<HTML>
<HEAD>
<TITLE>UNITED STATES</TITLE>
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<P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM S-8<BR>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Wellman, Inc.<BR>
(Exact name of registrant as specified in its charter)</P>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=474>
<TR><TD WIDTH="51%" VALIGN="TOP">
<P>Delaware</TD>
<TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="RIGHT">04-1671740   </TD>
</TR>
<TR><TD WIDTH="51%" VALIGN="TOP">
<P>(State or other jurisdiction of</TD>
<TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="RIGHT">(I.R.S. Employer</TD>
</TR>
<TR><TD WIDTH="51%" VALIGN="TOP">
<P>incorporation or organization)</TD>
<TD WIDTH="49%" VALIGN="TOP">
<P ALIGN="RIGHT">Identification No.)</TD>
</TR>
</TABLE>
</CENTER></P>


<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=474>
<TR><TD WIDTH="63%" VALIGN="TOP">
<P>595 Shrewsbury Avenue, Shrewsbury,  NJ</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="RIGHT">                     07702   </TD>
</TR>
<TR><TD WIDTH="63%" VALIGN="TOP">
<P>(Address of Principal Executive Offices)</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="RIGHT">                    (Zip Code) </TD>
</TR>
</TABLE>
</CENTER></P>


<P>&#9;</P>
<P ALIGN="CENTER">Amended and Restated 1997 Stock Option Plan<BR>
(Full title of the plan)</P>

<P ALIGN="CENTER">Keith Phillips<BR>
Wellman, Inc., 595 Shrewsbury Avenue, Shrewsbury, NJ 07702<BR>
(Name and address of agent for service)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">732-212-3300<BR>
(Telephone number, including area code, of agent for service)</P>

<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>
</B><P ALIGN="CENTER"></P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P><BR>
Title of<BR>
securities<BR>
to be<BR>
registered</TD>
<TD WIDTH="18%" VALIGN="TOP">
<P><BR>
<BR>
<BR>
Amount to be<BR>
registered</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>Proposed<BR>
maximum<BR>
offering<BR>
price per<BR>
share (1)</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>Proposed<BR>
maximum<BR>
aggregate<BR>
offering<BR>
price</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P><BR>
<BR>
Amount of<BR>
registration<BR>
fee</TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P><BR>
Common Stock,<BR>
$.001 par value (2)</TD>
<TD WIDTH="18%" VALIGN="TOP">
<P><BR>
1,250,000<BR>
shares</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P><BR>
$17.675</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P><BR>
$22,093,750</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P><BR>
$55,234.38</TD>
</TR>
</TABLE>


<OL>

<LI>Based on the average of the high and low prices of the Company's Common Stock reported on June 4, 2001.</LI>
<LI>Including common stock purchase rights.</LI></OL>


<P>Pursuant to Rule 429, the prospectus included herein is a combined prospectus which also relates to Registration Statement No. 333-28273.</P>
<B><P ALIGN="CENTER">Part II</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B>
<B><P>Item 3.  Incorporation of Documents by Reference.</P>
</B>
<P ALIGN="JUSTIFY">&#9;There are incorporated herein by reference the following documents:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;1.&#9;The Company's Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;2.&#9;The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as filed with the Commission pursuant to the Exchange Act.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;3.&#9;The Company's Registration Statement on Form 8-A, as amended, which incorporated by reference the description of the Company's Common Stock contained in the Company's Registration Statement on Form S-1, filed with the
Commission pursuant to the Securities Act of 1933, as amended.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;4. &#9;All other documents filed by the Company or the Plan pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and such document shall be deemed to be
a part hereof from the date of filing of such document.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Items 4.  Description of Securities.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Not applicable.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Item 5.  Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Not applicable.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">Item 6.  Indemnification of Directors and Officers.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Section 145 of the Delaware General Corporation Law, as amended, provides in regard to indemnification of directors and officers as follows:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;"145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE. (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(d) Any indemnification under subsections (a) and (b) of this section(unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote
of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suitor proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status
as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)." </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Company's Restated Certificate of Incorporation and bylaws provide that officers and directors of the Company shall be indemnified to the full extent permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware General Corporation Law.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Restated Certificate of Incorporation of the Company also contains a provision eliminating the liability of a director to the Company or its stockholders for breach of fiduciary duty as a director, other than liability for (a)
breach of the director's duty of loyalty to the corporation or its stockholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) unlawful stock purchase or redemption; or (d) any
transaction from which the director derived an improper personal benefit.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted pursuant to the foregoing provisions, the Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is contrary to public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Item 7.  Exemption from Registration Claimed.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;</B>Not applicable.</P>
<B>
<P>&nbsp;</P>
</B><P>&nbsp;</P>
<B><P>Item 8.  Exhibits.</P>
</B>
<P>Exhibit&#9;&#9;</P>
<U><P>No.     </U>&#9;&#9;<U>Description</P>
</U><P>   5&#9;&#9;Opinion of Duane, Morris &amp; Heckscher LLP re: legality</P>
<P>   23(a)&#9;&#9;Consent of Ernst &amp; Young LLP</P>
<P>   23(b)&#9;&#9;Consent of KPMG</P>

