)
Registered                        (3)(4)  
                         
Common          2,000,000         $31.22           $62,440,000     $18,419.80
Stock, par     shares(1)(2)
value $5.00
per share,
including
related
Preferred
Stock
Purchase
Rights 


   (1)    In addition, pursuant to Rule 416(c) under the
          Securities Act of 1933, as amended (the "Securities
          Act"), this registration statement also covers an
          indeterminate amount of interests to be offered or sold
          pursuant to the employee benefit plan (the "Plan")
          described herein.  

   (2)    Such number of shares of Westvaco Corporation
          Common Stock (the "Common Stock") as may be
          purchased for employees participating in the Plan
          whether purchased directly from Westvaco
          Corporation (the "Company" or "Registrant"), on
          the open market or privately as set forth in the
          Plan, subject to adjustment for stock splits or
          other forms of recapitalization.

   (3)    Estimated pursuant to paragraphs (c) and (h) of Rule
          457 under the Securities Act on the basis of the
          average of the high and low sale prices for a share of
          the Common Stock of the Company on the New York Stock
          Exchange on April 20, 1998.

   (4)    Estimated solely for the purpose of calculating the
          registration fee.  

   (5)    The registration fee has been calculated pursuant to
          Section 6(b) of the Securities Act.  




                             
 
                       WESTVACO CORPORATION
                      SAVINGS AND INVESTMENT 
                  PLAN FOR HOURLY PAID EMPLOYEES

                                 
                              PART I

            INFORMATION REQUIRED IN THE SECTION 10(a)
                            PROSPECTUS

The information called for in Part I of Form S-8 will be
distributed to participants in the applicable Plan.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by
reference:

  a) The latest Annual Report on Form 10-K of Westvaco
     Corporation for the fiscal year ended October 31, 1997,
     except for net income per share data which has been
     restated in Exhibit 99.

  b) The latest Quarterly Report on Form 10-Q of Westvaco
     Corporation for the fiscal quarter ended January 31, 1998.

  c) The description of Common Stock of Westvaco Corporation
     contained in the Company's Registration Statement filed
     pursuant to Section 12 of the Securities Exchange Act of
     1934 (the "Exchange Act") including any amendment or
     report filed for the purpose of updating such description.

  d) The Plan's latest Annual Report on Form 11-K for the year
     ended September 30, 1997.

  e) All documents subsequently filed by the Company pursuant
     to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
     prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or
     which deregisters all securities then remaining unsold
     shall be deemed to be incorporated by reference in the
     registration statement and to be part hereof from the date
     of filing of such documents.

ITEM 4.        DESCRIPTION OF SECURITIES

  Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

  The audited financial statements included or incorporated by
  reference in the Company's Annual Report on Form 10-K for the
  year ended October 31, 1997, except for net income per share
  data which has been restated in Exhibit 99, and the Plan's
  Annual Report on Form 11-K for the year ended September 30,
  1997, which have been incorporated herein by reference, have
  been audited by Price Waterhouse LLP, independent public
  accountants, as indicated in their reports dated November 18,
  1997, and January 20, 1998, respectively, and which are also
  incorporated by reference herein in reliance upon the
  authority of that firm as experts in accounting and auditing
  in giving such reports.

  The legality of the issuance of the shares and interests
  offered hereby has been passed upon for the Company by Wendell
  L. Willkie, II, Esq., Senior Vice President and General
  Counsel of the Company by a letter dated April 22, 1998.  Mr.
  Willkie is the beneficial owner of shares of Common Stock of
  the Company held in trust under the Westvaco Corporation
  Savings and Investment Plan for Salaried Employees and the
  recipient of stock options and limited stock appreciation
  rights granted by the Company.  
  
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article II, Section 14 of the Company's Bylaws provides as follows:

  "Each director, officer and employee, past or present, of the
  Corporation, and each person who serves or may have served at
  the request of the Corporation as a director, officer or
  employee of another corporation and their respective heirs,
  administrators and executors, shall be indemnified by the
  Corporation in accordance with, and to the fullest extent
  provided by, the provisions of the General Corporation Law of
  the State of Delaware as it may from time to time be amended. 
  Each agent of the Corporation and each person who serves or
  may have served at the request of the Corporation as an agent
  of another corporation, or as an employee or agent of any
  partnership, joint venture, trust or other enterprise may, in
  the discretion of the Board of Directors, be indemnified by
  the Corporation to the same extent as provided herein with
  respect to directors, officers and employees of the
  Corporation."

In pertinent part, Section 145 the Delaware Corporation Law provides:

  "A corporation shall have power to indemnify any person...by
  reason of the fact that the person is or was a director,
  officer, employee or agent of the corporation...against
  expenses (including attorneys' fees), judgments, fines and
  amounts paid in...connection with [a lawsuit] if the person
  acted in good faith and in manner the person reasonably
  believed to be in or not opposed to the best interests of the
  corporation, and, with regard to any criminal action or
  proceeding, had no reasonable cause to believe the person's
  conduct was unlawful."
                                                                          
Together, the Company's Bylaws, Charter and the applicable
Delaware Corporation Law protect directors and officers for
actions taken in their respective Company capacities in certain
circumstances.  In the event and to the extent that a director or
officer is successful in the defense of any action, he or she
would be entitled to full reimbursement of all expenses
(including attorneys' fees) actually and reasonably incurred. If
a person covered by the Company's indemnification provisions
either settles or loses any action (other than an action brought
by or on behalf of the Company) that person would be entitled to
have such expenses and amounts paid to settle the claim or
satisfy a judgment or fine reimbursed only if (1) a court so
directs or (2) disinterested directors, an independent counsel or
the stockholders find that he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Company and with respect to criminal
actions not believed to be unlawful.  

