SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

                                   (Mark One)
             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2000

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                            THE EXCHANGE ACT OF 1934

                        Commission file number: 333-42201

                        BEAR ISLAND PAPER COMPANY, L.L.C.
             (Exact name of registrant as specified in its charter)

            Virginia                                            06-0980835
State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                            Identification Number)

                              10026 Old Ridge Road
                                   Ashland, VA
                    (Address of Principal Executive Offices)

                                      23005
                                   (Zip Code)

                                 (804) 227-3394
              (Registrant's telephone number, including area code)

             Former Name, Former Address and Former Fiscal Year, if
                    Changed Since Last Report: Not Applicable

        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  and
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. Yes X No
                                                     --   ---

        Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practicable date: Not Applicable.



<PAGE>
                        BEAR ISLAND PAPER COMPANY, L.L.C.
                                      INDEX


                                                                         Page(s)
 Part I.  Financial Information

     Item 1   Financial Statements

       Condensed Balance Sheets                                            1

       Condensed Statements of Income                                      2

       Condensed Statements of Cash Flows                                  3

       Notes to Condensed Financial Statements                             4


     Item 2

       Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                            6


 Part II.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K                             8


 Signatures                                                                9

<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
ITEM I.  FINANCIAL STATEMENTS
                               BEAR ISLAND PAPER COMPANY, L.L.C.
                                    CONDENSED BALANCE SHEETS
<CAPTION>


                                                             June 30,          December 31,
                        ASSETS                                 2000                1999
                                                          ----------------   -----------------
                                                            (Unaudited)
<S>                                                       <C>                <C>
 Current assets:
     Cash and short-term investments                      $       216,011    $        981,199
     Accounts receivable, net                                  12,986,201          12,360,817
     Inventories                                               11,600,413          12,975,282
     Other current assets                                         982,148             379,435
                                                          ----------------   -----------------

             Total current assets                              25,784,773          26,696,733

 Property, plant and equipment                                203,893,901         202,487,949
 Less accumulated depreciation                                 27,071,538          21,428,569
                                                          ----------------   -----------------

             Net property, plant and equipment                176,822,363         181,059,380
                                                          ----------------   -----------------

 Deferred financing costs, net                                  6,487,637           6,830,894
                                                          ----------------   -----------------

               Total assets                               $   209,094,773    $    214,587,007
                                                          ================   =================


          LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                            766,075             830,566
     Accounts payable and accrued liabilities                   8,948,444           9,372,565
     Accrued interest payable                                   1,050,740           1,044,362
                                                          ----------------   -----------------

               Total current liabilities                       10,765,259          11,247,493

 Long-term debt                                               137,110,524         137,460,524
                                                          ----------------   -----------------

               Total liabilities                              147,875,783         148,708,017
                                                          ----------------   -----------------

 Member's equity:
     Contributed capital                                       79,581,074          77,553,705
     Retained earnings (accumulated deficit)                  (18,362,084)        (11,674,715)
                                                          ----------------   -----------------

             Total member's equity                             61,218,990          65,878,990
                                                          ----------------   -----------------

               Total liabilities and member's equity      $   209,094,773    $    214,587,007
                                                          ================   =================
 See accompanying notes to the condensed financial statements.
</TABLE>

                                                            1
<PAGE>
<TABLE>
                                            BEAR ISLAND PAPER COMPANY, L.L.C.
                                              CONDENSED STATEMENTS OF INCOME
                                                       (UNAUDITED)

<CAPTION>

                                                   Three months ended June 30,           Six months ended June 30,
                                                -----------------------------------  -----------------------------------
                                                       2000               1999              2000               1999
                                                       ----               ----              ----               ----
<S>                                             <C>                <C>               <C>                <C>
 Net sales                                      $   27,639,702     $    26,474,098   $    54,008,138    $    52,451,889
 Cost of sales                                      24,247,815          23,980,580        50,200,819         46,004,946
                                                ---------------    ----------------  ----------------   ----------------

             Gross profit                            3,391,887           2,493,518         3,807,319          6,446,943

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                   (276,397)           (794,223)       (1,067,450)        (1,573,557)
     Other                                             (47,563)           (195,336)          (74,771)          (274,805)
                                                ---------------    ----------------  ----------------   ----------------

             Income from operations                  3,067,927           1,503,959         2,665,098          4,598,581

 Other income (deductions):
     Interest expense                               (3,539,425)         (4,394,001)       (7,076,785)        (9,031,323)
     Other income (expense)                             51,986             332,271            73,565            376,993
                                                ---------------    ----------------  ----------------   ----------------

               Net income (loss)                $     (419,512)    $    (2,557,771)  $    (4,338,122)   $    (4,055,749)
                                                ===============    ================  ================   ================
</TABLE>

 See accompanying notes to the condensed financial statements.



