UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

{X}     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934:  For the fiscal year ended December 31, 1996.

        OR

{ }     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

                        Commission File No. 33-70476

REPAP WISCONSIN, INC.
(Exact name of registrant as specified in its charter)

Wisconsin       39-1247669
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

433 North Main Street
Kimberly, Wisconsin     54136
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code      (414) 788-3511

Securities registered pursuant to Section 12(b) of the Act:

        NONE

Securities registered pursuant to Section 12(g) of the Act:

$250,000,000 9 % First Priority Senior Secured Notes Due February 1, 2002
$150,000,000 97/8% Second Priority Senior Secured Notes Due May 1, 2006

Indicate by check mark whether the registrant (1) has filed all reports 

required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days. {X} Yes { } No

Indicated by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. {X}
<PAGE>

PART I


ITEM 1  BUSINESS

General

        Repap Wisconsin, Inc. (the Company) is a producer of high quality 
grades of recycled coated paper and produces a complete range of coated paper 
products.  The Company was purchased by Repap Enterprises Inc. (Repap 
Enterprises) in 1976 for $12 million.  Following the acquisition, the 
Company undertook a capital investment program completed in 1989 of $587 
million to construct two new coated paper machines and to modernize 
one of the existing machines, while shutting down the remaining four.  
The objective of these investments was to convert the Company from a small, 
low margin operation, producing approximately 135,000 tons per year of 
medium quality coated groundwood and freesheet paper, to a leading 
producer of high quality grades of coated paper capable of supplying 
a full spectrum of product grades and basis weights to the growing 
North American coated paper market.

        By 1994, the Company had successfully converted all of its coated 
paper grades to recycled content without changing the quality of its product 
line.  The Company believes that its use of recycled fibers in all of its 
coated paper grades has become a marketing advantage as the public's 
awareness of environmental issues has increased. To enhance its capacity for
producing recycled coated paper grades, the Company acquired a 25,000 ton 
per year recycling facility in 1994 that uses office and other waste paper 
to produce recycled fiber.

        The Company's current operating annual coated paper design capacity 
totals approximately 508,000 tons as of December 31, 1996.  Among the top ten 
producers of coated paper in North America, based on total annual design 
capacity as reported by industry sources, the Company's average annual 
design capacity per machine of approximately 169,000 tons represents the 
highest productive capacity per machine in the United States and the second 
highest in North America.
<PAGE>

Coated Paper Markets

        The Company's products are used for magazines, catalogues, brochures, 
advertising inserts and annual reports.  The markets for coated paper 
products are highly competitive with a number of major companies competing 
in each market.  The four largest producers of coated paper in North America 
are Champion International Corporation, the S.D. Warren Company, a 
subsidiary of Sappi Limited, Consolidated Papers, Inc. and Repap Enterprises 
(including the Company and Repap New Brunswick Inc.).  Repap has a design 
capacity of 1.0 million tons annually (0.5 million tons for the Company).

        Based on design capacity, the Company is the ninth largest coated 
paper producer in North America and competes with other U.S., Canadian and 
European producers in all of its product lines. Competition is primarily 
on the basis of quality, breadth of product line and price, as well as 
product innovation and sales and distribution support. No. 5 machine coated 
paper also competes with uncoated supercalendered paper.  In addition, the 
market for paper generally competes with non-paper substitutes, such as 
electronic media.

        The Company's competitive strengths in the coated paper market 
include high product quality, a broad product line, excellent sales support 
and leadership in recycled grades.  The Company has developed a line of 
fully recycled paper products across a wide spectrum of weights and 
finishes, with the same quality standards as non-recycled coated paper
products, and believes that it is well positioned to meet any shift in 
customer demand toward recycled coated paper.

        The Company believes that the demand for high quality grades of 
recycled coated paper is growing as the general public becomes increasingly 
aware of the environmental impact of paper disposal in landfills.  In the 
United States, manufacturers of recycled coated paper use an average of 50% 
recycled content, including 10% post-consumer fiber, in the raw material
mix of their recycled grades.  Although recycled fiber can be used in most 
papers, several factors determine the recycled content of paper and paper 
products, including available technology, economics and product performance 
requirements.  Due to the lower quality of paper in the newsprint, tissue 
and packaging papers industries, producers of these grades can use 
substantially greater amounts of post-consumer fiber in their grades versus 
coated paper producers.

        While seasonal variation in demand is not a major factor in the 
Company's business, sales volumes increase in general during the third and 
fourth quarters of each year, particularly in September and October, as the 
use of paper increases for the holiday season printing of catalogues and 
advertising inserts.
<PAGE>

Operating Strategy

        Modern Equipment

        The Company's modern asset base, along with various ongoing 
productivity improvements, allows the Company to maintain its status as a 
low cost producer of high quality coated paper.

        Product and Fiber Mix Flexibility

        The Company has the ability of changing the mix of paper produced on 
its W-7 machine between coated freesheet grades in either sheet or roll form.  
In addition, the Company's W-5 machine has a "swing design" capability, 
allowing it to produce either coated groundwood or freesheet paper.  Also, 
being only partially fiber integrated facilitates product mix flexibility and
optimization of fiber mix and costs.  This flexibility in the production mix 
allows the Company to maximize profitability as market conditions change.

        Environmental Stewardship

        The Company furthered its commitment to recycled coated paper by 
converting all of its line of products to include recycled content without 
changing the quality of its existing line. Management believes that it is 
the only producer of coated paper to have successfully converted its entire 
line of coated paper products to include recycled content.  In addition, the 
Company's recycling facility is expected to provide a significant portion 
of its longer term recycled fiber requirements.

        Quality

        The Company has achieved ISO 9002 certification, an important 
benchmark in its strategy of being recognized as a quality leader in the 
industry.  The International Standards Organization (ISO) 9002 certification 
provides a consistent framework for maintaining total quality management 
principles at Repap Wisconsin and identifies the Company as a world-class
supplier.

        Marketing

        The Company's full line of coated paper has enabled it to supply the 
complete coated paper needs of many of its customers.  In addition, the 
Company believes that its use of recycled fibers in all of its coated paper 
grades has become a marketing advantage as the public's awareness
of environmental issues has increased.
<PAGE>

        The Company sells its products through Repap Sales Corporation 
(Repap Sales) on a commission basis, as agent, to end users (such as 
printers and magazine publishers),  to third-party "merchants" and to 
"brokerage" distributors (See Item 13 "Certain Relationships & Related
Transactions"). The Company rarely enters into long-term contracts, which 
would fix the list price and discounts at which its products may be sold, 
allowing it to take advantage of upturns in market prices while subjecting 
it to greater exposure to changes in prices than manufacturers that enter 
into such contracts.  Sales to WWF Paper Corporation, in which Repap Sales 
has an investment in preferred stock, were 18% and 14% of net sales during 
1995 and 1996, respectively.  Sales to Unisource Worldwide Inc. were 14% 
and 15% of net sales during 1995 and 1996, respectively.

        With respect to product inventories, the Company generally maintains 
inventories at a level required to meet the delivery requirements of its 
customers.  With respect to order backlogs, at March 24, 1997 the Company 
had a total backlog of 48 days in coated groundwood paper and 24 days in 
coated freesheet paper as compared to 21 days and 7 days, respectively, 
at March 24, 1996.  Order backlogs vary on a seasonal basis and are also 
impacted by the market demand for paper.

        Almost all of the Company's products are sold to customers in North 
America, with approximately 40% of product shipments being delivered to 
customers within 500  miles of the facility.  Substantially all of the 
Company's distributions are made from local warehouses.  The Company is not 
dependent upon a particular mode of transportation in delivering its products.
Approximately 80 percent of its shipments are delivered by truck, and the 
remainder are delivered primarily by rail.

Supply Requirements

        A basic raw material used by the Company is wood, which is converted 
into pulp for use in producing its coated paper products.  Although the 
Company does not own any timber resources, it operates an on-site hardwood 
groundwood pulp mill with an annual design capacity of approximately 45,000 
metric tons, which is normally sufficient to meet the Company's groundwood 
pulp requirements.  Wood used to make the hardwood  groundwood pulp is
obtained from approximately 35 independent suppliers in northern Wisconsin 
at prevailing market rates and is stored at the facility.  From time to 
time, hardwood groundwood pulp is purchased from third-party vendors when 
the Company's demand exceeds the hardwood groundwood mill's capacity.

        The Company's other wood fiber requirements consist of softwood and 
hardwood kraft pulp, pre and post consumer recycled fiber and secondary 
fiber rolls purchased from third party vendors.  The Company's kraft pulp 
purchases are made mainly through Repap Enterprises'pulp procurement 
department, which negotiates the prices and terms of delivery of the 
Company's pulp purchases.  The Company's annual requirements of softwood 
<PAGE>
kraft are suppliedby Repap Enterprises and its subsidiaries, Repap British 
Columbia, Inc. (Repap British Columbia) and Repap New Brunswick Inc. 
(Repap New Brunswick), as well as other suppliers that are not affiliated 
with the Company, at market prices less a market rate discount.  In 
addition, the Company purchases hardwood kraft from Repap Enterprises, as 
well as on the open market as needed.

        Recycled fiber and secondary fiber rolls can be used in place of 
kraft pulp in manufacturing coated paper and are acquired by the Company's 
purchasing department at market prices. The Company has entered into a 
long-term contract with one supplier, terminating in 1998, for approximately 
50% of its anticipated usage of post-consumer recycled fiber.  The balance of 
the post-consumer fiber requirements is provided by the Company's recycling 
facility, as well as what is purchased at market prices from three other 
suppliers.  See Item 2 "Properties".

        The majority of the Company's pulp supplies are transported by rail 
to the Company's facility.  Pulp from Repap British Columbia can also be 
delivered by ship to Green Bay, Wisconsin and transported by truck to the 
Company's facilities, which are only 30 miles away.

        The Company's coating and filler clay requirements are provided by 
six suppliers.  The Company has a long-term contract, expiring in 1999, with 
one of these suppliers and two-year purchase agreements with the remaining 
five.  In addition, the Company has also entered into supply agreements with 
two major calcium carbonate suppliers, which have built manufacturing
plants adjacent to the facility.  These suppliers deliver calcium carbonate 
fillers to the Company through underground pipelines, providing 
cost-effective "just in time" delivery rather than through traditional rail 
or trucking shipments.  The pricing terms of these supply contracts vary, and
include provisions for annual negotiation of prices and annual price 
adjustments in accordance with average market price changes.

        Water used for the production of coated paper is drawn from the 
Fox River, which runs adjacent to the Company's facility.  The Company's 
supply of other raw materials-latex, starch, opacifiers and coal is all 
under contract with various major suppliers and is delivered to the mill
either by rail or by truck.

        The Company believes that it has adequate sources of raw materials 
necessary for the manufacture of coated paper for the foreseeable future.  
In the event that any of its suppliers is unable to meet the Company's 
demands, the Company believes that adequate alternative suppliers or 
substitute materials are available.
<PAGE>

Energy Requirements

        The Company's energy requirements in 1996 were satisfied through 
coal (45% of total requirements), electricity (17%), natural gas (32%), 
oil (4%) and wood residue (a by-product of the manufacture of coated paper) 
(2%).  Coal is supplied by three producers. Of the Company's electricity 
requirements, 15% are satisfied through steam turbines owned by the Company, 
which operate using steam produced as a by-product of the Company's use of 
coal, natural gas, oil and wood residue, and the remainder is purchased from 
the power company. Steam is also used in the manufacture of coated paper.

        In 1993, the Company entered into an agreement with Wisconsin 
Electric Power Company (WEPCO) to construct a cogeneration facility adjacent 
to the Company's mill which would have provided steam for its paper making 
operations.  In late 1993, the Wisconsin Public Service Commission (PSC) 
issued an order denying WEPCO's application and chose another cogeneration 
project to proceed in lieu of WEPCO's.  The Company is contingently liable 
for approximately $4.9 million in engineering costs incurred by WEPCO in 
the event that the related engineering costs cannot be recovered by WEPCO 
through a sale of the equipment or in a comparable project in the future.

Environmental Matters

        The Company is subject to increasingly stringent environmental laws, 
regulations and standards by federal, state and local authorities, which 
impose effluent and emission standards and other requirements on the 
Company's operations.  These laws and regulations require the Company to 
obtain permits and licenses from appropriate governmental authorities with 
respect to its mills and to operate its mills in compliance with such permits 
and licenses.

        Environmental operating expenses amount to approximately 1% of net 
sales.  The Company's cost of meeting the requirements of applicable 
environmental laws and regulations resulted in capital expenditures of 
$0.7 million, $0.6 million and $1.3 million in 1994, 1995 and
1996, respectively.  The Company estimates that its capital expenditures 
necessary to comply with various environmental regulatory requirements in 
1997 will be approximately $1.6 million.