The Company has also entered into agreements with each of its
officers and directors providing them with a right of
indemnification.  Delaware Corporation Law allows the Company to
insure directors and officers against some liabilities, such as
judgments or amounts paid in settlement of derivative actions,
for which indemnification is not permitted.

The Company has purchased one or more insurance policies insuring
its officers and directors against certain liabilities, including
liabilities under the Securities Act, and insuring the Company
against any payment which it is obligated to make to such persons
under the indemnification provisions of its Bylaws.  Neither the
insurance, nor the Bylaw nor Charter provisions are designed to
cover losses brought about or contributed to by dishonest acts or
losses in which the individual gained a personal profit. 
Furthermore, there are exclusions in the insurance for
improprieties such as slander and libel, fraudulent or self-serving
acts and violations of Section 16(b) of the Exchange Act which result 
in personal gain to the officer or director.  

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.        EXHIBITS

EXHIBIT 4 Instruments defining the rights of security holders,
            including indentures

(a)  Amended Restated Certificate of Incorporation for Westvaco
     Corporation dated April 1997 previously filed as Exhibit
     3(i) to the Company's Annual Report on Form 10-K for the
     fiscal  year ended October 31, 1997, File No. 1-3013,
     incorporated herein by reference.

(b)  Amended and Restated Credit Agreement dated as of  September
     19, 1997, among Westvaco Corporation, the bank signatories
     listed therein, Morgan Guaranty Trust Company of New York, as
     Administrative Agent, Documentation Agent and Co-Agent and The
     Bank of New York, as Syndication Agent and Co-Agent, previously
     filed as Exhibit 4.a to the Company's Form 10-K for the fiscal
     year ended October 31, 1997, File No. 1-3013, incorporated by
     reference.

(c)  Form of Indenture, dated as of March 1, 1983, between
     Westvaco Corporation and The Bank of New York (formerly
     Irving Trust Company), as trustee, previously filed as      
     Exhibit 2 to the Company's Registration Statement on Form
     8-A, File No. 1-3013, dated January 24, 1984. 

(d)  Rights Agreement dated as of September 23, 1997, between
     Westvaco Corporation and The Bank of New York previously   
     filed as Exhibit 1 to the Company's Form 8-A dated October 31,
     1997, File No. 1-3013, incorporated herein by reference. 
      
(e)  Indentures with respect to other long-term debt, none of
     which exceeds 10 percent of the total assets of the
     Company and its subsidiaries on a consolidated basis, are
     not attached. (The Company agrees to furnish a copy of
     such documents to the Securities and Exchange Commission
     upon request.) 

EXHIBIT 5 Opinions re legality

Opinion of Legal Counsel, Wendell L. Willkie, II, Esq., dated
April 22, 1998.

EXHIBIT 15   Letter re unaudited interim financial information

Not applicable.

EXHIBIT 23    Consent of independent accountants and counsel

(a) Consent of Legal Counsel, Wendell L. Willkie, II, Esq., to
    refer to legal opinion, included in   Exhibit 5.

(b) Consent of independent accountants, Price Waterhouse LLP,
    dated April 22, 1998.

(c) Consent of independent accountants, Price Waterhouse LLP,
    dated April 22, 1998.

EXHIBIT 24   Powers of Attorney
       
Powers of Attorney dated February 24, 1998, signed by members of
the Board of Directors of Westvaco (Samuel W. Bodman III, W. L.
Lyons Brown, Jr., Thomas W. Cole, Jr., David L. Hopkins, Jr.,
Douglas S. Luke, John A. Luke, Jr., William R. Miller,  Jane L.
Warner and Richard A. Zimmerman) and a Power of Attorney dated
March 2, 1998, signed by Rudolph G. Johnstone, Jr., authorizing
John A. Luke, Jr., John W. Hetherington and James E. Stoveken,
Jr., to sign on their behalf in executing registration documents
pertaining to this Plan.

EXHIBIT 99   Earnings per share

Net income per share data for the years ended October 31, 1993-1997, 
restated in accordance with the provisions of the Statement of 
Financial Accounting Standards No. 128, "Earnings per Share."


ITEM 9.   UNDERTAKINGS

(a)   The Company hereby undertakes:

        (1)  To file, during any period in which offers or
             sales are being made, a post-effective amendment
             to this registration statement:

            (iii)   To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the registration statement; 

        (2)  That, for the purpose of determining any liability
             under the Securities Act, each such post-effective
             amendment shall be deemed to be a new registration
             statement relating to the securities offered
             therein, and the offering of such securities at
             that time shall be deemed to be the initial bona
             fide offering thereof. 

        (3)  To remove from registration by means of a post-effective 
             amendment any of the securities being registered which 
             remain unsold at the termination of the offering.

