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<SEC-DOCUMENT>0000912057-02-018903.txt : 20020507
<SEC-HEADER>0000912057-02-018903.hdr.sgml : 20020507
ACCESSION NUMBER:		0000912057-02-018903
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20020507
EFFECTIVENESS DATE:		20020507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERNATIONAL BUSINESS MACHINES CORP
		CENTRAL INDEX KEY:			0000051143
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER & OFFICE EQUIPMENT [3570]
		IRS NUMBER:				130871985
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-87708
		FILM NUMBER:		02636400

	BUSINESS ADDRESS:	
		STREET 1:		1 NEW ORCHARD ROAD
		CITY:			ARMONK
		STATE:			NY
		ZIP:			10504-
		BUSINESS PHONE:		9144991900

	MAIL ADDRESS:	
		STREET 1:		ONE NEW ORCHARD RD
		CITY:			ARMONK
		STATE:			NY
		ZIP:			10504
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2070149zs-8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<Page>

              As Filed with the Securities and Exchange Commission
                              Registration No. 333-

                       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 jurisdiction               I.R.S. Employer
      of incorporation or organization)          Identification No.)


                                New Orchard Road
                             ARMONK, NEW YORK 10504
                    (Address of Principal Executive Offices)

                       IBM 2001 LONG-TERM PERFORMANCE PLAN
                       -----------------------------------
                            (Full Title of the Plan)

                              Andrew Bonzani, Esq.
                Assistant Secretary and Associate General Counsel
                   International Business Machines Corporation
                                New Orchard Road
                             Armonk, New York 10504
                             ----------------------
                     (Name and Address of Agent For Service)

                                 (914) 499-1900
                                 --------------
          TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>

Title of
Each Class            Amount           Proposed Maximum    Proposed Maximum
of Securities         to be            Offering Price      Aggregate            Amount of
to be Registered      Registered       Per Unit            Offering Price       Registration Fee
- ------------------------------------------------------------------------------------------------
<S>                   <C>               <C>               <C>                      <C>
IBM Common Stock
$0.20 par value       112,882,869       $78.935**         $8,910,409,264.52**      $819,757.66
- ------------------------------------------------------------------------------------------------
</Table>



** Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 (c) and (h) under the Securities Act of 1933 on the
basis of the highest and lowest prices of IBM Common Stock reported on the New
York Stock Exchange Composite Tape on May 6, 2002.

<Page>

Pursuant to Rule 416 under the Securities Act of 1933, to the extent additional
shares of IBM Common Stock may be issued or issuable as a result of a stock
split or other distribution declared at any time by the Board of Directors while
this registration statement is in effect, this registration statement is hereby
deemed to cover all of such additional common stock.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference herein and shall be deemed a part
hereof:

(a) The Annual Report of International Business Machines Corporation ("IBM") on
Form 10-K for the fiscal year ended December 31, 2001, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

(b) All other reports filed by IBM pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2001.

(c) The description of IBM's common stock, contained in IBM's registration
statements filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating any such description.

All documents filed by IBM 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein 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 document which also is or is deemed to be
incorporated by reference herein 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.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the IBM common stock, par value $.20 per share, offered hereby
has been passed upon by Andrew Bonzani, Assistant Secretary and Associate
General Counsel of IBM. As of the date hereof, Mr. Bonzani beneficially owns
shares of IBM common stock, par value $.20 per share, and options to purchase
shares of IBM common stock, par value $.20 per share.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-Laws of IBM (Article VI, Section 6) provide the following:

The Corporation shall, to the fullest extent permitted by applicable law as in
effect at any time, indemnify any person made, or threatened to be made, a party
to an action or proceeding whether civil or criminal (including an action or
proceeding by or in the right of the Corporation or any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, for which any director or officer of
the Corporation served in any capacity at the request of the Corporation), by
reason of the fact that such person or such person's testator or intestate was a
director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein. Such
indemnification shall be a contract right and shall include the right to be paid
advances of any expenses incurred by such person in connection with such action,
suit or proceeding, consistent with the provisions of applicable law in effect
at any time. Indemnification shall be deemed to be `permitted' within the
meaning of the first sentence hereof if it is not expressly prohibited by
applicable law as in effect at the time.