        CERCLA (Comprehensive Environmental Response Compensation and 
Liability Act of 1980) addresses problems by the release of any "hazardous 
substance" into the environment. The Company currently uses no extremely 
hazardous material in the mill.  It is the Company's intention to continue 
to remove materials that pose a potential hazard as is practicable.  PCB
transformer removal, asbestos removal, mercury containing manometers and 
control device removal have all been handled and will continue to be handled 
on this basis to eliminate potential liabilities.  The Company will continue 
to be proactive in this matter.
<PAGE>

        In 1989, the EPA commenced the Great Lakes Initiative (the "GLI") 
in order to adopt uniform water quality standards in the Great Lakes region.  
The proposed regulations have been published and legislation for enactment 
is pending.  Although it is expected that the GLI will impose more stringent 
regulations on all discharges into the Great Lakes and feeding tributaries,
the Company does not believe that the GLI will have a material adverse 
effect on its operations or financial condition.

        The area in which the Company will be regulated under the EPA 
Cluster Rules is conventional pollutants.  The Company will be able to 
comply with the tighter restrictions with the controls currently in 
operation and future capital expenditures will not be necessary.

        Although some pollution abatement and solid waste disposal 
facilities produce improvements in operating efficiency, most increase 
product cost without enhancing capacity or operating efficiency.  Since 
other paper products companies are also subject to environmental laws and 
regulations, the Company does not believe that compliance with such laws and
regulations will have a material adverse effect on its competitive position.

        The Company, in March 1996, had been issued a Notice of Violation 
(NOV) from the United States Environmental Protection Agency (EPA) regarding 
opacity readings from the second quarter of 1995 that relate to two of its 
stoker coal fired boilers.  In September 1996, the EPA issued another NOV on 
a stack test with respect to particulate emissions from 1993.  In
December 1996, the Department of Justice (DOJ) notified the Company it would 
recommend expeditious settlement of the above opacity and particulate NOVs 
by stipulation.  The Company met with the DOJ in February 1997 and 
negotiated an equitable settlement.  The Company has adequately accrued 
for the negotiated settlement.

Research and Development

        The Company's research objectives generally are to develop new and 
improved products, such as higher quality recycled paper, and to develop 
better methods of processing materials. The Company has developed a line of 
recycled paper grades across a wide spectrum of weights and finishes.  
During 1994, 1995 and 1996, the Company spent approximately $0.7 million, 
$0.9 million and $1.1 million, respectively, on research and development 
activities (including service calls to customers) relating to the 
development of new or improved products and processes, the majority of 
which is paid to Repap Technologies Inc.(Repap Technologies), a wholly-owned
subsidiary of Repap Enterprises.
<PAGE>

        Typical projects undertaken by Repap Technologies include the 
enhancement of paper machine and coater performance by determining optimal 
refining parameters for groundwood and chemical fibers, assessment of 
alternative and more economical components of coatings, bleaching strategies 
to improve the optical properties of recycled fiber and improving the
efficiency of paper machine and coater operations by investigating the 
causes of incidents that limit productivity. In addition, Repap Technologies 
undertakes on-going studies of competitors' products in order to enhance 
the competitiveness of the Company's products.

Employees and Labor Relations

        The Company's work force fluctuates over the year.  At 
December 31, 1996, the Company had approximately 1,117 employees (195 of 
whom were management and administrative employees and 922 of whom were 
hourly employees).  Of the Company hourly employees, 901 are represented 
by the Papermill Workers Union of Kimberly, Wisconsin, which is an
independent union.  The Company has never experienced any work stoppages 
or strikes.  The current six-year collective bargaining contract expires 
on November 30, 2000.  The Company believes that its relationship with 
its employees is good.

Other

        On August 9, 1994, the Company reincorporated from Delaware to 
Wisconsin and converted each of its classes of preferred and common stock to 
no par value classes of stock. Accordingly, the total number of shares 
issued and outstanding and the redemption values per share were adjusted 
proportionately to reduce the number of issued shares while maintaining
the aggregate redemption values.  The capital stock accounts have been 
restated to reflect the conversions.

Subsequent Events

In July 1996, Repap Enterprises engaged investment advisors to explore 
strategic alternatives available to Repap Enterprises and its subsidiaries 
to maximize shareholder value.

On December 17, 1996 (and as amended March 3, 1997), Avenor Inc. (Avenor) 
and Repap Enterprises entered into a Pre-Merger Agreement providing for the 
amalgamation of Avenor and Repap Enterprises pursuant to an Amalgamation 
Agreement whereby common and preferred stock of Repap Enterprises would 
have been exchanged for common stock of Avenor.  On March 26, 1997, 
Avenor shareholders voted to not approve the proposed amalgamation.

The management of Repap Enterprises is considering what steps to take 
following the rejection of the proposed amalgamation by the Avenor 
shareholders.  Management and the Board of Directors of Repap Enterprises 
intend to pursue a strategy that is in the best interest of preserving and 
creating value for its shareholders.  It is uncertain what, if any, impact 
that would have on the Company.  See Note 13 of Notes to Consolidated 
Financial Statements.
<PAGE>

ITEM 2  PROPERTIES

        The Company owns and operates a world-class coated paper complex in 
Kimberly, Wisconsin, containing three modern coated paper machines with a 
total annual design capacity of 508,000 tons, as well as a bleached hardwood 
groundwood pulp mill.  In addition, the Company purchased a recycling 
facility in 1994 located in Appleton, Wisconsin.

        The No. 5 machine (W-5) has an annual design capacity of 109,000 
tons.  The W-5 machine, based on a "swing design," produces both coated 
groundwood and coated freesheet papers in basis weights ranging from 45 to 
70 lbs.  This complex was built in 1955- 1956 and rebuilt in 1985-1986.

        The No. 6 machine (W-6) has an annual design capacity of 
145,000 tons.  The W-6 machine produces coated groundwood papers for use in 
the web offset and rotogravure printing markets in basis weights ranging 
from 32 to 50 lbs.   This complex was newly constructed in 1980 and 1981.

        The No. 7 machine (W-7) has an annual design capacity of 254,000 
tons.  The W-7 machine produces coated freesheet papers in the No. 1 to 
No. 3 range for both web and sheetfed offset printing in basis weights 
ranging from 45 to 183 lbs.  This complex was constructed in 1987-1988 and 
commenced operation in late 1988.  The W-7 machine is one of
the North American coated paper industry's largest and fastest medium to 
heavy weight coated freesheet paper machines.  The broad range of basis 
weights that the W-7 machine is able to manufacture makes it one of the 
most technologically advanced coated freesheet paper machines in North 
America.

        The Company's hardwood groundwood pulp mill, which is comprised of 
eight grinders connected in pairs, uses peroxide in the bleaching of pulp.  
The grinders produce approximately 45,000 metric tons of pulp annually.  
Pulp from the grinders can be pumped directly to the Company's paper machine 
facilities.  Six grinders were installed in 1927, and two were added in
1941.  Since 1978, the Company has from time to time upgraded and made 
modifications to its pulp mill.

        The Company's recycling facility, located on 13 acres, uses office 
and other waste paper to make recycled fiber.  The facility is currently
producing 80 tons per day and is expected to provide a significant portion 
of the Company's longer term recycled fiber requirements.

        The Company maintains on-site warehousing for approximately 9,000 
tons of pulp, 9,000 tons of work-in-process coated paper rolls, 4,000 tons 
of finished sheets and 4,000 tons of finished rolls.  Warehouses are also 
leased locally by the Company as required to meet its additional storage 
needs.
<PAGE>


ITEM 3  LEGAL PROCEEDINGS

        The Company is not a party to any material legal proceedings.


ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of security holders during 
        1996.


        PART II


ITEM 5       MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                     STOCKHOLDER MATTERS.

        There is no public market for the stock of the Company.  The number 
        of holders of record of the Company's common stock as of 
        December 31, 1996 was 1.
<PAGE>

<TABLE>

ITEM 6                             SELECTED FINANCIAL DATA
                                   (dollars in millions, except operating data)

<CAPTION>
                                                            Year Ended December 31,
                                                     1992     1993     1994     1995     1996
<S>                                                  <C>     <C>       <C>      <C>      <C>
 Statement of Operations Data
   Net sales                                         $305.0   $364.3   $418.2   $509.5   $404.7
   Operating profit                                     3.5     36.8     39.5     74.9     26.7
   Interest expense and amortization of
      financing fees                                   26.2     26.8     41.6     41.1     40.7
   Income (loss) before extraordinary items           (27.6)     4.8     (0.4)    26.9     (6.6)
   Net income (loss)                                  (27.6)    (7.4)     0.6     27.3     (6.6)

 Balance Sheet Data
   Working Capital                                    $27.7    $49.7    $23.9    $87.5    $53.0
   Property, plant and equipment (net)                497.0    486.7    481.8    474.4    468.5
   Total assets                                       596.0    596.5    606.7    655.5    646.6
   Total debt (including current maturities)          239.0    252.9    400.0    413.2    414.6
   Redeemable preferred stock                          85.8    107.4      5.8      5.8      6.4
   Common and other shareholders' equity              148.2    125.9    100.9    126.6    119.4

 Other Financial Data
   Capital expenditures                                $4.7     $7.7    $15.4    $12.8    $15.7
   EBITDA (1)                                          22.3     62.1     66.2    100.7     50.0

 Operating Data
   Production (thousands of tons)                       401      463      484      489      448
   Average production per day (tons)                  1,137    1,286    1,336    1,359    1,364
   Shipments (thousands of tons)                        396      454      514      473      443

<FN>
 (1)EBITDA=Operating profit plus depreciation and amortization and the non-cash portion of the charge
       for post-retirement benefits costs. EBITDA is presented because it is a widely accepted
       financial indicator of a company's ability to service and incur debt. EBITDA should not be
       considered by an investor as an alternative to net income as an indicator of the Company's
       operating performance or as an alternative to cash flows as a measure of liquidity.

</TABLE>

<PAGE>



ITEM 7          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITIONS AND RESULTS OF OPERATIONS

Results of Operations - 1996 Compared to 1995

Net Sales

        Net sales decreased 21% in 1996 to $404.7 million from $509.5 million 
in 1995.  The decrease was due to lower prices for the Company's coated 
paper as well as lower sales volumes.

        Lower pricing resulted in decreased net sales revenue of $72.0 
million.  On a per ton basis, average net sales decreased $163 per ton or 
15%, from $1,077 per ton in 1995 to $914 per ton in 1996.  Net sales per ton 
decreased steadily throughout 1996 but the majority (94%) of the decline 
occurred in the first three quarters of the year .  Pricing stabilized in the
fourth quarter in the wake of improved sales volumes, decreased inventory 
levels and increased order backlogs.

        Lower sales volume resulted in decreased net sales revenue of $32.8 
million. Shipments decreased 30,438 tons or 6%, from 472,946 tons in 1995 to 
442,508 tons in 1996.  However,  after a difficult first quarter, sales 
volumes improved steadily throughout the remainder of 1996.  Shipments 
increased 55,852 tons or 29%, from 193,328 tons in the first half of 1996 
to 249,180 tons in the second half of 1996.  The last four months of 1996
accounted for 40% of total shipments for 1996.

Cost of Sales, other than Depreciation and Amortization

        Cost of sales, other than depreciation and amortization, amounted 
to $333.2 million for 1996, a $54.5 million decrease over 1995.  The 
decrease in cost of sales resulted from a decrease in production costs, 
amounting to $29.6 million, combined with reduced sales volume, amounting 
to $24.9 million. On a per ton basis, cost of sales decreased $67 per ton
to $753 per ton for 1996 compared to $820 per ton in 1995.  As a percentage 
of net sales, cost of sales increased from 76% in 1995 to 82% in 1996, 
reflecting the fact that decreases in sell price outpaced decreases in costs.  
One factor negatively impacting costs was 36 days of market and maintenance 
related downtime taken by the Company in 1996.  It is estimated that this 
downtime negatively impacted costs by approximately $15 per ton.
The decrease in production cost noted above was due mainly to decreased 
fiber cost combined with rigorous cost control.  Fiber accounted for 
approximately 40% of the Company's total 1996 production cost.  After 
reaching record highs in the later part of 1995, fiber prices plummeted 
during the early part of 1996.  The market price for northern softwood
kraft reached a high of $985 per air dry metric ton (ADMT) in October of 
1995, after which the price dropped to $520/ADMT by April 1996 before 
<PAGE>
rebounding somewhat to $580/ADMT by December 1996.  A similar story for 
northern hardwood kraft pulp which hit a record price of $860/ADMT in 1995 
before dropping to $400/ADMT by April 1996 and then rebounded to
$505/ADMT by December 1996.   Due to high inventories of pulp, built up 
during the second half of 1995 in anticipation of higher pulp prices, the 
Company was unable to take full advantage of lower market pulp prices until 
the third quarter of 1996.

Depreciation and Amortization

        The Company uses a unit of production method for most of its 
machinery and equipment. As a result, depreciation and amortization 
fluctuate with the level of production.  Depreciation and amortization 
totaled $22.6 million in 1996 as compared to $21.6 million in 1995.  See 
Note 1 of Notes to Consolidated Financial Statements.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses decreased $3.1 million 
to $22.2 million in 1996 from $25.3 million in 1995.  The decrease was 
primarily caused by decreased selling commissions due to lower net sales 
in 1996.

