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             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
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                       SCHEDULE 14D-1
             Tender Offer Statement Pursuant to
                      Section 14(d)(1)
           of the Securities Exchange Act of 1934
                     (Amendment No. 5)
                   ---------------------

               Lotus Development Corporation
                 (Name of Subject Company)

                  White Acquisition Corp.
        International Business Machines Corporation
                         (Bidders)

           Common Stock, Par Value $.01 Per Share
 (Including the Associated Preferred Share Purchase Rights)
               (Title of Class of Securities)
                         545700106
           (CUSIP Number of Class of Securities)
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                Lawrence R. Ricciardi, Esq.
        International Business Machines Corporation
                      Old Orchard Road
                      Armonk, NY 10504
                       (914) 765-1900
(Name, Address and Telephone Number of Persons Authorized to
  Receive Notices and Communications on Behalf of Bidders)
                   ---------------------

                          Copy to:

                   Allen Finkelson, Esq.
                  Cravath, Swaine & Moore
                      Worldwide Plaza
                     825 Eighth Avenue
                     New York, NY 10019
                       (212) 474-1000

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          White Acquisition Corp. hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1
(the "Statement"), originally filed on June 6, 1995, as
amended by Amendments No. 1, 2, 3 and 4, with respect to its
offer to purchase all outstanding shares of Common Stock,
par value $.01 per share, of Lotus Development Corporation,
a Delaware corporation, together with the associated
preferred share purchase rights, to add International
Business Machines Corporation ("IBM") as a "bidder"
thereunder. Unless the context otherwise requires, all
information contained in the Statement, as amended, about or
relating to IBM shall be deemed to have been provided by and
relating to IBM in its capacity as a "bidder" on whose
behalf the tender offer is being made. Capitalized terms not
defined herein have the meanings assigned thereto in the
Statement.









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                         SIGNATURE

          After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated:  June 28, 1995


                          WHITE ACQUISITION CORP.

                          By: /s/ Lee A. Dayton
                              ---------------------------
                              Name:  Lee A. Dayton
                              Title: President


                          INTERNATIONAL BUSINESS
                          MACHINES CORPORATION


                          By: /s/ John E. Hickey
                              ---------------------------
                              Name:  John E. Hickey
                              Title: Vice President, Secretary
                                     and Associate General Counsel