                                                            2


<PAGE>
<TABLE>
                          BEAR ISLAND PAPER COMPANY, L.L.C.
                         CONDENSED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
<CAPTION>


                                                    Six months ended June 30,
                                                -----------------------------------
                                                        2000               1999
                                                        ----               ----
<S>                                             <C>                <C>
 Operating activities:
     Net income (loss)                          $    (4,338,122)   $    (4,055,749)
     Adjustments to reconcile net income
           to net cash provided by
           operating activities:
       Depreciation and depletion                     5,642,969          5,292,811
       Amortization of deferred financing
         costs                                          343,257            351,177
       Loss/(Gain) on disposal/write-down of
         property, plant and equipment                  160,400           (261,706)
     Changes in current assets and liabilities:
       Accounts receivable                             (625,384)         1,888,345
       Inventory                                      1,374,869            994,404
       Other current assets                            (602,713)           117,678
       Accounts payable and accrued
         liabilities                                    103,248           (481,719)
       Accrued interest payable                           6,378            (46,956)
                                                ----------------   ----------------

             Cash provided by operating
                   activities                         2,064,902          3,798,285
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                 (1,566,352)        (1,285,569)
     Proceeds from disposal of property, plant
           and equipment                                 --                596,706
                                                ----------------   ----------------

             Net cash used in investing
                   activities                        (1,566,352)          (688,863)
                                                ----------------   ----------------

 Financing activities:
     Proceeds from issuance of long-term
           debt                                       4,000,000          5,000,000
     Principal payments on long-term debt            (4,414,491)       (13,451,016)
     Tax distribution to parent                      (2,349,247)        (3,003,383)
     Contributions to capital from parent             1,500,000          7,500,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (1,263,738)        (3,954,399)
                                                ----------------   ----------------

             Net increase (decrease) in cash           (765,188)          (844,977)

 Cash and short-term investments, beginning
       of period                                        981,199          2,130,787
                                               -----------------  -----------------

               Cash and short-term
                     investments, end of
                     period                     $       216,011    $     1,285,810
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $       527,369    $     1,049,041
                                                ================   ================
</TABLE>

 See accompanying notes to the condensed financial statements.



                                        3


<PAGE>

                        BEAR ISLAND PAPER COMPANY, L.L.C.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   In  the  opinion  of  management,   the  accompanying  condensed  financial
     statements of Bear Island Paper Company, L.L.C. (the "Company") contain all
     adjustments  necessary to present  fairly,  in all material  respects,  the
     Company's  financial position as of June 30, 2000 and December 31, 1999 and
     the Company's  condensed results of operations for the three- and six-month
     periods  ended June 30,  2000 and 1999 as well as the  Company's  condensed
     cash flows for the  six-month  periods  ended June 30,  2000 and 1999.  All
     adjustments are of a normal and recurring nature. These condensed financial
     statements should be read in conjunction with the financial  statements and
     notes thereto  included in the  Company's  1999 Form 10K filed on March 30,
     2000.  The December  31, 1999  balance  sheet data was derived from audited
     financial  statements,  but does not  include all  disclosures  required by
     generally accepted accounting principles.

     The results of  operations  for the  six-month  period  ended June 30, 2000
     should not be regarded as necessarily indicative of the results that may be
     expected for the entire year.


2.   The Company is a wholly owned  subsidiary of Brant-Allen  Industries,  Inc.
     ("Brant-Allen"), a Delaware corporation.

