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

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

              Date of Report (Date of Earliest Event Reported)
                              January 28, 2002
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                            THE MEAD CORPORATION
                           ---------------------
           (Exact Name of Registrant as Specified in its Charter)


      Ohio                         1-2267                      31-0535759
      ----                         ------                      ----------
(State or Other            (Commission File Number)          (I.R.S. Employer
 Jurisdiction                                               Identification No.)
 of Incorporation)


Mead World Headquarters
Courthouse Plaza, Northeast
Dayton, Ohio                                                            45463
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(Address of Principal Executive Offices)                             (Zip Code)


                               (937) 495-6323
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            (Registrant's Telephone Number, Including Area Code)


                               Not Applicable
- -------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)






Item 5.  Other Events.

         On January 28, 2002, The Mead Corporation ("Mead") held a special
meeting of its stockholders to vote on the proposed merger of Michael
Merger Sub Corporation ("Michael Merger Sub") with and into Mead pursuant
to the Amended and Restated Agreement and Plan of Merger, dated as of
October 5, 2001, by and among MW Holding Corporation, Michael Merger Sub,
William Merger Sub Corporation, Mead and Westvaco Corporation ("Westvaco").
At the meeting, 78% of Mead's outstanding shares, representing over 99% of
those voting, were voted in favor of the proposed merger of equals with
Westvaco, which surpassed the two-thirds of the outstanding vote required
for approval. A copy of the press release, dated January 28, 2002,
announcing the results of the Mead special meeting is attached as exhibit
99.1 to this Report and is incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.


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

       99.1           The Mead Corporation Press Release, dated January 28, 2002










                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

Dated:  January 28, 2002
                                           THE MEAD CORPORATION


                                           By:  /s/ Sue K. McDonnell
                                                ------------------------------
                                           Name:  Sue K. McDonnell
                                           Title: Vice President,
                                                  General Counsel & Secretary






                               EXHIBIT INDEX



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

   99.1               The Mead Corporation Press Release, dated January 28, 2002

EX-99

                                                               Exhibit 99.1



ADDITIONAL INFORMATION:
Doug Draper (Media)
937-495-3319

Mark Pomerleau (Investors)
937-495-3456


               MEAD SHAREOWNERS APPROVE MERGER WITH WESTVACO

DAYTON, Ohio. January 28, 2002. The Mead Corporation (NYSE: MEA) announced
today that 78% of Mead's outstanding shares, representing 99% of those
voting, were voted in favor of the proposed merger of equals with Westvaco
Corporation at the company's special meeting today in Dayton, Ohio, which
surpassed the two-thirds of the outstanding vote required for approval.

"This vote shows that our shareowners recognize the value of the merger
with Westvaco," said Jerry Tatar, Mead's chairman, president and chief
executive officer. "We are excited about the vote and expect to complete
the merger tomorrow afternoon. MeadWestvaco will be a leading company in
our industry, uniquely positioned with strong global platforms in targeted
markets and the potential to generate superior financial returns. We look
forward to ringing the bell at the New York Stock Exchange on Wednesday
morning to celebrate our first day of trading as MeadWestvaco."

In August 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 paper, consumer and office products, and specialty
chemicals. The new company, MeadWestvaco Corporation, 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.

The Mead Corporation, a forest products company with $4.2 billion in annual
sales, is one of the leading North American producers of coated paper,
coated paperboard and consumer and office products, a world leader in
multiple packaging and specialty paper, and a producer of high-quality
corrugating medium. In management of the company's more than two million
acres of forests, Mead is committed to practicing principled forest
stewardship and using resources in a responsible and sustainable manner.
For additional information about Mead, visit the company's web site at
www.mead.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 each 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 currency movements. Mead 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 each Company's
reports filed with the SEC.

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