(b)   The Company hereby undertakes that, for purposes of
      determining any liability under the Securities Act of
      1933, each filing of the Company's Annual Report pursuant
      to Section 13(a) or 15(d) of the Securities Exchange Act
      of 1934 (and, where applicable, each filing of any
      employee benefit plan's annual report pursuant to Section
      15(d) of the Securities Exchange Act of 1934) that is
      incorporated by reference in the registration statement
      shall be deemed to be a new registration statement
      relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

(e)   The Company hereby undertakes to deliver or cause to be
      delivered with the prospectus, to each person to whom the
      prospectus is sent or given, the latest annual report to
      security holders that is incorporated by reference in the
      prospectus and furnished pursuant to and meeting the
      requirements of Rule 14a-3 or Rule 14c-3 under the
      Securities Exchange Act of 1934; and, where interim
      financial information required to be presented by Article
      3 of Regulation S-X are not set forth in the prospectus,
      to deliver, or cause to be delivered to each person to
      whom the prospectus is sent or given, the latest quarterly
      report that is specifically incorporated by reference in
      the prospectus to provide such interim financial
      information.

(h)   Insofar as indemnification for liabilities arising under
      the Securities Act of 1933 may be permitted to directors,
      officers and controlling persons of the registrant
      pursuant to the foregoing provisions, or otherwise, the
      registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Securities Act
      and is, therefore, unenforceable.  In the event that a
      claim for indemnification against such liabilities (other
      than the payment by the registrant of expenses incurred or
      paid by a director, officer or controlling person of the
      registrant in the successful defense of any action, suit
      or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being
      registered, the registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling
      precedent, submit to a court of appropriate jurisdiction
      the question whether such indemnification by it is against
      public policy as expressed in the Securities Act and will
      be governed by the final adjudication of such issue.

(i)   The Company hereby undertakes that it has sumbitted the
      Plan to the Internal Revenue Service (the "IRS") and will
      make all changes required by the IRS to qualify the Plan.


                            SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act
of 1933, Westvaco Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the
22nd day of April, 1998.

     WESTVACO CORPORATION       By/s/ John A. Luke, Jr.
     (Registrant)                   John A. Luke, Jr.
                                    Chairman, President and 
                                    Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in their capacities and on the dates indicated.

Principal Executive Officer:

/s/John A. Luke, Jr.             Chairman, President and Chief 
  John A. Luke, Jr.              Executive Officer     April 22, 1998      


Principal Financial Officer:

/s/James E. Stoveken, Jr.        Senior Vice President
  James E. Stoveken, Jr.                               April 22, 1998
  

Principal Accounting Officer:

/s/John E. Banu                  Comptroller           April 22, 1998
  John E. Banu


The Board of Directors:

Samuel W. Bodman III             Douglas S. Luke     
W. L. Lyons Brown, Jr.           John A. Luke, Jr.
Thomas W. Cole, Jr.              William R. Miller
David L. Hopkins, Jr.            Jane L. Warner
Rudolph G. Johnstone, Jr.        Richard A. Zimmerman
     

By/s/ John W. Hetherington                            April 22, 1998
     John W. Hetherington
     Attorney-in-Fact                                            


The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Westvaco Corporation Savings and Investment Plan for
Hourly Paid Employees has duly caused this Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of New York, State of New York, on this 22nd day of
April, 1998.



     WESTVACO CORPORATION                   
     SAVINGS AND INVESTMENT PLAN   
     FOR HOURLY PAID EMPLOYEES


     By/s/John D. Flynn                                    
         John D. Flynn
    
     Chairman of Westvaco
     Corporation Benefit Plans 
     Administration Committee<PAGE>


                                                             
                         UNITED STATES                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                                    
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                             UNDER 
                   THE SECURITIES ACT OF 1933      
                                                    
                                
                                
                      WESTVACO CORPORATION
     (Exact Name of Registrant as Specified in Its Charter)
                                
                                
       DELAWARE                         13-1466285              
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                 
                                 
                         299 PARK AVENUE
                        NEW YORK, NY 10171
         (Address of Principal Executive Offices/Zip Code)
                                   
                              
                       WESTVACO CORPORATION
                    SAVINGS AND INVESTMENT PLAN
                     FOR HOURLY PAID EMPLOYEES
                     (Full Title of the Plan)
                            
                                 
                       JOHN W. HETHERINGTON
      VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
                       WESTVACO CORPORATION
                         299 PARK AVENUE
                     NEW YORK, NEW YORK 10171
                     Telephone: 212-688-5000
     (Name, Address and Telephone Number of Agent for Service)
                             
                             EXHIBITS                                 




                        EXHIBIT 5 and 23(a)
 
                          April 22, 1998 
                                
                 Securities and Exchange Commission 
                          450 Fifth Street 
                       Washington, DC  20549 
                                
                           Dear Sir/Madam, 

As General Counsel of Westvaco Corporation ("Westvaco"), I am
familiar with the Westvaco Corporation Savings and Investment
Plan for Hourly Paid Employees (the "Plan") and with the legal
matters involving its adoption and implementation. 

It is my opinion that the Plan has been validly authorized and
adopted by Westvaco and that any shares of Westvaco Common Stock
of the par value of $5 per share ("Westvaco Common Stock") issued
or sold to the Trustee pursuant to the provisions of the Plan are
legal shares, and have been validly issued, fully paid and non-assessable.  
It is also my opinion that the interests of the members of the Plan in 
the assets of the Plan are lawful, valid and enforceable in accordance 
with the terms of the Plan. 

I consent to the filing of this opinion letter as an exhibit to
any registration statements under the Securities Act of 1933, or
post-effective amendments thereto, registering Westvaco Common
Stock and other interests of Plan members.  I further consent to
any reference to this opinion in any prospectus which is part of
any such registration statement or post-effective amendment. 

