ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND
EXCHANGE COMMISSION ON MARCH 31, 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 1989 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
<PAGE>2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share<F2> price<F2> fee
Capital
Stock, par 4,800,000<F1> $53.56 $257,088,000 $88,652
value $1.25
per share
[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 1989 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 proposal 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 March 28, 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.*
23.1 Consent of Independent Accountants.*
23.2 Consent of Counsel (included in Exhibit
5.1).
24.1 Powers of Attorney.*
___________
*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 City of Armonk, State of
New York, on March 31, 1994.
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
By /s/ LAWRENCE A. ZIMMERMAN
__________________________
Lawrence A. Zimmerman
Vice President and
Controller
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 31st day of March 1994.
Signatures Title
* Chairman of the Board and
____________________________ Chief Executive Officer
Louis V. Gerstner, Jr. (Principal Executive Officer)
* Senior Vice President and
_____________________________ Chief Financial Officer
Jerome B. York (Principal Financial Officer)
<PAGE>8
* Vice President and Controller
_____________________________ (Principal Accounting
Lawrence A. Zimmerman Officer)
* Director
______________________________
Harold Brown
* Director
______________________________
James E. Burke
* Director
______________________________
Thomas F. Frist, Jr.
* Director
______________________________
Fritz Gerber
* Director
______________________________
Judith Richards Hope
* Director
______________________________
Nannerl O. Keohane
* Director
______________________________
Thomas S. Murphy
* Director
______________________________
John R. Opel
* 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.*
23.1 Consent of Independent
Accountants.*
23.2 Consent of Counsel (included in
Exhibit 5.1).
24.1 Powers of Attorney.*
____________
*Filed electronically herewith.
<PAGE>10
EXHIBIT 5.1
INTERNATIONAL BUSINESS MACHINES CORPORATION
March 31, 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
4,800,000 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 1989
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.
PRICE WATERHOUSE
153 East 53rd Street
New York, NY 10022
March 31, 1994
<PAGE>13
EXHIBIT 24.1(a)
POWER OF ATTORNEY
OF IBM DIRECTOR AND OFFICER
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned director and officer 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 4,800,000 shares of IBM capital stock
issuable under the IBM 1989 Long-Term Performance Plan,
hereby constitute and appoint 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 31st day of March
1994.
/s/ Louis V. Gerstner, Jr.
_______________________
<PAGE>14
EXHIBIT 24.1(b)
POWER OF ATTORNEY
OF IBM OFFICER
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned officer 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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint 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 31st day of March
1994.
/s/ Jerome B. York
_______________________
<PAGE>15
EXHIBIT 24.1(c)
POWER OF ATTORNEY
OF IBM OFFICER
KNOW ALL PERSONS BY THESE PRESENTS, that I, the
undersigned officer 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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint Jerome B. York 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 31st day of March
1994.
/s/ Lawrence A. Zimmerman
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Harold Brown
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ James E. Burke
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Thomas F. Frist, Jr.
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Fritz Gerber
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Judith Richards Hope
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Nannerl O. Keohane
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Thomas S. Murphy
_______________________
<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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ John R. Opel
_______________________
<PAGE>24
EXHIBIT 24.1(l)
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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ John B. Slaughter
_______________________
<PAGE>25
EXHIBIT 24.1(m)
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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ L. C. van Wachem
_______________________
<PAGE>26
EXHIBIT 24.1(n)
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
4,800,000 shares of IBM capital stock issuable under the IBM
1989 Long-Term Performance Plan, hereby constitute and
appoint John F. Akers, Frank A. Metz, Jr., Robert Ripp,
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 24th day of
November, 1992.
/s/ Edgar S. Woolard, Jr.
_______________________
