<PAGE>

   As filed with the Securities and Exchange Commission on December 4, 2001


                                                Registration No. 333-
                                                                     ---------

==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                MAIL-WELL, INC.

              --------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

             Colorado                                   84-1250533
          (State or Other                              (IRS Employer
          Jurisdiction of                             Identification
  Incorporation or Organization)                          Number)

            8310 S. Valley Highway, #400, Englewood, Colorado 80112

            -------------------------------------------------------
                   (Address of Principal Executive Offices)

             MAIL-WELL, INC. 2001 LONG-TERM EQUITY INCENTIVE PLAN

     --------------------------------------------------------------------
                           (Full Title of the Plans)

           Roger Wertheimer                             COPIES TO:
            Mail-Well, Inc.                        Kevin M. Kelly, Esq.
     8310 S. Valley Highway, #400             Rothgerber Johnson & Lyons LLP
       Englewood, Colorado 80112               1200 17th Street, Suite 3000
(Name and Address of Agent for Service)           Denver, Colorado 80202
             (303) 790-8023                          (303) 623-9000

   ---------------------------------
(Telephone Number of Agent for Service)

<TABLE>
                                          CALCULATION OF REGISTRATION FEE
==================================================================================================================
<CAPTION>
Title of Securities to       Amount to be         Proposed Maximum       Proposed Maximum          Amount of
     be Registered            Registered         Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price

<S>                           <C>                     <C>                 <C>                     <C>
     Common Stock             4,425,000               $4.97(1)            $22,003,782(1)          $5,258.90(1)
==================================================================================================================

<FN>
         (1) Pursuant to Rule 457(c), (h) under the Securities Act of 1933,
as amended, the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated solely for purposes of
calculating the registration fee and are based upon the following: options
for 2,994,500 shares at a weighted average exercise price of $5.485 per
share; and 1,430,500 shares at $3.90 per share, which represents the average
of the high and low prices of the Common Stock as quoted on the New York
Stock Exchange on November 30, 2001.
</TABLE>



<PAGE>
<PAGE>

                              TABLE OF CONTENTS


                                                                        Page
                                                                        ----

PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.......... II-1
         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.............. II-1
         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL............... II-2
         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS............ II-2
         ITEM 8.  EXHIBITS............................................. II-3
         ITEM 9.  UNDERTAKINGS......................................... II-4

SIGNATURES............................................................. II-6

EXHIBIT INDEX.......................................................... II-8





<PAGE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, all of which were previously filed by
Mail-Well, Inc. (the "Company") (File No. 1-12551) with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act ("Exchange Act"), are hereby incorporated by reference:

         (1) the Company's Annual Report on Form 10-K for the year ended
December 31, 2000;

         (2) the Company's Quarterly Report on Form 10-Q and Amendment No. 1 to
Form l0-Q for the quarter ended March 31, 2001;

         (3) The Company's Quarterly Report on Form 10-Q and Amendment No. 1 to
Form 10-Q for the quarter ended June 30, 2001;

         (4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001;

         (5) the Company's Current Reports on Form 8-K, dated April 26,
2001, June 14, 2001, July 31, 2001; August 10, 2001; October 22, 2001; and
November 14, 2001.

         (6) all other reports filed pursuant to Section 13(a) or 13(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above; and

         (7) the description of the common stock of the Company, par value
$0.01 (the "Company Stock"), contained in the Company's Registration
Statement on Form 8-A, File No. 001-12551, filed by the Company under
Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration
Statement by reference and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document, all or a portion
of which is 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 in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any such statement so
modified or


<PAGE>
<PAGE>

superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the Company Stock registered pursuant to this Form
S-8 Registration Statement will be passed upon for the Company by the law
firm of Rothgerber Johnson & Lyons LLP, One Tabor Center, Suite 3000, 1200
17th Street, Denver, Colorado 80202, which has served as special counsel to
the Company in the preparation of the Form S-8 Registration Statement.
Herbert H. Davis, III, Senior Vice President-Corporate Development and Chief
Legal Officer of the Company is of counsel to Rothgerber Johnson & Lyons
LLP. Mr. Davis is also the beneficial owner of 20,000 shares of the
Company's Common Stock, 57,000 shares of the Company Stock that are
underlying stock options that are not currently in the money issued pursuant
to the 2001 Long-Term Equity Incentive Plan and 85,000 shares of restricted
stock awards, issued pursuant to the 2001 Long-Term Equity Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 7-109-101 et seq. of the Colorado Business Corporations Act
empowers a Colorado corporation to indemnify its directors, officers,
employees and agents under certain circumstances, as well as providing for
elimination of personal liability of directors and officers of a Colorado
corporation for monetary damages.