The Certificate of Incorporation of IBM (Article Eleven) provides the following:

Pursuant to Section 402(b) of the Business Corporation Law of the State of New
York, the liability of the Corporation's directors to the Corporation or its
stockholders for damages for breach of duty as a director shall be eliminated to
the fullest extent permitted by the Business Corporation Law of the State of New
York, as it exists on the date hereof or as it may hereafter be amended. No
amendment to or repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

<Page>

With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor, if such director or officer acted in good faith and in a
manner he reasonably believed to be in or, in certain cases not opposed to such
corporation's interest and additionally, in criminal actions, had no reasonable
cause to believe his conduct was unlawful.

In addition, IBM maintains directors' and officers' liability insurance
policies.



       Item 8.  Exhibits.

       Exhibit
       Number                     Description
       ------                     ------------
       4         IBM 2001 Long-Term Performance Plan

       5         Opinion of Andrew Bonzani, Esq.,
                 Assistant Secretary and Associate General Counsel of IBM

       23.1      Consent of Independent Accountants

       23.2      Consent of Counsel (included in Exhibit 5)

       24        Powers of Attorney



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 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;

(2) that, for the purpose of determining any liability under the Securities Act
of 1933, 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; and

(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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
of 1933 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
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                   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

<Page>

Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, the undersigned, thereunto duly authorized, in the
town of North Castle, State of New York, on the 7th day of May 2002.


                   INTERNATIONAL BUSINESS MACHINES CORPORATION



                          BY: /S/ ANDREW BONZANI
                          -------------------------------
                          (ANDREW BONZANI, ESQ., ASSISTANT
                           SECRETARY AND ASSOCIATE GENERAL
                           COUNSEL)



Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 7th day of May 2002.



            Signature                            Title
            ---------                            -----

                         *
            ----------------------     President and Chief Executive Officer
            Samuel J. Palmisano


                         *
            ----------------------     Senior Vice President and Chief Financial
            John R. Joyce              Officer (Principal Financial Officer)


                         *
            ----------------------     Vice President and Controller
            Robert F. Woods


                         *
            ----------------------     Chairman of the Board of Directors
            Louis V. Gerstner, Jr.


                         *
            ----------------------     Vice Chairman of the Board of
            John M. Thompson           Directors


                         *
            ----------------------     Director
            Cathleen Black


                         *
            ---------------------     Director
            Nannerl O. Keohane


                         *
            ----------------------     Director
            Charles F. Knight


                         *
            ----------------------     Director
            Minoru Makihara


<Page>


                         *
            ----------------------     Director
            Lucio A. Noto


                         *
            ----------------------     Director
            John B. Slaughter

                         *
            ----------------------     Director
            Sidney Taurel

                         *
            ----------------------     Director
            Charles M. Vest











*The undersigned, by signing his name hereto, does hereby execute this
Registration Statement pursuant to powers of attorney filed as exhibits to this
Registration Statement.





                           BY: /S/ ANDREW BONZANI
                              ---------------------------
                              ANDREW BONZANI, ESQ.
                              ATTORNEY-IN-FACT



                                  EXHIBIT INDEX

EXHIBIT NO.



       4            IBM 2001 Long-Term Performance Plan.

       5            Opinion of Andrew Bonzani, Esq., Assistant
                    Secretary and Associate General Counsel

<Page>


       23.1         Consent of Independent Accountants

       23.2         Consent of Counsel (included in Exhibit 5)

       24           Powers of Attorney

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a2070149zex-4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
<Page>

                                                                       EXHIBIT 4

                       IBM 2001 LONG-TERM PERFORMANCE PLAN

1. Objectives.

The IBM 2001 Long-Term Performance Plan (the "Plan") is designed to attract,
motivate and retain selected employees of, and other individuals providing
services to, the Company. These objectives are accomplished by making long-term
incentive and other awards under the Plan, thereby providing Participants with a
proprietary interest in the growth and performance of the Company.

2. Definitions.

(a) "Awards"--The grant of any form of stock option, stock appreciation right,
stock or cash award, whether granted singly, in combination or in tandem, to a
Participant pursuant to such terms, conditions, performance requirements,
limitations and restrictions as the Committee may establish in order to fulfill
the objectives of the Plan.

