8-K

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                                 UNITED STATES
                      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


                                 MAY 22, 2002

                                MAIL-WELL, INC.
            (Exact Name of Registrant as Specified in its Charter)

                                   COLORADO
                (State or Other Jurisdiction of Incorporation)

         1-12551                                       84-1250533
(Commission File Number)                  (IRS Employer Identification Number)

                 8310 S. VALLEY HWY. #400, ENGLEWOOD, CO 80112
              (Address of principal executive offices) (Zip Code)

                                 303-790-8023
             (Registrant's telephone number, including area code)


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ITEM 5.  OTHER EVENTS.


Please see the press release attached as Exhibit 99.1 regarding the
company's divestiture of its Label division for $75 million in cash.






                                 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.

                                            Mail-Well, Inc.
                                            ---------------
                                              (Registrant)


                                            By: /s/ Michel P. Salbaing
                                                ----------------------------
                                                Michel P. Salbaing
                                                Sr. Vice President and CFO
Date:  May 22, 2002





                                EXHIBIT INDEX

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

99.1         Press Release, dated May 22, 2002.

EX-99.1

                                                                Exhibit 99.1
                                                                ------------

      tel: 303.665.4200

    fax: 303.665.5955

  1075 South Boulder Road, Suite 205

Louisville, Colorado 80027

                                                 [CTA Public Relations logo]
                                                               www.ctapr.com

                                   *NEWS*


FOR IMMEDIATE RELEASE: MAY 22, 2002

CONTACT: Michel P. Salbaing
         Senior Vice President and Chief Financial Officer
         Mail-Well, Inc.
         303-790-8023

         Gregory B. Powell, General Manager
         Bevo Beaven, Vice President
         CTA Public Relations
         (303) 665-4200


            MAIL-WELL ANNOUNCES SALE OF MAIL-WELL LABEL DIVISION

     ENGLEWOOD, Colo., May 22, 2002 -- Mail-Well, Inc. (NYSE: MWL) announced
     today that it has consummated the sale of its Mail-Well Label division
     for an undisclosed amount. The purchaser is Renaissance Mark, a
     privately held company owned by Greg Mosher and Arsenal Capital
     Partners, based in Denver, CO.

     "The sale of our label division is a key step in the implementation of
     our strategic plan, narrowing our lines of business and reducing our
     debt load," said Paul Reilly, Mail-Well's chairman, president and CEO.
     "We have been very impressed by the enthusiasm and commitment Greg
     Mosher has shown for the label business, and we are delighted that this
     purchaser represents such an exciting opportunity for the customers,
     management and employees of the label division. We expect to maintain a
     valuable strategic relationship with Renaissance Mark in the printing
     business going forward," Reilly added.

     Mail-Well, until 2001, had specialized in four growing multibillion-dollar
     market segments in the highly fragmented printing industry: commercial
     printing, envelopes, labels and printed office products. Following the
     sale of the label division, Mail-Well has approximately 11,000 employees
     and more than 85 printing facilities and numerous sales offices throughout
     North America. The previously announced strategic plan will result in the
     company concentrating on its Envelope and Commercial Print segments, where
     already it holds leading positions.


                                  - more -





     These segments achieved sales of $1.6 billion in 2001. The other
     segments have been or will be exited. The company is headquartered in
     Englewood, Colorado.

     This press release may make forward-looking statements, which are
     subject to various uncertainties and risks that could affect their
     outcome. Factors, which could cause or contribute to differences
     include, but are not limited to, the ability to execute strategic
     initiatives including the timely sale of certain assets at favorable
     prices, economic conditions, product demand and sales, ability to
     obtain assumed productivity and cost savings, interest rates, foreign
     currency exchange rates, paper and raw material costs and the ability
     to pass them through to customers, waste paper prices, postage rates,
     union relations, competition and competitor's actions, and changes in
     the direct mail industry. Please refer to the company's 10-K, 10-Qs and
     other SEC filings for a more detailed discussion of the risks. This
     press release does not constitute an offer to sell or solicitation of
     an offer to buy Mail-Well securities.

     News Releases and other information on Mail-Well can be accessed at
     www.mail-well.com.

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