         A corporation must indemnify a person who was wholly successful, on
the merits or otherwise, in the defense of any proceeding to which the
person was a party because the person is or was a director, officer,
employee, fiduciary or agent, against reasonable expenses incurred by him or
her in connection with the proceeding.

         A corporation may indemnify a person made a party to a proceeding
because the person is or was a director, officer, employee, fiduciary or
agent if the person conducted himself or herself in good faith and the
person reasonably believed that his or her conduct was in or not opposed
to the best interests of the corporation (or in the case of a criminal
proceeding, had a reasonable belief that his or her conduct was not unlawful),
except that no indemnification is allowed in connection with a proceeding by
or in the right of the corporation in which the person seeking indemnification
was adjudged to be liable to the corporation or in connection with any other
proceeding in which the person was adjudged liable on the basis that he or
she derived an improper personal benefit.

         A corporation may purchase and maintain insurance on behalf of a
person who is or was a director, officer, employee, fiduciary or agent of
the corporation, or who, while a director, officer, employee, fiduciary or
agent of another domestic or foreign corporation or other person or an
employee benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a director,
officer, employee, fiduciary, or agent,

                                    II-2


<PAGE>
<PAGE>

whether or not the corporation would have power to indemnify the person
against the same liability under Section 7-109-101 et seq.

         Article V of the Articles of Incorporation of the Registrant reads
as follows:

         "The Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person, and the estate
and personal representative of any such person, against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he
or she is or was a director or officer of the Corporation or, while serving
as a director or officer of the Corporation, he or she is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign Corporation or other individual or
entity or of an employee benefit plan. The Corporation shall also indemnify
any person who is serving or has served the Corporation as director,
officer, employee, fiduciary, or agent, and that person's estate and
personal representative, to the extent and in the manner provided in any
bylaw, resolution of the shareholders or directors, contract, or otherwise,
so long as such provision is legally permissible."

         Article VI of the Articles of Incorporation of the Registrant reads
as follows:

         "There shall be no personal liability of a director to the
Corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director, except that said personal liability shall not
be eliminated to the Corporation or to the shareholders for monetary damages
arising due to any breach of the director's duty of loyalty to the
Corporation or to the shareholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
specified in section 7-108-403, C.R.S., or any transaction from which a
director derived an improper personal benefit. Notwithstanding any other
provisions herein, personal liability of a director shall be eliminated to
the greatest extent possible as is now, or in the future, provided for by
law. Any repeal or modification of the foregoing sentence shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to
such repeal or modification."

ITEM 8.  EXHIBITS

         The following exhibits are attached to this registration statement:

         Exhibit 4     Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan
         Exhibit 5     Opinion of Rothgerber Johnson & Lyons LLP
         Exhibit 23.1  Consent of Ernst & Young LLP
         Exhibit 23.2  Consent of Rothgerber Johnson & Lyons LLP (included in
                       Exhibit 5 hereto)
         Exhibit 24    Power of Attorney (included on signature page hereto)

                                    II-3


<PAGE>
<PAGE>

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement;

                      (i)   to include any prospectus required by Section
                  10(a)(3) or the Securities Act;

                      (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;

                      (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.

                  (2) That, for the purpose of determining any liability
         under the Securities Act, each 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 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.

         (b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
                  REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.

         (h)      FILING OF REGISTRATION STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and

                                    II-4


<PAGE>
<PAGE>

Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such
issue.

                                    II-5


<PAGE>
<PAGE>


                                 SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on 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 Englewood and the State of
Colorado, on this 4th day of December, 2001.


                        MAIL-WELL, INC.