     A component of selling, general and administrative expenses as shown on the
     statements  of operations  includes  aggregate  management  fees charged by
     Brant-Allen.  Prior to April 1, 2000 there were  restrictions on payment of
     the management  fee. During the six months ended June 30, 2000 and prior to
     April 1, 2000 the Board of  Directors  of  Brant-Allen  contributed  unpaid
     accrued  portions of the management fee totaling  $527,369 to the Company's
     capital.  The  corresponding   management  fee  and  contribution  for  the
     six-month  period ended June 30, 1999 was  $1,049,041.  This portion of the
     management  fee  was  limited  as to  payment  in cash  by the  Company  to
     Brant-Allen  under the restrictive  covenants to the $100 million principal
     amount of 10% Senior Secured Notes due 2007 (the "Notes"). The contribution
     of this accrued  liability had been reflected as an addition to contributed
     capital  in the  accompanying  condensed  balance  sheet at June 30,  2000.
     Effective April 1, 2000, the Company amended this arrangement  reducing the
     management fee to 1% of net sales from 3% of net sales and  eliminating any
     restrictions on payment.  This had the effect of reducing selling,  general
     and  administrative  expenses by $553,000 during the quarter and six-months
     ended June 30, 2000.

     There are also certain  restrictions on distributions  paid to Brant-Allen.
     Distributions  are  allowed  for a portion  of profits in excess of certain
     amounts.  In addition,  distributions  are allowed for amounts necessary to
     pay for the tax  liabilities  of the members  resulting  from the Company's
     operations.  During the six-months  ended June 30, 2000 $2,349,247 was paid
     to Brant-Allen to pay such tax  liabilities.  In the six-months  ended June
     30, 1999 $3,003,383 was paid to Brant-Allen for such tax liabilities.

3.   No provision for income taxes is required in the financial statements since
     each member of the parent Company is individually liable for any income tax
     that may be payable on the Company's taxable income.


4.   Finished  goods and raw  materials  inventories  are valued at the lower of
     cost or market,  with cost determined on the first-in,  first-out  ("FIFO")
     basis.  Stores  inventories  are  valued  at the lower of  average  cost or
     market.

     Inventories consisted of:

                                      June 30, 2000       December 31, 1999
                                     ---------------      -----------------

          Raw materials              $    2,630,020       $      2,375,910
          Stores                          7,945,264              8,083,267
          Finished goods                  1,025,129              2,516,105
                                     ---------------      -----------------
                                     $   11,600,413       $     12,975,282
                                     ===============      =================


5.       Long-term debt consisted of:

                                              June 30, 2000    December 31, 1999
                                             ----------------  -----------------

         Senior Secured Notes                $   100,000,000   $    100,000,000

         Term Loan Facility                       18,683,276         19,033,276

         Revolving Credit Facility                19,000,000         19,000,000

         Long-term purchase obligations              193,323            257,814
                                             ----------------  -----------------
                                                 137,876,599        138,291,090
         Less current portion                        766,075            830,566
                                             ----------------  -----------------
                      Total long-term debt   $   137,110,524   $    137,460,524
                                             ================  =================



                                        4

<PAGE>

                        BEAR ISLAND PAPER COMPANY, L.L.C.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.   The  Company  was a  party  to a wood  supply  contract  with  Bear  Island
     Timberlands Company,  L.L.C.  ("Timberlands") an affiliate and wholly owned
     subsidiary of Brant-Allen,  whereby Timberlands guaranteed to supply all of
     the Company's log and pulp chip  requirements at market prices.  During the
     six months ended June 30, 2000 all log and pulp chips were  purchased  from
     outside vendors due to the suspension of  Timberlands'  operations in 1998.
     The Company has  negotiated  a number of fiber  supply  contracts  covering
     approximately 183,000 cords of chips and roundwood for periods ranging from
     three months to one year. During 1999, management liquidated  substantially
     all Company and  Timberlands  owned  timberlands  and as a result all fiber
     supplies will be effectuated with independent wood suppliers.

     The  Company  charged  Timberlands  for  certain  administrative  and other
     expenses.  These charges  approximated  $78,000 and $798,000 during the six
     months ended June 30, 2000 and 1999, respectively.