Interest Expense and Amortization of Financing Fees

        Interest expense and amortization of financing fees of $40.7 million 
in 1996 remained comparable to the $41.1 million reported in 1995.  See 
Liquidity and Capital Resources and Note 4 of Notes to Consolidated 
Financial Statements.

Other Income

        Other income was $5.2 million in 1996 compared with $1.2 million in 
1995.  The increase in 1996 relates primarily to interest income on forward 
purchases contracts of pulp to be received in the form of additional pulp on 
the forward purchases contracts.
<PAGE>
Income Taxes

        The Company recorded an income tax benefit of $2.3 million in 1996, 
partially offset by a $0.7 million change in the valuation allowance 
relating to prior year's net operating losses.  The Company has not assumed 
any future income in determining the necessary valuation allowances for the 
various carryforwards.  See Note 10 of Notes to Consolidated Financial
Statements.


Results of Operations - 1995 Compared to 1994

Net Sales

        Net sales increased 22% in 1995 to $509.5 million from $418.2 
million in 1994.  The increase was due mainly to higher prices for the 
Company's coated paper products.  Higher pricing resulted in increased net 
sales revenue of $124.6 million.  On a per ton basis, net sales increased 
$263 per ton or 32%, from $814 per ton in 1994 to $1,077 per ton in 1995.
Due to a continuing strong demand for coated paper caused by an advancing 
economy and limited additional capacity, coated paper pricing continued 
the upward trend started in July of 1994.  In addition, general price 
discounts on freesheet web and groundwood grades were virtually eliminated 
in 1995.

        Partially offsetting the increase in net sales caused by higher net 
sell prices was a reduced sales volume. Shipments decreased 40,894 tons or 
8%, from 513,840 tons in 1994 to 472,946 tons in 1995.  This reduced sales 
volume resulted in decreased net sales revenue of $33.3 million.  Shipments 
in 1994 were bolstered by a 30,000 ton inventory reduction
which reduced inventories to normal operating levels by the end of 1994.  
Inventories were maintained at normal operating levels throughout most of 
1995.

Cost of Sales, other than Depreciation and Amortization

        Cost of sales, other than depreciation and amortization, 
amounted to $387.7 million for 1995, a $53.2 million increase over 1994. 
The increase in cost of sales, other than depreciation and amortization, 
resulted from an increase in production costs which amounted to $79.8 
million, partially offset by reduced sales volume which lowered total cost 
of sales by $26.6 million.   The increase in production cost was due mainly 
to an increase in fiber cost (fiber accounted for 40-50% of the Company's 
total 1995 production cost).  On a per ton basis, cost of sales, other than 
depreciation and amortization, increased $169 per ton to $820 per ton for 
1995 compared to $651 per ton in 1994.  As a percentage of net sales, cost
of sales, other than depreciation and amortization, decreased from 80% in 
1994 to 76% in 1995, reflecting the fact that sell price increases 
outpaced increases in costs.
<PAGE>
        Continued strong demand and the lack of additional supply drove 
fiber prices to record highs in 1995.  Market prices for northern softwood 
kraft pulp increased from $700/ADMT in December 1994 to $985/ADMT in 
October 1995 (41% increase) before declining to $935/ADMT in December 1995.  
A similar story for northern hardwood kraft pulp which increased from
$640/ADMT in December 1994 to $860/ADMT in June 1995 (34% increase) before 
declining to $840/ADMT in November and declining further to $820/ADMT in 
December 1995.  Recycled fiber prices peaked in May, 32% higher than 
December 1994, and then steadily declined through December 1995, 
finishing the year 15% higher than year-end 1994.  Broke prices also 
peaked in May, 34% higher than December 1994, and then steadily dropped 
through December 1995, finishing the year 15% lower than year-end 1994.

Depreciation and Amortization

        The Company uses a unit of production method for most of its 
machinery and equipment. As a result, depreciation and amortization 
fluctuate with the level of production.  As a result, depreciation and 
amortization fluctuate with the level of production.  Depreciation and
amortization totaled $21.6 million in 1995 as compared to $22.8 million 
in 1994.  See Note 1 of Notes to Consolidated Financial Statements.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses increased $3.8 million 
to $25.3 million in 1995 from $21.5 million in 1994.  The increase was 
primarily caused by increased selling commissions due to higher net sales 
and, to a lessor extent, compensation adjustments due to the increased
profitability in 1995.

Interest Expense and Amortization of Financing Fees

        Interest expense and amortization of financing fees of $41.1 million 
in 1995 remained comparable to the $41.6 million reported in 1994.  See 
Liquidity and Capital Resources and Note 4 of Notes to Consolidated 
Financial Statements.

Other Income

        Other income was $1.2 million in 1995 compared with $0.4 million in 
1994.  The increase in 1995 relates primarily to interest received on a 
forward purchase contract of pulp.
<PAGE>


Income Taxes

        The Company recorded an income tax provision of $7.9 million in 1995, 
including an income tax benefit of $4.5 million due to the effect of the 
change in the valuation allowance from recognition of prior years' net 
operating losses.  The Company has not assumed any future income in 
determining the necessary valuation allowances for the various carryforwards.  
See Note 10 of Notes to Consolidated Financial Statements.

Extraordinary Items

        In 1995, the Company repurchased $8.0 million of the Second Priority 
Notes for $7.4 million. The purchase resulted in an extraordinary gain of 
$0.4 million, net of income taxes of $0.2 million.  The extraordinary gain 
of $1.1 million in 1994 related to the Company's repurchase of $15.0 million 
of the Second Priority Notes for $13.2 million, net of income taxes of $0.7 
million.

Liquidity and Capital Resources

        The Company's primary sources of liquidity are net cash provided by 
operating activities and the funds available under its revolving credit 
facility.  During 1996, capital additions of $15.7 million were funded 
principally by cash provided by operating activities of $15.4 million and 
net borrowings under the revolving credit facility of $0.3 million.  In 
comparison, 1995 capital additions of $12.8 million, debt repayments of 
$7.5 million and dividend payments on the Class I and Class II Preferred 
Stock of $0.5 million and $1.1 million, respectively, were funded
principally by net borrowings under the revolving credit facility of 
$20.5 milllion and cash provided by operating activities of $1.4 million.

        On February 8, 1994, the Company completed a public note offering 
of $250 million, 9 % First Priority Senior Secured Notes (First Priority 
Notes) and $150 million 9 7/8% Second Priority Secured Notes (Second 
Priority Notes).  The First Priority Notes mature on February 1, 2002,
and the Second Priority Notes mature on May 1, 2006.  The Company used 
the proceeds from the offering of $388 million (net of offering costs of 
$12.0 million) to repay the First Mortgage Bonds (including premium, fees 
and accrued interest), to purchase 75,000 shares of the Class I Preferred 
Stock (including accrued dividends), to repay the noncurrent liabilities 
to affiliates, to make a cash distribution to Repap USA Inc. (Repap USA) 
and to reduce the amount outstanding under the revolving credit facility.  
The refinancing resulted in a simplified capital structure, extended debt 
maturities, and provided the Company with improved liquidity to meet its 
ongoing funding requirements, which principally consist of amounts required 
for working capital and capital expenditures.
<PAGE>

        Net cash provided by operating activities was $15.4 million in 1996, 
$1.4 million in 1995 and $48.7 million in 1994.  Cash provided by operating 
activities before changes in operating assets and liabilities was $11.2 
million, $61.6 million and $26.5 million in 1996, 1995 and 1994,
respectively.  The $50.4 million decrease in 1996 was due primarily to 
lower operating profits, reflecting decreased coated paper prices and 
six percent lower shipments.  The $35.1 million increase in 1995 was due 
primarily to improved operating profits as a result of higher coated
paper prices, partially offset by an eight percent decrease in shipments.

        In 1996, working capital decreased by $34.5 million, from 
$87.5 million at December 31, 1995 to $53.0 million at December 31, 1996.  
The decrease was primarily the result of a  $35.2 million reclassification 
from other current assets to other noncurrent assets in which forward
purchase contracts for the future delivery of pulp, originally scheduled 
to be delivered in 1996, were re-negotiated with delivery to be completed 
through 1998.  See Note 2 of Notes to Consolidated Financial Statements.  
The decrease in inventories of $7.0 million primarily reflects a decrease 
in finished goods as a result of paper machine related downtime and a 27 
percent increase in fourth quarter shipments to customers, compared with 
the fourth quarter of 1995. The changes in the other working capital items 
principally reflect the timing of payments.

        At December 31, 1995 working capital amounted to $87.5 million, up 
$63.6 million over the same period of 1994.  This increase was primarily a 
result of an increase in inventories of $39.4 million together with an 
increase in forward purchase contracts of pulp of $24.5 million,  partially
offset by a decrease in accounts receivable of $5.9 million.  The increase 
in inventories primarily reflects a build in fiber inventory, assuring the 
Company of an adequate supply, and an increase in freesheet paper inventory.  
The increase in freesheet paper inventory and the decrease in accounts 
receivable was primarily due to reduced sales in the fourth quarter of 
1995, compared with the fourth quarter of 1994.  At December 31, 1995, 
the balance outstanding under the forward purchase pulp contracts was 
$36.0 million.

        In 1994 and 1995, the Company repurchased $15.0 million and 
$8.0 million of the Second Priority Notes for $13.2 million and $7.4 
million, respectively.  The purchases resulted in extraordinary gains 
of $1.1 million in 1994 and $0.4 million in 1995, net of income taxes 
of $0.7 million and $0.2 million, respectively.

        In March 1996, the revolving credit facility lenders of the Company 
agreed to increase the maximum available credit under this facility by $10 
million to $70 million, and to extend its maturity to March 1998.  
Accordingly, borrowings under the revolving credit facility have been
classified as long-term debt.  The Company will pay interest under this 
facility at prime plus .75% or LIBOR plus 2% and will be charged a 
commitment fee of .375% per year on the unused portion.  Under the 
expiring facility, the Company was paying interest at the rate of prime plus
2%.  At December 31, 1996 the Company had $32.4 million in available 
capacity under the existing revolving credit facility.
<PAGE>

        At the end of 1996, authorized but uncompleted capital commitments 
totaled $1.4 million. For 1997, a capital budget has been approved for new 
projects in the amount of $7.7 million. This will result in planned capital 
spending of $9.1 million in 1997 and compares with expenditures of $15.7 
million in 1996.  The 1997 budget includes expenditures primarily related
to improvements to the Company's papermaking and converting equipment.  
Additionally, the Company from time to time enters into operating lease 
agreements for various papermaking and other equipment necessary for 
mill operations.  The Company does not anticipate entering into
any new material operating lease agreements in 1997, compared with 
$0.9 million entered into in 1996. See Note 4 of Notes to Consolidated 
Financial Statements for disclosure of future minimum lease payments.

        Current financial resources and anticipated funds from operations 
are expected to be adequate to meet cash requirements in the year ahead.  
The Company's principal use of funds for the next several years will be 
for the repayment of indebtedness under the revolving credit
facility, capital expenditures, the payment of dividends to the extent 
they become allowable under the Indentures to the Company's Notes, 
support of the Company's working capital requirements and to repurchase 
in the open market, from time to time when market conditions are favorable, 
the Company's First and Second Priority Notes.

        The First and Second Priority Notes and the revolving credit 
facility impose certain limitations on the Company's ability to incur 
additional indebtedness and make restricted payments.  Refer to Note 4 of 
Notes to Consolidated Financial Statements for a description of
other covenants under the terms of the Company's debt agreements.

        Refer to Note 10 of Notes to Consolidated Financial Statements for a 
description of certain matters related to income taxes.


ITEM 8          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                The financial statements and schedules are listed in Part 
                IV Item 14 of this Form 10-K.

ITEM 9          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                        ACCOUNTING AND FINANCIAL DISCLOSURE

                None.
<PAGE>

<TABLE>


        PART III


ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The following table sets forth certain information with respect to 
the persons who are members of the Board of Directors or executive officers 
of the Company.
<CAPTION>
        <S>                     <C>     <C>
        Name                    Age     Position(s) Held

        George S. Petty         63      Chairman and Director
        Ronald H. Sumner        64      Executive Vice-President and Director
        Gary B. Fenton          56      Senior Vice-President, Coated Paper Operations
        Terry W. McBride        54      Secretary
        Timothy J. Morgan       47      Senior Vice-President and Controller
                                        Coated Paper Operations
        Gaynor L. Nash          45      Vice-President and General Manager
        John W. Unkefer         52      Vice-President and Controller
</TABLE>


        The business experience of each of the Directors and executive 
officers of the Company during at least the past five years is as follows:

        Mr. Petty has served as Chairman and Director since May 1976.  Mr. 
Petty also serves as Director and Chairman and Chief Executive Officer of 
Repap Enterprises and is a Director and Chief Executive Officer of Repap 
British Columbia, positions he has held since September 1986.  In addition, 
he has served as Chief Executive Officer and Director of
Repap New Brunswick since October 1974.

