Sec Form 4 Filing - BUXTON WINSLOW H @ BEMIS CO INC - 2006-05-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BUXTON WINSLOW H 2. Issuer Name and Ticker or Trading Symbol BEMIS CO INC [ BMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUITE 2300, 222 S. 9TH ST. 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2006 (Street) MINNEAPOLIS, MN55402-4099 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/02/2006 M 1,968 ( 2 ) A $ 31.39 16,320 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock ( 1 ) 05/02/2003 05/02/2006 M 1,968 05/02/2006( 2 ) 05/02/2006 Common Stock 1,968 ( 3 ) 0 D Phantom Stock ( 4 ) 10/01/1996 A 266.904 ( 5 ) ( 5 ) Phantom Stock 266.904 $ 35.125 266.904 D Phantom Stock ( 4 ) 12/31/1997 A 918.169 ( 5 ) ( 5 ) Phantom Stock 918.169 ( 6 ) 918.169 D Phantom Stock ( 4 ) 12/31/1998 A 1,021.659 ( 5 ) ( 5 ) Phantom Stock 1,021.659 ( 7 ) 1,021.659 D Phantom Stock ( 4 ) 12/31/1999 A 1,217.637 ( 5 ) ( 5 ) Phantom Stock 1,217.637 ( 8 ) 1,217.637 D Phantom Stock ( 4 ) 01/31/2000 A 1,239.541 ( 5 ) ( 5 ) Phantom Stock 1,239.541 ( 9 ) 1,239.541 D Phantom Stock ( 4 ) 12/31/2001 A 1,181.18 ( 5 ) ( 5 ) Phantom Stock 1,181.18 ( 10 ) 1,181.18 D Phantom Stock ( 4 ) 12/31/2002 A 988.945 ( 5 ) ( 5 ) Phantom Stock 988.945 ( 11 ) 988.945 D Phantom Stock ( 4 ) 12/31/2003 A 248.262 ( 5 ) ( 5 ) Phantom Stock 248.262 ( 12 ) 248.262 D Phantom Stock ( 4 ) 12/31/2004 A 573.592 ( 5 ) ( 5 ) Phantom Stock 573.592 ( 13 ) 573.592 D Phantom Stock ( 4 ) 12/31/2005 A 636.901 ( 5 ) ( 5 ) Phantom Stock 636.901 ( 14 ) 636.901 D Phantom Stock ( 4 ) 03/01/2006 A 158.782 ( 5 ) ( 5 ) Phantom Stock 158.782 ( 15 ) 25,238.029 ( 16 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BU XTON WINSLOW H SUITE 2300 222 S. 9TH ST. MINNEAPOLIS, MN55402-4099 X Signatures J J Seifert Power of Attorney 05/05/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Security converts to Common Stock on a one-for-one basis on date of conversion. ( 2 )Stock Award granted to Bemis Director pursuant to 2001 Stock Incentive Plan exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of May 2, 2006. Payout of 1,968 shares was made on May 2, 2006. ( 3 )Will know price on the date of conversion. ( 4 )Phantom Stock units convert to one share of Common Stock. On date of payout, distribution is made in cash equivalent to value of Phantom Stock units. ( 5 )In a single lump sum distribution in January following termination of service as a Director. ( 6 )Acquired at various dates from January 1, 1997 to December 31, 1997 at prices ranging from $35.875 to $44.875. ( 7 )Acquired at various dates from January 1, 1998 to December 31, 1998 at prices ranging from $33.9375 to $45.125. ( 8 )Acquired at various dates from January 1, 1999 to December 31, 1999 at prices ranging from $31.4375 to $38.3125. ( 9 )Acquired at various dates from January 1, 2000 to December 31, 2000 at prices ranging from $31.75 to $36.5625. ( 10 )Acquired at various dates from January 1, 2001 to December 31, 2001 at prices ranging from $32.1875 to $49.99. ( 11 )Acquired at various dates from January 1, 2002 to December 31, 2002 at prices ranging from $47.77 to $56.78. ( 12 )Acquired at various dates from January 1, 2003 to December 31, 2003 at prices ranging from $41.26 to $46.48. ( 13 )Acquired at various dates from January 1, 2004 to December 31, 2004 at prices ranging from $25.81 to $27.85. ( 14 )Acquired at various dates from January 1, 2005 to December 31, 2005 at prices ranging from $26.02 to $30.36. ( 15 )Acquired on March 1, 2006 at a price of $30.01. ( 16 )For ALL Phantom Stock (combined - listed above, including the 2004 Two-for-One Stock Split) - quarterly dividends increase the amount in Column 5(a) to this total number of derivative securities as of the date of this filing.

Remarks: Reporting Person retired as a Director on May 4, 2006.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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