8-A12B/A

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                  FORM 8-A/A-1

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

               Ohio                                        31-0535759
(State of Incorporation or Organization)       (IRS Employer Identification No.)

                        Mead World Headquarters,
                       Courthouse Plaza Northeast
                           Dayton, Ohio                        45463
           (Address of principal executive offices)         (Zip Code)

        Securities to be registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on which 
 Title of each class to be so registered        each class is to be registered
       ------------------------------           -------------------------------

       Common Share Purchase Rights             New York Stock Exchange, Inc.
                                                    Pacific Exchange, Inc.
                                                 Chicago Stock Exchange, Inc.


        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)
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         Item 1 and Item 2 of Form 8-A filed by The Mead Corporation with the
Securities and Exchange Commission on November 15, 1996 hereby are amended in
their entirety to read as follows:

Item 1.  Description of Securities To Be Registered.

         On November 9, 1996, the Board of Directors of The Mead Corporation, an
Ohio corporation (the "Company"), authorized and granted to each holder of a
Common Share, without par value, of the Company (the "Common Shares")
outstanding at the close of business on November 14, 1996 (the "Record Date")
one Right for each Common Share held as of the Record Date. At such time, each
Right entitled the registered holder to purchase from the Company one Common
Share at a price of $200 (the "Purchase Price"), subject to adjustment in
certain circumstances. The Purchase Price may be paid, at the election of the
registered holder, in cash, Common Shares or a combination thereof.

         The description and terms of the Rights are set forth in a Rights
Agreement, dated as of November 9, 1996 (the "Rights Agreement"), between the
Company and The First National Bank of Boston, as Rights Agent.

         Initially, the Rights are attached to the certificates representing
outstanding Common Shares, and no separate certificates evidencing the Rights
(the "Rights Certificates") have been distributed. Until the earlier to occur of
(i) ten days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares (the "Share Acquisition Date"), (ii) ten Business Days
following the commencement of (or public announcement of the intent to commence)
a tender offer or exchange offer by any person or group if upon consummation
thereof, such person or group would be the beneficial owner of 20% or more of
the outstanding Common Shares or (iii) ten days following a determination by the
Board of Directors of the Company that any Person is an Adverse Person (the
earliest of such dates being called the "Distribution Date"), the Rights will be
evidenced by the Common Share certificates. The Board of Directors of the
Company will declare any Person to be an Adverse Person upon their determination
that such Person has become the Beneficial Owner of a substantial amount (i.e.,
not less than 10%) of the Common Shares then outstanding and upon the
determination by a majority of the independent Directors that: (i) such
Beneficial Ownership is intended to cause the Company to repurchase the Common
Shares owned by such Person or to cause pressure on the Company to take action
intended to provide such person with short-term financial gain which, in their
determination, is not in the best long-term interests of the Company and its
shareholders or (ii) such Beneficial Ownership is reasonably likely to cause a
material adverse impact on the business of the Company.

         The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Share certificates. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
transfer of any certificate for Common Shares will 



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also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Shares as of the Close of Business on the Distribution Date and,
thereafter, such separate Rights Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on November 14, 2006, unless earlier redeemed or
extended by the Company as described below.

         In the event that (i) a person or group becomes an Acquiring Person
(other than pursuant to an offer for all outstanding Common Shares at a price
and on terms which a majority of the independent Directors determine to be
adequate and otherwise to be in the best interests of shareholders) or (ii) the
Board of Directors of the Company declares a Person to be an Adverse Person, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof, Common Shares (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two (2) times the exercise
price of the Right. However, Rights are not exercisable following the occurrence
of either of the events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below. Notwithstanding the
foregoing, following the occurrence of any of the events set forth in this
paragraph, any Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by an Acquiring Person or an Adverse
Person shall immediately become null and void.

         In the event that following the Share Acquisition Date, (i) the Company
engages in a merger or consolidation in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or consolidation with another
person in which the Company is the surviving corporation, but in which all or
part of its Common Shares are changed or exchanged, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred (except with respect to
clause (i) and (ii), a "cleanup" merger which follows an offer described in the
preceding paragraph), the Rights Agreement provides that proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof, Common Shares of the acquiring company
having a value equal to two (2) times the exercise price of the Right. The
events set forth in this paragraph and in the preceding paragraph are referred
to as the "Triggering Events."

         The Purchase Price payable, and the number of Common Shares issuable,
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon the grant to
holders of the Common Shares of certain rights or warrants to subscribe for
Common Shares or securities convertible into Common Shares at less than the
current market price of the Common Shares, or (iii) upon the distribution to
holders of the Common Shares of 



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evidences of indebtedness or assets (excluding regular quarterly dividends) or
of subscription rights or warrants (other than those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued upon exercise of
the Rights and, in lieu thereof, a cash payment will be made based on the market
price of the Common Shares on the last trading date prior to the date of
exercise.