                        By: /s/ Paul V. Reilly
                            --------------------------------------------------
                            Paul V. Reilly, Chief Executive Officer


                        By: /s/ Michel P. Salbaing
                            --------------------------------------------------
                            Michel P. Salbaing, Senior Vice President Finance,
                            Chief Financial and Accounting Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                              POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Paul V. Reilly and Roger Wertheimer and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to
sign any amendments to this Registration Statement and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney-in-fact, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or any one of
them, or their or his substitute or substitutes, may lawfully do or causes
to be done by virtue hereof.

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE
---------------------------------------------------------------------------------------
<S>                                         <C>
/s/ Frank P. Diassi                                           Director
---------------------------
Frank P. Diassi

/s/ Frank J. Hevrdejs                                         Director
---------------------------
Frank J. Hevrdejs


                                    II-6


<PAGE>
<PAGE>

<CAPTION>
               SIGNATURE                                       TITLE
---------------------------------------------------------------------------------------
<S>                                         <C>
/s/ Janice C. Peters                                          Director
---------------------------
Janice C. Peters

/s/ Jerome W. Pickholz                                        Director
---------------------------
Jerome W. Pickholz

/s/ Paul V. Reilly                           Chairman of the Board, President and Chief
---------------------------                               Executive Officer
Paul V. Reilly

/s/ W. Thomas Stephens                                        Director
---------------------------
W. Thomas Stephens

/s/ William R. Thomas                                         Director
---------------------------
William R. Thomas

</TABLE>

                                    II-7



<PAGE>
<PAGE>


                                EXHIBIT INDEX


    EXHIBIT NO.                      DESCRIPTION                        PAGE NO.
--------------------------------------------------------------------------------
        4         Mail-Well, Inc. 2001 Equity Incentive Plan

        5         Opinion of Rothgerber Johnson & Lyons LLP

       23.1       Consent of Ernst & Young LLP

       23.2       Consent of Rothgerber Johnson & Lyons LLP
                  (included in Exhibit 5 hereto)

       24         Power of Attorney (included on signature page
                  hereto)

                                    II-8
[{"type": "S-8", "sequence": "1", "filename": "mails8.txt", "description": "MAIL-WELL, INC. FORM S-8", "secsgml_size_bytes": 20673}]
{"company-data": {"conformed-name": "MAIL WELL INC", "cik": "0000920321", "assigned-sic": "2670", "irs-number": "841250533", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74490", "film-number": "1806082"}, "business-address": {"street1": "8310 S VALLEY HWY #400", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037908023"}, "mail-address": {"street1": "8310 S VALLEY HWY #400", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}, "former-company": {"former-conformed-name": "MAIL WELL HOLDINGS INC", "date-changed": "19940328"}}
As filed with the Securities and Exchange Commission on December 4, 2001

                                                Registration No. 333-
                                                                     ---------

==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                MAIL-WELL, INC.

              --------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

             Colorado                                   84-1250533
          (State or Other                              (IRS Employer
          Jurisdiction of                             Identification
  Incorporation or Organization)                          Number)

            8310 S. Valley Highway, #400, Englewood, Colorado 80112

            -------------------------------------------------------
                   (Address of Principal Executive Offices)

             MAIL-WELL, INC. 2001 LONG-TERM EQUITY INCENTIVE PLAN

     --------------------------------------------------------------------
                           (Full Title of the Plans)

           Roger Wertheimer                             COPIES TO:
            Mail-Well, Inc.                        Kevin M. Kelly, Esq.
     8310 S. Valley Highway, #400             Rothgerber Johnson & Lyons LLP
       Englewood, Colorado 80112               1200 17th Street, Suite 3000
(Name and Address of Agent for Service)           Denver, Colorado 80202
             (303) 790-8023                          (303) 623-9000

   ---------------------------------
(Telephone Number of Agent for Service)

