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, 1998

                                       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
<TABLE>


                                                                         Page(s)
 Part I.  Financial Information
<S><C>


     Item 1

       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                     8

       Condition and Results of Operations

 Part II. Other Information

     Item 6   Exhibits and Reports on Form 8-K

       Exhibit 27, Financial Data Schedule                                  11

 Signatures                                                                 12

</TABLE>




<PAGE>


<TABLE>

PART I.  FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                        BEAR ISLAND PAPER COMPANY, L.L.C.
                            CONDENSED BALANCE SHEETS

<S> <C>
                                                                                       March 31,         December 31,
                                               ASSETS                                    1998                1997
                                                                                    ----------------   -----------------
                                                                                      (Unaudited)
 Current assets:
     Cash and short-term investments                                                $     3,727,103    $      1,353,049
     Accounts receivable                                                                 13,961,416          14,133,335
     Inventories                                                                         13,230,106          14,213,313
     Other current assets                                                                   149,607             147,911
                                                                                    ----------------   -----------------

             Total current assets                                                        31,068,232          29,847,608

 Property, plant and equipment                                                          196,095,885         195,084,008
 Less accumulated depreciation                                                            3,321,018             822,264
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          192,774,867         194,261,744
                                                                                    ----------------   -----------------

 Deferred financing costs                                                                 8,277,512           8,375,199
                                                                                    ----------------   -----------------

               Total assets                                                         $   232,120,611    $    232,484,551
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                    1,085,304             880,304
     Accounts payable and accrued liabilities                                             8,592,199           9,446,785
     Accrued interest payable                                                             3,888,648           1,344,915
                                                                                    ----------------   -----------------

               Total current liabilities                                                 13,566,151          11,672,004

 Long-term debt                                                                         191,625,000         195,555,000
                                                                                    ----------------   -----------------

               Total liabilities                                                        205,191,151         207,227,004
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 25,469,737          25,469,737
     Retained earnings (accumulated deficit)                                              1,459,723            (212,190)
                                                                                    ----------------   -----------------

             Total member's equity                                                       26,929,460          25,257,547
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   232,120,611    $    232,484,551
                                                                                    ================   =================
 See accompanying notes to the condensed financial statements.

</TABLE>


                                                            1

<PAGE>


                        BEAR ISLAND PAPER COMPANY, L.L.C.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
[CAPTION]

<TABLE>
<S><C>

                                                                                        Company          Predecessor
                                                                                    ----------------   -----------------
                                                                                       Three months ended March 31,
                                                                                    ------------------------------------
                                                                                         1998                1997
 Net sales                                                                          $    30,380,468    $     27,059,699
 Cost of sales                                                                          (22,675,137)        (25,473,898)
                                                                                    ----------------   -----------------

             Gross profit                                                                 7,705,331           1,585,801

 Selling, general and administrative expenses:
     Management fees to affiliate                                                          (911,414)           (811,791)
     Other                                                                                 (276,067)           (176,654)
                                                                                    ----------------   -----------------

             Income from operations                                                       6,517,850             597,356

 Other income (deductions):
     Interest expense                                                                    (4,881,360)         (1,259,811)
     Other income (expense)                                                                  35,423             174,503
                                                                                    ----------------   -----------------

               Net income (loss)                                                    $     1,671,913    $       (487,952)
                                                                                    ================   =================
 See accompanying notes to the condensed financial statements.

</TABLE>



                                                            2
<PAGE>


                        BEAR ISLAND PAPER COMPANY, L.L.C.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
[CAPTION]

<TABLE>

                                                                                        Company          Predecessor
                                                                                    ----------------   -----------------
                                                                                       Three months ended March 31,
                                                                                    ------------------------------------
                                                                                         1998                1997
<S><C>

 Operating activities:
     Net income (loss)                                                              $     1,671,913    $       (487,952)
     Adjustments to reconcile net income (loss) to net cash provided by
           operating activities:

       Depreciation and depletion                                                         2,498,754           2,268,968
       Amortization of deferred financing costs                                             238,158              14,811
     Changes in current assets and liabilities:
       Accounts receivable                                                                  171,919           2,401,464
       Inventory                                                                            983,207             417,009
       Other current assets                                                                  (1,696)           (783,411)
       Accounts payable and accrued liabilities                                            (854,586)         (4,528,058)
       Accrued interest payable                                                           2,543,733           1,245,000
                                                                                    ----------------   -----------------

             Cash provided by operating activities                                        7,251,402             547,831
                                                                                    ----------------   -----------------

 Investment activities:
     Purchases of property, plant and equipment                                          (1,011,877)           (759,084)
                                                                                    ----------------   -----------------