        Mr. Sumner has served as Executive Vice President and Director 
since September 1982. Mr. Sumner also serves as Director and Executive 
Vice-President, Finance of Repap Enterprises and Repap British Columbia, 
positions he has held since September 1986. Furthermore, he has served 
at Repap New Brunswick as Executive Vice-President, Finance
since February 1982 and as Director since April 1986.
<PAGE>


        Mr. Fenton has served as Senior Vice-President, Coated Paper 
Operations, since October 1992.  Prior to that date, Mr. Fenton served as 
Vice-President and General Manager of the Company, positions he held since 
November 1987.  Mr. Fenton also serves as Senior Vice-President, Coated 
Paper Operations, of Repap Enterprises and Repap New Brunswick,
positions he has held since October 1992.

        Mr. McBride has served as Secretary since February 1989.  Mr. 
McBride also serves as Vice-President, General Counsel and Secretary of 
Repap Enterprises, positions he has held since February 1989.

        Mr. Morgan has served as Senior Vice-President and Controller, 
Coated Paper Operations, at the Company and Repap New Brunswick, 
since October 1993.  Mr. Morgan joined the Company as Vice-President and 
Controller in July 1989.

        Mr. Nash has served as Vice-President and General Manager since 
December 1993 and as Vice-President and Mill Manager since October 1992.  
Mr. Nash joined the Company as manager of the W-7 machine facilities in 
June 1988 and was appointed Mill Manager in 1989.

        Mr. Unkefer has served as Vice-President and Controller since 
November 1993.  Prior to that date, Mr. Unkefer served as Assistant 
Controller since April 1990.

        The Directors and Officers are elected annually to serve until the 
next annual meeting of stockholders and until their successors have been 
elected and duly qualified.

        There are presently no arrangements pursuant to which Directors 
of the Company are compensated for their services as Directors of the 
Company.  See Item 11; "Executive Compensation."

Conflicts of Interest of Directors and Executive Officers of the Company

        All of the directors and executive officers of the Company, other 
than Mr. Nash and Mr. Unkefer, also serve as directors or executive officers 
of Repap Enterprises and/or other affiliates of the Company.  See 
"Relationship with the Repap Enterprises Group."
<PAGE>

ITEM 11 EXECUTIVE COMPENSATION

        Pursuant to a management agreement, the Company is charged a monthly 
fee of $0.4 million for management services provided by Repap Enterprises.  
See "Relationship with the Repap Enterprises Group."  None of the Company's 
officers, other than Mr. Fenton, Mr. Morgan, Mr. Nash and Mr. Unkefer, 
is compensated by the Company.  Mr. Petty and three of the four most 
highly compensated officers of the Company for the year ended December 31,
1996 (the "named executive officers") are officers of Repap Enterprises, 
from which they receive compensation, and are also officers of other 
subsidiaries of Repap Enterprises.  Executive officer compensation is 
determined by the Board of Directors of Repap Enterprises, including 
certain of the named executive officers.  Repap Enterprises does not 
allocate the amount of compensation that each such named executive officer 
receives for such officer's services to the Company.  Under the Company's 
employee-wide profit-sharing plan, only Mr. Fenton, Mr. Morgan, Mr. Nash and 
Mr. Unkefer received compensation in fiscal 1996.

        The following table sets forth certain information with respect to 
the annual compensation of the Company's Chairman and each of the Company's 
four other most highly compensated executive officers for fiscal 1996.

<PAGE>



<TABLE>

Summary Compensation Table
<CAPTION>
                                                                Long Term
                                      Annual Compensation        Compensation
                              --------------------------------   -------------
Name and Principal                                               Stock Options  All Other
Position                      Year Salary ($)     Bonus ($) (3)  Granted        Compensation ($) (1) (4)
<S>                           <C>  <C>            <C>            <C>            <C>
George S. Petty (2)           1996 600,000 CDN                     435,349      408,000 CDN
Chairman and Chief            1995 643,107 CDN    800,000 CDN    1,000,000      204,000 CDN
Executive Officer             1994 641,475 CDN                                  304,000 CDN

Ronald H. Sumner              1996 400,000 CDN                                  46,175 CDN (5)
Executive Vice President      1995 400,000 CDN    875,000 CDN                    4,000 CDN
Finance                       1994 350,000 CDN    297,000 CDN      100,000       4,000 CDN

Gary B. Fenton (2)            1996 225,000                          56,862      8,164 (5)
Senior Vice President         1995 214,585        230,000
Coated Paper Operations       1994 200,000        100,000

                              1996 260,000 CDN                                  9,396 CDN (5)
Terry W. McBride              1995 260,000 CDN    258,000 CDN       48,000
Secretary                     1994 245,000 CDN     70,000 CDN

Gaynor L. Nash                1996 168,000                                      2,938 (5)
Vice President and            1995 164,080        184,400           42,462      1,524
General Manager               1994 158,592         60,000
<FN>
1. Amounts in this column represent directors fees except for amounts paid 
   to Mr. Fenton and Mr. Nash as profit sharing and except for the amount 
   of $300,000 paid in 1994 to George S. Petty Management Ltd. (formerly 
   Trenholme Park Capital Corporation (TPCC), a corporation controlled
   by Mr. Petty, representing a guarantee fee with respect to a guarantee 
   of a subsidiary's indebtedness in favour of that subsidiary's
   bankers; and the amounts of $200,000 and $401,000 were paid to George 
   S. Petty Management Ltd. in 1995 and 1996, respectively, for
   services rendered to Repap including the use of  George S. Petty 
   Management Ltd.'s properties for company functions.
2. As part of the Corporation?s long term incentive plan 1995 bonus,  
   435,349 options earned in 1995 were granted in April, 1996 to George S.
   Petty  at an exercise price of $5.375 CDN and 56,862 options granted 
   to Gary B. Fenton at an exercise price of $6.50 CDN .   Mr. Petty has
   elected to take the entire long term plan 1995 bonus in stock options.
3. Amounts in this column include amounts of $800,000 CDN, $180,000, 
   $258,000 CDN and $134,400 to be paid over two years to
   Mr. Sumner, Mr. Fenton, Mr. McBride and Mr. Nash, respectively, for 
   bonuses earned in 1995 pursuant to the Corporation's long term
   incentive plan.
4. Perquisities and other personal benefits do not exceed the lesser of 
   $50,000 and 10% of the total of the annual salary and bonus of the
   named executive officers.
5. Includes amounts of $39,175 CDN, $8,164, $9,396 CDN and $2,938 
   representing interest on unpaid bonuses paid to Mr. Sumner,
   Mr. Fenton, Mr. McBride and Mr. Nash, respectively.

</TABLE>

The following table sets forth individual grants of stock options during the 
fiscal year ended December 31, 1996.  Mr. Petty and Mr. Fenton were the only 
officers to receive such options in 1996.

<PAGE>

<TABLE>

Option Grants During The Most Recently Completed Fiscal Year
<CAPTION>
                                    % of Total Options
                 Securities Under       Granted To           Exercise            Market Value of
                  Options/SAR's        Employees In           Price         Underlying Options on the      Expiration
     Name          Granted (#)         Fiscal Year             ($)         Date of Grant ($/Security)         Date
<S>                        <C>                  <C>              <C>                        <C>           <C>
George S. Petty(1)         435,349               20.98%          5.375 CDN                  5.375 CDN     April, 2006
Gary B. Fenton(1)           56,862                2.66%          6.500 CDN                  6.500 CDN      Dec, 2005
<FN>
1.  As part of the Corporation's long term Incentive plan 1995 bonus, 435,349 options were granted to  George S. Petty and
     56,862 options granted to Gary B. Fenton in April 1996 at an  exercise price of $5.375 CDN and $6.50 CDN, respectively,
     but were earned in 1995.

</TABLE>

The following table sets forth details of all exercises of stock options by 
each of the named executive officers of the Corporation during the fiscal 
year ended December 31, 1996 and the fiscal year end value of unexercised 
options on an aggregated basis.

<TABLE>
Aggregated Option/SAR
Exercises in Fiscal 1996
and 1996 Fiscal Year-End Option/SAR Values
<CAPTION>
                                                                        Value of Unexercised
                                                        Unexercised     in-the-money
                                                        Options/SARs at Options/SARs at
                                                        FY-End(#)       FY-End(1) ($)

                        Shares
                        Acquired on     Value           Exercisable/    Exercisable/
Name                    Exercise(#)     Realized($)     Unexercisable   Unexercisable
<S>                     <C>             <C>             <C>             <C>
George S. Petty         0               0               1,435,349/0      0/0
Gary B. Fenton          0               0               256,862/0        0/0
Ronald H. Sumner        0               0               300,000/0        0/0
Terry B.McBride         0               0               223,000/0        0/0
Gaynor L. Nash          0               0               142,462/0        0/0
<FN>
1.      Based  on the closing price on the Toronto Stock Exchange of the Common Shares ($3.87 CDN) on
        December 31, 1996.
</TABLE>

<PAGE>

Long-Term Incentive Plan -  Effective for the year ending December 31, 1995, 
a long-term incentive paln, based on return on common shareholder equity, 
has been established to reward executive team efforts that benefit the 
Corporation's shareholders.  The long-term incentive plan has both a cash 
and a stock option component.

The first component establishes bonuses for participating executives based 
upon salary levels, responsibility and return on equity ("ROE").  
The Corporation must achieve a level of 8% ROE before any bonuses under the 
long-term incentive plan can be earned.  At 8% ROE, bonuses range from 2%
of base salary (at the lowest eligible executive position) up to 6% of 
salary.  For each one percentage increase of ROE up to and including 22% 
ROE, the bonuses increase form 2% to 6% of salary.  Thereafter for
each percentage increase of ROE, bonuses only increase by 1.25% to 
3.75% of salary. For 1995 only, the ROE bonuses have been capped at 30% ROE.

The second component provides the executive with the opportunity to 
participate in the equity of the Corporation.  Executives are awarded 
options under the Corporation's 1987 Stock Option Plan to acquire Common 
Shares having a value equal to 150% of the long-term incentive cash bonus.  
Outstanding options previously granted to executives are not taken into 
account in determining the number of new options to be
granted.  Executives over 55 are entitled to receive all of the option 
portion of their long-term incentive plan benefit in stock options under 
the Corporation's 1991 Stock Option Plan.  Options under the 1987 Stock 
Option Plan vest over a period of five years and are exercisable over ten 
years.  Options under the 1991 Stock Option Plan vest immediately and are 
exercisable over five years.  The exercise price payable for each Common 
Share covered by an option will be 100% of the market price of a
Common Share on the last trading day prior to the effective date of the 
grant of each option.

Pension Benefits

Prior to 1996, Repap Enterprises did not have a pension plan for its head 
office executives and employees except for Mr. R.H. Sumner.  Effective 
with the year 1996, a pension plan has been established pursuant to which 
head office employees at Repap Enterprises, including executives, will 
be entitled at time of retirement (age 65), based on years of service 
(with past service recognized) to receive a pension of up to 60% of
their average best three years base salary, excluding bonuses.  The pension 
will be partially funded up to the maximum tax deductible limit 
allowable by Revenue Canada. Any excess will be provided by an unfunded 
supplementary plan.  The estimated credited years for each of the four 
named executive officers are:  George S. Petty, 16 years - Terry W. McBride, 
8 years - Gary B. Fenton, 16 years - Ronald H. Sumner, 16 years.
<PAGE>

Other

In February 1991, Ronald H. Sumner received a personal demand loan from
Repap Enterprises bearing interest at the rate of 8.5% per annum.  
In April 1994, Mr. Sumner received an additional loan of $140,000 which 
was repaid in December 1994. During 1996, the largest aggregate amount 
of debt outstanding was $697,107 including interest.  For 1996 the 
interest charged was established at the rate of 5% per
annum.  As at December 31, 1996 the amount outstanding, including 
interest, was $657,933.

Employment, Change-In-Control and Service Agreements

Repap Enterprises has entered into change-in-control agreements dated as of 
June 17, 1996 with George S. Petty, Chairman and Chief Executive Officer, 
Ronald H. Sumner, Executive Vice-President, Finance, Gary B. Fenton, 
Senior Vice-President, Coated Paper Operations and Terry W. McBride, 
Secretary.  These agreements replace similar agreements entered into in 
1992.  These agreements provide that in the event of an
involuntary termination of employment within two years following a change 
in control of Repap Enterprises, the executives will be entitled to 
receive 30 days written notice (other than George S. Petty) and 
compensation (the "Termination Payment") equal to 3 times the annual salary 
of the executive.  Mr. Petty will also be entitled to the
Termination Payment if he voluntarily terminates his employment with Repap
Enterprises at any time within 30 days following a period of six months 
after the change in control of Repap Enterprises.  For the purpose of 
determining such payments, it shall be the highest of his annual salary 
in the three years preceding the date of the change in control of Repap 
Enterprises.

