ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND
EXCHANGE COMMISSION ON MAY 24, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of Registrant as specified in its charter)
New York 13-0871985
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Armonk, New York 10504
(Address of principal executive offices, including zip code)
IBM 1994 LONG-TERM PERFORMANCE PLAN
(Full title of the plan)
JOHN E. HICKEY
Secretary
International Business Machines Corporation
Armonk, New York 10504
(914) 765-1900
(Name, address and telephone number, including area code, of
agent for service)
Copies to:
Robert Rosenman
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
<PAGE>2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
Title of offering maximum
securities price aggregate Amount of
to be Amount to be per offering registration
registered registered share<F2> price<F2> fee
<C> <C> <C> <C> <C>
Capital 29,105,600<F1> $60.06 $1,748,082,336 $602,791
Stock, par
value
$1.25 per
share
</TABLE>
[FN]
<F1> There are also registered an indeterminate number of
additional shares of Capital Stock which may be
necessary to adjust the number of shares for issuance
pursuant to the IBM 1994 Long-Term Performance Plan as
the result of any future stock split, stock dividend or
similar adjustment to the outstanding Capital Stock.
<F2> Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(h) and Rule
457(c), the proposed maximum offering price per share
and the registration fee are based on the reported
average of the high and low prices for IBM Capital
Stock on the New York Stock Exchange on May 17, 1994.
<PAGE>3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been
filed by International Business Machines Corporation (the
"Registrant") (File No. 1-2360) with the Securities and
Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference herein and shall be deemed to be a
part hereof:
(a) The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993.
(b) All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year ended December 31,
1993.
(c) The description of the Registrant's Capital
Stock contained in a registration statement filed under
the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold
or which deregisters all securities covered hereby then
remaining unsold shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from their respective dates of filing (such
documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
<PAGE>4
Item 5. Interests of Named Experts and Counsel.
The legality of the Capital Stock offered pursuant
to this Registration Statement has been passed upon for the
Registrant by Robert S. Stone, Associate General Counsel of
the Registrant. Mr. Stone owns, and has options to
purchase, Capital Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Article 7 of the New York Business Corporation Law
and the Registrant's Restated Certificate of Incorporation
and By-Laws contain detailed provisions for indemnification
of directors and officers of New York corporations against
expenses, judgments, fines and settlements in connection
with litigation.
The Registrant's Directors' and Officers'
Liability Insurance Policy provides for indemnification of
the directors and officers of the Registrant against certain
liabilities.
<PAGE>5
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Robert S. Stone, Esq.<F3>
23.1 Consent of Independent Accountants.<F3>
23.2 Consent of Counsel (included in Exhibit
5.1).
24.1 Powers of Attorney.<F3>
____________
[FN]
<F3> Filed electronically herewith.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
<PAGE>6
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefits plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>7
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of North Castle,
State of New York, on May 24, 1994.
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
By:
/s/ John E. Hickey
John E. Hickey
Secretary
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below
by the following persons in the capacities indicated and on
the 24th day of May, 1994.
Signatures Title
* Chairman of the Board,
Louis V. Gerstner, Jr. Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Jerome B. York Senior Vice President and
Jerome B. York Chief Financial Officer
(Principal Financial Officer)
/s/ Richard F. Wallman Controller (Principal
Richard F. Wallman Accounting Officer)
* Director
Harold Brown
* Director
James E. Burke
<PAGE>8
* Director
Fritz Gerber
* Director
Nannerl O. Keohane
* Director
Charles F. Knight
* Director
Thomas S. Murphy
* Vice Chairman of the Board
Paul J. Rizzo and Director
* Director
John B. Slaughter
* Director
L. C. van Wachem
* Director
Edgar S. Woolard, Jr.
*By: /s/ John E. Hickey
John E. Hickey
Attorney-in-Fact
<PAGE>9
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
5.1 Opinion of Robert S. Stone,
Esq.<F4>
23.1 Consent of Independent
Accountants.<F4>
23.2 Consent of Counsel (included in
Exhibit 5.1).
24.1 Powers of Attorney.<F4>
____________
[FN]
<F4> Filed electronically herewith.
<PAGE>10
EXHIBIT 5.1
INTERNATIONAL BUSINESS MACHINES CORPORATION
May 24, 1994
International Business Machines Corporation
One Old Orchard Road
Armonk, New York 10504
Dear Sirs:
I am Associate General Counsel of International
Business Machines Corporation, a New York corporation (the
"Company"), and am familiar with the Registration Statement
on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), which you are filing
with the Securities and Exchange Commission, and the
29,105,600 shares of Capital Stock, par value $1.25 per
share, of the Company (the "Shares") being registered
thereunder, which are to be issued pursuant to the IBM 1994
Long-Term Performance Plan (the "Plan").
I have reviewed originals or copies certified or
otherwise identified to my satisfaction of the Registration
Statement and such other documents, corporate records and
other instruments as I have deemed necessary or appropriate
to enable me to render the opinions set forth below.
Based upon the foregoing, I am of opinion that
upon the due execution by the Corporation and the
registration by its registrars of the Shares and the
issuance and delivery thereof by the Corporation in
accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
<PAGE>11
I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement. In giving such
consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Robert S. Stone
Robert S. Stone
Associate General Counsel
8N
<PAGE>12
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our
report dated February 16, 1994, which appears on page 19 of
the 1993 Annual Report to Stockholders of International
Business Machines Corporation, which is incorporated by
reference in International Business Machines Corporation's
Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which
appears on page 7 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE
153 East 53rd Street
New York, NY 10022
May 24, 1994
<PAGE>13
EXHIBIT 24.1(a)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Louis V. Gerstner, Jr.
_________________________
<PAGE>14
EXHIBIT 24.1(b)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Harold Brown
_________________________
<PAGE>15
EXHIBIT 24.1(c)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ James E. Burke
_________________________
<PAGE>16
EXHIBIT 24.1(d)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Fritz Gerber
_________________________
<PAGE>17
EXHIBIT 24.1(e)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Nannerl O. Keohane
_________________________
<PAGE>18
EXHIBIT 24.1(f)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Charles F. Knight
_________________________
<PAGE>19
EXHIBIT 24.1(g)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Thomas S. Murphy
_________________________
<PAGE>20
EXHIBIT 24.1(h)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Paul J. Rizzo
_________________________
<PAGE>21
EXHIBIT 24.1(i)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ John B. Slaughter
_________________________
<PAGE>22
EXHIBIT 24.1(j)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ L. C. Van Wachem
_________________________
<PAGE>23
EXHIBIT 24.1(k)
POWER OF ATTORNEY
OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director of International Business Machines
Corporation, a New York corporation ("the Corporation"),
which may file from time to time with the Securities and
Exchange Commission ("the SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933, Registration
Statements on Form S-8, or other appropriate Form, for up to
29,105,600 shares of IBM capital stock issuable under the
IBM 1994 Long-Term Performance Plan, hereby constitute and
appoint Louis V. Gerstner, Jr., Jerome B. York, Frederick W.
Zuckerman, Lawrence A. Zimmerman and John E. Hickey, and
each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the
others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements
(which Registration Statements may constitute post-effective
amendments to registration statements previously filed with
the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration
Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in
connection therewith, with the SEC, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have
executed this Power of Attorney as of this 25th day of
April, 1994.
/s/ Edgar S. Woolard, Jr.
_________________________