In addition to being General Counsel, I am a Senior Vice
President of Westvaco.  I also am the beneficial owner of
Westvaco Common Stock held in trust under the Westvaco
Corporation Savings and Investment Plan for Salaried Employees
and the recipient of stock options and limited stock appreciation
rights granted by the Company. 

                            Very truly yours, 

                            /s/Wendell L. Willkie, II    
                             Wendell L. Willkie, II
                             Senior Vice President 
                              and General Counsel 



                            EXHIBIT 23(b)

                  CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
18, 1997, which appears on page 33 of the 1997 Annual Report to
Shareholders of Westvaco Corporation, which is incorporated by
reference in Westvaco Corporation's Annual Report on Form 10-K
for the year ended October 31, 1997.







Price Waterhouse LLP 


1177 Avenue of the Americas 
New York, NY 

April 22, 1998 



                          EXHIBIT 23(c)

                CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 20,
1998 appearing on page F-1 of the Annual Report of the Westvaco
Corporation Savings and Investment Plan for the Hourly Paid
Employees on Form 11-K for the year ended September 30, 1997.







Price Waterhouse LLP 


1177 Avenue of the Americas 
New York, NY 

April 22, 1998 




                          EXHIBIT 24 
                                
                       POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director
of WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint JOHN A. LUKE, JR.,  JOHN W.
HETHERINGTON and JAMES E. STOVEKEN, JR., and each of them
severally, acting alone and without the other and with full power
of substitution, his or her true and lawful attorneys-in-fact and
agents to do any and all acts and things and to execute any and
all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said
Act of the Westvaco Corporation Savings and Investment Plan for
Hourly Paid Employees, and the securities issued thereunder,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on behalf
of the undersigned, the name of the undersigned as director of
the Company to a Registration Statement, and any amendment
thereto, filed with the Securities and Exchange Commission in
respect of such securities and to any instrument or document
filed as a part of, as an exhibit to, or in connection with such
Registration Statement, or any such amendment; and the
undersigned does hereby ratify and confirm as his or her own act
and deed all that such attorneys-in-fact and agents shall do or
cause to be done by virtue thereof. 

IN WITNESS WHEREOF, the undersigned has subscribed this Power of
Attorney this ____ day of February, 1998. 





                             ________________________________
                                   Outside Boardmember                  
                                        Director

In the presence of: 


__________________________________


                                
                              EXHIBIT 99

                 Summary of Financial Information

The following is a summary of certain information of the
Company and its consolidated subsidiaries.  With the exception of
the inclusion of earnings to fixed charges and the net income per
share data, the following amounts were derived from the Company's
consolidated financial statements and other financial data
contained in its Annual Report on Form 10-K for the year ended
October 31, 1997 and its Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1998 (see "Incorporation of
Certain Documents by Reference").  The information for
three-month periods ended January 31, 1997 and 1998 is unaudited
and, in the opinion of the Company's management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
statement of the results of operations have been reflected
therein.  Effective November 1, 1997, the Company adopted the 
requirements of Statement of Financial Accounting Standards No.
128 "Earnings per Share" (SFAS 128).  In connection with the
adoption of this standard, the net income per share data for the
years ended October 31, 1993-1997 have been restated to be in
accordance with the provisions of SFAS 128.



        (In thousands, except per share data and ratios)
                                                                 
                                                                 
                                 Year Ended October 31,                    
              ________________________________________________________________  
                  1993         1994         1995         1996        1997      
                  ----         ----         ----         ----        ----
Sales          $2,344,560   $2,607,474   $3,272,447   $3,045,450   $2,982,288

Net income       $104,341     $103,606     $280,836     $212,156     $162,700

Net income per
 common share -
 Basic              $1.04*       $1.03        $2.78**      $2.09**      $1.60

Net income per
 common share -
 Diluted            $1.04*       $1.03        $2.76**      $2.07**      $1.58

Ratio of 
 earnings to 
 fixed charges       1.48         2.25         4.90         3.73         2.67



                           Three Months Ended January 31,
                                     (Unaudited)
                         -----------------------------------
                                 1997           1998
                              ----------     ----------
Sales                          $736,355       $702,113

Net income                     $ 35,510       $ 32,516

Net income per
 common share - Basic          $   0.35       $   0.32

Net income per
 common share - Diluted        $   0.35       $   0.32

Ratio of earnings to
 fixed charges                     2.69           2.31



  *    The 1993 fiscal year includes income of $.55 per share from
       the adoption of three new accounting standards required by
       the FASB, a special charge for restructuring of $.26 per
       share, a provision of $.13 per share for the impact of an
       increase in the federal income tax rate and an
       extraordinary charge of $.07 per share for the
       extinguishment of high interest rate debt; all per share
       amounts are the same for basic and diluted.