(b) "Award Agreement"--An agreement between the Company and a Participant that
sets forth the terms, conditions, performance requirements, limitations and
restrictions applicable to an Award.

(c) "Board"--The Board of Directors of International Business Machines
Corporation ("IBM").

(d) "Capital Stock" or "stock"--Authorized and issued or unissued Capital Stock
of IBM, at such par value as may be established from time to time.

(e) "Code"--The Internal Revenue Code of 1986, as amended from time to time.

(f) "Committee"--The committee designated by the Board to administer the Plan.

(g) "Company"--IBM and its affiliates and subsidiaries including subsidiaries of
subsidiaries and partnerships and other business ventures in which IBM has an
equity interest.

(h) "Fair Market Value"--The average of the high and low prices of Capital Stock
on the New York Stock Exchange for the date in question, provided that, if no
sales of Capital Stock were made on said exchange on that date, the average of
the high and low prices of Capital Stock as reported for the most recent
preceding day on which sales of Capital Stock were made on said exchange.

(i) "Participant"--An individual to whom an Award has been made under the Plan.
Awards may be made to any employee of, or any other individual providing
services to, the Company. However, incentive stock options may be granted only
to individuals who are employed by IBM or by a subsidiary corporation (within
the meaning of section 424(f) of the Code) of IBM, including a subsidiary that
becomes such after the adoption of the Plan.

(j) "Performance Period"--A multi-year period of no more than five consecutive
calendar years over which one or more of the performance criteria listed in
Section 6 shall be measured pursuant to the grant of Long-Term Performance
Incentive Awards (whether such Awards take the form of stock, stock units or
equivalents or cash). Performance Periods may overlap one another, but no
two Performance Periods may consist solely of the same calendar years.

3. Capital Stock Available for Awards.

The number of shares that may be issued under the Plan for Awards granted wholly
or partly in stock during the term of the Plan is 112,882,869. Shares of Capital
Stock may be made available from the authorized but unissued shares of the
Company or from shares held in the Company's treasury and not reserved for some
other purpose. For purposes of determining the number of shares of Capital Stock
issued under the Plan, no shares shall be deemed issued until they are actually
delivered to a Participant, or such other person in accordance with Section 10.
Shares covered by Awards that either wholly or in part are not earned, or that
expire or are forfeited, terminated, canceled, settled in cash, payable solely
in cash or exchanged for other awards, shall be available for future issuance
under Awards. Further, shares tendered to or withheld by the Company in
connection with the exercise of stock options, or the payment of tax withholding
on any Award, shall also be available for future issuance under Awards.

4. Administration.

The Plan shall be administered by the Committee, which shall have full power to
select Participants, to interpret the Plan, to grant waivers of Award
restrictions, to continue, accelerate or suspend exercisability, vesting or
payment of

<Page>

an Award and to adopt such rules, regulations and guidelines for carrying out
the Plan as it may deem necessary or proper. These powers include, but are not
limited to, the adoption of modifications, amendments, procedures, subplans and
the like as necessary to comply with provisions of the laws and regulations of
the countries in which the Company operates in order to assure the viability of
Awards granted under the Plan and to enable Participants regardless of where
employed to receive advantages and benefits under the Plan and such laws and
regulations.

5. Delegation of Authority.

The Committee may delegate to officers of the Company its duties, power and
authority under the Plan pursuant to such conditions or limitations as the
Committee may establish.

6. Awards.

The Committee shall determine the type or types of Award(s) to be made to each
Participant and shall set forth in the related Award Agreement the terms,
conditions, performance requirements, and limitations applicable to each Award.
Awards may include but are not limited to those listed in this Section 6. Awards
may be granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement or payment of, or as alternatives
to, grants, rights or compensation earned under any other plan of the Company,
including the plan of any acquired entity.

(a) Stock Option--A grant of a right to purchase a specified number of shares of
Capital Stock the exercise price of which shall be not less than 100% of Fair
Market Value on the date of grant of such right, as determined by the Committee,
provided that, in the case of a stock option granted retroactively in tandem
with or as substitution for another award granted under any plan of the Company,
the exercise price may be the same as the purchase or designated price of such
other award. A stock option may be in the form of an incentive stock option
("ISO") which, in addition to being subject to applicable terms, conditions and
limitations established by the Committee, complies with section 422 of the Code.
The number of shares of stock that shall be available for issuance under ISOs
granted under the Plan is limited to twenty million.