     The  Company's  receivables  and  payables  and the  Company's  sales to an
     affiliate were as follows:

<TABLE>
<CAPTION>
                                                                     June 30, 2000   December 31, 1999
                                                                   ----------------  -----------------

          <S>                                                      <C>               <C>
          Due from Brant-Allen                                     $         8,768   $        91,309
          Due from Newsprint Sales                                         538,677           339,545
          Due from Dow Jones & Company, Inc.                             2,433,531         2,172,968
          Due from F.F. Soucy, Inc. and Partners                            48,404            10,964
          Due from F.F. Soucy, Inc.                                         18,543             2,497
          Due to Timberlands                                               202,497            11,791

<CAPTION>
                                                        Three Months Ended June 30,         Six Months ended June 30,
                                                          2000              1999              2000             1999
                                                   ----------------------------------  -------------------------------
          Net sales to Dow Jones & Company, Inc.   $    5,978,491    $    5,389,119    $    10,888,776  $   10,950,318
</TABLE>


     Sales to Dow Jones & Company, Inc. represented approximately 22% and 20% of
     total sales  during the three- and six- month  periods  ended June 30, 2000
     and 20% and 21% during the  three-  and six- month  periods  ended June 30,
     1999, respectively. The remaining sales were to other unaffiliated printing
     and publishing enterprises located primarily in the eastern United States.

7.   In June 1998, the Financial  Accounting Standards Board Issued Statement of
     Financial  Accounting  Standards No. 133 ("SFAS No. 133"),  "Accounting for
     Derivative   Instruments  and  Hedging  Activities."  FAS  133  establishes
     standards for accounting and disclosure of derivative instruments. This new
     standard is effective for fiscal  quarters of fiscal years  beginning after
     June 15, 1999. In June 1999,  the FASB issued FAS No. 137  "Accounting  for
     Derivative  Instruments  and Hedging  Activities-Deferral  of the Effective
     Date of FASB Statement No. 133",  postponing  SFAS No. 133's effective date
     to fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  The
     implementation  of this new  standard  is not  expected  to have a material
     effect on the Company's results of operations or financial position.

8.   During 1999, the Company and Timberlands  sold  substantially  all of their
     timberland  properties.  The net proceeds from these sales were utilized to
     reduce (i)  Timberlands  debt and (ii) debt  incurred  by the  Company  and
     Brant-Allen  in  connection  with  Brant-Allen's  purchase  of  the  equity
     interests in Timberlands and the Company.



                                        5
<PAGE>

ITEM II.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


The following is  management's  discussion  and analysis of certain  significant
factors  affecting the results of  operations of the Company  during the periods
included in the accompanying  condensed statements of operations and the changes
in the Company's financial condition since December 31, 1999.

General:

The Company  manufactures and is dependent on one product,  newsprint,  which is
used  in  general  printing  and  the  newspaper  publishing  industry  and  for
advertising  circulars.  Accordingly,  demand for newsprint  fluctuates with the
economy,  newspaper  circulation  and  purchases of  advertising  lineage  which
significantly  impacts the Company's selling price of newsprint and,  therefore,
its revenues and  profitability.  In addition,  variation in the balance between
supply and demand as a result of global  capacity  additions  have an increasing
impact on both  selling  prices  and  inventory  levels  in the  North  American
markets. Capacity is typically added in large blocks because of the scale of new
newsprint machines.

As a result,  the newsprint market is highly  cyclical,  depending on changes in
global supply,  demand and inventory levels. These factors  significantly impact
the Company's sales volume and newsprint  prices and,  therefore,  the Company's
revenues  and  profitability.  Given  the  commodity  nature of  newsprint,  the
Company,  like other  suppliers to this market,  has little  influence  over the
timing and extent of price changes. Sales are recognized at the time of shipment
from the Company's mill. However, significant fluctuations in revenue can and do
occur as a result of the timing of shipments  caused by increases  and decreases
in mill inventory levels.


THREE MONTHS ENDED JUNE 30, 2000, COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

Net sales  increased by $1.1  million,  or 4.2%,  to $27.6 million in the second
quarter of 2000, from $26.5 million in the second quarter of 1999. This increase
was  attributable  to a 7.8%  increase in the  average net selling  price of the
Company's products and was offset in part by a 3.2% decrease in sales volumes to
approximately  55,400 metric tons ("tonnes") in the second quarter of 2000, from
approximately  57,225  tonnes in the second  quarter of 1999.  The Company's net
selling  price for  newsprint  increased  to an average of $498 per tonne in the
second  quarter of 2000 from an average of $463 per tonne in the second  quarter
of 1999.