  **   The 1995 fiscal year ended October 31, 1995 includes an
       extraordinary charge of $.02 per share (basic and diluted)
       for the extinguishment of high interest rate debt.
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UNITED STATES                            
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                                    
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                             UNDER 
                   THE SECURITIES ACT OF 1933      
                                                    
                                
                                
                      WESTVACO CORPORATION
     (Exact Name of Registrant as Specified in Its Charter)
                                
                                
       DELAWARE                          13-1466285                           
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                 
                                 
                         299 PARK AVENUE
                        NEW YORK, NY 10171
        (Address of Principal Executive Offices/Zip Code)
                                                     
                                 
                                 
                       WESTVACO CORPORATION
                    SAVINGS AND INVESTMENT PLAN
                     FOR HOURLY PAID EMPLOYEES
                     (Full Title of the Plan)
                                                     
                                 
                                 
                       JOHN W. HETHERINGTON
      VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
                       WESTVACO CORPORATION
                         299 PARK AVENUE
                     NEW YORK, NEW YORK 10171
                     Telephone: 212-688-5000
     (Name, Address and Telephone Number of Agent for Service)

                  CALCULATION OF REGISTRATION FEE
                              
Title of      Amount to be   Proposed Maximum   Proposed Maximum   Amount of   
Securities     Registered     Offering Price       Aggregate      Registration
 to be                           per share        Offering Price     Fee (5)
Registered                        (3)(4)  
                         
Common          2,000,000         $31.22           $62,440,000     $18,419.80
Stock, par     shares(1)(2)
value $5.00
per share,
including
related
Preferred
Stock
Purchase
Rights 

   (1)    In addition, pursuant to Rule 416(c) under the
          Securities Act of 1933, as amended (the "Securities
          Act"), this registration statement also covers an
          indeterminate amount of interests to be offered or sold
          pursuant to the employee benefit plan (the "Plan")
          described herein.  

   (2)    Such number of shares of Westvaco Corporation
          Common Stock (the "Common Stock") as may be
          purchased for employees participating in the Plan
          whether purchased directly from Westvaco
          Corporation (the "Company" or "Registrant"), on
          the open market or privately as set forth in the
          Plan, subject to adjustment for stock splits or
          other forms of recapitalization.

   (3)    Estimated pursuant to paragraphs (c) and (h) of Rule
          457 under the Securities Act on the basis of the
          average of the high and low sale prices for a share of
          the Common Stock of the Company on the New York Stock
          Exchange on April 20, 1998.

   (4)    Estimated solely for the purpose of calculating the
          registration fee.  

   (5)    The registration fee has been calculated pursuant to
          Section 6(b) of the Securities Act.  

                             
 
                       WESTVACO CORPORATION
                      SAVINGS AND INVESTMENT 
                  PLAN FOR HOURLY PAID EMPLOYEES

                                 
                              PART I

            INFORMATION REQUIRED IN THE SECTION 10(a)
                            PROSPECTUS

The information called for in Part I of Form S-8 will be
distributed to participants in the applicable Plan.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by
reference:

  a) The latest Annual Report on Form 10-K of Westvaco
     Corporation for the fiscal year ended October 31, 1997,
     except for net income per share data which has been
     restated in Exhibit 99.

  b) The latest Quarterly Report on Form 10-Q of Westvaco
     Corporation for the fiscal quarter ended January 31, 1998.

  c) The description of Common Stock of Westvaco Corporation
     contained in the Company's Registration Statement filed
     pursuant to Section 12 of the Securities Exchange Act of
     1934 (the "Exchange Act") including any amendment or
     report filed for the purpose of updating such description.

  d) The Plan's latest Annual Report on Form 11-K for the year
     ended September 30, 1997.

  e) All documents subsequently filed by the Company pursuant
     to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
     prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or
     which deregisters all securities then remaining unsold
     shall be deemed to be incorporated by reference in the
     registration statement and to be part hereof from the date
     of filing of such documents.

ITEM 4.        DESCRIPTION OF SECURITIES

  Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

  The audited financial statements included or incorporated by
  reference in the Company's Annual Report on Form 10-K for the
  year ended October 31, 1997, except for net income per share
  data which has been restated in Exhibit 99, and the Plan's
  Annual Report on Form 11-K for the year ended September 30,
  1997, which have been incorporated herein by reference, have
  been audited by Price Waterhouse LLP, independent public
  accountants, as indicated in their reports dated November 18,
  1997, and January 20, 1998, respectively, and which are also
  incorporated by reference herein in reliance upon the
  authority of that firm as experts in accounting and auditing
  in giving such reports.

  The legality of the issuance of the shares and interests
  offered hereby has been passed upon for the Company by Wendell
  L. Willkie, II, Esq., Senior Vice President and General
  Counsel of the Company by a letter dated April 22, 1998.  Mr.
  Willkie is the beneficial owner of shares of Common Stock of
  the Company held in trust under the Westvaco Corporation
  Savings and Investment Plan for Salaried Employees and the
  recipient of stock options and limited stock appreciation
  rights granted by the Company.  
  
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article II, Section 14 of the Company's Bylaws provides as follows:

  "Each director, officer and employee, past or present, of the
  Corporation, and each person who serves or may have served at
  the request of the Corporation as a director, officer or
  employee of another corporation and their respective heirs,
  administrators and executors, shall be indemnified by the
  Corporation in accordance with, and to the fullest extent
  provided by, the provisions of the General Corporation Law of
  the State of Delaware as it may from time to time be amended. 
  Each agent of the Corporation and each person who serves or
  may have served at the request of the Corporation as an agent
  of another corporation, or as an employee or agent of any
  partnership, joint venture, trust or other enterprise may, in
  the discretion of the Board of Directors, be indemnified by
  the Corporation to the same extent as provided herein with
  respect to directors, officers and employees of the
  Corporation."