The agreements also provide that the executive will be entitled to terminate 
his employment within a two-year period and receive the Termination Payment 
in the event of either a reduction in authority or duties, a change of the 
city of employment or a reduction in compensation of benefits.  Each of the 
named executives is entitled upon termination to benefits continuation 
together with credit for service under Repap Enterprises pension plans 
for additional numbers of years ranging up to five years
depending on the executive officer.  All Repap Enterprises Stock Options 
held by such executives have become immediately vested and exercisable.
<PAGE>

Repap Enterprises has also entered into agreements with certain other 
executives and key employees.  These agreements provide that in the event of 
an involuntary termination or employment within two years following a change 
in control of Repap Enterprises, the employees will be entitled to receive 
30 days' written notice and Termination Payments equal to, depending on the 
employee, the product of a number of years varying between one and three 
and the employee's highest salary in the one to three years preceding the 
change of control of Repap Enterprises.  Each person is entitled upon 
such termination to benefits continuation.   All Repap Enterprises Stock
Options held by each such employee have become immediately vested and 
exercisable on September 25, 1996.

<PAGE>


ITEM 12         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                MANAGEMENT

The following table sets forth information concerning the 
beneficial ownership of the Company's voting securities.

<TABLE>
<CAPTION>
                                                     Amount and Nature
                        Name and Address of          of Beneficial              Percent
Title of Class   (1)    Beneficial Owner             Ownership                  of Class
<S>                     <C>                             <C>                     <C>
Common Stock            Repap Enterprises, Inc.         105                     100%
of the Company          1250 Rene Levesque Blvd
no par value            Montreal, Quebec, Canada
                        H3B 4W8

Common Stock            Repap USA, Inc.                 105                     100%
of the Company          433 North Main Street
no par value            Kimberly, WI 54136

<FN>
(1)     Repap Enterprises owns 100% of the Common Stock, no par value, of
        Repap   USA, which owns 100% of the Company's voting stock.

</TABLE>

<PAGE>


ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


        RELATIONSHIP WITH THE REPAP ENTERPRISES GROUP

        The Company is an indirect wholly-owned subsidiary of Repap 
Enterprises Inc., an integrated North American forest products company and 
one of North America's largest manufacturers of coated paper based on 
design capacity in place at December 31, 1996.

        The following chart shows Repap Enterprises' principal subsidiaries, 
all of the common stock of which is directly or indirectly wholly-owned by 
Repap Enterprises as of December 31, 1996.
<TABLE>
<CAPTION>
                                        Repap
                                        Enterprises
                                        Inc.
<S>                     <C>             <C>          <C>         <C>            <C>                     
        I               I               I            I           I              I
        Repap USA       Repap           Repap        Repap       Repap          Alcell
        Inc.            New Brunswick   British      Manitoba    Technologies   Technologies
                        Inc.            Columbia     Inc.        Inc.           Inc.
                                        Inc.
    /         \
Repap          Repap
Wisconsin      Sales
Inc.           Corporation
<CAPTION>
</TABLE>

        As described below, the Company has historically engaged in 
transactions with certain of its affiliates in the ordinary course of 
its operations.  The Company has marketed all of its coated paper products 
through Repap Sales (which also markets paper products for Repap New 
Brunswick) and, in connection with its marketing efforts,
Repap Sales has warehoused certain of these products.  A significant 
amount of the Company's pulp requirements have been supplied by Repap 
Enterprises, Repap British Columbia and Repap New Brunswick.  In addition, 
much of the Company's research and development activities have been 
conducted through Repap Technologies, which also has assisted in service 
calls to customers.
<PAGE>

Pulp and Paper Purchases

        The Company purchases pulp at market prices (less volume discounts) 
directly from Repap Enterprises, Repap British Columbia and Repap New 
Brunswick, as well as from various non-affiliates.  These purchases have 
varied from month to month, depending on the Company's raw material 
inventories and production requirements. During 1996, the Company's pulp 
purchases from Repap Enterprises, Repap British Columbia and Repap New 
Brunswick, including deliveries under forward purchase contracts, were 
$6.8 million, $25.7 million and $18.4 million, respectively.  In addition,
the Company purchased $0.2 million of coated paper from Repap New 
Brunswick to facilitate roll rewinding and returns of coated paper from 
customers.

        In 1995, the Company entered into forward purchase contracts with 
Repap British Columbia and Repap Enterprises for the future delivery of pulp.  
At December 31,1996 the balances remaining under these contracts with Repap 
British Columbia and Repap Enterprises were $24.7 million and $10.5 million, 
respectively.  At December 31, 1996, the forward purchase contracts were 
re-negotiated and the remaining balances are scheduled to be delivered 
through 1998.  See Note 2 of Notes to Consolidated
Financial Statements.

Repap Sales

        Repap Sales is the principal sales agent for the Company for which 
it receives a commission of 2 1/2% of the sales price of coated paper sold 
by Repap Sales.  These commissions cover expenses relating to the general 
marketing, sale and distribution of coated paper products and were $10.1 
million in 1996.  In addition, during 1996 the Company reimbursed Repap 
Sales for specific marketing related costs in the amount of
$2.4 million.

        The Company made coated paper sales to Repap Sales in the amount of 
$23.2 million in 1996 for the purpose of serving several customers through 
strategically located distribution centers.  In addition, during the year 
the Company charged $1.3 million to Repap Sales for costs incurred with 
data processing and accounting assistance.

Repap Technologies

        Repap Technologies allocates to the Company research and 
development expenses incurred in connection with the development and 
testing of new products, raw materials and production processes on the 
Company's behalf.  Repap Technologies also assists in service calls to the 
Company's customers.  For these services, the Company was charged $1.1 
million in 1996.
<PAGE>


Repap Enterprises

        Repap Enterprises' provides services to the Company, including 
but not limited to, advice and assistance concerning the strategy, 
planning, operations and financing of the Company.  For these services, 
the Company was charged $5.0 million in 1996.  In addition, Repap Wisconsin 
was allocated a portion of the actual cost of the Repap
Enterprises' corporate aircraft, which totaled $0.5 million in 1996.

Repap USA

        Repap USA, a holding company, was advanced $4.5 million by the 
Company in 1993 bearing market rate interest and payable on demand.  
The interest charged to Repap USA on this advance in 1996 totaled 
$0.4 million.
<PAGE>

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a)     1.      Consolidated Financial Statements of           
                Repap Wisconsin Inc.

                Report of Independent Auditors                  F-1

                Consolidated Balance Sheets                     F-2

                Consolidated Statements of Operations           F-3

                Consolidated Statements of Common and Other     F-4      
                Shareholders' Equity

                Consolidated Statements of Cash Flows           F-5

                Notes to Consolidated Financial Statements      F-6

        2.      Financial Statement Schedules

                Schedule II Valuation and Qualifying Accounts   S-1

                The following schedules are omitted as not applicable
                or not required under rules of Regulation S-X: I, III,
                IV, and V

        3.      Exhibits

                The exhibits to this report are listed in the exhibit
                index elsewhere herein.

(b)             Reports on Form 8-K

                No reports on Form 8-K were file by the Company during
                the last quarter of 1996.

<PAGE>

Report of Ernst & Young LLP, Independent Auditors

The Board of Directors
Repap Wisconsin, Inc. 

We have audited the accompanying consolidated balance sheets of Repap 
Wisconsin, Inc. (the Company) as of December, 31 1995 and 1996, and the 
related consolidated statements of operations, common and other shareholders' 
equity and cash flows for each of the three years in the period ended 
December 31, 1996. Our audits also included the financial statement schedule 
listed in the index at Item 14(a). These financial statements and schedule 
are the responsibility of the Company's management. Our responsibility is 
to express an  opinion on these financial statements and schedule based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of the Company 
at December 31, 1995 and 1996 and the consolidated results of its operations 
and its cash flows for each of the three years in the period ended December 
31, 1996, in conformity with generally accepted accounting principles. 
Also, in our opinion, the related financial statement schedule, when 
considered in relation to the basic financial statements taken as a whole, 
presents fairly in all material respects the information set forth therein.


Milwaukee, Wisconsin                            ERNST & YOUNG LLP
January 14, 1997, except for 
Note 13, as to which the 
date is March 26, 1997
<PAGE>
REPAP WISCONSIN INC.
CONSOLIDATED BALANCE SHEETS

                                                    December 31
                                                   1995      1996
                                                   (In Thousands,
                                                  Except Number of
                                                       Shares)

Assets (Note 4)                                       
Current assets:                                       
Cash                                             $    11   $     42
Accounts receivable, less allowances of               
$1,668 and $1,706, respectively (Note 9)          35,571     32,102
Accounts receivable from affiliates (Note             56      9,449
7)
Advances to affiliates (Notes 7 and 12)            4,500      4,500
Inventories (Note 2)                              84,589     77,545
Other current assets (Note 2)                     36,684      1,155
Total current assets                             161,411    124,793
                                                      
Net property, plant and equipment (Note 3)       474,378    468,518
Deferred charges and other assets (Note 2)        19,723     53,266
                                                $655,512   $646,577
                        
Liabilities and shareholders_ equity                  
Current liabilities:                                  
Current maturities of long-term debt            $     26   $     _
(Notes 4 and 12)
Accounts payable                                  37,850     37,271
Accrued liabilities (Note 2)                      24,459     21,417
Accounts payable to affiliates (Note 7)           11,547     13,065
Total current liabilities                         73,882     71,753
                                                      
Long-term debt (Notes 4 and 12)                  413,189    414,609
Deferred income taxes (Note 10)                   24,301     21,889
Accrued postretirement benefit liability          11,757     12,509
(Note 8)
Commitments and contingency (Notes 4 and              
11)
Class I Preferred Stock (Notes 5 and 12)           5,828      6,405
                                                      
Common and other shareholders' equity
 (Notes 4 and 6):
Class II Preferred Stock, no par value,               
200 shares authorized; 103.65 shares                 
issued and outstanding ($11,766                   10,365     10,365
redemption value)
<PAGE>
Class III Preferred Stock, no par value,              
800 shares authorized; 539.94 shares                 
issued and outstanding ($53,994                   53,994     53,994
redemption value)
Class IV Preferred Stock, no par value,               
700 shares authorized; 483.25 shares                 
issued and outstanding ($48,325                   48,325     48,325
redemption value)
Common Stock, no par value, 300 shares                
authorized; 105 shares issued and                 33,126     33,126
outstanding
Accumulated deficit                              (19,255)   (26,398)
Total common and other shareholders'             126,555    119,412
equity
                                                $655,512   $646,577
<PAGE>                                    
REPAP WISCONSIN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


                                   Years ended December 31
                                           1994      1995      1996

                                                (In Thousands)

                                                      
Net sales (Notes 7 and 9)               $418,163   $509,475  $404,657
                                                      
Cost of sales excluding                               
depreciation and amortization            334,473    387,655    333,163
(Notes 7 and 8)
Depreciation and amortization             22,778     21,645     22,582
Selling, general and                                  
administrative expenses (Note             21,453     25,319     22,211
7)
Operating profit                          39,459     74,856     26,701
                                                      
Interest expense                          40,052     39,449     39,035
Amortization of deferred                   1,515      1,686      1,692
financing costs
Other income (Note 2)                       (371)    (1,155)    (5,197)
Income (loss) before income                           
taxes and extraordinary items             (1,737)    34,876     (8,829)
                                                      
Income tax provision (benefit)            (1,291)    7,937      (2,263)
(Note 10)
Income (loss) before                        (446)   26,939      (6,566)
extraordinary items
Extraordinary items, net of tax            1,062       363        _
(Note 4)
Net income (loss)                         $  616   $27,302   $  (6,566)

<PAGE>
<TABLE>

                              Repap Wisconsin, Inc.
        Consolidated Statements of Common and Other Shareholders' Equity
                                        
<CAPTION>                                        
                                   Class   Class  Class IV       Additional              
                                    II     III                      
                                   Pref.  Pref.    Pref.  Common  Paid-In Accumulated    
                                   Stock   Stock   Stock   Stock  Capital  Deficit     Total

                                  (In Thousands)

<S>                              <C>     <C>      <C>     <C>      <C>      <C>        <C>                                  
Balance, January 1, 1994         $     1 $      5 $     5 $    11  $164,780 $(38,914)  $125,888
Dividends on Class I Preferred    -        -        -        -         -      (1,801)    (1,801)
Stock
Dividends on Class II Preferred   -        -        -        -         -      (4,794)    (4,794)
Stock
Distribution to common            -        -        -        -      (18,992)      -     (18,992)
stockholder
Exchange of shares in connection                                                          
with reincorporation             10,364   53,989   48,320   33,115 (145,788)      -          -

