<PAGE>

                       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 September 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.

                                       1
<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

                                       1
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM I.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                      September 30,       December 31,
                                               ASSETS                                    2000                1999
                                                                                    ----------------   -----------------
                                                                                      (Unaudited)
<S>                                                                                 <C>                <C>
 Current assets:
     Cash and short-term investments                                                $     1,716,760    $        981,199
     Accounts receivable, net                                                            12,345,441          12,360,817
     Inventories                                                                         12,528,596          12,975,282
     Other current assets                                                                   588,104             379,435
                                                                                    ----------------   -----------------

             Total current assets                                                        27,178,901          26,696,733

 Property, plant and equipment                                                          204,289,566         202,487,949
 Less accumulated depreciation                                                           29,758,023          21,428,569
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          174,531,543         181,059,380
                                                                                    ----------------   -----------------

 Deferred financing costs, net                                                            6,327,656           6,830,894
                                                                                    ----------------   -----------------

               Total assets                                                         $   208,038,100    $    214,587,007
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                      827,954             830,566
     Accounts payable and accrued liabilities                                             8,428,425           9,372,565
     Accrued interest payable                                                             3,595,560           1,044,362
                                                                                    ----------------   -----------------

               Total current liabilities                                                 12,851,939          11,247,493

 Long-term debt                                                                         133,808,276         137,460,524
                                                                                    ----------------   -----------------

               Total liabilities                                                        146,660,215         148,708,017
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 79,581,074          77,553,705
     Retained earnings (accumulated deficit)                                            (18,203,189)        (11,674,715)
                                                                                    ----------------   -----------------

             Total member's equity                                                       61,377,885          65,878,990
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   208,038,100    $    214,587,007
                                                                                    ================   =================

</TABLE>

 See accompanying notes to the condensed financial statements.



                                        1
<PAGE>

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

<TABLE>
<CAPTION>
                                                  Three months ended September 30,     Nine months ended September 30,
                                                -----------------------------------  -----------------------------------
                                                       2000               1999              2000               1999
<S>                                             <C>                <C>               <C>                <C>
 Net sales                                      $   28,259,755     $    26,009,215   $    82,267,893    $    78,461,104
 Cost of sales                                      23,157,209          24,536,072        73,358,028         70,541,018
                                                ---------------    ----------------  ----------------   ----------------

             Gross profit                            5,102,546           1,473,143         8,909,865          7,920,086

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                   (282,598)           (780,276)       (1,350,048)        (2,353,833)
     Other                                             (16,845)            (28,523)          (91,616)          (303,328)
                                                ---------------    ----------------  ----------------   ----------------

             Income from operations                  4,803,103             664,344         7,468,201          5,262,925

 Other income (deductions):
     Interest expense                               (3,594,957)         (4,501,105)      (10,671,742)       (13,532,428)
     Other income (expense)                            115,547              20,204           189,112            397,197
                                                ---------------    ----------------  ----------------   ----------------

               Net income (loss)                $    1,323,693     $    (3,816,557)  $    (3,014,429)   $    (7,872,306)
                                                ===============    ================  ================   ================
</TABLE>

 See accompanying notes to the condensed financial statements.



                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                                  Nine months ended September 30,
                                                -----------------------------------
                                                        2000               1999
<S>                                             <C>                <C>
 Operating activities:
     Net income (loss)                          $    (3,014,429)   $    (7,872,306)
     Adjustments to reconcile net (loss)
           to net cash provided by
           operating activities:
       Depreciation and depletion                     8,329,454          8,015,311
       Amortization of deferred financing
         costs                                          503,238            627,977
       Loss/(Gain) on disposal/write-down of
         property, plant and equipment                  160,400           (261,706)
     Changes in current assets and liabilities:
       Accounts receivable                               15,376          1,338,691
       Inventory                                        446,686          1,226,859
       Other current assets                            (208,669)          (121,839)
       Accounts payable and accrued
         liabilities                                   (416,771)           642,958
       Accrued interest payable                       2,551,198          2,434,220
                                                ----------------   ----------------

             Cash provided by operating
                   activities                         8,366,483          6,030,165
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                 (1,962,017)        (2,178,944)
     Proceeds from disposal of property, plant
           and equipment                                 --                596,706
                                                ----------------   ----------------

             Net cash used in investing
                   activities                        (1,962,017)        (1,582,238)
                                                ----------------   ----------------

 Financing activities:
     Proceeds from issuance of long-term
           debt                                       4,000,000          5,000,000
     Principal payments on long-term debt            (7,654,860)       (17,765,658)
     Tax distribution to parent                      (3,514,045)        (3,564,902)
     Contributions to capital from parent             1,500,000         11,200,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (5,668,905)        (5,130,560)
                                                ----------------   ----------------