(b) Stock Appreciation Right--A right to receive a payment, in cash and/or
Capital Stock, equal in value to the excess of the Fair Market Value of a
specified number of shares of Capital Stock on the date the stock appreciation
right (SAR) is exercised over the grant price of the SAR, which shall not be
less than 100% of the Fair Market Value on the date of grant of such SAR, as
determined by the Committee, provided that, in the case of a SAR granted
retroactively in tandem with or as substitution for another award granted under
any plan of the Company, the grant price may be the same as the exercise or
designated price of such other award.

(c) Stock Award--An Award made in stock and denominated in units of stock. The
maximum number of shares of Capital Stock that may be issued under Stock Awards
shall not exceed 20% of the aggregate number of shares available for issuance
under Awards. All or part of any stock award may be subject to conditions
established by the Committee, and set forth in the Award Agreement, which may
include, but are not limited to, continuous service with Company, achievement of
specific business objectives, increases in specified indices, attaining growth
rates, and other comparable measurements of Company performance. An Award made
in stock or denominated in units of stock that is subject to restrictions on
transfer and/or forfeiture provisions may be referred to as an Award of
"Restricted Stock," "Restricted Stock Units" or "Long-Term Incentive Performance
units.

(d) Cash Award--An Award denominated in cash with the eventual payment amount
subject to future service and such other restrictions and conditions as may be
established by the Committee, and as set forth in the Award Agreement,
including, but not limited to, continuous service with the Company, achievement
of specific business objectives, increases in specified indices, attaining
growth rates, and other comparable measurements of Company performance.

7. Payment of Awards.

Payment of Awards may be made in the form of cash, stock or combinations thereof
and may include such restrictions as the Committee shall determine. Further,
with Committee approval, payments may be deferred, either in the form of
installments or as a future lump-sum payment, in accordance with such procedures
as may be established from time to time by the Committee. Any deferred payment,
whether elected by the Participant or specified by the Award Agreement or the
Committee, may require the payment to be forfeited in accordance with the
provisions of Section 13. Dividends or dividend equivalent rights may be
extended to and made part of any Award denominated in stock or units of stock,
subject to such terms, conditions and restrictions as the Committee may
establish. The Committee may

<Page>

also establish rules and procedures for the crediting of interest on deferred
cash payments and dividend equivalents for deferred payments denominated in
stock or units of stock. At the discretion of the Committee, a Participant may
be offered an election to substitute an Award for another Award or Awards of the
same or different type.

8. Stock Option Exercise.

The price at which shares of Capital Stock may be purchased under a stock option
shall be paid in full in cash at the time of the exercise or, if permitted by
the Committee, by means of tendering Capital Stock or surrendering another Award
or any combination thereof. The Committee shall determine acceptable methods of
tendering Capital Stock or other Awards and may impose such conditions on the
use of Capital Stock or other Awards to exercise a stock option as it deems
appropriate.

9. Tax Withholding.

Prior to the payment or settlement of any Award, the Participant must pay, or
make arrangements acceptable to the Company for the payment of, any and all
federal, state and local tax withholding that in the opinion of the Company is
required by law. The Company shall have the right to deduct applicable taxes
from any Award payment and withhold, at the time of delivery or vesting of
shares under the Plan, an appropriate number of shares for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes.

10. Transferability.

No Award shall be transferable or assignable, or payable to or exercisable by,
anyone other than the Participant to whom it was granted, except (i) by law,
will or the laws of descent and distribution, (ii) as a result of the disability
of a Participant or (iii) that the Committee (in the form of an Award Agreement
or otherwise) may permit transfers of Awards by gift or otherwise to a member of
a Participant's immediate family and/or trusts whose beneficiaries are members
of the Participant's immediate family, or to such other persons or entities as
may be approved by the Committee. Notwithstanding the foregoing, in no event
shall ISOs be transferable or assignable other than by will or by the laws of
descent and distribution.

11. Amendment, Modification, Suspension or Discontinuance of the Plan.

The Board may amend, modify, suspend or terminate the Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law.