         At any time after the date of the Rights Agreement until ten days
following the Share Acquisition Date, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at the then current Redemption
Price per Right, payable in cash or stock. Immediately upon the action of the
Board of Directors of the Company ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price. The foregoing notwithstanding, the Rights may not be
redeemed (i) at any time subsequent to the Board of Directors' determination
that any Person is an Adverse Person or (ii) for a period of 180 days following
a change in the majority of the Board of Directors of the Company resulting from
a proxy contest or consent solicitation.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that a Triggering Event
shall occur.

         Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company in order to cure any ambiguity, defect or
inconsistency; to shorten or lengthen any time period under the Rights
Agreement; or in any other respect that will not adversely affect the interests
of holders of Rights; provided, however, that no amendment may be made at such
time as the Rights are not redeemable.

         As of November 5, 1996, there were 52,261,831 Common Shares
outstanding, 13,964,589 shares held in the treasury and 8,845,593 Common Shares
authorized for issuance upon exercise of options granted under the Company's
employee benefit plans. Each outstanding Common Share on November 14, 1996,
received one Right. As long as the Rights are attached to the Common Shares and
in certain other circumstances specified in the Rights Agreement, the Company
will issue one Right for each Common Share issued on or after November 14, 1996.

         The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights being
acquired. The Rights should not interfere with any 


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merger or other business combination approved by the Board of Directors of the
Company since the Board of Directors may, at its option, at any time prior to
ten days following the Share Acquisition Date redeem all but not less than all
the then outstanding Rights.

         On November 1, 1997, the Board of Directors of the Company declared a
two-for-one stock split to be effectuated through the distribution on December
1, 1997 of one Common Share to the holder of record of each Common Share
outstanding at the close of business on November 12, 1997 (the "Share
Distribution"). Certain computational adjustments under the Rights Agreement are
required as a consequence of the Share Distribution.

         Pursuant to Sections 11, 12 and 23 of the Rights Agreement, effective
as of the close of business on November 12, 1997: (a) the Purchase Price will be
adjusted from $200 to $100; (b) the Redemption Price will be adjusted from $0.01
to $0.005; and (c) the number of Rights outstanding will be adjusted, in lieu of
any adjustment in the number of Common Shares issuable upon the exercise of a
Right, by issuing one new Right attached to each Common Share in the Share
Distribution.

         The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Rights Certificate, is incorporated herein by reference as Exhibit 1. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibit.

         Item 2.  Exhibits.

         See the Exhibit Index following the signature on this Form 8-A/A-1.

                                    SIGNATURE

         Pursuant to be requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                               THE MEAD CORPORATION

         Date:  November 3, 1997               By  /s/ William R. Graber
                                                 -------------------------------
                                                  William R. Graber
                                                  Vice President and Chief
                                                   Financial Officer

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                                  EXHIBIT INDEX

Exhibit                             Description

      1     Rights Agreement dated as of November 9, 1996 between
            The Mead Corporation and The First National Bank of Boston, as
            Rights Agent, which includes as Exhibit A thereto the Form of
            Rights Certificate, was filed as, and is incorporated herein by
            reference from, Exhibit 1 to the Registrant's Form 8-A filed
            November 15, 1996.

      2     Certificate of Adjustment dated as of November 1, 1997 made by
            The Mead Corporation in accordance with the Rights Agreement.



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EX-2

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                                                                       Exhibit 2
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                            CERTIFICATE OF ADJUSTMENT
                            -------------------------


         Pursuant to Section 11, 12 and 23 of the Rights Agreement (the "Rights
Agreement") dated as of November 9, 1996 between The Mead Corporation (the
"Company") and First National Bank of Boston, as Rights Agent, the Company
hereby certifies that:

I.       Statement of Facts
         ------------------

         On November 1, 1997, the Board of Directors of the Company declared a
two-for-one stock split to be effectuated through the distribution on December
1, 1997 of one Common Share to the holder of record of each Common Share
outstanding at the close of business on November 12, 1997 (the "Share
Distribution").

II.      Adjustment
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         The following adjustments have been effected pursuant to the terms of
the Rights Agreement, effective as of the close of business on November 12,
1997:

         (a) PURCHASE PRICE. The purchase price has been adjusted from $200 to
$100.

         (b) REDEMPTION PRICE. The redemption price per Right has been adjusted
from $0.01 to $0.005.

         (c) NUMBER OF RIGHTS. The number of Rights outstanding has been
adjusted, in lieu of any adjustment in the number of Common Shares issuable upon
the exercise of a Right, by issuing one new Right attached to each Common Share
issued in the Share Distribution.

Dated as of the 1st day of November, 1997.

                                               THE MEAD CORPORATION

                                               By  /s/ William R. Graber
                                                 -------------------------------
                                                    William R. Graber
                                                    Vice President and Chief
                                                       Financial Officer