                                          CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Securities to       Amount to be         Proposed Maximum       Proposed Maximum          Amount of
     be Registered            Registered         Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
Common Stock             4,425,000               $4.97(1)            $22,003,782(1)          $5,258.90(1)
==================================================================================================================
(1) Pursuant to Rule 457(c), (h) under the Securities Act of 1933,
as amended, the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated solely for purposes of
calculating the registration fee and are based upon the following: options
for 2,994,500 shares at a weighted average exercise price of $5.485 per
share; and 1,430,500 shares at $3.90 per share, which represents the average
of the high and low prices of the Common Stock as quoted on the New York
Stock Exchange on November 30, 2001.
TABLE OF CONTENTS

                                                                        Page
                                                                        ----

PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.......... II-1
         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.............. II-1
         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL............... II-2
         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS............ II-2
         ITEM 8.  EXHIBITS............................................. II-3
         ITEM 9.  UNDERTAKINGS......................................... II-4

SIGNATURES............................................................. II-6

EXHIBIT INDEX.......................................................... II-8
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, all of which were previously filed by
Mail-Well, Inc. (the "Company") (File No. 1-12551) with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act ("Exchange Act"), are hereby incorporated by reference:

         (1) the Company's Annual Report on Form 10-K for the year ended
December 31, 2000;

         (2) the Company's Quarterly Report on Form 10-Q and Amendment No. 1 to
Form l0-Q for the quarter ended March 31, 2001;

         (3) The Company's Quarterly Report on Form 10-Q and Amendment No. 1 to
Form 10-Q for the quarter ended June 30, 2001;

         (4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001;

         (5) the Company's Current Reports on Form 8-K, dated April 26,
2001, June 14, 2001, July 31, 2001; August 10, 2001; October 22, 2001; and
November 14, 2001.

         (6) all other reports filed pursuant to Section 13(a) or 13(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above; and

         (7) the description of the common stock of the Company, par value
$0.01 (the "Company Stock"), contained in the Company's Registration
Statement on Form 8-A, File No. 001-12551, filed by the Company under
Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration
Statement by reference and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document, all or a portion
of which is 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 in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any such statement so
modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the Company Stock registered pursuant to this Form
S-8 Registration Statement will be passed upon for the Company by the law
firm of Rothgerber Johnson & Lyons LLP, One Tabor Center, Suite 3000, 1200
17th Street, Denver, Colorado 80202, which has served as special counsel to
the Company in the preparation of the Form S-8 Registration Statement.
Herbert H. Davis, III, Senior Vice President-Corporate Development and Chief
Legal Officer of the Company is of counsel to Rothgerber Johnson & Lyons
LLP. Mr. Davis is also the beneficial owner of 20,000 shares of the
Company's Common Stock, 57,000 shares of the Company Stock that are
underlying stock options that are not currently in the money issued pursuant
to the 2001 Long-Term Equity Incentive Plan and 85,000 shares of restricted
stock awards, issued pursuant to the 2001 Long-Term Equity Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 7-109-101 et seq. of the Colorado Business Corporations Act
empowers a Colorado corporation to indemnify its directors, officers,
employees and agents under certain circumstances, as well as providing for
elimination of personal liability of directors and officers of a Colorado
corporation for monetary damages.

         A corporation must indemnify a person who was wholly successful, on
the merits or otherwise, in the defense of any proceeding to which the
person was a party because the person is or was a director, officer,
employee, fiduciary or agent, against reasonable expenses incurred by him or
her in connection with the proceeding.

         A corporation may indemnify a person made a party to a proceeding
because the person is or was a director, officer, employee, fiduciary or
agent if the person conducted himself or herself in good faith and the
person reasonably believed that his or her conduct was in or not opposed
to the best interests of the corporation (or in the case of a criminal
proceeding, had a reasonable belief that his or her conduct was not unlawful),
except that no indemnification is allowed in connection with a proceeding by
or in the right of the corporation in which the person seeking indemnification
was adjudged to be liable to the corporation or in connection with any other
proceeding in which the person was adjudged liable on the basis that he or
she derived an improper personal benefit.

         A corporation may purchase and maintain insurance on behalf of a
person who is or was a director, officer, employee, fiduciary or agent of
the corporation, or who, while a director, officer, employee, fiduciary or
agent of another domestic or foreign corporation or other person or an
employee benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a director,
officer, employee, fiduciary, or agent,

                                    II-2
whether or not the corporation would have power to indemnify the person
against the same liability under Section 7-109-101 et seq.