Net income                        -        -        -        -        -          616        616
Balance, December 31, 1994       10,365   53,994   48,325   33,126    -      (44,893)   100,917
Dividends on Class I Preferred    -        -        -        -        -         (576)      (576)
Stock
Dividends on Class II Preferred   -        -        -        -        -       (1,088)    (1,088)
Stock
Net income                        -        -        -        -        -       27,302     27,302
Balance, December 31, 1995       10,365   53,994   48,325   33,126    -      (19,255)   126,555
                                                                
Dividends on Class I Preferred    -        -        -        -        -         (577)      (577)
Stock
Net loss                          -        -        -        -        -       (6,566)    (6,566)
Balance, December 31, 1996       $10,365  $53,994  $48,325  $33,126 $ -     $(26,398)  $119,412
<FN>                                                                
See Accompanying Notes
F-4
</TABLE>
<PAGE>
REPAP WISCONSIN INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          Years ended December 31
                                            1994    1995     1996
                                      (In Thousands)
Operating activities                                     
Net income (loss)                       $    616 $ 27,302   $(6,566)
                                                  
Adjustments to reconcile net income                      
(loss) to net cash provided by
operating activities:
Depreciation and amortization             24,293   23,331    24,274
Non-cash portion of postretirement         3,981    4,200       752
benefit expense
Deferred income taxes                       (596)   7,314    (2,412)
Extraordinary items, gross                (1,770)    (575)     _
Interest received in form of forward         _         _     (4,886)
purchase contract
Changes in operating assets and                          
liabilities:
Accounts receivable                       (2,392)   5,853    (5,924)
Inventories                                8,289  (39,403)    7,044
Inventory deposits                       (11,500) (24,500)    5,669
Other current assets                         311     (466)     (471)
Accounts payable and accrued              27,462   (1,634)   (2,103)
liabilities
Net cash provided by operating            48,694   1,422     15,377
activities
                                                         
Investing activities                                     
Additions to property, plant and         (15,355) (12,778)  (15,718)
equipment
Other                                       (981)    (826)   (1,022)
Net cash used in investing activities    (16,336) (13,604)  (16,740)
                                                         
Financing activities                                     
Net borrowings (repayments) under                        
revolving credit facilities              (29,944)  21,289     1,420
Repayment of noncurrent liabilities      (41,130)    -          _
to affiliates
Issuance of long-term debt               400,000     -          _
Payments of long-term debt              (221,169)  (7,527)      (26)
                                    
Deferred financing costs                 (13,194)     -         _
Dividends paid on Class I Preferred      (24,230)    (506)      _
Stock
Redemption of Class I Preferred Stock    (79,242)     -         _
Dividends paid on Class II Preferred      (4,794)  (1,088)      _
Stock
Distribution to common stockholder       (18,992)     -         _
Net cash provided by (used in)           (32,695)  12,168     1,394
financing activities
                                                         
Net increase (decrease) in cash             (337)     (14)       31
Cash at beginning of year                    362       25        11
Cash at end of year                     $     25   $   11   $    42
<PAGE>

REPAP WISCONSIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share and Per Share Amounts)

December 31, 1996

1. Significant Accounting Policies

Description of Business

Repap  Wisconsin, Inc. (the Company) is a producer  of  high
quality grades of recycled coated paper and a complete range
of  coated paper products. The Company_s products  are  used
for  magazines, catalogs, brochures, advertising inserts and
annual  reports.  The  Company  competes  with  other  U.S.,
Canadian and European producers in all of its product lines.
The   Company   sells  its  products  through  Repap   Sales
Corporation  (Repap Sales), an affiliate,  on  a  commission
basis,  as  agent, to end users, third-party  merchants  and
brokerage distributors. Almost all of the Company's products
are sold to customers in North America. The Company's annual
requirements  of  softwood  and  hardwood  kraft  pulp   are
supplied  by three affiliates, Repap British Columbia,  Inc.
(Repap  British Columbia), Repap New Brunswick, Inc.  (Repap
New   Brunswick)   and   Repap  Enterprises,   Inc.   (Repap
Enterprises) and by other suppliers that are not  affiliated
with the Company. In the event that any of its suppliers  is
unable  to meet the Company's demands, the Company  believes
that  adequate alternative suppliers or substitute materials
are available.

Basis of Presentation

The  consolidated financial statements include the  accounts
of  the  Company  and  its  wholly owned  subsidiaries.  The
Company  is  a wholly owned subsidiary of Repap U.S.A.  Inc.
(Repap  USA),  which  is a subsidiary of Repap  Enterprises.
Repap  New  Brunswick and Repap British  Columbia  are  also
subsidiaries of Repap Enterprises.

During  1994,  the Company reincorporated from  Delaware  to
Wisconsin  and reduced the number of authorized  and  issued
shares  for  each class of common and preferred  stock.  The
reincorporation was effected through exchanges of shares  at
the  following  exchange rates: Common Stock, 10,000  shares
for  1  share; Class I Cumulative Redeemable Preferred Stock
(Class  I Preferred Stock), 10 shares for 1 share; Class  II
Cumulative  Redeemable Preferred Stock (Class  II  Preferred
Stock),  1,000  shares for 1 share; Class III  Noncumulative
Redeemable  Preferred  Stock (Class  III  Preferred  Stock),
1,000  shares  for  1  share;  and  Class  IV  Noncumulative
Redeemable Preferred Stock (Class IV Preferred Stock), 1,000
shares  for  1  share. All share and per share amounts  have
been restated to reflect the exchanges.
<PAGE>
1. Significant Accounting Policies (continued)

Use of Estimates

The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the  amounts
reported   in   the   accompanying  consolidated   financial
statements and notes. Actual results could differ from those
estimates.

Inventories

Inventories  are valued at the lower of cost or market  with
cost determined on a first-in, first-out basis.

Property, Plant and Equipment

Property,  plant and equipment are stated at cost, including
interest  and start-up costs related to major assets  during
construction.  Interest and start-up costs  are  capitalized
until  the  asset is ready for its intended  use.  Property,
plant and equipment are depreciated using straight-line  and
unit-of-production methods for financial reporting  purposes
over their estimated useful lives as follows:
                                 
                                 Years
                                    
Plant and buildings             12 - 42
Machinery and equipment         10 - 36

Accelerated  methods  and  prescribed  lives  are  used  for
reporting depreciation for income tax purposes.

Deferred Charges

Costs  incurred  in  connection  with  the  procurement   of
financing are deferred and amortized using the straight-line
method over the term of the related financing.
<PAGE>

1. Significant Accounting Policies (continued)

Income Taxes

The  Company's  results of operations are  included  in  the
consolidated  federal income tax return of  Repap  USA.  For
financial  reporting purposes, the Company has provided  for
federal  income taxes as if it filed a separate  income  tax
return.

Deferred  income  taxes  reflect  the  net  tax  effects  of
temporary differences between the carrying amounts of assets
and  liabilities for financial reporting purposes and income
tax purposes.

Supplemental Cash Flows Information

Interest payments were $33,286, $39,676 and $40,007 in 1994,
1995  and 1996, respectively. Income tax payments were  $835
and  $149  in  1995 and 1996, respectively.  There  were  no
income tax payments in 1994.

2. Additional Balance Sheet Information
                                              December 31

                                             1995      1996
Inventories:                                         
Finished goods                            $38,954    $34,826
Work in process                             8,138      5,416
Raw materials and supplies                 37,497     37,303
                                          $84,589    $77,545
Accrued liabilities:                                 
Payroll and payroll related costs         $ 8,868    $ 5,372
Interest                                   12,112     11,868
Other                                       3,479      4,177
                                          $24,459    $21,417
<PAGE>
2. Additional Balance Sheet Information (continued)

During  1994  and  1995, the Company  entered  into  forward
purchase  contracts  with Repap British Columbia  and  Repap
Enterprises for the future delivery of pulp, a raw material.
Activity with regard to the contracts during 1994, 1995  and
1996  and  the  remaining balances at  December  31  are  as
follows:

    Balance, January 1, 1994                $  -
                                        
   Deposits                                 20,104
   Deliveries                                8,604
    Balance, December 31, 1994              11,500
   Deposits                                 36,000
   Deliveries                               11,500
    Balance, December 31, 1995              36,000
   Interest income received in form of       4,886
    additional deposits
   Deliveries                                5,669
    Balance, December 31, 1996             $35,217

The forward purchase contracts will be settled at the market
price  at  the  time of delivery (less volume discounts  and
interest based on the delivery dates). At December 31, 1995,
the  balances  under  the contracts  were  scheduled  to  be
delivered  during  1996 and were included in  other  current
assets  in  the  accompanying  consolidated  balance  sheet.
Because  the forward purchase contracts were not settled  in
1996,  the  contracts  specify  that  the  Company  receives
interest income in the form of additional future deliveries.
At  December  31, 1996, the forward purchase contracts  were
renegotiated and the remaining balances are scheduled to  be
delivered through 1998. The Company does not anticipate  any
deliveries  of  pulp  under  the  contracts  in  1997   and,
accordingly,  the  balance is included in  other  noncurrent
assets  in  the accompanying consolidated balance  sheet  at
December  31,  1996.  See  Notes_7  and  13  for  additional
information  regarding  pulp purchases  from  Repap  British
Columbia,  Repap  New  Brunswick and Repap  Enterprises  and
realization of the forward purchase contracts.
<PAGE>

3. Property, Plant and Equipment

Property, plant and equipment at December 31 consist of  the
following:

                                          1995      1996
                                                  
   Land, Plant, and Buildings           $ 27,445  $ 21,274
   Machinery and equipment               619,420   630,270
                                         646,865   651,544
   Less accumulated depreciation         176,426   196,804
                                         470,439   454,740
   Construction in progress                3,939    13,778
                                        $474,378  $468,518

4. Long-Term Debt and Lease Commitments

Long-term debt at December 31 consists of the following:
                                            1995     1996
                                                   
   9 1/4% First Priority Senior Secured   $250,000 $250,000
    Notes                                 
   9 7/8% Second Priority Senior Secured   127,000  127,000
    Notes
   Revolving credit facility bearing               
    interest at prime plus _% or LIBOR      36,189   37,609
    plus 2%
   Other                                        26       _
                                           413,215  414,609
   Less current maturities                      26       _
                                          $413,189 $414,609

The  9  1/2%  First  Priority Senior  Secured  Notes  (First
Priority Notes) mature on February 1, 2002, and the  9  7/8%
Second Priority Senior Secured Notes (Second Priority Notes)
mature on May 1, 2006.

In 1994 and 1995, the Company repurchased $15,000 and $8,000
of  the  Second  Priority  Notes  for  $13,230  and  $7,425,
respectively. The purchases resulted in extraordinary  gains
of  $1,062, net of income taxes of $708, in 1994  and  $363,
net of income taxes of $212, in 1995.

The  revolving  credit facility provides up  to  $70,000  of
availability,   matures  in  March  1998  and   requires   a
commitment  fee  of  .375% per year on the  unused  portion.
Accordingly, borrowings under the revolving credit  facility
have  been  classified as long-term debt in the accompanying
consolidated balance sheets.
<PAGE>

4. Long-Term Debt and Lease Commitments (continued)

Substantially  all  assets of the  Company  are  pledged  as
security under the First and Second Priority Notes  and  the
revolving credit facility. The indentures for the First  and
Second  Priority Notes include certain covenants that  limit
additional debt; restrict certain payments, including  stock
redemptions,  dividends and other distributions;  and  limit
transactions  with  affiliates. At  December  31,  1996,  no
amounts were available for restricted payments.

Future minimum payments under noncancelable operating leases
total  $27,449  and  are due as follows: 1997-$5,380;  1998-
$5,179;  1999-$4,882; 2000-$3,878; 2001-$3,819;  thereafter-
$4,311.  Rent  expense, including payments  under  operating
leases, was $655, $1,692 and $4,308 in 1994, 1995 and  1996,
respectively.

5. Class I Preferred Stock

The Company has authorized 7,000 shares of Class I Preferred
Stock.  The shares are entitled to receive cumulative annual
dividends  of $100 per share payable quarterly. In  February
1994,   the  Company  redeemed  75,000  shares  of   Class_I
Preferred Stock for $75,000 and $23,266 of accrued dividends
from  the  proceeds of the First and Second Priority  Notes.
Subsequently,  the  Company redeemed an  additional  4,241.8
shares  of  Class I Preferred Stock for $4,242 and  $195  of
accrued  dividends. Subject to the restrictions  of  certain
debt covenants, the Company is required to redeem, at $1,000
per  share  plus  accrued dividends, 50% of the  outstanding
shares of Class I Preferred Stock on July 15, 1997 and  100%
of the then outstanding shares on July 15, 1998. At December
31, 1996, there are accrued dividends of $647. The aggregate
changes in Class I Preferred Stock are as follows:
                                          Shares    Amount
                                                   
    Balance, January 1, 1994             85,000.0  $107,429
   Accrued dividends                      -           1,801
   Redemption of preferred shares       (79,241.8)  (79,242)
   Dividends paid                         -         (24,230)
    Balance, December 31, 1994            5,758.2     5,758
   Accrued dividends                      -             576
   Dividends paid                         -            (506)
    Balance, December 31, 1995            5,758.2     5,828
   Accrued dividends                      _             577
    Balance, December 31, 1996            5,758.2   $ 6,405
<PAGE>

6. Shareholders' Equity

The  Company has issued 103.65 shares of Class_II  Preferred
Stock  to  Repap  USA  with cumulative annual  dividends  of
$10,000 per share payable annually, as and when declared  by
the  Board  of  Directors, subject to restrictions  of  debt
covenants.  The Company may redeem these shares at  $100,000
per   share   plus   accrued  dividends,  subject   to   the
restrictions  of certain debt covenants and  provided  there
are  no  shares of Class_I Preferred Stock outstanding.  The
Company  paid cumulative dividends of $4,794 and  $1,088  on
the Class II Preferred Stock in 1994 and 1995, respectively.
As  of December 31, 1996, $1,401 of cumulative dividends are
in arrears.