In pertinent part, Section 145 the Delaware Corporation Law provides:

  "A corporation shall have power to indemnify any person...by
  reason of the fact that the person is or was a director,
  officer, employee or agent of the corporation...against
  expenses (including attorneys' fees), judgments, fines and
  amounts paid in...connection with [a lawsuit] if the person
  acted in good faith and in manner the person reasonably
  believed to be in or not opposed to the best interests of the
  corporation, and, with regard to any criminal action or
  proceeding, had no reasonable cause to believe the person's
  conduct was unlawful."
                                                                          
Together, the Company's Bylaws, Charter and the applicable
Delaware Corporation Law protect directors and officers for
actions taken in their respective Company capacities in certain
circumstances.  In the event and to the extent that a director or
officer is successful in the defense of any action, he or she
would be entitled to full reimbursement of all expenses
(including attorneys' fees) actually and reasonably incurred. If
a person covered by the Company's indemnification provisions
either settles or loses any action (other than an action brought
by or on behalf of the Company) that person would be entitled to
have such expenses and amounts paid to settle the claim or
satisfy a judgment or fine reimbursed only if (1) a court so
directs or (2) disinterested directors, an independent counsel or
the stockholders find that he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Company and with respect to criminal
actions not believed to be unlawful.  

The Company has also entered into agreements with each of its
officers and directors providing them with a right of
indemnification.  Delaware Corporation Law allows the Company to
insure directors and officers against some liabilities, such as
judgments or amounts paid in settlement of derivative actions,
for which indemnification is not permitted.

The Company has purchased one or more insurance policies insuring
its officers and directors against certain liabilities, including
liabilities under the Securities Act, and insuring the Company
against any payment which it is obligated to make to such persons
under the indemnification provisions of its Bylaws.  Neither the
insurance, nor the Bylaw nor Charter provisions are designed to
cover losses brought about or contributed to by dishonest acts or
losses in which the individual gained a personal profit. 
Furthermore, there are exclusions in the insurance for
improprieties such as slander and libel, fraudulent or self-serving
acts and violations of Section 16(b) of the Exchange Act which result 
in personal gain to the officer or director.  

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.        EXHIBITS

EXHIBIT 4 Instruments defining the rights of security holders,
            including indentures

(a)  Amended Restated Certificate of Incorporation for Westvaco
     Corporation dated April 1997 previously filed as Exhibit
     3(i) to the Company's Annual Report on Form 10-K for the
     fiscal  year ended October 31, 1997, File No. 1-3013,
     incorporated herein by reference.

(b)  Amended and Restated Credit Agreement dated as of  September
     19, 1997, among Westvaco Corporation, the bank signatories
     listed therein, Morgan Guaranty Trust Company of New York, as
     Administrative Agent, Documentation Agent and Co-Agent and The
     Bank of New York, as Syndication Agent and Co-Agent, previously
     filed as Exhibit 4.a to the Company's Form 10-K for the fiscal
     year ended October 31, 1997, File No. 1-3013, incorporated by
     reference.

(c)  Form of Indenture, dated as of March 1, 1983, between
     Westvaco Corporation and The Bank of New York (formerly
     Irving Trust Company), as trustee, previously filed as      
     Exhibit 2 to the Company's Registration Statement on Form
     8-A, File No. 1-3013, dated January 24, 1984. 

(d)  Rights Agreement dated as of September 23, 1997, between
     Westvaco Corporation and The Bank of New York previously   
     filed as Exhibit 1 to the Company's Form 8-A dated October 31,
     1997, File No. 1-3013, incorporated herein by reference. 
      
(e)  Indentures with respect to other long-term debt, none of
     which exceeds 10 percent of the total assets of the
     Company and its subsidiaries on a consolidated basis, are
     not attached. (The Company agrees to furnish a copy of
     such documents to the Securities and Exchange Commission
     upon request.) 

EXHIBIT 5 Opinions re legality

Opinion of Legal Counsel, Wendell L. Willkie, II, Esq., dated
April 22, 1998.

EXHIBIT 15   Letter re unaudited interim financial information

Not applicable.

EXHIBIT 23    Consent of independent accountants and counsel

(a) Consent of Legal Counsel, Wendell L. Willkie, II, Esq., to
    refer to legal opinion, included in   Exhibit 5.

(b) Consent of independent accountants, Price Waterhouse LLP,
    dated April 22, 1998.

(c) Consent of independent accountants, Price Waterhouse LLP,
    dated April 22, 1998.

EXHIBIT 24   Powers of Attorney
       
Powers of Attorney dated February 24, 1998, signed by members of
the Board of Directors of Westvaco (Samuel W. Bodman III, W. L.
Lyons Brown, Jr., Thomas W. Cole, Jr., David L. Hopkins, Jr.,
Douglas S. Luke, John A. Luke, Jr., William R. Miller,  Jane L.
Warner and Richard A. Zimmerman) and a Power of Attorney dated
March 2, 1998, signed by Rudolph G. Johnstone, Jr., authorizing
John A. Luke, Jr., John W. Hetherington and James E. Stoveken,
Jr., to sign on their behalf in executing registration documents
pertaining to this Plan.

EXHIBIT 99   Earnings per share

Net income per share data for the years ended October 31, 1993-1997, 
restated in accordance with the provisions of the Statement of 
Financial Accounting Standards No. 128, "Earnings per Share."

ITEM 9.   UNDERTAKINGS

(a)   The Company hereby undertakes:

        (1)  To file, during any period in which offers or
             sales are being made, a post-effective amendment
             to this registration statement:

            (iii)   To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the registration statement; 

        (2)  That, for the purpose of determining any liability
             under the Securities Act, each such post-effective
             amendment shall be deemed to be a new registration
             statement relating to the securities offered
             therein, and the offering of such securities at
             that time shall be deemed to be the initial bona
             fide offering thereof. 

