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 March 31, 2002

                                       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  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

       Condensed Balance Sheets                                              1

       Condensed Statements of Operations                                    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 1.  CONDENSED FINANCIAL STATEMENTS
                                             BEAR ISLAND PAPER COMPANY, L.L.C.
                                                 CONDENSED BALANCE SHEETS



                                                                                       March 31,          December 31,
                                               ASSETS                                    2002                2001
                                                                                    ----------------   -----------------
                                                                                       (Unaudited)
 Current assets:
<S>                                                                                 <C>                <C>
     Cash and short-term investments                                                $     1,146,921    $        886,300
     Accounts receivable, net                                                             9,744,401           8,662,832
     Inventories, net                                                                    12,783,617          12,665,519
     Other current assets                                                                   320,831             659,848
                                                                                    ----------------   -----------------

             Total current assets                                                        23,995,770          22,874,499

 Property, plant and equipment, at cost                                                 219,148,011         218,595,176
 Less accumulated depreciation                                                          (46,530,234)        (43,562,514)
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          172,617,777         175,032,662
                                                                                    ----------------   -----------------

 Deferred financing costs, net                                                            5,333,662           5,502,064
                                                                                    ----------------   -----------------

               Total assets                                                         $   201,947,209    $    203,409,225
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Accounts payable and accrued liabilities                                       $    10,909,745    $     14,443,843
     Accrued interest payable                                                             3,461,490             934,005
     Debt                                                                                37,444,121          32,444,121
                                                                                    ----------------   -----------------

               Total current liabilities                                                 51,815,356          47,821,969

 Long-term debt                                                                         100,000,000         100,000,000
                                                                                    ----------------   -----------------

               Total liabilities                                                        151,815,356         147,821,969
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 79,581,074          79,581,074
     Accumulated deficit                                                                (29,449,221)        (23,993,818)
                                                                                    ----------------   -----------------

             Total member's equity                                                       50,131,853          55,587,256
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   201,947,209    $    203,409,225
                                                                                    ================   =================
 See accompanying notes to the condensed financial statements.


                                                            1
</TABLE>


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




                                                                                       Three months ended March 31,
                                                                                    -----------------------------------
                                                                                           2002                2001

<S>                                                                                 <C>                <C>
 Net sales                                                                          $   24,896,117     $    29,322,949
 Cost of sales                                                                         (26,931,811)        (25,604,207)
                                                                                    ---------------    ----------------

             Gross profit (loss)                                                        (2,035,694)          3,718,742

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                                                       (234,231)           (278,190)
     Other direct                                                                          (69,316)            (67,509)
                                                                                    ---------------    ----------------

             Income (loss) from operations                                              (2,339,241)          3,373,043

 Other income (deductions):
     Interest expense                                                                   (3,118,768)         (3,414,712)
     Interest income                                                                         2,606              31,600
                                                                                    ---------------    ----------------

               Net loss                                                             $   (5,455,403)    $       (10,069)
                                                                                    ===============    ================
 See accompanying notes to the condensed financial statements.

</TABLE>


                                                            2


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




                                                     Three months ended March 31,
                                                -----------------------------------
                                                        2002               2001
 Operating activities:
<S>                                             <C>                 <C>
     Net loss                                   $    (5,455,403)    $      (10,069)
     Adjustments to reconcile net loss
           to net cash provided by
           operating activities:
       Depreciation                                   2,967,720          2,810,136
       Amortization of deferred financing
         costs                                          168,402            165,902
    Changes in current assets and liabilities:
       Accounts receivable                           (1,081,569)           926,464
       Inventories                                     (118,098)        (1,907,164)
       Other current assets                             339,017            176,457
       Accounts payable and accrued
         liabilities                                 (3,534,098)          (343,835)
       Accrued interest payable                       2,527,485          2,465,972
                                                ----------------   ----------------

             Net Cash (used) provided by
                     operating activities            (4,186,544)         4,283,863
                                                ----------------   ----------------

 Investing activities:
     Purchases of property, plant and
           equipment                                   (552,835)        (1,359,827)
                                                ----------------   ----------------

             Net cash used in investing
                   activities                          (552,835)        (1,359,827)
                                                ----------------   ----------------

 Financing activities:
     Proceeds from issuance of long-term
           debt                                       5,000,000              -
     Principal payments on long-term debt                 -             (1,535,105)
     Tax distribution to parent                           -               (578,152)
     Contributions to capital from parent                 -                  -
                                                ----------------   ----------------

             Net cash provided (used) in
                   financing activities               5,000,000         (2,113,257)
                                                ----------------   ----------------

