SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment Number Three)

Mail-Well, Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

560321200
(Cusip Number)

10/31/2000
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        /X/ Rule 13d-1 (b)

        / / Rule 13d-1 (c)

        / / Rule 13d-1 (d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
             (a) [ ]          N/A
             (b) [ ]

3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Nebraska

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

9) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
        10,970,600

10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
                [ ]

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
        22.3%

12) TYPE OF REPORTING PERSON
        IA

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1) NAME OF REPORTING PERSON
        Wallace R. Weitz

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                (a) [ ]       N/A
                (b) [ ]

2) SEC USE ONLY

3) CITIZENSHIP OR PLACE OF ORGANIZATION
        Citizen of the United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        10,970,600

10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
                [ ]

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        22.3%

12) TYPE OF REPORTING PERSON
        IN

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Item 1(a). Name of Issuer:
        Mail-Well, Inc.

Item 1(b). Address of Issuer’s Principal Executive Office:
        23 Inverness Way East
        Suite 160
        Englewood, Colorado 80112

Item 2(a). Names of Persons Filing:
        Wallace R. Weitz & Company
        Wallace R. Weitz, President and Sole Owner of Wallace R. Weitz & Company

Item 2(b). Principal Business Address of Persons Filing:
        1125 South 103rd Street, Suite 600
        Omaha, Nebraska 68124-6008

Item 2(c). Citizenship:
        Wallace R. Weitz & Company — State of Nebraska
        Wallace R. Weitz – Citizen of United States of America

Item 2(d). Title of Class of Securities:
        Common Stock

Item 2(e). CUSIP Number:
        560321200

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:

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Item 4. Ownership:

	(a) Amount Beneficially Owned:
		(i) Weitz & Co. (ii) Weitz	10,970,600 Shares 10,970,600 Shares

	(b) Percent of Class:
		(i) Weitz & Co. (ii) Weitz	22.3% 22.3%

	(c) Number of Shares as to which such person has:     (I) sole power to direct vote:
		(i) Weitz & Co. (ii) Weitz	10,970,600 0

	(II) shared power to direct vote:
		(i) Weitz & Co. (ii) Weitz	10,970,600 10,970,600

	(III) sole power to dispose:
		(i) Weitz & Co. (ii) Weitz	10,970,600 0

	(IV) shared power to dispose:
		(i) Weitz & Co. (ii) Weitz	10,970,600 10,970,600

Item 5. Ownership of Five Percent or Less of a Class

        N/A

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company

        N/A

Item 8. Identification and Classification of Members of the Group

        N/A

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Item 9. Notice of Dissolution of Group

        N/A

Item 10. Certification

       Date : November 7, 2000

Joint Filing Agreement

In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement as of the 7th day of November, 2000.

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