Edgar Filing: INTERNATIONAL BUSINESS MACHINES CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â KERN R. FRANKLIN III

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2008

3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [IBM]

(Last)

(First)

(Middle)

IBM CORPORATION,Â C/O SECRETARY'S OFFICE, NEW ORCHARD ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ARMONK,Â NYÂ 10504

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,326.171	D	Â
Common Stock	110	I ⁽¹⁾	daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Emp. Stock Option (right to buy)	02/29/2004⁽²⁾	02/28/2010	Common Stock	968	$ 103.25	D	Â
Emp. Stock Option (right to buy)	02/29/2004⁽²⁾	02/28/2010	Common Stock	24,032	$ 103.25	D	Â
Emp. Stock Option (right to buy)	02/27/2005⁽²⁾	02/26/2011	Common Stock	955	$ 104.71	D	Â
Emp. Stock Option (right to buy)	02/27/2005⁽²⁾	02/26/2011	Common Stock	24,245	$ 104.71	D	Â
Emp. Stock Option (right to buy)	02/26/2006⁽²⁾	02/25/2012	Common Stock	30,035	$ 97.59	D	Â
Emp. Stock Option (right to buy)	02/24/2008⁽²⁾	02/23/2014	Common Stock	33,000	$ 105.96	D	Â
Emp. Stock Option (right to buy)	03/08/2008⁽²⁾	03/07/2015	Common Stock	2,272	$ 92.12	D	Â
Emp. Stock Option (right to buy)	03/08/2008⁽³⁾	03/07/2015	Common Stock	28,890	$ 101.33	D	Â
Emp. Stock Option (right to buy)	05/08/2009⁽⁴⁾	05/07/2016	Common Stock	2,619	$ 82.76	D	Â
Emp. Stock Option (right to buy)	05/08/2010⁽⁴⁾	05/07/2017	Common Stock	3,972	$ 102.8	D	Â
Rst. Stock Unit	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	5,000	$ 0	D	Â
Rst. Stock Unit	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	12,196	$ 0	D	Â
Rst. Stock Unit	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	4,375	$ 0	D	Â
Rst. Stock Unit	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	5,264	$ 0	D	Â
Rst. Stock Unit	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	4,855	$ 0	D	Â
Phantom Stock Unit	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Stock	4,212	$ 0	D	Â
Rst. Stock Unit	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Stock	51,450	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KERN R. FRANKLIN III IBM CORPORATION C/O SECRETARY'S OFFICE, NEW ORCHARD ROAD ARMONK,Â NYÂ 10504	Â	Â	Â Senior Vice President	Â

Signatures

D. Cummins for R. Franklin Kern III by power-of-attorney		04/02/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	This grant vested in four equal annual installments; the last installment vested on the date shown above.
(3)	This grant vests in four equal annual installments; the most recent vesting occurred on the date shown above.
(4)	This grant vests in its entirety on the date shown above.
(5)	These units are payable in cash or the company's common stock upon lapse of the restrictions on October 12, 2009.
(6)	These units are payable in cash or the company's common stock upon lapse of the restrictions on October 25, 2010.
(7)	Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,187 of these units on May 8, 2008 and for 2,188 of these units on May 8, 2010.
(8)	Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,632 of these units on May 8, 2009 and for 2,632 of these units on May 8, 2011.
(9)	These units are payable in cash or the company's common stock upon lapse of the restrictions on September 4, 2012.
(10)	Phantom stock units acquired under the IBM Excess 401(k) Plus Plan convert to the cash value of the company's common stock on a one-for-one basis, and distribution is deferred until separation from the company. The reporting person may transfer some of these phantom stock units into an alternative investment account under such plan.
(11)	These units have been deferred and are payable in the company's common stock upon lapse of restriction after retirement.

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