             Net cash used in investing activities                                       (1,011,877)           (759,084)
                                                                                    ----------------   -----------------

 Financing activities:
     Proceeds from issuance of long-term debt                                                                   284,838
     Principal payments on long-term debt                                                (3,725,000)         (2,320,316)
     Payment of deferred financing costs                                                   (140,471)
     Distribution to partners                                                                                    34,771
                                                                                    ----------------   -----------------

             Net cash used in financing activities                                       (3,865,471)         (2,000,707)
                                                                                    ----------------   -----------------

             Net increase (decrease) in cash                                              2,374,054          (2,211,960)

 Cash and short-term investments, beginning of period                                     1,353,049          13,625,322
                                                                                    ----------------   -----------------

               Cash and short-term investments, end of period                       $     3,727,103    $     11,413,362
                                                                                    ================   =================
 See accompanying notes to the condensed financial statements.
</TABLE>


                                                            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, 1998 and  December
       31, 1997 and the Company's  condensed  results of operations  and cash
       flows for the three month  period  ended March 31, 1998 as well as the
       condensed  results of operations and cash flows of the predecessor,  Bear
       Island Paper Company, L.P.  (the  "Predecessor"),  for the three month
       period  ended March 31, 1997.  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 Form 10K filed on April 30, 1998.  The December
       31, 1997 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, 1998
       should not be regarded as necessarily  indicative of the results that may
       be expected for the entire year.



 2.    Effective December 1, 1997, the Company completed the purchase of the 70%
       partnership interest (the "Acquisition") in the Predecessor (the Company
       and Predecessor are collectively referred to as the "Companies")
       previously owned by subsidiaries of Dow Jones & Company ("Dow Jones"),
       Inc. and The Washington Post Company (the "Washington Post"). Immediately
       before the Acquisition and certain related  financings which were used to
       facilitate the funding of the  Acquisition,  the  Predecessor  was
       converted  into Bear  Island Mergerco,  L.L.C.  ("Mergerco")  and
       Mergerco  was then  merged into the Company with the Company  being the
       surviving  entity.  The Company is a wholly owned subsidiary of
       Brant-Allen Industries, Inc. ("Brant-Allen"), a Delaware corporation.

       The Company  accounted for the Acquisition as a purchase.  The allocation
       of the purchase price resulted in purchase  adjustments  being applied to
       assets and liabilities  acquired.  In this connection,  since Brant-Allen
       was  the  owner  of  30%  interests  in  the  Predecessor  prior  to  the
       Acquisition, purchase adjustments were applied to adjust 70% of the basis
       of the assets and liabilities  acquired to fair value. As a result of the
       Acquisition  and  new  basis  of  accounting,   the  Company's  financial
       statements for the period subsequent to the Acquisition are not
       comparable to the  Predecessor's  financial  statements for the periods
       prior to the Acquisition.

       On January 30,  1998,  the  Company  completed  its initial  registration
       process which became effective pursuant to Section 8(A) of the Securities
       Act of 1933.  Concurrent with becoming effective,  the Company is subject
       to the information  requirements of the Securities  Exchange Act of 1934,
       as amended,  and required to file reports and other  information with the
       United States Securities and Exchange Commission.

                                       4
<PAGE>

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

 3.    No  provision  for income taxes is required in the  financial  statements
       since each member or partner (prior to the Acquisition) is  individually
       liable for any income tax that may be payable on its share of the
       Companies' 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:
<TABLE>
<CAPTION>
<S> <C>
                                                      March 31,        December 31,
                                                    ---------------   ----------------
                                                         1998              1997
          Raw materials                             $    3,067,683    $     4,085,044
          Stores                                         8,893,016          9,105,893
          Finished goods                                 1,269,407          1,022,376
                                                    ---------------   ----------------

                                                    $   13,230,106    $    14,213,313
                                                    ===============   ================


 5. Long-term debt consisted of:

                                                      March 31,        December 31,
                                                   ----------------  -----------------
                                                        1998               1997
          Senior Secured Notes                     $   100,000,000   $    100,000,000

          Term Loan Facility                            69,825,000         70,000,000

          Revolving Credit Facility                     22,500,000         26,000,000

          Long-term purchase obligations                   385,304            435,304
                                                   ----------------  -----------------

                                                       192,710,304        196,435,304
          Less current portion                           1,085,304            880,304
                                                   ----------------  -----------------

                       Total long-term debt        $   191,625,000   $    195,555,000
                                                   ================  =================
</TABLE>



                                       5
<PAGE>



 6.    A component of selling, general and administrative expenses as shown on
       the statements of operations includes aggregate management fees charged
       by Brant-Allen. There are restrictions on payment of the management fee.

