<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-27669
SUPPLEMENT NO. 1 TO
PROSPECTUS DATED MAY 22, 1997
INTERNATIONAL BUSINESS MACHINES CORPORATION
CAPITAL STOCK
The Prospectus dated May 22, 1997 is hereby supplemented by the addition
of the following information under the caption "SELLING SHAREHOLDERS."
Set forth below are all of the shares that each selling shareholder
currently owns, or which each selling shareholder may own, either upon the
release of the shares from escrow or upon the distribution of the shares for no
value or transfer from any of the selling shareholders listed in the Prospectus
dated May 22, 1997:
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<TABLE>
<CAPTION>
Selling Shareholder Shares Beneficially Shares Being Shares Beneficially
Owned Prior to the Offered Owned After the
Offering(1) Offering(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lucent Technologies
Foundation 8,294(3) 8,294 0
Gerald Forsyth 0 8(4) 0
Sam Levin 0 8(4) 0
Regis McKenna 0 74(4) 0
Shanon Pestrong 0 8(4) 0
Martin Gannholm 0 64(4) 0
Catherine Povesjil 0 52(4) 0
Saloni Sarin 0 36(4) 0
Bobbie Oglesby 0 64(4) 0
James Redfern 0 40(4) 0
Frederick Scherrer 1,000 100(4)(5) 1,000
Tom Virden 0 66(4) 0
Sergei Prutkin 0 66(4) 0
</TABLE>
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(1) Assumes that all of the shares held by the selling shareholders and being
offered under this Prospectus Supplement are sold, and that the selling
shareholders acquire no additional shares of capital stock before the
completion of this offering. Each selling shareholder owns less than 1% of the
total number of shares of capital stock outstanding.
(2) Assumes no other acquisition of shares of capital stock after the date of
this Prospectus Supplement.
(3) Lucent Technologies Foundation will become the beneficial owner of these
shares upon their transfer from Lucent Technologies Ventures Inc., which may or
may not happen. Lucent Technologies Ventures Inc. has received or may receive
the shares in a distribution from Venture Fund I, L.P. These shares include
2,394 shares being held in escrow for Venture Fund I, L.P. under an Escrow
Agreement dated as of April 11, 1997, which may be used to indemnify IBM
against certain claims relating to the merger.
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(4) Each of these individuals will become the beneficial owner of these shares
upon the distribution of the shares from Rae Technology LLC to them, which may
or may not happen.
(5) These shares are in addition to Mr. Scherrer's shares which are listed in
the Prospectus dated May 22, 1997.