The  539.94 shares of Class_III Preferred Stock are entitled
to  noncumulative annual dividends of $10,000 per share,  as
and  when  declared  by the Board of Directors,  subject  to
restrictions  of  certain debt covenants.  The  Company  may
redeem  the  shares  at  $100,000  per  share  plus  accrued
dividends,  subject  to  the restrictions  of  certain  debt
covenants  and  provided  there are  no  shares  of  Class_I
Preferred Stock or Class_II Preferred Stock outstanding.

The  483.25 shares of Class_IV Preferred Stock are  entitled
to  noncumulative annual dividends of $10,000 per share,  as
and  when  declared  by the Board of Directors,  subject  to
restrictions  of  certain debt covenants.  The  Company  may
redeem  the  shares  at  $100,000  per  share  plus  accrued
dividends,  subject  to  the restrictions  of  certain  debt
covenants  and  provided  there are  no  shares  of  Class_I
Preferred Stock or Class_II Preferred Stock outstanding.

7. Related-Party Transactions

The  following  summarizes  related-party  transactions,  in
addition to those summarized in previous notes:
                                   1994     1995     1996
                                                   
   Sales to affiliates           $15,758  $14,684 $23,249
   Purchases of raw materials                      
    and paper from affiliates     32,206   50,728  51,060
   Selling, general and                            
    administrative expenses       19,662   21,777  19,017
    incurred with affiliates
   Interest expense on balances       87       -       _
    with Repap USA
   Interest income on advance to     365      365     366
    Repap USA

The  sales  to affiliates principally consist  of  sales  to
Repap  Sales (a subsidiary of Repap USA) in order for it  to
provide certain customers with just-in-time deliveries.
<PAGE>

7. Related-Party Transactions (continued)

Purchases  of raw materials principally consist of purchases
of pulp from Repap British Columbia, Repap New Brunswick and
Repap Enterprises. The deliveries under the forward purchase
contracts  discussed  in  Note  2  are  included  in   these
purchases.  Purchases  from affiliates  also  include  small
amounts  of coated paper from Repap New Brunswick  primarily
to  facilitate  roll rewinding and returns of  coated  paper
from customers.

The  selling,  general and administrative expenses  incurred
with  affiliates include charges for services and  allocated
costs from Repap Enterprises, Repap USA and Repap Sales.

Repap  Enterprises charges the Company a management fee  for
services  including  advice  and assistance  concerning  the
strategy, planning, operations and financing of the Company.
The  management fees were $5,000 in each of the years  1994,
1995 and 1996.

Repap  Enterprises also incurs various costs  and  expenses,
such  as  research  and  development expenses  and  aircraft
expenses,  which it allocates to its subsidiaries, including
the   Company,  based  on  management's  assessment  of  the
relative  benefits  received by the respective  subsidiaries
for  which  the expenses were incurred. Management  believes
that   this  method  of  allocation  is  reasonable.   Total
allocated  costs charged to the Company by Repap Enterprises
were  $1,689,  $1,780  and $1,626 in 1994,  1995  and  1996,
respectively.

The  Company  allocates to Repap Sales its  portion  of  the
actual  costs  the  Company incurs for data  processing  and
accounting assistance. The amounts allocated to Repap  Sales
were  $1,268,  $1,324  and $1,302 in 1994,  1995  and  1996,
respectively.

Repap  Sales, as the principal sales agent for the  Company,
receives a commission of 21/2% of the sales price of  coated
paper  sold by Repap Sales. These commissions cover expenses
relating  to the marketing, sale and distribution of  coated
paper  products  and were $10,453, $12,736  and  $10,120  in
1994,  1995 and 1996, respectively. In addition, the Company
has  reimbursed  Repap  Sales  for  marketing-related  costs
totaling  $2,520, $2,520 and $2,359 in 1994, 1995 and  1996,
respectively.

The  Company  has  an advance of $4,500 to Repap  USA  which
bears the market rate of interest and is payable on demand.

See  Note  13 for information regarding realization  of  net
assets related to affiliates.
<PAGE>

8. Postretirement Benefits Other Than Pensions

The  Company has three defined benefit postretirement  plans
that provide benefits to full-time employees who have worked
at  least  five years and attained age 57 while  in  service
with  the  Company.  One  plan  provides  medical  benefits,
another provides dental benefits and the third provides life
insurance  benefits. The medical plan benefits are  provided
under  a traditional indemnity arrangement or under  an  HMO
arrangement,  at  the  participant's  option.  The   medical
benefit  indemnity arrangement and the dental  plan  contain
cost-sharing  features such as deductibles and  coinsurance.
The life insurance plan is contributory.

The   accumulated  postretirement  benefit   obligation   at
December 31 is as follows:

                                           December 31

                                         1995       1996
                                                 
    Retirees                          $ 16,480   $ 18,295
    Fully eligible active                5,961      4,671
    participants
    Other active participants            2,760      2,892
                                        25,201     25,858
    Unrecognized transition            (22,600)   (21,271)
    obligation
    Unrecognized net gain                9,156      7,922
    Accrued  postretirement  benefit  $ 11,757   $ 12,509
    liability

The  net  periodic postretirement benefit cost includes  the
following:

                                    1994     1995     1996
                                                    
    Service cost for benefits     $1,106   $  864   $  914
    earned during the year
   Interest cost on accumulated                     
    postretirement benefit         2,110    2,233    1,844
    obligation
    Amortization of net gain        -        (226)  (1,010)
    Amortization of transition     1,356    1,329    1,329
    obligation
                                  $4,572   $4,200  $ 3,077

The  weighted-average annual assumed rate of increase in the
per  capita cost of covered benefits (i.e., health care cost
trend  rate)  for the medical benefit indemnity  arrangement
are assumed to decrease gradually to 2006 and then remain at
that  level thereafter. The ranges of cost trend  rates  for
1996  are  8.6%  to 5.25% (9.1% to 5.25% for 1995)  for  the
<PAGE>

8. Postretirement Benefits Other Than Pensions (continued)

medical  benefit indemnity arrangement. The cost trend  rate
for  the dental plan for 1996 is an annual increase of 5.25%
per  year (5% for 1995). The cost trend rate for the medical
benefit HMO arrangement for 1996 is an annual increase of 5%
per year (same for 1995).

The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing  the
assumed health care cost trend rate by one percentage  point
in  each  year would increase the accumulated postretirement
benefit  obligation as of December 31, 1996, by $3,025,  and
the   aggregate  of  the  service  and  the  interest   cost
components of net periodic postretirement benefit  cost  for
1996 by $334.

The  discount  rate  used  in  determining  the  accumulated
postretirement benefit obligation was 7.5% at  December  31,
1995  and  1996. The discount rate used for determining  the
net periodic postretirement benefit cost was 7.75%, 8.5% and
7.5% for 1994, 1995 and 1996, respectively.

9. Major Customers

Sales  to  one  customer,  in  which  Repap  Sales  has   an
investment in preferred stock, were 16%, 18% and 14% of  net
sales  during  1994,  1995 and 1996, respectively.  Accounts
receivable  from  this customer were $5,592  and  $5,324  at
December 31, 1995 and 1996, respectively. Sales to one other
customer  were  16%, 14% and 15% of net sales  during  1994,
1995  and 1996, respectively. Accounts receivable from  this
customer  were $4,369 and $3,803 at December  31,  1995  and
1996, respectively.

10. Income Taxes

The  income tax provision (benefit) on income (loss)  before
extraordinary items is comprised of the following:
                                    1994     1995     1996
                                                    
   Current federal income tax      $  -    $  835   $    _
    expense                               
   Deferred income tax expense                      
    (credit), excluding                96  11,591   (2,966)
    components listed below
   Benefits of operating loss      (1,215)     -        _
    carryforwards
   Effect of change in valuation     (172) (4,489)     703
    allowance
   Income tax provision (benefit) $(1,291) $7,937  $(2,263)
<PAGE>                              
10. Income Taxes (continued)

The  income tax provision (benefit) differs from the  amount
computed  by applying the federal statutory rate of  34%  to
income (loss) before income taxes and extraordinary items as
follows:
                                   1994     1995     1996
   Income tax provision                            
    (benefit) at federal        $  (591)   $11,858 $(3,002)
    statutory rate             
   State income taxes, net of      (320)       588    (161)
    federal benefit
   Effect of change in valuation   (172)    (4,489)    703
    allowance
   Other                           (208)       (20)    197
   Income tax provision          $(1,291)  $ 7,937 $(2,263)
    (benefit)                 

Significant components of the Company's deferred income  tax
liabilities and assets as of December 31 are as follows:
                                           1995      1996
    Deferred income tax liabilities:               
   Property, plant and equipment         $50,724   $54,659
   Other                                   2,231     1,972
                                          52,955    56,631
    Deferred income tax assets:                    
   Accrued liabilities and other items             
    not currently deductible               7,731     8,416
   State net operating loss                  549       709
    carryforwards
   State tax credit carryforwards          8,564     8,879
   Federal net operating loss             17,261    21,842
    carryforwards
   Federal general business credit         7,501     6,669
    carryforwards
   Federal alternative minimum tax         1,646     1,289
    credit carryforwards
                                          43,252    47,804
   Valuation allowance for deferred tax   14,598    13,062
    assets
                                          28,654    34,742
    Net deferred income tax liabilities  $24,301   $21,889

Because  of the recent cumulative losses, future income  has
not  been  assumed  in  determining the necessary  valuation
allowances for the various carryforwards.
<PAGE>
10. Income Taxes (continued)

At   December 31,  1996,  the  Company  has  the   following
carryforwards for operating losses, general business credits
and  state  tax  credits available to reduce  future  income
taxes:
                                  Federal General     

                   Net Operating      Business    State
                       Losses                      Tax

                  Federal   State   Credits   Credits

        Year                                      
      expires:
        1997     $     -   $     -  $  495   $   585
        1998     -          -        2,242       735
        1999      3,170     -        1,683       717
        2000     -          -          171       827
        2001      2,912     -          283       868
        2002      8,332     -        -           682
        2003      1,493     -           41       788
        2004     -          -          929     1,049
        2005     -          -          822     1,006
        2006     -          -            2       973
        2007     12,082     -            1       939
        2008     -          -        -         1,025
        2009     29,666     6,493    -         1,019
        2010     -          -        -           998
        2011      6,575     6,970    -           993
        2012         12       136    _           249
                $64,242   $13,599   $6,669   $13,453

The   Company  also  has  alternative  minimum  tax   credit
carryforwards of $1,289 that are available to reduce  future
regular federal income taxes.

11. Commitments and Contingency

In   1993,  the  Company  entered  into  an  agreement  with
Wisconsin  Electric  Power Company (WEPCO)  to  construct  a
cogeneration facility adjacent to the Company's  mill  which
would  have  provided steam for its paper making operations.
In late 1993, the Wisconsin Public Service Commission issued
an  order  denying  WEPCO's  application  to  construct  the
cogeneration  facility. The Company is  contingently  liable
for approximately $4.9 million in engineering costs incurred
by  WEPCO  in  the event that the related engineering  costs
cannot be recovered by WEPCO through a sale of the equipment
owned by WEPCO or in a comparable project in the future.
<PAGE>

12. Fair Value of Financial Instruments

The  following  table  presents  the  carrying  amounts  and
estimated fair values of the Company's financial instruments
at December 31:

                                1995                   1996

                           Carrying             Carrying      
                                    Fair               Fair
                           Amount   Value     Amount   Value
    Financial assets -                                
    Advance to affiliate   $        $          $        $
                             4,500       (1)      4,500        (1)
    Financial                                         
    liabilities:
    Long-term debt (2)     413,215  395,215     414,609   424,293
                         
    Class I Preferred        5,828       (1)      6,405        (1)
    Stock

(1)      The  fair values for the advance to affiliates  and
   the  Class I Preferred Stock held by affiliates  are  not
   practicable  to  estimate because of the lack  of  quoted
   market prices.

(2)      The  carrying  amount of the borrowings  under  the
   revolving credit facility approximates their fair  value.
   The  fair  values of the First and Second Priority  Notes
   are based on quoted market prices.