       The Predecessor was a party to a wood supply contract with Bear Island
       Timberlands Company, L.P. ("Timberlands"), an affiliate, whereby
       Timberlands had guaranteed to supply all of the Predecessor's log and
       pulp chip requirements at prices negotiated annually. Concurrent with the
       Acquisition, the Company modified certain terms of the wood supply
       contract with Bear Island Timberlands Company L.L.C ("BITCO"), the
       successor to Timberlands and a wholly owned subsidiary of Brant-Allen.
       Purchases under the wood supply contract approximated $740,000 and
       $3,458,000 for the three months ended March 31, 1998 and 1997,
       respectively.

       The Predecessor recognized costs of approximately $493,000 for recycling
       procurement fees during the three months ended March 31, 1997, which are
       included in cost of sales in the accompanying condensed financial
       statements.

       The Companies charged BITCO and Timberlands for certain administrative
       and other expenses. These charges approximated $160,000 and $333,000
       during the three months ended March 31, 1998 and 1997, respectively.

       The Company's receivables and payables and the Companies' sales to
       partners and affiliates were as follows:


<TABLE>
<CAPTION>
                                                                 March 31,    December 31,
                                                                 --------     -----------
                                                                   1998          1997
<S> <C>
       Due from Brant-Allen                                    $   52,280      $1,193,315
       Due from Dow Jones                                       2,173,704       1,930,538
       Due from BITCO                                                           42,029
       Due to Brant-Allen                                         824,167
       Due to F.F. Soucy, Inc., a wholly owned subsidiary of
           Brant-Allen                                             86,200         109,901

                                                                   Three Months Ended
                                                                        March 31,
                                                                ------------------------
                                                                  1998             1997

       Net sales to Dow Jones                                  $6,098,144      $4,533,692
       Net sales to The Washington Post                             *           7,133,172

</TABLE>
       *After the Acquisition, not considered a related party.

 7.    The  Financial  Accounting  Standards  Board  issued  Statement  No. 131,
       "Disclosures  about Segments of an Enterprise  and Related  Information,"
       ("SFAS No. 131") in June 1997,  which became  effective  for fiscal years
       beginning after December 31, 1997. SFAS No. 131 establishes standards for
       reporting   information  about  operating  segments,   including  related
       disclosures  about  products and services,  geographic  areas,  and major
       customers.  Interim  reporting  disclosures are not required in the first
       year of adoption and are therefore not provided.  At the time of adoption
       of SFAS No. 131, this standard is not expected to have a material  impact
       on the financial position or results of operations of the Company since
       the Company operates as one segment.






                                       7
<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 Bear Island Paper
Company, L.L.C. (the "Company") and its predecessor,  Bear Island Paper Company,
L .P. ( the  "Predecessor")  during the  periods  included  in the  accompanying
condensed  statements  of income  and the  changes  in the  Company's  financial
condition since December 31, 1997.


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 may
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 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
order patterns of customers.

         In December,  1997, the Company  purchased the 70% Limited  Partnership
interests of the  Predecessor  owned equally by  subsidiaries  of The Washington
Post Company, Inc. and Dow Jones & Company,  Inc. ( the "Transaction").  Funding
for the  Transaction  was provided  through the issuance of  $100,000,000 of 10%
Senior Secured Notes due 2007 ( the "Notes") , and  $120,000,000  of bank debt (
the "Bank Credit Facilities")  comprised of a $70,000,000 Term Loan Facility and
a $50,000,000  Revolving Credit Facility.  Following the Transaction, 100% of
the Company  was  owned by  Brant-Allen  Industries,  Inc.  (  "Brant-Allen")  ,
the original general partner of the Predecessor.


THREE MONTHS ENDED MARCH 31, 1998, COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

         Net sales increased by $3.3 million,  or 12.2%, to $30.4 million for
the Company in the first quarter of 1998,  from $27.1  million in the first
quarter of 1997 for the Predecessor.  This increase was  attributable  to a
15.8% increase in the average net selling price of the  Company's  products  and
was  offset in part by a 3%  decrease  in sales volumes  to  approximately
54,600  tons in the  first  quarter  of  1998,  from approximately  56,400  tons
in the first  quarter  of 1997.  The  Company's  net selling price for newsprint
increased to an average of $556 per ton in the first quarter of 1998 from an
average of $480 per ton in the first quarter of 1997.