        (3)  To remove from registration by means of a post-effective 
             amendment any of the securities being registered which 
             remain unsold at the termination of the offering.

(b)   The Company hereby undertakes that, for purposes of
      determining any liability under the Securities Act of
      1933, each filing of the Company's Annual Report pursuant
      to Section 13(a) or 15(d) of the Securities Exchange Act
      of 1934 (and, where applicable, each filing of any
      employee benefit plan's annual report pursuant to Section
      15(d) of the Securities Exchange Act of 1934) that is
      incorporated by reference in the registration statement
      shall be deemed to be a new registration statement
      relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

(e)   The Company hereby undertakes to deliver or cause to be
      delivered with the prospectus, to each person to whom the
      prospectus is sent or given, the latest annual report to
      security holders that is incorporated by reference in the
      prospectus and furnished pursuant to and meeting the
      requirements of Rule 14a-3 or Rule 14c-3 under the
      Securities Exchange Act of 1934; and, where interim
      financial information required to be presented by Article
      3 of Regulation S-X are not set forth in the prospectus,
      to deliver, or cause to be delivered to each person to
      whom the prospectus is sent or given, the latest quarterly
      report that is specifically incorporated by reference in
      the prospectus to provide such interim financial
      information.

(h)   Insofar as indemnification for liabilities arising under
      the Securities Act of 1933 may be permitted to directors,
      officers and controlling persons of the registrant
      pursuant to the foregoing provisions, or otherwise, the
      registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Securities Act
      and is, therefore, unenforceable.  In the event that a
      claim for indemnification against such liabilities (other
      than the payment by the registrant of expenses incurred or
      paid by a director, officer or controlling person of the
      registrant in the successful defense of any action, suit
      or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being
      registered, the registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling
      precedent, submit to a court of appropriate jurisdiction
      the question whether such indemnification by it is against
      public policy as expressed in the Securities Act and will
      be governed by the final adjudication of such issue.

(i)   The Company hereby undertakes that it has sumbitted the
      Plan to the Internal Revenue Service (the "IRS") and will
      make all changes required by the IRS to qualify the Plan.

                            SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act
of 1933, Westvaco Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the
22nd day of April, 1998.

     WESTVACO CORPORATION       By/s/ John A. Luke, Jr.
     (Registrant)                   John A. Luke, Jr.
                                    Chairman, President and 
                                    Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in their capacities and on the dates indicated.

Principal Executive Officer:

/s/John A. Luke, Jr.             Chairman, President and Chief 
  John A. Luke, Jr.              Executive Officer     April 22, 1998      

Principal Financial Officer:

/s/James E. Stoveken, Jr.        Senior Vice President
  James E. Stoveken, Jr.                               April 22, 1998
  

Principal Accounting Officer:

/s/John E. Banu                  Comptroller           April 22, 1998
  John E. Banu

The Board of Directors:

Samuel W. Bodman III             Douglas S. Luke     
W. L. Lyons Brown, Jr.           John A. Luke, Jr.
Thomas W. Cole, Jr.              William R. Miller
David L. Hopkins, Jr.            Jane L. Warner
Rudolph G. Johnstone, Jr.        Richard A. Zimmerman
     

By/s/ John W. Hetherington                            April 22, 1998
     John W. Hetherington
     Attorney-in-Fact                                            

The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Westvaco Corporation Savings and Investment Plan for
Hourly Paid Employees has duly caused this Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of New York, State of New York, on this 22nd day of
April, 1998.

     WESTVACO CORPORATION                   
     SAVINGS AND INVESTMENT PLAN   
     FOR HOURLY PAID EMPLOYEES

     By/s/John D. Flynn                                    
         John D. Flynn
    
     Chairman of Westvaco
     Corporation Benefit Plans 
     Administration Committee
UNITED STATES                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                                    
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                             UNDER 
                   THE SECURITIES ACT OF 1933      
                                                    
                                
                                
                      WESTVACO CORPORATION
     (Exact Name of Registrant as Specified in Its Charter)
                                
                                
       DELAWARE                         13-1466285              
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                 
                                 
                         299 PARK AVENUE
                        NEW YORK, NY 10171
         (Address of Principal Executive Offices/Zip Code)
                                   
                              
                       WESTVACO CORPORATION
                    SAVINGS AND INVESTMENT PLAN
                     FOR HOURLY PAID EMPLOYEES
                     (Full Title of the Plan)
                            
                                 
                       JOHN W. HETHERINGTON
      VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
                       WESTVACO CORPORATION
                         299 PARK AVENUE
                     NEW YORK, NEW YORK 10171
                     Telephone: 212-688-5000
     (Name, Address and Telephone Number of Agent for Service)
                             
                             EXHIBITS                                 

                        EXHIBIT 5 and 23(a)
 
                          April 22, 1998 
                                
                 Securities and Exchange Commission 
                          450 Fifth Street 
                       Washington, DC  20549 
                                
                           Dear Sir/Madam, 

As General Counsel of Westvaco Corporation ("Westvaco"), I am
familiar with the Westvaco Corporation Savings and Investment
Plan for Hourly Paid Employees (the "Plan") and with the legal
matters involving its adoption and implementation. 