12. Termination of Employment.

If the employment of a Participant terminates, other than as a result of the
death or disability of a Participant, all unexercised, deferred and unpaid
Awards shall be canceled immediately, unless the Award Agreement provides
otherwise. In the event of the death of a Participant or in the event a
Participant is deemed by the Company to be disabled and eligible for benefits
under the terms of the IBM Long-Term Disability Plan (or any successor plan or
similar plan of another employer), the Participant's estate, beneficiaries or
representative, as the case may be, shall have the rights and duties of the
Participant under the applicable Award Agreement.

13. Cancellation and Rescission of Awards.

(a) Unless the Award Agreement specifies otherwise, the Committee may cancel,
rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid,
or deferred Awards at any time if the Participant is not in compliance with all
applicable provisions of the Award Agreement and the Plan, or if the Participant
engages in any "Detrimental Activity." For purposes of this Section 13,
"Detrimental Activity" shall include: (i) the rendering of services for any
organization or engaging directly or indirectly in any business which is or
becomes competitive with the Company, or which organization or business, or the
rendering of services to such organization or business, is or becomes otherwise
prejudicial to or in conflict with the interests of the Company; (ii) the
disclosure to anyone outside the Company, or the use in other than the Company's
business, without prior written authorization from the Company, of any
confidential information or material, as defined in the Company's Agreement
Regarding Confidential Information and Intellectual Property, relating to the
business of the Company, acquired by the Participant either during or after
employment with the Company; (iii) the failure or refusal to disclose promptly
and to assign to the Company, pursuant to the Company's Agreement Regarding
Confidential Information and Intellectual Property, all right, title and
interest in any invention or idea, patentable or not, made or conceived by the
Participant during employment by the Company,

<Page>

relating in any manner to the actual or anticipated business, research or
development work of the Company or the failure or refusal to do anything
reasonably necessary to enable the Company to secure a patent where appropriate
in the United States and in other countries; (iv) activity that results in
termination of the Participant's employment for cause; (v) a violation of any
rules, policies, procedures or guidelines of the Company, including but not
limited to the Company's Business Conduct Guidelines; (vi) any attempt directly
or indirectly to induce any employee of the Company to be employed or perform
services elsewhere or any attempt directly or indirectly to solicit the trade or
business of any current or prospective customer, supplier or partner of the
Company; (vii) the Participant being convicted of, or entering a guilty plea
with respect to, a crime, whether or not connected with the Company; or (viii)
any other conduct or act determined to be injurious, detrimental or prejudicial
to any interest of the Company.

(b) Upon exercise, payment or delivery pursuant to an Award, the Participant
shall certify in a manner acceptable to the Company that he or she is in
compliance with the terms and conditions of the Plan. In the event a Participant
fails to comply with the provisions of paragraphs (a)(i)-(viii) of this Section
13 prior to, or during the six months after, any exercise, payment or delivery
pursuant to an Award, such exercise, payment or delivery may be rescinded within
two years thereafter. In the event of any such rescission, the Participant shall
pay to the Company the amount of any gain realized or payment received as a
result of the rescinded exercise, payment or delivery, in such manner and on
such terms and conditions as may be required, and the Company shall be entitled
to set-off against the amount of any such gain any amount owed to the
Participant by the Company.

14. Adjustments.

In the event of any change in the outstanding Capital Stock of the Company by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger, or similar event, the Committee may adjust
proportionately: (a) the number of shares of Capital Stock (i) available for
issuance under the Plan, (ii) available for issuance under ISOs, (iii) for which
Awards may be granted to an individual Participant set forth in Section 6, and
(iv) covered by outstanding Awards denominated in stock or units of stock; (b)
the exercise and grant prices related to outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such Awards. In
the event of any other change affecting the Capital Stock or any distribution
(other than normal cash dividends) to holders of Capital Stock, such adjustments
in the number and kind of shares and the exercise, grant and conversion prices
of the affected Awards as may be deemed equitable by the Committee, including
adjustments to avoid fractional shares, shall be made to give proper effect to
such event. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Committee
shall be authorized to cause IBM to issue or assume stock options, whether or
not in a transaction to which section 424(a) of the Code applies, by means of
substitution of new stock options for previously issued stock options or an
assumption of previously issued stock options. In such event, the aggregate
number of shares of Capital Stock available for issuance under Awards under
Section 3, including the individual Participant maximums set forth in Section 6
will be increased to reflect such substitution or assumption.