<B><P>Item 9. Undertakings.</P>
</B>
<P>&#9;The undersigned registrant hereby undertakes: </P>

<OL>

<OL>

<LI>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: </LI></OL>
</OL>


<OL TYPE="i">

<OL TYPE="i">

<LI>To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; </LI></OL>
</OL>


<P>&#9;(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.</P>

<P>&#9;(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;</P>

<P>&#9;<I>Provided</I>, however, That paragraphs (a)1(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</P>

<P>&#9;(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. </P>

<P>&#9;(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </P>

<P>&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</P>

<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">SIGNATURES AND AMENDMENTS</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Each person whose signature appears below hereby authorizes the President or the Chief Financial Officer of the Registrant, or any one of them, to execute in the name of each person, and to file, an amendment or amendments to this
Registration Statement, which amendment may make such other changes in this Registration Statement as said officer or officers so acting deem(s) advisable.</P>

<P ALIGN="JUSTIFY">&#9;<U>Registrant</U>:  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shrewsbury, State of New Jersey, on June 8, 2001.</P>
<P>&#9;&#9;&#9;</P>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=295>
<TR><TD VALIGN="TOP">
<P>WELLMAN, INC.</TD>
</TR>
</TABLE>
</P>


<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=295>
<TR><TD VALIGN="TOP">
<P>By    /s/Thomas M. Duff</TD>
</TR>
<TR><TD VALIGN="TOP">
<P>         Thomas M. Duff </TD>
</TR>
<TR><TD VALIGN="TOP">
<P>         Chairman</TD>
</TR>
</TABLE>
</P>


<P>&nbsp;</P>
<P ALIGN="JUSTIFY">&#9;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 8, 2001.</P>

<P>Signatures&#9;&#9;&#9;&#9;&#9;Title</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Thomas M. Duff<BR>
</U>    Thomas M. Duff</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Chairman, Chief Executive Officer and Director<BR>
(Principal Executive Officer)</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Keith R. Phillips<BR>
</U>    Keith R. Phillips</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Chief Executive Officer<BR>
(Principal Financial Officer)</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Mark J. Rosenblum<BR>
</U>    Mark J. Rosenblum</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Vice President, Chief Accounting Officer and<BR>
Controller (Principal Accounting Officer)</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Clifford J. Christenson<BR>
</U>    Clifford J. Christenson</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/James B. Baker<BR>
</U>    James B. Baker</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Richard F. Heitmiller<BR>
</U>    Richard F. Heitmiller</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Gerard J. Kerins</U><BR>
    Gerard J. Kerins</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/James E. Rogers<BR>
</U>    James E. Rogers</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Marvin O. Schlanger<BR>
</U>    Marvin O. Schlanger</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>/s/Roger A. Vandenberg<BR>
</U>    Roger A. Vandenberg</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>Director</TD>
</TR>
</TABLE>


<P ALIGN="CENTER">EXHIBIT INDEX TO FORM S-8</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Exhibit&#9;&#9;</P>
<U><P>No.     </U>&#9;&#9;<U>Description</P>
</U><P>   5&#9;&#9;Opinion of Duane, Morris &amp; Heckscher LLP re: legality</P>
<P>   23(a)&#9;&#9;Consent of Ernst &amp; Young LLP</P>
<P>   23(b)&#9;&#9;Consent of KPMG</P>

