WESTVACO CORP
8-A12B/A, 1996-11-14
PAPER MILLS
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                         UNITED STATES 
               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
                                
                                
                      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, New York   10171
            (Address of principal executive offices)
                                
                 Telephone Number 212-688-5000
                (Registrants's telephone number)
                                
                                
  Securities to be registered pursuant to Section 12(b) of the Act:

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


    Preferred Stock Purchase Rights         New York Stock Exchange
                                            Chicago Stock Exchange
                                            Pacific Stock Exchange


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

                              None
                        (Title of Class)


  The undersigned registrant hereby amends its Registration
  Statement on Form 8 dated December 7, 1987, as amended on
  November 10, 1988 and October 24, 1989, as follows:
  
  Item 1.    Description of Securities To Be Registered.
  
On October 2, 1995, a three-for-two split of the Common Stock of
the Company was effected in the form of a 50% stock dividend to
shareholders of record on September 1, 1995.   As a result of
such stock dividend, an adjustment was made with respect to the
Rights in accordance with the terms and provisions of the Rights
Agreement.   A copy of the certificate of adjustment (the
"Certificate of Adjustment") delivered to the Rights Agent
pursuant to Section 12 of the Rights Agreement, setting forth
such adjustments, is attached hereto as Exhibit 5 and is
incorporated herein by reference.


Item 2. Exhibits.

        5.   Certificate of Adjustment dated   November 11, 1996,
             delivered to The Bank of New York, as Rights Agent.



                           SIGNATURE
                                
Pursuant to the 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, thereunto duly authorized.


Dated:   November 11, 1996
                                
                                
                                
                      WESTVACO CORPORATION
                                
                                
                              BY:
                                
                                
                      John W. Hetherington
             Vice President and Corporate Secretary
                                


                          EXHIBIT LIST                            
   
          
                                                              
                                                               Page No.
5.   Certificate of Adjustment dated November 11, 1996,
     delivered to the Bank of New York, as Rights Agent.

        

                              
                 CERTIFICATE OF ADJUSTMENT
                              
  
  Pursuant to Section 12 of the Rights Agreement (the
  "Rights Agreement"), dated as of November 24, 1987, as
  amended as of October 25, 1988 and as of October 24,
  1989, between Westvaco Corporation (the "Company") and The
  Bank of New York, as Rights Agent, the Company hereby
  certifies as follows:
  
  On October 2, 1995, a three-for-two split of the
  Company's Common Stock par value $5.00 per share (the
  "Common Stock") was effected in the form of a 50% stock
  dividend to shareholders of record on September 1, 1995.
  
  Pursuant to Section 11(p) of the Rights Agreement,
  effective as of October 2, 1995, the number of Rights
  with respect to each share of Common Stock is adjusted
  from 1 (one) to 2/3rds (two-thirds).
  
  
  
  Dated this 11th day of November, 1996.
  
  
                        WESTVACO CORPORATION
  
  
  
                              By:                                 
                        
       
                           John W. Hetherington
                    Vice President and Corporate Secretary
         
 


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