UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: January 16, 2003
                        (Date of earliest event reported)


                   INTERNATIONAL BUSINESS MACHINES CORPORATION
             (Exact name of registrant as specified in its charter)


          New York                 1-2360                      13-0871985
(State of Incorporation)    (Commission File Number)          (IRS employer
                                                             Identification No.)


                 ARMONK, NEW YORK                                 10504
     (Address of principal executive offices)                   (Zip Code)


                                  914-499-1900
                         (Registrant's telephone number)






Item 5.  Other Events

     The registrant's press release dated January 16, 2003, regarding its
financial results for the periods ended December 31, 2002, including unaudited
consolidated financial statements for the period ended December 31, 2002, is
Attacment I of this Form 8-K.

     Attachment II of this Form 8-K is IBM's Chief Financial Officer John R.
Joyce's fourth quarter earnings presentation to securities analysts on Thursday,
January 16, 2003.

     Attachment III of this Form 8-K is IBM's By-laws as amended through January
1, 2003.

     IBM's web site (www.ibm.com) contains a significant amount of information
about IBM, including financial and other information for investors
(www.ibm.com/investor/). IBM encourages investors to visit its various web sites
from time to time, as information is updated and new information is posted.




                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


Date:   January 16, 2003


                                   By:  /s/   Robert F. Woods
                                   ----------------------------
                                              (Robert F. Woods)
                                       Vice President and Controller