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: June 2, 2003
                        (Date of earliest event reported)

             (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)

                         (Registrant's telephone number)

Item 5.  Other Events

            The registrant's press release dated June 2, 2003, regarding a
notice of a formal, nonpublic investigation by the Securities and Exchange
Commission is Attachment I of this Form 8-K.

            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.


            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:  June 2, 2003

                                        By:     /s/ Andrew Bonzani
                                                  (Andrew Bonzani)
                                                 Assistant Secretary &
                                               Associate General Counsel

                                                                    ATTACHMENT I

                          IBM REPORTS SEC INVESTIGATION

ARMONK, NY, JUNE 2, 2003 -- IBM today announced that it has received notice of a
formal, nonpublic investigation by the Securities and Exchange Commission (SEC).

The SEC is seeking information relating to revenue recognition in 2000 and 2001
primarily concerning certain types of customer transactions. IBM believes that
the investigation arises from a separate investigation by the SEC of a customer
of IBM's Retail Stores Solutions unit. This unit markets and sells point of sale

The SEC specifically advised IBM that this is a fact-finding investigation and
that it has not reached any conclusions related to this matter. IBM has been
cooperating fully with the SEC and will continue to do so.

IBM believes that its business and accounting policies comply with all
applicable regulations and is committed to maintaining the highest standards of
compliance relating to its financial reporting.