         Article V of the Articles of Incorporation of the Registrant reads
as follows:

         "The Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person, and the estate
and personal representative of any such person, against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he
or she is or was a director or officer of the Corporation or, while serving
as a director or officer of the Corporation, he or she is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign Corporation or other individual or
entity or of an employee benefit plan. The Corporation shall also indemnify
any person who is serving or has served the Corporation as director,
officer, employee, fiduciary, or agent, and that person's estate and
personal representative, to the extent and in the manner provided in any
bylaw, resolution of the shareholders or directors, contract, or otherwise,
so long as such provision is legally permissible."

         Article VI of the Articles of Incorporation of the Registrant reads
as follows:

         "There shall be no personal liability of a director to the
Corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director, except that said personal liability shall not
be eliminated to the Corporation or to the shareholders for monetary damages
arising due to any breach of the director's duty of loyalty to the
Corporation or to the shareholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
specified in section 7-108-403, C.R.S., or any transaction from which a
director derived an improper personal benefit. Notwithstanding any other
provisions herein, personal liability of a director shall be eliminated to
the greatest extent possible as is now, or in the future, provided for by
law. Any repeal or modification of the foregoing sentence shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to
such repeal or modification."

ITEM 8.  EXHIBITS

         The following exhibits are attached to this registration statement:

         Exhibit 4     Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan
         Exhibit 5     Opinion of Rothgerber Johnson & Lyons LLP
         Exhibit 23.1  Consent of Ernst & Young LLP
         Exhibit 23.2  Consent of Rothgerber Johnson & Lyons LLP (included in
                       Exhibit 5 hereto)
         Exhibit 24    Power of Attorney (included on signature page hereto)

                                    II-3
ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement;

                      (i)   to include any prospectus required by Section
                  10(a)(3) or the Securities Act;

                      (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;

                      (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.

                  (2) That, for the purpose of determining any liability
         under the Securities Act, each 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 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.

         (b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
                  REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.

         (h)      FILING OF REGISTRATION STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and

                                    II-4
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such
issue.

                                    II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on 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 Englewood and the State of
Colorado, on this 4th day of December, 2001.

                        MAIL-WELL, INC.

                        By: /s/ Paul V. Reilly
                            --------------------------------------------------
                            Paul V. Reilly, Chief Executive Officer

                        By: /s/ Michel P. Salbaing
                            --------------------------------------------------
                            Michel P. Salbaing, Senior Vice President Finance,
                            Chief Financial and Accounting Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                              POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Paul V. Reilly and Roger Wertheimer and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to
sign any amendments to this Registration Statement and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney-in-fact, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or any one of
them, or their or his substitute or substitutes, may lawfully do or causes
to be done by virtue hereof.
SIGNATURE                                       TITLE
---------------------------------------------------------------------------------------
/s/ Frank P. Diassi                                           Director
---------------------------
Frank P. Diassi

/s/ Frank J. Hevrdejs                                         Director
---------------------------
Frank J. Hevrdejs

                                    II-6
SIGNATURE                                       TITLE
---------------------------------------------------------------------------------------
/s/ Janice C. Peters                                          Director
---------------------------
Janice C. Peters

/s/ Jerome W. Pickholz                                        Director
---------------------------
Jerome W. Pickholz

/s/ Paul V. Reilly                           Chairman of the Board, President and Chief
---------------------------                               Executive Officer
Paul V. Reilly

/s/ W. Thomas Stephens                                        Director
---------------------------
W. Thomas Stephens

/s/ William R. Thomas                                         Director
---------------------------
William R. Thomas
II-7
EXHIBIT INDEX

    EXHIBIT NO.                      DESCRIPTION                        PAGE NO.
--------------------------------------------------------------------------------
        4         Mail-Well, Inc. 2001 Equity Incentive Plan

        5         Opinion of Rothgerber Johnson & Lyons LLP

       23.1       Consent of Ernst & Young LLP

       23.2       Consent of Rothgerber Johnson & Lyons LLP
                  (included in Exhibit 5 hereto)

       24         Power of Attorney (included on signature page
                  hereto)

                                    II-8