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, 1999

                                       OR

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

                       Commission file number: 333-42201

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

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

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

                                     23005
                                   (Zip Code)

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

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

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required  to be filed by  Section  13 or 15 (d) of the  Securities  and
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
                                                     ---   ---

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

<PAGE>

                        BEAR ISLAND PAPER COMPANY, L.L.C.
                                      INDEX


                                                                         Page(s)
 Part I.  Financial Information

     Item 1

       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                      8


 Part II.  Other Information

     Item 3.  Exhibits and Reports on Form 8-K                              10


 Signatures                                                                 11

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

                                                                                      September 30,      December 31,
                                                    ASSETS                                1999                1998
                                                                                    ----------------   -----------------
                                                                                      (Unaudited)
 Current assets:
<S>                                                                                 <C>                <C>
     Cash and short-term investments                                                $     1,448,154    $      2,130,787
     Accounts receivable                                                                 12,330,660          13,669,351
     Inventories                                                                         12,600,965          13,827,824
     Other current assets                                                                   692,073             570,234
                                                                                    ----------------   -----------------

             Total current assets                                                        27,071,852          30,198,196

 Property, plant and equipment                                                          203,436,969         201,618,960
 Less accumulated depreciation                                                           18,831,159          10,841,783
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          184,605,810         190,777,177
                                                                                    ----------------   -----------------

 Deferred financing costs                                                                 7,647,804           8,275,781
                                                                                    ----------------   -----------------

               Total assets                                                         $   219,325,466    $    229,251,154
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                      829,188           1,084,693
     Accounts payable and accrued liabilities                                             9,504,966          10,431,232
     Accrued interest payable                                                             3,741,250           1,307,030
                                                                                    ----------------   -----------------

               Total current liabilities                                                 14,075,404          12,822,955

 Long-term debt                                                                         171,351,317         183,861,470
                                                                                    ----------------   -----------------

               Total liabilities                                                        185,426,721         196,684,425
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 40,899,474          28,130,250
     Retained earnings (accumulated deficit)                                             (7,000,729)          4,436,479
                                                                                    ----------------   -----------------

             Total member's equity                                                       33,898,745          32,566,729
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   219,325,466    $    229,251,154
                                                                                    ================   =================
 See accompanying notes to the condensed financial statements.
</TABLE>


                                                            1

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

<CAPTION>

                                                 Three months ended September 30,      Nine months ended September 30,
                                                       1999                1998              1999               1998
                                                -----------------------------------  -----------------------------------
<S>                                             <C>                <C>               <C>                <C>
 Net sales                                      $   26,009,215     $    31,025,905   $    78,461,104    $    92,530,816
 Cost of sales                                      24,536,072          23,721,041        70,541,018         69,667,290
                                                ---------------    ----------------  ----------------   ----------------

             Gross profit                            1,473,143           7,304,864         7,920,086         22,863,526

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                   (780,276)           (930,777)       (2,353,833)        (2,775,924)
     Other                                             (28,523)            (72,811)         (303,328)          (623,503)
                                                ---------------    ----------------  ----------------   ----------------

             Income from operations                    664,344           6,301,276         5,262,925         19,464,099

 Other income (deductions):
     Interest expense                               (4,501,105)         (4,571,376)      (13,532,428)       (14,285,596)
     Other income                                       20,204              65,863           397,197            157,098
                                                ---------------    ----------------  ----------------   ----------------

               Net income (loss)                $   (3,816,557)    $     1,795,763   $    (7,872,306)   $     5,335,601
                                                ===============    ================  ================   ================

 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)

<CAPTION>

                                                  Nine months ended September 30,
                                                -----------------------------------
                                                      1999               1998
 Operating activities:
<S>                                             <C>                <C>
     Net income (loss)                          $    (7,872,306)   $     5,335,601
     Adjustments to reconcile net income
           to net cash provided by
           operating activities:
       Depreciation and depletion                     8,015,311          7,572,359
       Amortization of deferred financing
         costs                                          627,977            514,474
       Gain on disposal of property, plant
         and equipment                                 (261,706)
     Changes in current assets and liabilities:
       Accounts receivable                            1,338,691            102,825
       Inventory                                      1,226,859            719,235
       Other current assets                            (121,839)          (412,695)
       Accounts payable and accrued
         liabilities                                    642,958          2,556,330
       Accrued interest payable                       2,434,220          2,435,969
                                                ----------------   ----------------