Cost of sales increased by $0.2 million, or 0.8%, to $24.2 million in the second
quarter of 2000 from $24.0 million in the second quarter of 1999.  This increase
was attributable  primarily to a 4.5% increase in unit  manufacturing  costs per
tonne and offset by the 3.2% decrease in sales volumes as mentioned  above.  The
increase in unit  manufacturing  cost per tonne was a result of 6.2% increase in
fiber costs primarily due to increased prices for old newspapers  ("ONP").  Cost
of sales as a percentage of net sales  decreased to 87.7% in the second  quarter
of 2000,  from 90.6% in the second  quarter of 1999,  due to a net  increase  in
newsprint  selling  prices  in the  second  quarter  of 2000 and  offset  by the
increase in unit costs of manufacturing as noted above.

The Company's  selling,  general and  administrative  expenses decreased by $0.5
million,  or 62.5%,  to $0.3  million  in the  second  quarter of 2000 from $1.0
million in the second quarter of 1999. This decrease was attributable to the 200
basis points reduction in the management fee to Brant-Allen.  Effective April 1,
2000 the management fee to Brant-Allen for  administrative  services was reduced
from 3% to 1%.

As a result of the above  factors,  income  from  operations  increased  by $1.6
million to $3.1  million in the second  quarter of 2000 from $1.5 million in the
second quarter of 1999.

The Company's interest expense decreased $0.9 million, or 20.5%, to $3.5 million
in the second  quarter of 2000 compared to $4.4 million in the second quarter of
1999, due to scheduled  amortization of the Company's  outstanding  indebtedness
and  accelerated  repayments on the Company's  Term Loan Facility as a result of
the  liquidation  of  timberlands   partially  offset  by  an  increase  in  the
outstanding Revolving Credit Facility.

As a result  of the  above  factors,  the  Company  reported  a net loss of $0.4
million in the second  quarter of 2000  compared to net loss of $2.6  million in
the second quarter of 1999.



SIX MONTHS ENDED JUNE 30, 2000, COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

Net sales increased by $1.5 million,  or 2.9%, to $54.0 million in the first six
months  of 2000,  from  $52.5  million  in the first  six  months of 1999.  This
increase was  attributable  to a 4.1% increase  sales  volumes to  approximately
112,000  tonnes in the first six  months  of 2000,  from  approximately  107,600
tonnes in the first six months of 1999 and was offset in part by a 1.0% decrease
in the average net selling  price of the Company's  products.  The Company's net
selling  price for  newsprint  decreased  to an average of $482 per tonne in the
first  six  months of 2000  from an  average  of $487 per tonne in the first six
months of 1999.

Cost of sales increased by $4.2 million,  or 9.1%, to $50.2 million in the first
six  months of 2000 from $46.0  million  in the first six  months of 1999.  This
increase was  attributable  primarily to a 4.7%  increase in unit  manufacturing
costs per tonne and by the 4.1% increase in sales volumes,  mentioned above. The
increase in unit  manufacturing  cost per tonne was a result of a 12.1% increase
in fiber costs  primarily  due to increased  prices for ONP.  Cost of sales as a
percentage of net sales increased to 93.0% in the first six months of 2000, from
87.6% in the  first six  months  of 1999,  due to a net  decrease  in  newsprint
selling prices in the first six months of 2000 and by the increase in unit costs
of manufacturing as noted above.



                                        6

<PAGE>

The Company's  selling,  general and  administrative  expenses decreased by $0.8
million,  or 42.1%,  to $1.1  million  in the first six months of 2000 from $1.9
million in the first six months of 1999.  This decrease was  attributable to the
200 basis points  reduction in the management fee to Brant-Allen  for the period
April 1, 2000 through June 30, 2000.  Effective April 1, 2000 the management fee
to Brant-Allen for administrative services was reduced from 3% to 1%.

As a result of the above  factors,  income  from  operations  decreased  by $1.9
million to $2.7 million in the first six months of 2000 from $4.6 million in the
first six months of 1999.