15. Miscellaneous.

(a) Any notice to the Company required by any of the provisions of the Plan
shall be addressed to the chief human resources officer of IBM in writing, and
shall become effective when it is received.

(b) The Plan shall be unfunded and the Company shall not be required to
establish any special account or fund or to otherwise segregate or encumber
assets to ensure payment of any Award.

(c) Nothing contained in the Plan shall prevent the Company from adopting other
or additional compensation arrangements or plans, subject to shareholder
approval if such approval is required, and such arrangements or plans may be
either generally applicable or applicable only in specific cases.

(d) No Participant shall have any claim or right to be granted an Award under
the Plan and nothing contained in the Plan shall be deemed or be construed to
give any Participant the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Participant at any time
without regard to the effect such discharge may have upon the Participant under
the Plan. Except to the extent otherwise provided in any plan or in an Award
Agreement, no Award under the Plan shall be deemed compensation for purposes of
computing benefits or contributions under any other plan of the Company.

(e) The Plan and each Award Agreement shall be governed by the laws of the
Stateof New York, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction. Unless otherwise provided in the Award
Agreement, recipients of an Award

<Page>

under the Plan are deemed to submit to the exclusive jurisdiction and venue of
the federal or state courts of New York, County of Westchester, to resolve any
and all issues that may arise out of or relate to the Plan or any related Award
Agreement.

(f) In the event that a Participant or the Company brings an action to enforce
the terms of the Plan or any Award Agreement and the Company prevails, the
Participant shall pay all costs and expenses incurred by the Company in
connection with that action, including reasonable attorneys' fees, and all
further costs and fees, including reasonable attorneys' fees incurred by the
Company in connection with collection.

(g) The Committee and any officers to whom it may delegate authority under
Section 5 shall have full power and authority to interpret the Plan and to make
any determinations thereunder, including determinations under Section 13, and
the Committee's or such officer's determinations shall be binding and
conclusive. Determinations made by the Committee or any such officer under the
Plan need not be uniform and may be made selectively among individuals, whether
or not such individuals are similarly situated.

(h) If any provision of the Plan is or becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended or limited in scope to conform to applicable laws
or, in the discretion of the Committee, it shall be stricken and the remainder
of the Plan shall remain in full force and effect.

(i) The Plan shall become effective on the date it is approved by the Board.

Federal Income Tax Consequences

The Company has been advised by counsel that, in general, under the Internal
Revenue Code, as presently in effect, a Participant will not be deemed to
recognize any income for federal income tax purposes at the time an option or
SAR is granted or a restricted stock award is made, nor will the Company be
entitled to a tax deduction at that time. However, when any part of an option or
SAR is exercised, when restrictions on restricted stock lapse, or when an
unrestricted stock award is made, the federal income tax consequences may be
summarized as follows:

1. In the case of an exercise of a stock option other than an ISO, the optionee
will generally recognize ordinary income in an amount equal to the excess of the
fair market value of the shares on the exercise date over the option price.

2. In the case of an exercise of a SAR, the Participant will generally recognize
ordinary income on the exercise date in an amount equal to any cash and the fair
market value of any unrestricted shares received.

3. In the case of an exercise of an option or SAR payable in restricted stock,
or in the case of an award of restricted stock, the immediate federal income tax
effect for the recipient will depend on the nature of the restrictions.
Generally, the fair market value of the stock will not be taxable to the
recipient as ordinary income until the year in which his or her interest in the
stock is freely transferable or is no longer subject to a substantial risk of
forfeiture. However, the recipient may elect to recognize income when the stock
is received, rather than when his or her interest in the stock is freely
transferable or is no longer subject to a substantial risk of forfeiture. If the
recipient makes this election, the amount taxed to the recipient as ordinary
income is determined as of the date of receipt of the restricted stock.

