8-A12B/A

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

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

                                 FORM 8-A/A

                              AMENDMENT NO. 3

             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                    (IRS Employer
         or Organization)                       Identification No.)

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

     If this form relates to the            If this form relates to the
     registration of a class of             registration of a class of
     securities pursuant to                 securities pursuant to
     Section 12(b) of the Exchange          Section 12(g) of the Exchange
     Act and is effective pursuant          Act and is effective pursuant
     to General Instruction A.(c),          to General Instruction A.(d),
     please check the following             please check the following
     box. (X)                               box. ( )

     Securities Act registration statement file number to which this form
     relates:       N/A
              ---------------
              (If applicable)

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

                                              Name of each exchange
      Title of each class                     on which each class is
      to be so registered                     to be registered
      -------------------                     ----------------------
      Common Share Stock Purchase             New York Stock Exchange
        Rights (Pursuant to Rights            Pacific Stock Exchange
        Agreement dated as of                 Chicago Stock Exchange
        November 9, 1996 and
        amended as of December
        7, 1999 and February 16, 2000
        and Certificate of
        Adjustment dated as of
        November 1, 1997)

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

                                    None
       -------------------------------------------------------------
                              (Title of Class)


           This Registration Statement on Form 8-A/A amends and restates the
 Registration Statement on Form 8-A filed with the Securities and Exchange
 Commission by The Mead Corporation (the "Company") on November 13, 1996
 (the "Original Form 8-A") relating to the rights distributed to the
 stockholders of the Company (the "Rights") in connection with the Rights
 Agreement (the "Rights Agreement"), dated as of November 9, 1996, between
 the Company and BankBoston, N.A. (as successor to The First National Bank
 of Boston) (the "Rights Agent"), as Rights Agent.  On December 7, 1999, the
 Company and the Rights Agent entered into Amendment No. 1 to the Rights
 Agreement, which is incorporated herein by reference.  On February 16,
 2000, the Company and the Rights Agent entered into Amendment No. 2 to the
 Rights Agreement, which is included as Exhibit 4 hereto and is incorporated
 herein by reference.

 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 (or, in certain other circumstances,
 other consideration) 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, a Certificate of
 Adjustment dated as of November 1, 1997, Amendment No. 1 (the "Amendment
 No. 1") dated as of December 7, 1999, between the Company and BankBoston,
 N.A. (as successor to The First National Bank of Boston), as Rights Agent
 and Amendment No. 2 (the "Amendment No. 2") dated as of February 16, 2000,
 between the Company and BankBoston, N.A.

           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 also constitute the transfer of the Rights associated with the
 Common Shares represented by such certificate.  As soon as practicable
 following the Distribution Date, Right 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 Right 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 changes 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 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 (the "Redemption
 Price").  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 at
 any time subsequent to the Board of Directors' determination that any
 Person is an Adverse Person.

           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, will receive 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 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.

           A copy of Amendment No. 2 is attached hereto as Exhibit 4 and is
 incorporated herein by reference.  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.

      1    Rights Agreement, dated as of November 9, 1996, between The Mead
           Corporation and BankBoston, N.A. (as successor to the First
           National Bank of Boston), as Rights Agent, including the form of
           Rights Certificate as Exhibit A and the Summary of Rights to
           Purchase Common Stock as Exhibit B.  Pursuant to the Rights
           Agreement, printed Rights Certificates will not be mailed until
           after the earlier of (i) the tenth day after the Share
           Acquisition Date (ii) the tenth Business Day after the date of
           the commencement of a tender or exchange offer by any person or
           group of affiliated or associated persons, if upon consummation
           thereof, such person or group would be the beneficial owner of
           20% or more of such outstanding Common Shares or (iii) the tenth
           day after the Board of Directors determines that a person is an
           Adverse Person.  (Incorporated by reference to Exhibit 1 to the
           Company's Registration Statement on Form 8-A dated November 13,
           1996.)

      2    Certificate of Adjustment dated as of November 1, 1997 made by
           the Mead Corporation in accordance with the Rights Agreement.
           (Incorporated by reference to Exhibit 2 to the Company's
           Registration Statement on Form 8-A/A-1 dated November 3, 1997.)

      3    Amendment No. 1 to the Rights Agreement, dated as of December 7,
           1999, between The Mead Corporation and BankBoston, N.A. (as
           successor to the First National Bank of Boston), as Rights Agent.
           (Incorporated by reference to Exhibit 3 to the Company's
           Registration Statement on Form 8-A/A-1 dated December 15, 1999.)

      4    Amendment No. 2 to the Rights Agreement, dated as of February 16,
           2000, between The Mead Corporation and BankBoston, N.A. (as
           successor to the First National Bank of Boston), as Rights Agent.



                                 SIGNATURE

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

 Dated: March 6, 2000              THE MEAD CORPORATION


                                   By: /s/ Timothy R. McLevish
                                       -------------------------------
                                   Name:  Timothy R. McLevish
                                   Title: Vice President
                                          and Chief Financial Officer



                               EXHIBIT INDEX


 Exhibit   Description
 -------   -----------
    1      Rights Agreement, dated as of November 9, 1996, between The Mead
           Corporation and BankBoston, N.A. (as successor to the First
           National Bank of Boston), as Rights Agent, including the form of
           Rights Certificate as Exhibit A and the Summary of Rights to
           Purchase Common Stock as Exhibit B. Pursuant to the Rights
           Agreement, printed Rights Certificates will not be mailed until
           after the earlier of (i) the tenth day after the Share
           Acquisition Date (ii) the tenth Business Day after the date of
           the commencement of a tender or exchange offer by any person or
           group of affiliated or associated persons, if upon consummation
           thereof, such person or group would be the beneficial owner of
           20% or more of such outstanding Common Shares or (iii) the tenth
           day after the Board of Directors determines that a person is an
           Adverse Person. (Incorporated by reference to Exhibit 1 to the
           Company's Registration Statement on Form 8-A dated November 13,
           1996.)

