PART II

Item 5. Market for the Registrant's Common Equity and Related Security Holder Matters:
Refer to page 44 of IBM's 1984 Annual Report to Stockholders which is incorporated herein by reference.

Item 6. Selected Financial Data:
Refer to page 44 of IBM's 1984 Annual Report to Stockholders which is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations:
Refer to pages 27, 29 and 45 of IBM's 1984 Annual Report to Stockholders which are incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data:
Refer to pages 25, 26, 28, 30, and 33 through 45 of IBM's 1984 Annual Report to Stockholders which are incorporated herein by reference. Also refer to the Financial Statement Schedules on pages S-1 to S-7 of this Form.

Item 9. Disagreements on Accounting and Financial Disclosure:
Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant:
Refer to pages 2 to 7 of IBM's definitive Proxy Statement dated March 20, 1985 which are incorporated herein by reference. Also refer to the Item entitled "Executive Officers of the Registrant" in Part I of this Form.

Item 11. Executive Compensation:
Refer to pages 12 to 18 of IBM's definitive Proxy Statement dated March 20, 1985 which are incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management:
(a) Security ownership of certain beneficial owners:
Not applicable.
(b) Security ownership of management:
Refer to the section entitled "Stock Ownership" appearing on pages 10 and 11 of IBM's definitive Proxy Statement dated March 20, 1985 which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions:
Refer to page 10 of IBM's definitive Proxy Statement dated March 20, 1985 which is incorporated herein by reference.