             Cash provided by operating
                   activities                         6,030,165         18,824,098
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                 (2,178,944)        (5,332,889)
     Proceeds from disposal of property, plant
           and equipment                                596,706
                                                ----------------   ----------------

             Net cash used in investing
                   activities                        (1,582,238)        (5,332,889)
                                                ----------------   ----------------

 Financing activities:
     Proceeds from issuance of long-term
           debt                                       5,000,000
     Principal payments on long-term debt           (17,765,658)       (11,706,346)
     Payment of deferred financing costs                                  (525,270)
     Tax distribution to parent                      (3,564,902)
     Contributions to capital from parent            11,200,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (5,130,560)       (12,231,616)
                                                ----------------   ----------------

             Net increase (decrease) in cash           (682,633)         1,259,593

 Cash and short-term investments, beginning
       of period                                      2,130,787          1,353,049
                                                ----------------   ----------------

               Cash and short-term
                     investments, end of
                     period                     $     1,448,154    $     2,612,642
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $     1,569,224    $     2,067,173
                                                ================   ================


 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 September 30, 1999 and December 31, 1998
     and the Company's  condensed  results of operations  for the three and nine
     month  periods  ended  September 30, 1999 and 1998 as well as the Company's
     condensed  cash flows for the nine month periods  ended  September 30, 1999
     and 1998.  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  Annual
     Report on Form 10K filed on March 31,  1999.  The December 31, 1998 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,
     1999 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.  There are  restrictions  on  payment of the  management  fee.
     During the nine months ended  September  30, 1999 the Board of Directors of
     Brant-Allen  contributed  the unpaid accrued  portion of the management fee
     totaling $1,569,224 through September 30, 1999 to the Company's contributed
     capital.  The  corresponding  management fee for the period ended September
     30, 1998 was  $2,067,173.  This portion of the management fee is 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 has been
     reflected  as an  addition  to  contributed  capital  in  the  accompanying
     condensed  balance  sheet at September 30, 1999.  Brant-Allen's  board also
     agreed that until further action is taken by the board, future accrued fees
     (which are not payable in cash because of the Notes' restrictive covenants)
     should be contributed to the Company's contributed capital.

     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, 1999 $3,564,902 was
     paid to Brant-Allen to pay such tax  liabilities.  No similar  amounts were
     paid in 1998.





                                       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
     the member 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, 1999   December 31, 1998
                                     ------------------   -----------------

          Raw materials              $       1,807,918    $      3,908,772
          Stores                             8,495,141           8,759,809
          Finished goods                     2,297,906           1,159,243
                                     -----------------    -----------------
                                     $      12,600,965    $     13,827,824
                                     =================    =================


5. Long-term debt consisted of:
<TABLE>
<CAPTION>
                                                 September 30, 1999   December 31, 1998
                                                 ------------------   -----------------

          <S>                                    <C>                  <C>
          Senior Secured Notes                   $      100,000,000   $    100,000,000

          Term Loan Facility                             63,208,276         69,300,000

          Revolving Credit Facility                       8,683,040         15,000,000

          Long-term purchase obligations                    289,189            646,163
                                                 ------------------   ----------------
                                                        172,180,505        184,946,163
          Less current portion                              829,188          1,084,693
                                                 ------------------   ----------------
                       Total long-term debt      $      171,351,317   $    183,861,470
                                                 ==================   ================
</TABLE>


                                       5
<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 a
     portion of the Company's log and pulp chip  requirements  at market prices.
     Purchases  under the wood supply contract  approximated  $2,137,000 for the
     nine  months  ended  September  30,  1998.  During  the nine  months  ended
     September  30,  1999 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. Management anticipates liquidating  substantially
     all Company and Timberlands owned timberlands and future fiber requirements
     will be supplied by independent parties.

     The  Company  charged  Timberlands  for  certain  administrative  and other
     expenses. These charges approximated $ 980,000 and $560,000 during the nine
     months ended September 30, 1999 and 1998, respectively.