<P>&nbsp;</P>
<P>&nbsp;</P></BODY>
</HTML>
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{"company-data": {"conformed-name": "WELLMAN INC", "cik": "0000812708", "assigned-sic": "2820", "irs-number": "041671740", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62572", "film-number": "1656588"}, "business-address": {"street1": "595 SHREWSBURY AVENUE", "city": "SHREWSBURY", "state": "NJ", "zip": "07702", "phone": "9085427300"}, "mail-address": {"street1": "P.O. BOX 31331", "city": "CHARLOTTE", "state": "NC", "zip": "28231"}}
UNITED STATES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Wellman, Inc.
(Exact name of registrant as specified in its charter)
Delaware
04-1671740
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
595 Shrewsbury Avenue, Shrewsbury,  NJ
07702
(Address of Principal Executive Offices)
(Zip Code)
Amended and Restated 1997 Stock Option Plan
(Full title of the plan)
Keith Phillips
Wellman, Inc., 595 Shrewsbury Avenue, Shrewsbury, NJ 07702
(Name and address of agent for service)
732-212-3300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be
registered
Amount to be
registered
Proposed
maximum
offering
price per
share (1)
Proposed
maximum
aggregate
offering
price
Amount of
registration
fee
Common Stock,
$.001 par value (2)
1,250,000
shares
$17.675
$22,093,750
$55,234.38
Based on the average of the high and low prices of the Company's Common Stock reported on June 4, 2001.
Including common stock purchase rights.
Pursuant to Rule 429, the prospectus included herein is a combined prospectus which also relates to Registration Statement No. 333-28273.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
There are incorporated herein by reference the following documents:
1.	The Company's Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2.	The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as filed with the Commission pursuant to the Exchange Act.
3.	The Company's Registration Statement on Form 8-A, as amended, which incorporated by reference the description of the Company's Common Stock contained in the Company's Registration Statement on Form S-1, filed with the
Commission pursuant to the Securities Act of 1933, as amended.
4. 	All other documents filed by the Company or the Plan pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and such document shall be deemed to be
a part hereof from the date of filing of such document.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Items 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides in regard to indemnification of directors and officers as follows:
"145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE. (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section(unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote
of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suitor proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status
as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)."
The Company's Restated Certificate of Incorporation and bylaws provide that officers and directors of the Company shall be indemnified to the full extent permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware General Corporation Law.
The Restated Certificate of Incorporation of the Company also contains a provision eliminating the liability of a director to the Company or its stockholders for breach of fiduciary duty as a director, other than liability for (a)
breach of the director's duty of loyalty to the corporation or its stockholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) unlawful stock purchase or redemption; or (d) any
transaction from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted pursuant to the foregoing provisions, the Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is contrary to public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.  Exhibits.
Exhibit
No.
Description
5		Opinion of Duane, Morris & Heckscher LLP re: legality
23(a)		Consent of Ernst & Young LLP
23(b)		Consent of KPMG
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided
, however, That paragraphs (a)1(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby authorizes the President or the Chief Financial Officer of the Registrant, or any one of them, to execute in the name of each person, and to file, an amendment or amendments to this
Registration Statement, which amendment may make such other changes in this Registration Statement as said officer or officers so acting deem(s) advisable.
Registrant
:  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shrewsbury, State of New Jersey, on June 8, 2001.
WELLMAN, INC.
By    /s/Thomas M. Duff
Thomas M. Duff
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 8, 2001.
Signatures					Title
/s/Thomas M. Duff
Thomas M. Duff
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
/s/Keith R. Phillips
Keith R. Phillips
Chief Executive Officer
(Principal Financial Officer)
/s/Mark J. Rosenblum
Mark J. Rosenblum
Vice President, Chief Accounting Officer and
Controller (Principal Accounting Officer)
/s/Clifford J. Christenson
Clifford J. Christenson
Director
/s/James B. Baker
James B. Baker
Director
/s/Richard F. Heitmiller
Richard F. Heitmiller
Director
/s/Gerard J. Kerins
Gerard J. Kerins
Director
/s/James E. Rogers
James E. Rogers
Director
/s/Marvin O. Schlanger
Marvin O. Schlanger
Director
/s/Roger A. Vandenberg
Roger A. Vandenberg
Director
EXHIBIT INDEX TO FORM S-8
Exhibit
No.
Description
5		Opinion of Duane, Morris & Heckscher LLP re: legality
23(a)		Consent of Ernst & Young LLP
23(b)		Consent of KPMG