13. Subsequent Events

In  July 1996, Repap Enterprises engaged investment advisors
to   explore  strategic  alternatives  available  to   Repap
Enterprises  and  its  subsidiaries to maximize  shareholder
value.

On  December 17, 1996 (and as amended March 3, 1997), Avenor
Inc.  (Avenor)  and Repap Enterprises entered  into  a  Pre-
Merger  Agreement providing for the amalgamation  of  Avenor
and  Repap Enterprises pursuant to an Amalgamation Agreement
whereby  common  and  preferred stock of  Repap  Enterprises
would  have  been exchanged for common stock of  Avenor.  On
March 26, 1997, Avenor shareholders voted to not approve the
proposed amalgamation.

The  management  of  Repap Enterprises is  considering  what
steps  to  take  following  the rejection  of  the  proposed
amalgamation by the Avenor shareholders. Management and  the
Board  of Directors of Repap Enterprises intend to pursue  a
strategy  that  is  in the best interest of  preserving  and
creating  value for its shareholders. It is uncertain  what,
if any, impact this will have on the Company.
<PAGE>
13. Subsequent Events (continued)

As  discussed  in Notes 2 and 7, the Company's  consolidated
balance sheet at December 31, 1996 includes forward purchase
contracts   with   affiliates,  an   investment   in   Repap
Enterprises  preferred  stock, advances  to  affiliates  and
amounts  due  from/to affiliates. Such amounts aggregate  to
net   assets  of  $39,035,  of  which  $24,722  and  $10,495
represent  forward  purchase contracts  with  Repap  British
Columbia  and Repap Enterprises, respectively. On  March  3,
1997,  Repap  Enterprises entered into a  Restructuring  and
Settlement  Agreement with certain banks whereby such  banks
acquired   control   of   Repap   British   Columbia.    The
Restructuring  and  Settlement Agreement  provides  for  the
forward  purchase  contract with Repap British  Columbia  to
continue  on the same terms. Repap Enterprises has indicated
its  intention  to  honor the commitment under  its  forward
purchase contract. Management believes that the remainder of
the  net  assets  due  from affiliates  of  $3,818  will  be
realized.  However, realization of such amounts is uncertain
pending  the  future  actions of Repap Enterprises  and  the
financial condition of Repap British Columbia.
<PAGE>
                                                   Schedule II
                                                            
                    Repap Wisconsin, Inc.
              Valuation and Qualifying Accounts
                              
                              
                              
                                                         S-1
                                    Additions                     
                        Balance  Charged Charged             Balance
                          at     to Cost   to                 
      Description       Beg.      and    Other  Deductions   at End
                          of     Expense Accts.      (1)       of
                         Year                                 Year

                                       (In Thousands)

Year ended December 31,                                      
1994:
Deducted from asset                                           
accounts -
Allowance for doubtful                                       
accounts and reserve                                         
for returns and            $1,630  $1,947  $ -     $2,096      $1,481
allowances             
                                                             
Year ended December 31,                                      
1995:
Deducted from asset                                           
accounts -
Allowance for doubtful                                       
accounts and reserve                                         
for returns and            $1,481  $2,400  $ -     $2,213      $1,668
allowances
                                                             
Year ended December 31,                                      
1996:
Deducted from asset                                           
accounts -
Allowance for doubtful                                       
accounts and reserve                                         
for returns and           $1,668   $2,376  $ -     $2,338      $1,706
allowances
                                                             


(1)Represents uncollectible accounts written off, net of recoveries,
and net losses on paper returns and allowances.
<PAGE>

                SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized, on 
March  31 , 1997.


                                REPAP WISCONSIN, INC.


                                /s/ Timothy J. Morgan
                                Timothy J. Morgan

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.


      Signature                           Title                Date


/s/ George S. Petty   Director and Chairman                    March 31, 1997
George S. Petty         (Principal Executive Officer)



/s/ Ronald H. Sumner   Director and Executive Vice-            March 31, 1997
Ronald H. Sumner                President



/s/ Timothy J. Morgan  Senior Vice-President and Controller,   March 31, 1997
Timothy J. Morgan      Coated Paper Operations (Principal
                       Financial and Accounting Officer)
<PAGE>


3.  Exhibits

Exhibit
Number                  Description

3.1     Restated Certificate of Incorporation of the Company dated July
        18, 1994.  (Incorporated by reference to Exhibit 3.1 as filed with
        the Company's Form 10-K for the year ended December 31,
        1994).

3.2     Restated By-laws of the Company dated July 18, 1994.
        (Incorporated by reference to Exhibit 3.2 as filed with the
        Company's Form 10-K for the year ended December 31, 1994).

4.1     Form of First Priority Note Indenture, dated as of February 1,
        1994, between the Company and the Bank of New York, as
        trustee.  (Incorporated by reference to Exhibit 4.1 as filed with
        the Company's Form S-1 on January 31, 1994).

4.2     Form of First Priority Note (included in the form of First Priority
        Note Indenture filed as Exhibit 4.1).  (Incorporated by reference
        to Exhibit 4.2 as filed with the Company's Form S-1 on January
        31, 1994).

4.3     Form of Second Priority Note Indenture, dated as of  February 1,
        1994, between the Company and Bankers Trust Company, as
        trustee.  (Incorporated by reference to Exhibit 4.3 as filed with
        the Company's Form S-1 on January 31,1994).

4.4     Form of Second Priority Note (included in the form of Second
        Priority Note Indenture filed as Exhibit 4.3).  (Incorporated by
        reference to Exhibit 4.4 as filed with the Company's Form S-1 on
        January 31, 1994).

4.5     Form of Collateral Agency Agreement, dated as of February 1,
        1994, among the Company, the Trustees and the Collateral
        Agent.  (Incorporated by reference to Exhibit 4.7 as filed with the
        Company's Form S-1 on January 31, 1994).

4.6     Form of Mortgage.  (Incorporated by reference to Exhibit 4.8 as
filed with the Company's Form S-1 on January 31, 1994).
<PAGE>

Exhibit
Number                  Description

4.7     First Supplemental Indenture, dated as of August 9, 1994,
        between the Company and The Bank of New York, as trustee.
        (Incorporated by reference to Exhibit 4.7 as filed with the
        Company's Form 10-K for the year ended December 31, 1994).

4.8     First Supplemental Indenture, dated as of August 9, 1994,
        between the Company and Bankers Trust Company, as trustee.
        (Incorporated by reference to Exhibit 4.8 as filed with the
        Company's Form 10-K for the year ended December 31, 1994).

4.9     Second Supplemental Indenture, dated as of January 10, 1996,
        between the Company and the Bank of New York, as trustee.
        (Incorporated by reference to Exhibit 4.9 as filed with the
        Company's Form 10-K for the year ended December 31, 1995).

4.10    Second Supplemental Indenture, dated as of January 10, 1996,
        between the Company and Bankers Trust Company, as trustee.
        (Incorporated by reference to Exhibit 4.10 as filed with the
        Company's Form 10-K for the year ended December 31, 1995).

4.11    Second Amended and Restated Credit Agreement, dated as of
        November 8, 1994, by and between the Company and Heller
        Financial, Inc.  (Incorporated by reference to Exhibit 10.1 as
        filed with the Company's Form 10-K for the year ended
        December 31, 1994).

4.12    First Amendment to Second Amended and Restated Credit
        Agreement, dated as of December 27, 1995, by and between
        the Company and Heller Financial, Inc.  (Incorporated by
        reference to Exhibit 4.12 as filed with the Company's Form 10-K
        for the year ended December 31, 1995).

4.13    Second Amendment to Second Amended and Restated Credit
        Agreement, dated as of February 14, 1996, by and between the
        Company and Heller Financial, Inc. (Incorporated by reference
        to Exhibit 4.13 as filed with the Company's Form 10-K for the
        year ended December 31, 1995).

4.14    Third Amendment to Second Amended and Restated Credit
        Agreement, dated as of March 8, 1996, by and between the
        Company and Heller Financial, Inc.  (Incorporated by reference
        to Exhibit 4.14 as filed with the Company's Form 10-K for the
        year ended December 31, 1995).
<PAGE>

4.15    Fourth Amendment to Second Amended and Restated Credit
        Agreement, dated as of March 24, 1997, by and between the
        Company and Heller Financial, Inc.

10.1    PCC Production and Sale Agreement, dated as of October 23,
        1990, between the Company (formerly known as Midtec Paper
        Corporation) and Pfizer Specialty Minerals Inc.  (Incorporated by
        reference to Exhibit 10.5 as filed with the Company's Form S-1
        on January 31, 1994).

10.2.    Supply/Purchase Agreement, dated March 2, 1992, by and
        between the Company and Repap Midtec Limited Partnership, on
        the one hand, and ECC America, Inc., on the hand.
        (Incorporated by reference to Exhibit 10.6 as filed with the
        Company's Form S-1 on January 31, 1994).

10.3    Lease/Construction Agreement, dated March 2, 1992, by and
        between Repap USA Inc. and ECC America, Inc. (Incorporated
        by reference to Exhibit 10.7 as filed with the Company's Form
        S-1 on January 31, 1994).

10.4    Electric Service Agreement, dated February 22, 1988, by and
        between the Company (formerly known as Midtec Paper
        Company) and Repap Midtec Limited Partnership, on the one
        hand, and Wisconsin Electric Power Company, on the other
        hand.  (Incorporated by reference to Exhibit 10.8 as filed with the
        Company's Form S-1 on January 31, 1994).

10.5    Supply Agreement, dated as of February 28, 1991, by and
        between the Company (formerly known as Midtec Paper
        Corporation) and Fox River Fiber Company.  (Incorporated
        by reference to Exhibit 10.9 as filed with the Company's Form
        S-1 on January 31, 1994).

10.6    Letter Agreement, dated August 14, 1989, between the Company
        (formerly known as Midtec Paper Corporation) and Engelhard
        Corporation.  (Incorporated by reference to Exhibit 10.10 as filed
        with the Company's Form S-1 on January 31, 1994).
<PAGE>



Exhibit
Number                Description

10.7    Sales/Purchase Contract, dated October 12, 1991, between the
        Company (formerly known as Midtec Paper Corporation) and
        ECC International.  (Incorporated by reference to Exhibit 10.12
        as filed with the Company's Form S-1 on January 31, 1994).

10.8    Form of Management Services and Cost Allocation Agreement
        between Repap Enterprises and the Company.  (Incorporated by
        reference to Exhibit 10.14 as filed with the Company's Form S-1
        on January 31, 1994).

10.9    Form of Woodpulp Contract between Repap British Colombia
        Inc. (formerly known as Skeena) and the Company.
        (Incorporated by reference to Exhibit 10.15 as filed with the
        Company's Form S-1 on January 31, 1994).

10.10   Midtec Paper Corporation/Repap Sales Corporation Sales
        Agency Agreement, dated as of January 1, 1990, between the
        Company (formerly known as Midtec Paper Corporation) and
        Repap Sales.  (Incorporated by reference to Exhibit 10.17 as
        filed with the Company's Form S-1 on January 31, 1994).

10.11   Pulp Purchase Agreement, dated September 26, 1994, between
        Repap British Columbia Inc. (formerly known as Skeena) and the
        Company.  (Incorporated by reference to Exhibit 10.13 as filed
        with the Company's Form 10-K for the year ended December 31,
        1994).

10.12   Pulp Purchase Agreement dated December 22, 1994, between
        Repap New Brunswick (formerly known as Miramichi Pulp and
        Paper) and the Company.  (Incorporated by reference to Exhibit
        10.14 as filed with the Company's Form 10-K for the year ended
        December 31, 1994).

10.13   Pulp Purchase Agreement #7, dated as of July 12, 1995,
        between Repap British Columbia Inc. (formerly known as
        Skeena) and the Company.  (Incorporated by reference to Exhibit
        10.13 as filed with the Company's Form 10-K for the year ended
        December 31, 1995).
<PAGE>

Exhibit
Number                  Description

10.14   Pulp Purchase Agreement #8, dated as October 19, 1995
        between Repap British Columbia Inc. (formerly known as
        Skeena) and the Company.  (Incorporated by reference to
        Exhibit 10.14 as filed with the Company's Form 10-K for the year
        ended December 31,1995).

10.15   Amendments to Pulp Purchase Agreements #7 and #8, dated as
        of November 21, 1996, between Repap British Columbia Inc.
        (formerly known as Skeena) and the Company.

10.16   Pulp Purchase Agreement, dated as of September 1, 1995,
        between Repap Enterprises and the Company.  (Incorporated
        by reference to Exhibit 10.15 as filed with the Company's Form
        10-K for the year ended December 31, 1995).

10.17   Labor Agreement, dated as of January 19, 1995, between the
        Company and the Paper Mill Workers Union of Kimberly,
        Wisconsin.  (Incorporated by reference to Exhibit 10.16 Form
        10-K for the year ended December 31, 1995).

21.1    Subsidiaries of the Registrant.  The Registrant has one inactive
        wholly owned subsidiary.

<PAGE>