    2      Certificate of Adjustment dated as of November 1, 1997 made by
           the Mead Corporation in accordance with the Rights Agreement.
           (Incorporated by reference to Exhibit 2 to the Company's
           Registration Statement on Form 8- A/A-1 dated November 3, 1997.)

    3      Amendment No. 1 to the Rights Agreement, dated as of December 7,
           1999, between The Mead Corporation and BankBoston, N.A. (as
           successor to the First National Bank of Boston), as Rights
           Agent. (Incorporated by reference to Exhibit 3 to the Company's
           Registration Statement on Form 8- A/A dated December 15, 1999.)

    4      Amendment No. 2 to the Rights Agreement, dated as of February
           16, 2000, between The Mead Corporation and BankBoston, N.A. (as
           successor to the First National Bank of Boston), as Rights
           Agent.

EX-4

                  AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT


            Amendment No. 2 to the Rights Agreement, dated as of February
16, 2000 (the "Amendment"), by and between The Mead Corporation, an Ohio
corporation (the "Company"), and BankBoston, N.A. (formerly The First
National Bank of Boston), a national banking association organized under
the laws of the United States of America, as Rights Agent (the "Rights
Agent").

            WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement on November 9, 1996 and Amendment No. 1 on December 7, 1999
thereto (collectively, the "Agreement");

            WHEREAS, pursuant to Section 26 of the Agreement, the Company
has determined to modify the terms of the Agreement in certain respects.

            NOW, THEREFORE, in consideration of the promises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement shall be and hereby is amended in
the following manner:

      Section 1.  Amendment of Reservation and Availability of Common Shares.
Section 9(a) of the Agreement is hereby amended in its entirety to read as
follows:

      "The Company covenants and agrees that from after the time that the
      Rights first become exercisable and except as provided in Section
      11(a)(iii) or in the following sentence, the Company will cause to be
      reserved and kept available for issuance upon exercise of the Rights
      out of its authorized and unissued Common Shares or Common Shares
      held in its treasury, all Common Shares which are not reserved for
      other purposes. The foregoing notwithstanding, if at the time the
      Rights first become exercisable (other than as a result of a
      Triggering Event), the sum of the number of authorized, but unissued
      Common Shares and the number of Common Shares held in treasury
      (including for this purpose the number of authorized, but unissued
      shares or treasury shares reserved for issuance upon exercise of the
      Rights) minus the number of Common Shares (whether authorized, but
      unissued shares or treasury shares) reserved for issuance for
      purposes other than upon exercise of the Rights is not sufficient to
      permit the exercise in full of the Rights for Common Shares, each
      Right shall thereafter be exercisable for a fraction of a Common
      Share and such other consideration designated by the Board of
      Directors of the Company which the Board of Directors of the Company
      has determined, based on the advice of a nationally recognized investment
      banking firm selected by the Board of Directors of the Company, to
      have a value equal to the Common Share (or fraction thereof) for
      which the Right may otherwise have been exercisable. Common Shares
      shall not be deemed reserved hereunder and, as such, unavailable for
      other purposes, unless and until the Rights first become exercisable.
      The provisions of this Section 9(a) shall be interpreted in a manner
      consistent with Section 11(a)(iii)".

      Section 2. Amendment of Appointment of Rights Agent.  Section 2 of the
Agreement is hereby amended by inserting the following which appears at the
end thereof:

      ", upon ten (10) days' prior written notice to the Rights Agent. The
      Rights Agent shall have no duty to supervise, and shall in no event
      be liable for, the acts or omissions of any such co-Rights Agent".

      Section 3. Amendment of Concerning the Rights Agent. Section 18 is
hereby amended by inserting the word "gross" in front of the words
"negligence, bad faith or willful misconduct" in the tenth line of Section
18.

      Section 4. Amendment of Duties of Rights Agent. Section 20(c) is
hereby amended by inserting the word "gross" in front of the words
"negligence, bad faith or willful misconduct" in the second line of Section
20.

      Section 5. Changing the Name of Rights Agent.  All references in the
Agreement to "The First National Bank of Boston" are hereby amended to read
"BankBoston, N. A."

      Section 6. "Agreement" as Amended. The term "Agreement" as used in
the Agreement shall be deemed to refer to the Agreement as amended hereby,
and all references to the Agreement shall be deemed to include this
Amendment.

      Section 7. Effectiveness. This Amendment shall be effective as of the
date first written above, and except as set forth herein, the Agreement
shall remain in full force and effect and otherwise shall be unaffected
hereby.

      Section 8. Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the date first written
above.



                              THE MEAD CORPORATION


                              By:    /s/ Timothy R. McLevish
                                 --------------------------------------
                              Name: Timothy R. McLevish
                              Title:Vice President and CFO




                              BANKBOSTON, N.A.


                              By: /s/ Tyler H. Hanes
                                 --------------------------------------
                              Name: Tyler H. Hanes
                              Title:Director, Client Services