     The  Company's  receivables  and  payables  and the  Company's  sales to an
     affiliate were as follows:
<TABLE>
<CAPTION>
                                                   September 30, 1999   December 31, 1998
                                                   ------------------   -----------------

         <S>                                      <C>                  <C>
          Due from Brant-Allen                     $           36,316   $          53,138
          Due from Newsprint Sales                            177,558           1,205,553
          Due from Dow Jones & Company, Inc.                2,157,304           2,369,136
          Due from Timberlands                                                     80,586
          Due to Timberlands                                  200,237
          Due from F.F. Soucy, Inc. and Partners               32,868              52,181
          Due to F.F. Soucy, Inc.                               8,876              78,192
<CAPTION>
                                                    Three Months Ended September 30,   Nine Months ended September 30,
                                                          1999              1998              1999             1998
                                                   ----------------------------------  -------------------------------
          Net sales to Dow Jones & Company, Inc.   $    5,038,687    $    6,804,271    $    15,989,005  $   19,992,012
</TABLE>

     Sales to Dow Jones & Company, Inc. represented approximately 19% and 20% of
     total sales during the three and nine month  periods  ended  September  30,
     1999  respectively  and 22% during each of the three and nine month periods
     ended September 30, 1998,  respectively.  The remaining sales were to other
     unaffiliated  printing and publishing  enterprises located primarily in the
     eastern United States.




                                       6
<PAGE>

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

7.   Statement  of  Financial  Accounting  Standards  No. 133 ("SFAS No.  133"),
     "Accounting for Derivative  Instruments and Hedging Activities," was issued
     by the Financial Accounting Standards Board ("FASB") in June 1998, which is
     effective for all fiscal  quarters of all fiscal years beginning after June
     15, 1999. In June 1999, SFAS No. 137 "Accounting for Derivative Instruments
     and Hedging Activities-Deferral of the Effective Date of FASB Statement No.
     133", was issued by the FASB,  postponing SFAS No. 133's effective date one
     year to June 15, 2000.  SFAS No. 133  establishes  accounting and reporting
     standards  for  derivative   instruments,   including  certain   derivative
     instruments embedded in other contracts, and for hedging activities. At the
     time of adoption of SFAS No. 133,  this  standard is not expected to have a
     material  impact on the financial  position or results of operations of the
     Company.

8.   In May 1999 the Company and Timberlands sold approximately  83,000 acres of
     timberland. As required under the debt agreements, proceeds from this sale,
     net of tax  distributions,  were used to  retire  all debt  outstanding  on
     Timberlands  as well as all debt incurred by Brant-Allen in its purchase of
     Timberlands.  Brant-Allen  made a capital  contribution to the Company with
     the  remainder of the proceeds,  $7.5  million,  which was used to retire a
     portion of the debt  outstanding  under the  Company's  $70 million  8-year
     senior secured term loan facility  ("Term Loan Facility") and the Company's
     $50 million 6-year senior secured  revolving  credit  facility  ("Revolving
     Credit  Facility").  The Company and Timberlands  have entered into a joint
     sales  agreement to sell  approximately  46,000 acres of  timberland to two
     independent  investors.  This  transaction  is expected to close during the
     fourth quarter of 1999 or early 2000. The net proceeds, after distributions
     for  income  taxes,  will be used to  retire  debt  outstanding  under  the
     Company's Term Loan Facility and the Company's  Revolving  Credit Facility.
     In July and September 1999,  Brant-Allen made capital  contributions to the
     Company of $2.0 million and $1.7 million, respectively,  which were used to
     retire a portion  of the debt  outstanding  under the  Company's  Term Loan
     Facility and Revolving Credit Facility.


                                       7
<PAGE>

                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, 1998.

Some of the  information  contained in this report  constitutes  forward-looking
comments  within the  meaning of the  Private  will not differ  materially  from
expectations.   Factors  that  could  cause   actual   results  to  differ  from
expectations  are  Securities  Litigation  Act of 1995.  Although the  Company's
management believes its expectations are based on reasonable  assumptions within
the bounds of its  knowledge  of its business  and  operations,  no assurance is
offered that actual  results  included in the Company's  latest Annual Report on
Form 10-K.