4. In the case of ISOs, there is generally no tax liability at time of exercise.
However, the excess of the fair market value of the stock on the exercise date
over the option price is included in the optionee's income for purposes of the
alternative minimum tax. If no disposition of the ISO stock is made before the
later of one year from the date of exercise and two years from the date of
grant, the optionee will realize a capital gain or loss upon a sale of the
stock, equal to the difference between the option price and the sale price. If
the stock is not held for the required period, ordinary income tax treatment
will generally apply to the excess of the fair market value of the stock on the
date of exercise (or, if less, the amount of gain realized on the disposition of
the stock) over the option price, and the balance of any gain or any loss will
be treated as capital gain or loss. In order for ISOs to be treated as described
above, the Participant must remain employed by the Company (or a subsidiary in
which the Company holds at least 50 percent of the voting power) from the ISO
grant date until three months before the ISO is exercised. The three-month
period is extended to one year if the Participant's employment terminates on
account of disability. If the Participant does not meet the employment
requirement, the option will be treated for federal income tax purposes as an
option as described in paragraph 5 below. A Participant who exercises an ISO
might also be subject to an alternative minimum tax.

<Page>

5. Upon the exercise of a stock option other than an ISO, the exercise of a SAR,
the award of stock, or the recognition of income on restricted stock, the
Company will generally be allowed an income tax deduction equal to the ordinary
income recognized by a Participant. The Company will not receive an income tax
deduction as a result of the exercise of an ISO, provided that the ISO stock is
held for the required period as described above. When a cash payment is made
pursuant to the Award, the recipient will recognize the amount of the cash
payment as ordinary income, and the Company will generally be entitled to a
deduction in the same amount.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>a2070149zex-5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
<Page>

                                                                       EXHIBIT 5

                                May 7, 2002


International Business Machines Corporation
New Orchard Road
Armonk, NY 10504

Ladies and Gentlemen:

I am Assistant Secretary and Associate General Counsel of International Business
Machines Corporation (herein called the "Corporation") and an attorney duly
admitted to practice in the State of New York. I am familiar with the
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") regarding the shares of common
stock, par value $.20 per share, of the Corporation (the "Shares") to be issued
pursuant to the IBM 2001 Long-Term Performance Plan (the "Plan").

I have reviewed such documents and records as I have deemed necessary or
appropriate to enable me to express an informed opinion with respect to the
matters covered hereby.

Based upon the foregoing, I am of the opinion that, when issued or sold in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable. The Plan does not require
shareholder approval because directors and officers (as defined in Section 16
of the Securities Exchange Act of 1934, as amended) will not be receiving
awards under the Plan.

I hereby consent to the use of my name in the Registration Statement as the
legal counsel who has passed upon the legality of the Shares, as well as to the
use of this legal opinion as part of the Registration Statement, as an Exhibit
to the Registration Statement.

Very truly yours,





                     /S/ ANDREW BONZANI
                     --------------------------------
                     ANDREW BONZANI, ESQ.
                     ASSISTANT SECRETARY AND ASSOCIATE
                     GENERAL COUNSEL

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>a2070149zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<Page>

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of the following documents:

Our report dated January 17, 2002 relating to the consolidated financial
statements, which appears in the 2001 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, 2001;

Our report dated January 17, 2002, relating to the Financial Statement Schedule,
which appears in such Annual Report on Form 10-K; and

Our report dated June 28, 2001, relating to the financial statements of the IBM
Tax Deferred Savings Plan 401(k), which appears in IBM's Annual Report on Form
11-K for the fiscal year ended December 31, 2000.





                                         /S/  PRICEWATERHOUSECOOPERS LLP
                                         -------------------------------

                     PRICEWATERHOUSECOOPERS LLP
                     NEW YORK, NEW YORK
                     MAY 7, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>a2070149zex-24.txt
<DESCRIPTION>EXHIBIT 24
<TEXT>
<Page>

                                                                      EXHIBIT 24


                    POWER OF ATTORNEY OF SAMUEL J. PALMISANO


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned President and
Chief Executive Officer of International Business Machines Corporation, a New
York corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8, or other
appropriate Form, for up to 112,882,869 shares of capital stock of the
Corporation or other interests issuable under the Corporation's 2001 Long-Term
Performance Plan, hereby constitute and appoint Louis V. Gerstner, Jr., John M.
Thompson, Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge, Robert F.
Woods, Daniel E. O'Donnell, and Andrew Bonzani, 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 22nd day of April 2002.



