North American IBM shareholders who receive the Corporation's 1995 Annual
Report can take advantage of a special offer enclosed in the proxy
envelope. As computing moves into the network-centric era, you can get a
head start by investing in network-ready software for your PC.

Shareholders can purchase top IBM and Lotus software titles, including OS/2
Warp, OS/2 Warp Connect, IBM Internet Connection Secure WebExplorer for
OS/2 Warp, IBM Antivirus, and any of the Lotus SmartSuite applica- tions
for Windows 3.1 and Win-OS/2. Free upgrades to the OS/2 Warp versions,
when available later this year, will be provided.

Sample Pricing:

     OS/2 Warp Connect V3                 $89
     Lotus SmartSuite                     $99
     Secure WebExplorer                   $25

The "Fine Print"

Offer is open to North American IBM stockholders of record receiving the
1995 Annual Report and proxy by mail. Each stockholder is limited to one
copy of each software title in the catalog. Stockholder must provide the
identification number listed in the special catalog. Offer ends May 31,
1996, and Lotus upgrades must be redeemed by December 30, 1996. Sales
taxes and $5.00 (U.S.) shipping and handling will be added to each order.
Order phone numbers are listed in the special catalog. A nominal shipping
and handling fee will be charged for Lotus upgrades.

IBM is the world's largest software company. In 1995, IBM's software
revenues were approx. $12.7 billion, more than twice the next largest
software company.

Total software revenue grew from $11.3 billion in 1994, and the gross
profit margin increased from 58.8% to 65.0%.

For more information on IBM's products, services, and annual report, please
visit the IBM home page on the Internet at http://www.ibm.com.
 
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