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, 1999, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

Net sales  decreased by $5.0  million,  or 16.1%,  to $26.0 million in the third
quarter of 1999,  from $31.0 million in the third quarter of 1998. This decrease
was  attributable  to a 20.8%  decrease in the average net selling  price of the
Company's products and was offset in part by a 5.7% increase in sales volumes to
approximately  59,450 metric tons  ("tonnes") in the third quarter of 1999, from
approximately  56,250  tonnes in the third  quarter of 1998.  The  Company's net
selling  price for  newsprint  decreased  to an average of $437 per tonne in the
third  quarter of 1999 from an average of $552 per tonne in the third quarter of
1998.  The decrease in average net selling price per tonne was primarily  caused
by the continued  competitive  conditions in the industry  resulting from excess
capacity.

Cost of sales increased by $0.8 million,  or 3.4%, to $24.5 million in the third
quarter of 1999 from $23.7 million in the third  quarter of 1998.  This increase
was attributable primarily to a 5.7% increase in sales volumes and was offset in
part by a 2.1% decrease in unit  manufacturing  costs per tonne due the increase
in  volumes  as  discussed  above.  Cost of sales as a  percentage  of net sales
increased to 94.2% in the third quarter of 1999, from 76.4% in the third quarter
of 1998, due to depressed newsprint selling prices in the third quarter of 1999.

Selling,  general and  administrative  expenses  decreased by $0.2  million,  or
20.0%,  to $0.8  million in the third  quarter of 1999 from $1.0  million in the
third quarter of 1998. This decrease was primarily attributable to a decrease in
management fee to Brant-Allen that resulted from lower net sales and a reduction
of other administrative expenses.

As a result of the above  factors,  income  from  operations  decreased  by $5.6
million to $0.7  million in the third  quarter of 1999 from $6.3  million in the
third quarter of 1998.

Interest  expense was $4.5  million in the third  quarter of 1999 as compared to
$4.6  million in the third  quarter  of 1998,  due to the  payments  made on the
Revolving  Credit  Facility  and Term Loan  Facility  offset by the write off of
deferred financing costs related to the payments.

As a result  of the  above  factors,  the  Company  reported  a net loss of $3.8
million in the third  quarter of 1999 as compared to net income of $1.8  million
in the third quarter of 1998.



NINE MONTHS ENDED SEPTEMBER 30, 1999, COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998

Net sales  decreased by $14.1 million,  or 15.2%,  to $78.4 million in the first
nine months of 1999,  from $92.5 million in the first nine months of 1998.  This
decrease was  attributable  to a 15.2% decrease in the average net selling price
of the Company's products.  Sales volumes had no material effect on the decrease
in net sales for the first nine months of 1999. They were approximately  167,100
tonnes in the first nine months of 1999 and approximately  167,400 tonnes in the
first  nine  months of 1998.  The  Company's  net  selling  price for  newsprint
decreased  to an average of $469 per tonne in the first nine months of 1999 from
an average of $553 per tonne in the first nine months of 1998.  The  decrease in
average  net  selling  price  per tonne was  primarily  caused by the  continued
competitive conditions in the industry resulting from excess capacity.

Cost of sales increased by $0.8 million,  or 1.2%, to $70.5 million in the first
nine months of 1999 from $69.7  million in the first nine  months of 1998.  This
increase was  attributable  primarily to a 1.4%  increase in unit  manufacturing
costs per tonne. Sales volumes had no material effect on the increase in cost of
sales as stated above. The increase in unit  manufacturing  cost per tonne was a
result of an  overall  net cost  increase  in the  manufacturing  process  and a
nonrecurring  charge for severance benefits incurred during the first quarter of
1999. Cost of sales as a percentage of net sales increased to 90.0% in the first
nine  months of 1999,  from  75.3% in the  first  nine  months  of 1998,  due to
depressed  newsprint  selling  prices  in the  first  nine  months  of 1999  and
increased unit costs of manufacturing as noted above.

Selling,  general and  administrative  expenses  decreased by $0.7  million,  or
20.6%, to $2.7 million in the first nine months of 1999 from $3.4 million in the
first  nine  months of 1998.  This  decrease  was  primarily  attributable  to a
decrease in management fee to Brant-Allen that resulted from lower net sales and
a reduction of administrative and regulatory expenses.

As a result of the above  factors,  income from  operations  decreased  by $14.2
million to $5.3  million in the first nine months of 1999 from $19.5  million in
the first nine months of 1998.

Interest  expense was $13.5 million in the first nine months of 1999 compared to
$14.3 million in the first nine months of 1998,  due to the payments made on the
Revolving Credit Facility and the Term Loan Facility.