                                       /s/ Samuel J. Palmisano
                                       -----------------------------
                                       Samuel J. Palmisano
                                       President and Chief Executive
                                       Officer






<Page>

                       POWER OF ATTORNEY OF JOHN R. JOYCE


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Senior Vice
President and Chief Financial Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, or other appropriate Form, for up to 112,882,869 shares of capital
stock of the Corporation or other interests issuable under the Corporation's IBM
2001 Long-Term Performance Plan, hereby constitute and appoint Louis V.
Gerstner, Jr., John M. Thompson, Samuel J. Palmisano, Lawrence R. Ricciardi,
Mark Loughridge, Robert F. Woods, Daniel E. O'Donnell, and Andrew Bonzani, 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 30th day of October 2001.


                           /s/ John R. Joyce
                           ------------------------------
                           John R. Joyce
                           Senior Vice President and
                           Chief Financial Officer



<Page>

                      POWER OF ATTORNEY OF ROBERT F. WOODS


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice President
and Controller of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of
the Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for up to 112,882,869 shares of capital stock of
the Corporation or other interests issuable under the Corporation's 2001
Long-Term Performance Plan, hereby constitute and appoint Louis V. Gerstner,
Jr., John M. Thompson, Samuel J. Palmisano, Lawrence R. Ricciardi, John R.
Joyce, Daniel E. O'Donnell, and Andrew Bonzani, 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 6th day of May 2002.



                                /s/ Robert F. Woods
                                ------------------------------
                                Robert F. Woods
                                Vice President and Controller


<Page>

                   POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
                   -------------------------------------------


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Chairman of
the Board and Chief Executive Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, or other appropriate Form, for up to 112,882,869 shares of capital
stock of the Corporation or other interests issuable under the Corporation's
2001 Long-Term Performance Plan, hereby constitute and appoint John M. Thompson,
Samuel J. Palmisano, Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge,
Robert F. Woods, Daniel E. O'Donnell, and Andrew Bonzani, 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 30th day of October 2001.



                            /s/ Louis V. Gerstner, Jr.
                            ----------------------------------
                            Louis V. Gerstner, Jr.
                            Chairman of the Board and
                            Chief Executive Officer


<Page>

                      POWER OF ATTORNEY OF JOHN M. THOMPSON


      KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice Chairman
of the Board of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8, or other
appropriate Form, for up to 112,882,869 shares of capital stock of the
Corporation or other interests issuable under the Corporation's 2001 Long-Term
Performance Plan, hereby constitute and appoint Louis V. Gerstner, Jr. , Samuel
J. Palmisano, Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge, Robert F.
Woods, Daniel E. O'Donnell, and Andrew Bonzani, 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 30th day of October 2001.



                                       /s/ John M. Thompson
                                       ------------------------------
                                       John M. Thompson
                                       Vice Chairman of the Board of
                                       Directors


<Page>


                        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 is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to 112,882,869 shares of capital stock of the Corporation or other
interests issuable under the Corporation's 2001 Long-Term Performance Plan,
hereby constitute and appoint Louis V. Gerstner, Jr., John M. Thompson, Samuel
J. Palmisano, Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge, Robert F.
Woods, Daniel E. O'Donnell, and Andrew Bonzani, 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 30th day of October 2001.

                                    /s/ Cathleen Black
                                    ------------------------------
                                    Cathleen Black
                                    Director


                                    /s/ Nannerl O. Keohane
                                    ------------------------------
                                    Nannerl O. Keohane
                                    Director


                                    /s/ Charles F. Knight
                                    ------------------------------
                                    Charles F. Knight
                                    Director


                                    /s/ Minoru Makihara
                                    ------------------------------
                                    Minoru Makihara
                                    Director


                                    /s/ Lucio A. Noto
                                    ------------------------------
                                    Lucio A. Noto
                                    Director

<Page>


                                    /s/ John B. Slaughter
                                    ------------------------------
                                    John B. Slaughter
                                    Director


                                    /s/ Sidney Taurel
                                    ------------------------------
                                    Sidney Taurel
                                    Director


                                    /s/ Charles M. Vest
                                    ------------------------------
                                    Charles M. Vest
                                    Director


                                       END OF FILING

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