It is my opinion that the Plan has been validly authorized and
adopted by Westvaco and that any shares of Westvaco Common Stock
of the par value of $5 per share ("Westvaco Common Stock") issued
or sold to the Trustee pursuant to the provisions of the Plan are
legal shares, and have been validly issued, fully paid and non-assessable.  
It is also my opinion that the interests of the members of the Plan in 
the assets of the Plan are lawful, valid and enforceable in accordance 
with the terms of the Plan. 

I consent to the filing of this opinion letter as an exhibit to
any registration statements under the Securities Act of 1933, or
post-effective amendments thereto, registering Westvaco Common
Stock and other interests of Plan members.  I further consent to
any reference to this opinion in any prospectus which is part of
any such registration statement or post-effective amendment. 

In addition to being General Counsel, I am a Senior Vice
President of Westvaco.  I also am the beneficial owner of
Westvaco Common Stock held in trust under the Westvaco
Corporation Savings and Investment Plan for Salaried Employees
and the recipient of stock options and limited stock appreciation
rights granted by the Company. 

                            Very truly yours, 

                            /s/Wendell L. Willkie, II    
                             Wendell L. Willkie, II
                             Senior Vice President 
                              and General Counsel 

                            EXHIBIT 23(b)

                  CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
18, 1997, which appears on page 33 of the 1997 Annual Report to
Shareholders of Westvaco Corporation, which is incorporated by
reference in Westvaco Corporation's Annual Report on Form 10-K
for the year ended October 31, 1997.

Price Waterhouse LLP 

1177 Avenue of the Americas 
New York, NY 

April 22, 1998 

                          EXHIBIT 23(c)

                CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 20,
1998 appearing on page F-1 of the Annual Report of the Westvaco
Corporation Savings and Investment Plan for the Hourly Paid
Employees on Form 11-K for the year ended September 30, 1997.

Price Waterhouse LLP 

1177 Avenue of the Americas 
New York, NY 

April 22, 1998 

                          EXHIBIT 24 
                                
                       POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director
of WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint JOHN A. LUKE, JR.,  JOHN W.
HETHERINGTON and JAMES E. STOVEKEN, JR., and each of them
severally, acting alone and without the other and with full power
of substitution, his or her true and lawful attorneys-in-fact and
agents to do any and all acts and things and to execute any and
all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said
Act of the Westvaco Corporation Savings and Investment Plan for
Hourly Paid Employees, and the securities issued thereunder,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on behalf
of the undersigned, the name of the undersigned as director of
the Company to a Registration Statement, and any amendment
thereto, filed with the Securities and Exchange Commission in
respect of such securities and to any instrument or document
filed as a part of, as an exhibit to, or in connection with such
Registration Statement, or any such amendment; and the
undersigned does hereby ratify and confirm as his or her own act
and deed all that such attorneys-in-fact and agents shall do or
cause to be done by virtue thereof. 

IN WITNESS WHEREOF, the undersigned has subscribed this Power of
Attorney this ____ day of February, 1998. 

                             ________________________________
                                   Outside Boardmember                  
                                        Director

In the presence of: 

__________________________________

                                
                              EXHIBIT 99

                 Summary of Financial Information

The following is a summary of certain information of the
Company and its consolidated subsidiaries.  With the exception of
the inclusion of earnings to fixed charges and the net income per
share data, the following amounts were derived from the Company's
consolidated financial statements and other financial data
contained in its Annual Report on Form 10-K for the year ended
October 31, 1997 and its Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1998 (see "Incorporation of
Certain Documents by Reference").  The information for
three-month periods ended January 31, 1997 and 1998 is unaudited
and, in the opinion of the Company's management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
statement of the results of operations have been reflected
therein.  Effective November 1, 1997, the Company adopted the 
requirements of Statement of Financial Accounting Standards No.
128 "Earnings per Share" (SFAS 128).  In connection with the
adoption of this standard, the net income per share data for the
years ended October 31, 1993-1997 have been restated to be in
accordance with the provisions of SFAS 128.

        (In thousands, except per share data and ratios)
                                                                 
                                                                 
                                 Year Ended October 31,                    
              ________________________________________________________________  
                  1993         1994         1995         1996        1997      
                  ----         ----         ----         ----        ----
Sales          $2,344,560   $2,607,474   $3,272,447   $3,045,450   $2,982,288

Net income       $104,341     $103,606     $280,836     $212,156     $162,700

Net income per
 common share -
 Basic              $1.04*       $1.03        $2.78**      $2.09**      $1.60

Net income per
 common share -
 Diluted            $1.04*       $1.03        $2.76**      $2.07**      $1.58

Ratio of 
 earnings to 
 fixed charges       1.48         2.25         4.90         3.73         2.67

                           Three Months Ended January 31,
                                     (Unaudited)
                         -----------------------------------
                                 1997           1998
                              ----------     ----------
Sales                          $736,355       $702,113

Net income                     $ 35,510       $ 32,516

Net income per
 common share - Basic          $   0.35       $   0.32

Net income per
 common share - Diluted        $   0.35       $   0.32

Ratio of earnings to
 fixed charges                     2.69           2.31

  *    The 1993 fiscal year includes income of $.55 per share from
       the adoption of three new accounting standards required by
       the FASB, a special charge for restructuring of $.26 per
       share, a provision of $.13 per share for the impact of an
       increase in the federal income tax rate and an
       extraordinary charge of $.07 per share for the
       extinguishment of high interest rate debt; all per share
       amounts are the same for basic and diluted.

  **   The 1995 fiscal year ended October 31, 1995 includes an
       extraordinary charge of $.02 per share (basic and diluted)
       for the extinguishment of high interest rate debt.