             Net increase (decrease) in cash            735,561           (682,633)

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

               Cash and short-term
                     investments, end of
                     period                     $     1,716,760    $     1,448,154
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $       527,369    $     1,569,224
                                                ================   ================
</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 September 30, 2000 and December 31, 1999
     and the  Company's  condensed  results  of  operations  for the  three- and
     nine-month  periods  ended  September  30,  2000  and  1999  as well as the
     Company's  condensed cash flows for the nine-month  periods ended September
     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  nine-month  period ended  September 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 nine months ended  September 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 nine-month period ended September 30, 1999 was $1,569,224. 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 September 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 $565,000 and $1,118,000 during the quarter
     and the nine-months ended September 30, 2000, respectively.

     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 nine-months ended September 30, 2000 $3,514,045 was
     paid to Brant-Allen to pay such tax liabilities.  In the nine-months  ended
     September  30,  1999  $3,564,902  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:

                                   September 30, 2000     December 31, 1999
                                   ------------------     -----------------

          Raw materials              $    2,139,977       $      2,375,910
          Stores                          7,974,386              8,083,267
          Finished goods                  2,414,233              2,516,105
                                     ---------------      -----------------
                                     $   12,528,596       $     12,975,282
                                     ===============      =================


5.       Long-term debt consisted of:

                                          September 30, 2000   December 31, 1999
                                          ------------------   -----------------

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

         Term Loan Facility                       18,508,276         19,033,276

         Revolving Credit Facility                16,000,000         19,000,000

         Long-term purchase obligations              127,954            257,814
                                             ----------------  -----------------
                                                 134,636,230        138,291,090
         Less current portion                        827,954            830,566
                                             ----------------  -----------------
                      Total long-term debt   $   133,808,276   $    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
     nine months ended  September 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 $125,000 and $980,000 during the nine
     months ended September 30, 2000 and 1999, respectively.

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

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

          <S>                                                      <C>               <C>
          Due from Brant-Allen                                     $        24,837   $        91,309
          Due from Newsprint Sales                                         537,177           339,545
          Due from Dow Jones & Company, Inc.                             2,833,196         2,172,968
          Due from F.F. Soucy, Inc. and Partners                            65,589            10,964
          Due from F.F. Soucy, Inc.                                         26,496             2,497
          Due to Timberlands                                               261,301            11,791
</TABLE>

<TABLE>
<CAPTION>
                                                    Three Months Ended September 30,   Nine Months ended September 30,
                                                          2000              1999              2000             1999
                                                   ----------------------------------  -------------------------------
          <S>                                      <C>               <C>               <C>              <C>
          Net sales to Dow Jones & Company, Inc.   $    6,524,047    $    5,038,687    $    17,412,824  $   15,989,005
</TABLE>

     Sales to Dow Jones & Company, Inc. represented approximately 23% and 21% of
     total sales during the three- and nine- month periods  ended  September 30,
     2000 and 19% and 20%  during  the  three-  and nine-  month  periods  ended
     September  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. 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 SEPTEMBER 30, 2000,  COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999

Net sales  increased by $2.3  million,  or 8.8%,  to $28.3  million in the third
quarter of 2000,  from $26.0 million in the third quarter of 1999. This increase
was  attributable  to a 19.9%  increase in the average net selling  price of the
Company's products and was offset in part by a 9.2% decrease in sales volumes to
approximately  54,000 metric tons  ("tonnes") in the third quarter of 2000, from
approximately  59,500  tonnes in the third  quarter of 1999.  The  Company's net
selling  price for  newsprint  increased  to an average of $524 per tonne in the
third  quarter of 2000 from an average of $437 per tonne in the third quarter of
1999.

Cost of sales decreased by $1.3 million,  or 5.3%, to $23.2 million in the third
quarter of 2000 from $24.5 million in the third  quarter of 1999.  This decrease
was  attributable  primarily  to a 9.2%  decrease in sales  volumes as mentioned
above and offset in part by a 4.4% increase in unit manufacturing costs per ton.
The increase in unit manufacturing cost per tonne was a result of an overall net
cost increase in the manufacturing  process and an increase in major maintenance
expenditures  of $0.4 million during the third quarter of 2000. Cost of sales as
a percentage of net sales  decreased to 82.0% in the third quarter of 2000, from
94.2% in the third quarter of 1999,  due to a net increase in newsprint  selling
prices in the third quarter of 2000 and partially 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 third  quarter  of 2000 from $0.8
million in the third 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 $4.1
million to $4.8  million in the third  quarter of 2000 from $0.7  million in the
third quarter of 1999.

