8-A12B/A

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549



                                 FORM 8-A/A

                              AMENDMENT NO. 2

             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
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(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)

                                              
If this form relates to the registration of a      If this form relates to the registration of
class of securities pursuant to Section 12(b)      a class of securities pursuant to Section
of the Exchange Act and is effective pursuant      12(g) of the Exchange Act and is effective
to General Instruction A.(c), please               pursuant to General Instruction
check the following                                A.(d), 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 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 included as Exhibit 3 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 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 and 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.

     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. 1 is attached hereto as Exhibit 3 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.


                                 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: December 15, 1999      THE MEAD CORPORATION


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



                               EXHIBIT INDEX
                               -------------



 Exhibit   Description                                             Page
 -------   -----------                                             ----

     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.

EX-99

                   AMENDMENT NO. 1 TO THE RIGHTS AGREEMEN


           Amendment No. 1 to the Rights Agreement, dated as of December 7,
 1999 (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, on November 9, 1996 the Company and the Rights Agent
 entered into a Rights Agreement (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 Redemption and Termination Section.  The last
 sentence of Section 23(a) of the Agreement is hereby amended by deleting
 the clause reference "(i)" and by deleting the following which appears at
 the end thereof:

      "or (ii) for a period of one hundred and eighty (180) days following
      the effectiveness of an election in which (A) a majority of the Board
      of Directors of the Company were elected by shareholder action by
      written consent or (B) a majority of the Board of Directors of the
      Company elected at a meeting of Shareholders were not nominated by the
      Board of Directors in office immediately prior to such meeting, if
      such redemption is reasonably likely to have the purpose or effect of
      allowing any Person to become an Acquiring Person or otherwise
      facilitating the occurrence of a Triggering Event or a transaction
      with an Acquiring Person".

      Section 2.  Amendment of Form of Rights Certificate.   The last
 sentence of the sixth paragraph of Exhibit A to the Agreement is hereby
 amended by deleting the clause reference "(i)" and the following which
 appears at the end thereof:

      "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".

      Section 3.  Amendment of Summary of Rights to Purchase Common Stock.
 The last sentence of the tenth paragraph of Exhibit B to the Agreement is
 hereby amended by deleting the clause reference "(i)" and the following
 which appears at the end thereof:

      "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".

      Section 4.  Amendment of Notices Section.  The name of The Rights
 Agent is hereby amended by deleting the reference to "The First National
 Bank of Boston c/o Boston EquiServe, L.P." and the name "BankBoston, N.A.
 c/o EquiServe Limited Partnership" is inserted.

      Section 5.  "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 6.  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 7.  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


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


                          BANKBOSTON, N.A.


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