         Cost of sales as a percentage of net sales decreased to 74.6% in the
first quarter of 1998, from 94.1% in the first quarter of 1997, due to depressed
newspring selling prices in the first quarter of 1997 and reduced unit costs of
manufacturing. Cost of sales  decreased by $2.8  million,  or 11%, to $22.7
million in the first quarter of 1998 from $25.5 million in the first quarter of
1997.  This decrease was  attributable  primarily to a 8.2%  decrease in unit
manufacturing costs  per  ton  and a 3%  decrease  in  sales  volumes. The
decrease in unit manufacturing cost per ton resulted from a decrease in raw
material costs whereby the price of wood was reduced by 26.7% in the three
months ended March 31, 1998 compared to the three months ended March 31, 1997 of
the Predecessor. This change occurred because wood was purchased from an
affiliated company on a market price basis in 1998 compared to a non-arms length
price basis in the first quarter of 1997. This change had the result of reducing
cost of sales 6.6% on a cost per ton basis.


                                       8
<PAGE>


         Selling, general and administrative expenses increased by $0.2 million,
or 20.0%,  to $1.2 million in the first quarter of 1998 from $1.0 million in the
first quarter of 1997.  This increase was primarily  attributable to an increase
in the  management  fee paid by the Company to  Brant-Allen  that  resulted from
higher  net sales and the  additional  administrative  and  regulatory
expenses.

         As a result of the above factors,  income from operations  increased by
$5.9 million to $6.5  million in the first  quarter of 1998 from $0.6 million in
the first quarter of 1997.

         Interest expense increased by $3.6 million to $4.9 million in the first
quarter  of 1998 from $1.3  million  in the first  quarter  of 1997,  due to the
increase in the Company's indebtedness as a result of the Transaction. Of the
$3.6 million, $3.9 million resulted from higher debt outstanding offset by $0.3
million resulting from lower interest rates.

         As a result of the above factors, the Company's net income increased by
$2.2 million to $1.7  million in the first  quarter of 1998 from a loss of $ 0.5
million in the first quarter of 1997.


Liquidity and Capital Resources

         Historically,  the Company's principal liquidity requirements have been
for working capital,  capital expenditures and debt service.  These requirements
have been met  through  cash  flows  from  operations  and/or  loans and  equity
contributions  from either Brant-Allen or the Predecessor's limited partners,
subsidiaries of Dow Jones and The Washington  Post.  Following the Transaction,
the Company's principal liquidity requirements are expected to be principally
for working capital, debt service under the Bank Credit Facilities and the Notes
and the funding of capital expenditures. 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.

         The Company's  cash and  short-term  investments at March 31, 1998 were
$3.7  million,  representing  an increase of $2.4  million  from $1.3 million at
December 31, 1997. Cash flows from operating  activities during the three months
ended March 31, 1998 were used to cover capital  expenditures and reduce
long-term debt by $3.7 million.

         In the first quarter of 1998,  the Company's cash provided by operating
activities increased by over 100 % to $7.2 million from $0.5 million in the
first quarter of 1997 for the Predecessor, primarily due to higher selling
prices and lower costs of sales resulting in higher net income.

         The Company made capital expenditures of $1.0 million and $ 0.8 million
in the first  quarter of 1998 and the first  quarter of 1997 for the
Prececessor,  respectively,  in connection with upgrading its manufacturing
facility. Management anticipates  that the Company's  total capital expenditures
for the balance of 1998 and 1999 will primarily relate to continuing capital and
cost  reduction projects of its newsprint facilities.

         At March 31,  1998,  the Company had  approximately  $192.7  million of
indebtedness,  consisting  of  borrowings  of $22.5  million under the Revolving
Credit Facility,  $69.8 million under the Term Loan Facility, $100 million under
the Notes and approximately $0.4 million in long-term purchase  obligations.  In
addition,  $26.2 million was available in unused  borrowing  capacity  under the
Revolving Credit Facility.

                                       9
<PAGE>

Year 2000 Compliance

         The Company is in the process of modifying,  upgrading or replacing its
computer  software  applications  and  systems  which the Company  expects  will
accommodate the "Year 2000" dating changes necessary to permit correct recording
of year dates for 2000 and later  years.  The  Company  does not expect that the
cost of its Year 2000  compliance  program  will be  material  to its  financial
condition or results of operations. The Company believes that it will be able to
achieve  compliance by the end of 1999,  and does not currently  anticipate  any
material  disruption  in its  operations  as the  result of any  failure  by the
Company to be in compliance. The Company does not currently have any information
concerning the compliance status of its non-affiliated suppliers and customers.



                                      10
<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

                                       11

<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, thereunto 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)

Date:  May 15, 1998


                                       12