             Net increase in cash                       260,621            810,779

 Cash and short-term investments, beginning
       of period                                        886,300            682,329
                                               -----------------  -----------------

               Cash and short-term
                     investments, end of
                     period                     $     1,146,921    $     1,493,108
                                                ================   ================

</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 March 31, 2002 and December 31, 2001 and
     the  Company's  condensed  results  of  operations  and cash  flows for the
     three-month periods ended March 31, 2002 and 2001. 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  2001  Form 10K filed on March  28,  2002.  The
     December  31, 2001 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  three-month  period ended March 31, 2002
     should not be regarded as necessarily indicative of the results that may be
     expected for the entire year.


2.   The  Company  incurred  net losses of  $5,455,403  and  $5,722,211  for the
     quarter   ended  March  31,  2002  and  year  ended   December   31,  2001,
     respectively,  and had an  accumulated  deficit of $29,449,221 at March 31,
     2002.  Management also  anticipates a loss for the year ending December 31,
     2002.  Because of these recurring losses the Company continues to not be in
     compliance  with certain  financial debt  covenants  under its $120 million
     principal  amount of bank debt (the "Bank  Credit  Agreement").  Management
     believes that the Company will be able to  successfully  manage through the
     debt covenant  situation,  although the Company's  lenders could accelerate
     the debt at any time  during  the  period.  As a  result,  some  debts  not
     currently  due  have  been  classified  as  current.  These  matters  raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.  The  accompanying  financial  statements  have been prepared on a
     going concern basis that  contemplates  the  realization  of assets and the
     satisfaction of liabilities in the normal course of business.

     At March 31, 2002, the Company had the ability to access approximately $7.0
     million  of  additional  capital  equipment  financing  through  the use of
     certain  leasing  options.  The Company also had  positive  cash flows from
     operations  during the past three calendar  years.  At March 31, 2002 there
     was no unused  borrowing  capacity  available  under the  Revolving  Credit
     Facility,  as  a  result  of  the  Company's  non-compliance  with  several
     financial  covenants  under the Bank  Credit  Agreement.  Based on  current
     market  conditions,  management  anticipates  being able to meet  liquidity
     requirements for 2002; however, there exists a range of reasonably possible
     outcomes,  which could  significantly  impact their  ability to achieve the
     aforementioned.


3.   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.  The  management  fees payable to  Brant-Allen  are calculated
     pursuant to the  Management  Services  Agreement  and  constitute 1% of the
     Company's net sales, of which 100% is payable in cash.

     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.  Distributions  of $0 and  $578,152  were  paid to  Brant-Allen
     during the three  months  ended  March 31,  2002 and 2001,  to pay such tax
     liabilities.


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


5.   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:

                                     March 31, 2002       December 31, 2001
                                     ---------------      -----------------

          Raw materials              $    1,585,538       $      2,153,044
          Stores                          7,778,526              7,686,207
          Finished goods                  3,419,553              2,826,268
                                     ---------------      -----------------
                                     $   12,783,617       $     12,665,519
                                     ===============      =================



                                        4
<PAGE>

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


6.   Long-term debt consisted of:

                                              March 31, 2002   December 31, 2001
                                             ----------------  -----------------

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

     Term Loan Facility                           17,444,121         17,444,121

     Revolving Credit Facility                    20,000,000         15,000,000
                                             ----------------  -----------------
                                                 137,444,121        132,444,121
     Less current portion                         37,444,121         32,444,121
                                             ----------------  -----------------
                  Total long-term debt       $   100,000,000   $    100,000,000
                                             ================  =================



7.   The Company charged Bear Island Timberlands Company, L.L.C. ("Timberlands")
     an  affiliate  and wholly  owned  subsidiary  of  Brant-Allen,  for certain
     administrative and other expenses. These charges approximated $0 and $8,000
     during the three months ended March 31, 2002 and 2001, respectively.


     The  Company's  receivables  and  payables  with their  affiliates  were as
     follows:


                                              March 31, 2002   December 31, 2001
                                             ----------------  -----------------

     Due to Brant-Allen                      $      (702,720)  $      (508,773)
     Due from Newsprint Sales                        347,909           530,039
     Due from F.F. Soucy, Inc. and Partners           36,705            18,787
     Due from F.F. Soucy, Inc.                        63,163             7,604
     Due to Timberlands                             (361,406)         (361,406)


                                        5


<PAGE>
ITEM 2.

                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, 2001.