The Company's interest expense decreased $1.9 million, or 21.1%, to $7.1 million
in the first six months of 2000 compared to $9.0 million in the first six months
of 1999, due to scheduled amortization of the Company's outstanding indebtedness
and  accelerated  repayments on the Company's  Term Loan Facility as a result of
the  liquidation  of  timberlands   partially  offset  by  an  increase  in  the
outstanding Revolving Credit Facility.

As a result  of the  above  factors,  the  Company  reported  a net loss of $4.3
million in the first six months of 2000  compared to net loss of $4.1 million in
the first six months of 1999.


Liquidity and Capital Resources.

The Company's  principal  liquidity  requirements have been for working capital,
capital expenditures and debt service under the Company's loan agreements. These
requirements have been met through cash flows from operations and/or loans under
the Company's  Revolving  Credit Facility.  In addition,  the Company received a
$1.5 million capital  contribution  from  Brant-Allen in the first six months of
2000.

The  Company's  cash and  short-term  investments  at June 30,  2000  were  $0.2
million,  representing  a decrease of $0.8 million from $1.0 million at December
31, 1999.  Net cash  provided by operating  activities  was $2.1 million for the
first six months ended June 30, 2000. Cash used in financing activities was $1.6
million  and cash used in  investing  activities  was $1.3  million  for the six
months ended June 30,  2000.  In total,  $4.3 million was used to cover  capital
expenditures  of $1.6  million,  a tax  distribution  of $2.3  million and a net
reduction in long-term debt including purchase  obligations of $0.4 million. The
Company  anticipates that cash provided from operations in the future,  combined
with  borrowings  under the Revolving  Credit Facility will be sufficient to pay
its  operating  expenses,  satisfy  debt-service  obligations  and fund  capital
expenditures.

In the first six  months of 2000,  the  Company's  cash  provided  by  operating
activities decreased by 44.7% to $2.1 million from $3.8 million in the first six
months of 1999,  primarily due to lower selling prices and higher costs of sales
resulting in a net loss in first six months 2000 of $4.3 million compared to net
loss of $4.1 million in the first six months of 1999.

The Company  made capital  expenditures  of $1.6 million and $1.3 million in the
first six  months of 2000 and the first  six  months of 1999,  respectively,  in
connection with upgrading and maintaining its manufacturing facility. Management
anticipates  that the Company's  total capital  expenditures  for the balance of
2000 and 2001 will primarily  relate to maintenance of its newsprint  facilities
and cost reduction projects.

At June 30, 2000, the Company had approximately  $137.9 million of indebtedness,
consisting of borrowings of $19.0 million under the Revolving  Credit  Facility,
$18.7  million  under the Term Loan  Facility,  $100 million under the Notes and
approximately $0.2 million in long term purchase obligations.  In addition, $6.0
million was available in unused  borrowing  capacity under the Revolving  Credit
Facility.

Year 2000 Compliance.

With the passage of the  critical  January 1, 2000 and  February 29, 2000 dates,
the Company and, to management's knowledge, its suppliers and its customers have
not  experienced any  significant  business  disruptions as a result of the Year
2000 date  change.  The  Company  will  continue  to  monitor  its  systems  and
communicate  with its  suppliers  for ongoing Year 2000  compliance  until it is
reasonably  assured that no  significant  business  interruptions  are likely to
occur. Based on the actions taken by the Company and its experience to date, the
Company does not believe that its operations will be materially  impacted by the
Year 2000 issue.

                                        7
<PAGE>

PART II.  OTHER INFORMATION
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


          (a)  Exhibit 27, Financial Data Schedule

          (b) No  reports on Form 8-K have been filed  during  the  quarter  for
which this report is filed.



                                        8



<PAGE>
                                   Signatures



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



                                          BEAR ISLAND PAPER COMPANY, L.L.C.



                                          By:  /s/ Peter M. Brant
                                              -------------------------------
                                          Peter M. Brant
                                          President, Chairman of the Board and
                                                       Chief Executive Officer



                                          By:  /s/ Edward D. Sherrick
                                              -------------------------------
                                          Edward D. Sherrick
                                          Vice President of Finance
                                          (Principal Financial Officer and
                                              Chief Accounting Officer)








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