8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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       Date of Report (Date of earliest event reported): January 28, 2002

                              WESTVACO CORPORATION
             (Exact name of Registrant as specified in its charter)


           DELAWARE                  1-3013                  13-1466285

          (State of                  (Commission             (IRS Employer
          Incorporation)             File Number)            Identification
                                                             Number)


                    299 PARK AVENUE, NEW YORK, NEW YORK 10171
                    (Address of principal executive offices)


                                  212-688-5000
                          (Registrant's telephone No.)

                                       N/A
          (Former name or former address, if changed since last report)






ITEM V.   OTHER EVENTS

      On January 28, 2002, Westvaco Corporation ("Westvaco") issued a press
release announcing that more than 99 percent of shares voted, representing more
than 81 percent of all outstanding shares of Westvaco common stock, were cast in
favor of a proposed merger of equals with The Mead Corporation, surpassing the
50 percent vote required for approval. The votes were counted during a special
meeting of shareholders held on January 28, 2002 in Stamford, Connecticut.

      A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the full text of the exhibit.

ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS

    (c)  Exhibits:

             99.1  Press release issued by Westvaco Corporation on January 28,
                   2002






                                   SIGNATURES

      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.


                                          WESTVACO CORPORATION
                                          (Registrant)


Date:  January 29, 2002                   By: /s/ John W. Hetherington
                                             ------------------------------
                                          Name:  John W. Hetherington
                                          Title: Secretary and Assistant General
                                                 Counsel





EXHIBIT INDEX

Exhibit No.       Description
- -----------       -----------

99.1              Press release issued by Westvaco Corporation on January 28,
                  2002

EX-99

                                                                    EXHIBIT 99.1


                 WESTVACO SHAREHOLDERS APPROVE MERGER WITH MEAD

STAMFORD, Conn.--(BUSINESS WIRE)--Jan. 28, 2002--Westvaco Corporation (NYSE: W)
announced today that more than 99 percent of shares voted, representing more
than 81 percent of all outstanding shares of Westvaco common stock, were cast in
favor of a proposed merger of equals with The Mead Corporation, surpassing the
50 percent vote required for approval. The votes were counted during a special
meeting of shareholders held today in Stamford, CT.

"We are gratified that our shareholders appreciate the tremendous potential for
this merger to enhance the value of their investments," said John A. Luke, Jr.,
Chairman and Chief Executive Officer. "We expect to close the merger promptly
and look forward to our first day as MeadWestvaco. With its financial strength,
efficient business platforms and focus on attractive global markets, this new
enterprise will hold leading positions in value-creating global businesses."

On August 29, 2001, Mead and Westvaco announced that they agreed to a merger of
equals creating a global company with leading positions in packaging, coated and
specialty papers, consumer and office products, and specialty chemicals. The new
company, MeadWestvaco will have $8 billion in annual revenues, profitable growth
platforms in the company's four core businesses and a strong balance sheet with
substantial financial capacity.

Westvaco Corporation is headquartered in Stamford, CT, is a leading producer of
paperboard and value-added packaging for media, pharmaceutical and consumer
markets, and is a major producer of coated papers and specialty chemicals. The
company operates in 21 countries, serves customers in more than 70 countries,
and employs approximately 17,000 people worldwide. More information about
Westvaco's businesses and use of sustainable forestry practices can be found on
the company's web site, www.westvaco.com.
                        ----------------

Certain statements in this document and elsewhere by management of the company
that are neither reported financial results nor other historical information are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such information includes, without limitation,
the business outlook, assessment of market conditions, anticipated financial and
operating results, strategies, future plans, contingencies and contemplated
transactions of the company. Such forward-looking statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties
and other factors which may cause or contribute to actual results of company
operations, or the performance or achievements of the company, or industry
results, to differ materially from those expressed, or implied by the
forward-looking statements. In addition to any such risks, uncertainties and
other factors discussed elsewhere herein, risks, uncertainties and other factors
that could cause or contribute to actual results differing materially from those
expressed or implied for the forward-looking statements include, but are not
limited to, events or circumstances which affect the ability of Mead and
Westvaco to integrate successfully and achieve the anticipated benefits of the
transaction; competitive pricing for each company's products; changes in raw
materials; energy and other costs; fluctuations in demand and changes in
production capacities; changes to economic growth in the U.S. and international
economies, especially in Asia and Brazil; government policies and regulations,
including, but not limited to those affecting the environment and the tobacco
industry; and currency movements. Westvaco undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise. Investors are advised, however, to consult any
further disclosures made on related subjects in Mead's and Westvaco's reports
filed with the SEC.

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CONTACT:
     Westvaco Corporation
     Media Contact:
     William P. Fuller III, 203/461-7580
                       or
     Investor Relations Contacts:
     Roger A. Holmes, 203/461-7537
     Kathleen Weiss,  203/461-7543