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  impact 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 generally  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 MARCH 31, 2002, COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Net sales  decreased by $4.4  million,  or 15.0%,  to $24.9 million in the first
quarter of 2002,  from $29.3 million in the first quarter of 2001. This decrease
was  attributable  to a 24.0%  decrease in the average net selling  price of the
Company's  products and was offset in part by a 11.8%  increase in sales volumes
to  approximately  55,830  metric tons  ("tonnes") in the first quarter of 2002,
from approximately 49,950 tonnes in the first quarter of 2001. The Company's net
selling  price for  newsprint  decreased  to an average of $446 per tonne in the
first  quarter of 2002 from an average of $587 per tonne in the first quarter of
2001.

Cost of sales increased by $1.3 million,  or 5.1%, to $26.9 million in the first
quarter of 2002 from $25.6 million in the first  quarter of 2001.  This increase
was  attributable  primarily to the 11.8% increase in sales volumes as mentioned
above  offset by a 5.2%  decrease  in unit  manufacturing  cost per  tonne.  The
decrease in unit  manufacturing cost per tonne was a result of an 18.9% decrease
in fiber costs  primarily  due to decreased  prices for ONP and decreased use of
Kraft Pulp offset in part by a 19.2% increase in electrical costs. Cost of sales
as a percentage  of net sales  increased to 108.0% in the first quarter of 2002,
from  87.4% in the first  quarter  of 2001 due to a net  decrease  in  newsprint
selling  prices in the first  quarter of 2002 and offset by the decrease in unit
costs of manufacturing as noted above.

The Company's selling,  general and administrative expenses remained constant at
$0.3 million in the first quarter of 2002 and in the first quarter of 2001.

As a result of the above  factors,  income  from  operations  decreased  by $5.7
million to a loss of $2.3 million in the first  quarter of 2002 from a profit of
$3.4 million in the first quarter of 2001.

The Company's interest expense decreased $0.3 million,  or 8.8%, to $3.1 million
in the first  quarter of 2002  compared to $3.4 million in the first  quarter of
2001.  The  decrease in interest  expense was  primarily  due to the decrease in
interest  rates and a  reduction  in the  Company's  $70 million  8-year  senior
secured  term loan  facility  (the  "Term Loan  Facility")  offset in part by an
increase in the outstanding $50 million 6-year senior secured reducing revolving
credit facility (the "Revolving Credit Facility").

As a result  of the  above  factors,  the  Company  reported  a net loss of $5.4
million  in the first  quarter  of 2002  compared  to net loss of $10,000 in the
first quarter of 2001.

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.



                                        6

<PAGE>

The  Company's  cash and  short-term  investments  at March  31,  2002 were $1.1
million,  representing an increase of $0.2 million from $0.9 million at December
31, 2001.  Net cash used by operating  activities was $4.2 million for the first
quarter of 2002  compared  to cash  provided  by  operating  activities  of $4.3
million in the first quarter of 2001.  Cash provided in financing  activities in
the first  quarter of 2002 was $5.0  million  compared to $2.1  million  used in
financing  activities  in the first  quarter of 2001 and cash used in  investing
activities  in the  first  quarter  of 2002 was $0.6  million  compared  to $1.4
million for the first quarter of 2001. In total,  $0.6 million was used to cover
capital expenditures.

In the first  quarter 2002,  the Company's  cash (used in) provided by operating
activities decreased by $8.5 million to ($4.2) million used in operations,  from
cash provided by operations of $4.3 million in the first quarter 2001, primarily
due to lower selling prices offset in part by lower costs of sales  resulting in
a net loss in the first  quarter of 2002 of $5.4 million  compared to a net loss
of $10,000 in the first quarter of 2001.

The Company  made capital  expenditures  of $0.6 million and $1.4 million in the
first quarter of 2002 and the first quarter of 2001, respectively, in connection
with  upgrading  and  maintaining   its   manufacturing   facility.   Management
anticipates  that the Company's  total capital  expenditures  for the balance of
2002 and 2003 will primarily relate to existing capital projects in progress and
maintenance of its newsprint facilities.

At March 31, 2002, the Company had approximately $137.4 million of indebtedness,
consisting of borrowings of $20.0 million under the Revolving  Credit  Facility,
$17.4 million  under the Term Loan  Facility,  $100 million under the Notes.  At
March 31,  2002  there  was no unused  borrowing  capacity  available  under the
Revolving  Credit  Facility,  as a result of the Company's  non-compliance  with
several financial covenants under the Bank Credit Agreement, see footnote 2.




                                        7


<PAGE>

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


          (a)  No exhibits

          (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)





                                        9