The Company's interest expense decreased $0.9 million, or 20.0%, to $3.6 million
in the third  quarter of 2000  compared to $4.5 million in the third  quarter of
1999, due to scheduled  amortization of the Company's outstanding  indebtedness,
accelerated  repayments on the  Company's  Term Loan Facility as a result of the
liquidation  of  timberlands  and lower  outstanding  balances on the  Company's
Revolving Credit Facility.

As a result  of the above  factors,  the  Company  reported  net  income of $1.3
million in the third  quarter of 2000  compared to a net loss of $3.8 million in
the third quarter of 1999.



NINE MONTHS ENDED  SEPTEMBER 30, 2000,  COMPARED TO NINE MONTHS ENDED  SEPTEMBER
30, 1999

Net sales increased by $3.8 million, or 4.8%, to $82.3 million in the first nine
months of 2000,  from  $78.5  million  in the first  nine  months of 1999.  This
increase was attributable to a 6.0% increase in the average net selling price of
the  Company's  products,  offset  by  a  0.7%  decrease  in  sales  volumes  to
approximately   166,000   tonnes  in  the  first  nine  months  of  2000,   from
approximately 167,100 tonnes in the first nine months of 1999. The Company's net
selling  price for  newsprint  increased  to an average of $496 per tonne in the
first  nine  months of 2000 from an  average of $468 per tonne in the first nine
months of 1999.

Cost of sales increased by $2.9 million,  or 4.1%, to $73.4 million in the first
nine months of 2000 from $70.5  million in the first nine  months of 1999.  This
increase was  attributable  primarily to a 4.7%  increase in unit  manufacturing
costs per tonne, offset in part by the 0.6% decrease in sales volumes, mentioned
above. The increase in unit  manufacturing cost per tonne was a result of a 7.2%
increase in fiber costs  primarily  due to  increased  prices for old  newspaper
("ONP") and an increase in major maintenance expenditures of $0.4 million during
the third quarter of 2000.  Cost of sales as a percentage of net sales decreased
to 89.2% in the first nine  months of 2000,  from 89.8% in the first nine months
of 1999,  due to the net increase in newsprint  selling prices in the first nine
months  of  2000  and  partially  offset  by  the  increase  in  unit  costs  of
manufacturing as noted above.



                                        6
<PAGE>

The Company's  selling,  general and  administrative  expenses decreased by $1.3
million,  or 48.2%,  to $1.4  million in the first nine months of 2000 from $2.7
million in the first nine 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 September 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  increased  by $2.2
million to $7.5  million in the first nine  months of 2000 from $5.3  million in
the first nine months of 1999.

The  Company's  interest  expense  decreased  $2.8 million,  or 20.7%,  to $10.7
million in the first nine months of 2000  compared to $13.5 million in the first
nine months of 1999, due to scheduled  amortization of the Company's outstanding
indebtedness,  accelerated  repayments on the Company's  Term Loan Facility as a
result of the liquidation of timberlands and lower  outstanding  balances on the
Company's Revolving Credit Facility.

As a result  of the  above  factors,  the  Company  reported  a net loss of $3.0
million in the first nine months of 2000 compared to net loss of $7.9 million in
the first nine 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 nine months of
2000.

The Company's  cash and  short-term  investments at September 30, 2000 were $1.7
million,  representing an increase of $0.7 million from $1.0 million at December
31, 1999.  Net cash  provided by operating  activities  was $8.4 million for the
first nine months ended September 30, 2000.

Cash used in  financing  activities  was $5.7 million and cash used in investing
activities  was $2.0 million for the nine months ended  September  30, 2000.  In
total, $9.2 million was used to cover capital  expenditures of $2.0 million, tax
distributions  of $3.5 million and a net reduction in long-term  debt  including
purchase obligations of $3.7 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 nine months of 2000,  the  Company's  cash  provided  by  operating
activities  increased  by 40.0% to $8.4  million  from $6.0 million in the first
nine months of 1999,  primarily  due to increased  selling  prices and partially
offset by higher  costs of sales  resulting  in a net loss in first nine  months
2000 of $3.0  million  compared  to net loss of $7.9  million  in the first nine
months of 1999.

The Company  made capital  expenditures  of $2.0 million and $2.2 million in the
first nine  months of 2000 and the first nine 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.

At September 30, 2000, the Company had approximately $133.8 million of long-term
indebtedness,  consisting  of  borrowings  of $16.0  million under the Revolving
Credit Facility,  $18.5 million under the Term Loan Facility, $100 million under
the Notes and approximately $0.1 million in long term purchase  obligations.  In
addition,  $9.0 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)




                                        9