                                       8

<PAGE>

Other Income increased to $0.4 million in the first nine months of 1999 compared
to $0.2  million  in the first nine  months of 1998,  due to gain on the sale of
timberlands.

As a result  of the  above  factors,  the  Company  reported  a net loss of $7.9
million  in the first  nine  months of 1999 as  compared  to net  income of $5.3
million in the first six months of 1998.


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 three
capital  contributions  in the first nine months of 1999,  $7.5  million in May,
$2.0 million in July and $1.7 million in September,  all representing the excess
proceeds from the sale of timberlands of Bear Island Timberlands Company LLC. In
accordance with security agreements, the capital contribution proceeds were used
to pay down bank debt.

The Company's  cash and  short-term  investments at September 30, 1999 were $1.4
million,  representing  a decrease of $0.7 million from $2.1 million at December
31, 1998.  Net cash  provided by operating  activities  was $6.0 million for the
first nine months ended  September  30, 1999.  Gross cash  provided by financing
activities was $16.2 million and gross cash provided by investing activities was
$0.6 million for the first nine months ended September 30, 1999. In total, $22.8
million  was  used  to  cover  capital  expenditures  of  $2.2  million,  a  tax
distribution of $3.6 million and a reduction in long-term debt of $17.8 million.
The  Company  anticipates  that cash  provided  from  operations  in the future,
combined with available  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 1999,  the  Company's  cash  provided  by  operating
activities  decreased by 68.1% to $6.0  million from $18.8  million in the first
nine months of 1998,  primarily due to lower selling  prices and higher costs of
sales  resulting  in a net loss in the first nine of months  1999 as compared to
net income in nine months 1998.

The Company  made capital  expenditures  of $2.2 million and $5.3 million in the
first nine  months of 1999 and the first nine months of 1998,  respectively,  in
connection with upgrading and maintaining its manufacturing facility. Management
anticipates  that the Company's  total capital  expenditures  for the balance of
1999 and 2000 will primarily  relate to maintenance of its newsprint  facilities
and cost  reduction  projects,  allowing  the  Company  to improve  quality  and
increase capacity, and, therefore, enhance its competitive position.

At  September  30,  1999,  the  Company  had  approximately  $172.2  million  of
indebtedness,  consisting  of  borrowings  of $8.7 million  under the  Revolving
Credit Facility,  $63.2 million under the Term Loan Facility, $100 million under
the Notes and approximately $0.3 million in long term purchase  obligations.  In
addition,  $28.6 million was available in unused  borrowing  capacity  under the
Revolving Credit Facility.

Recent Developments

In May 1999,  the Company and  Timberlands  sold  approximately  83,000 acres of
timberland. As required under the debt agreements,  proceeds from this sale, net
of tax distributions, were used to retire all debt outstanding on Timberlands as
well as all  debt  incurred  by  Brant-Allen  in its  purchase  of  Timberlands.
Brant-Allen made a capital contribution to the Company with the remainder of the
proceeds,  $7.5  million,  which  was  used to  retire  a  portion  of the  debt
outstanding under the Term Loan Facility and the Revolving Credit Facility.  The
Company  and  Timberlands  have  entered  into a joint sales  agreement  to sell
approximately  46,000 acres of timberland  to two  independent  investors.  This
transaction  is  expected  to close  during the fourth  quarter of 1999 or early
2000. The net proceeds,  after  distributions  for income taxes, will be used to
retire debt  outstanding  under the Term Loan Facility and the Revolving  Credit
Facility.  In July and September 1999,  Brant-Allen made capital contribution to
the Company of $2.0  million and $1.7 million  respectively,  which were used to
retire a  portion  of the debt  outstanding  under the Term  Loan  Facility  and
Revolving Credit Facility.

Year 2000 Compliance

The Company has substantially  completed the process of modifying,  upgrading or
replacing  its  computer  software  applications  and systems  which  management
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 final 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  has  had  formal
communications with its major suppliers and customers concerning their Year 2000
readiness.  At the present time the Company has  received no negative  responses
from any of the suppliers or customers contacted.

The Company expects that its facilities, equipment, and information systems will
be fully functional and will operate  accurately and without  interruption  both
before and after January 1, 2000. It also expects that its products and services
will be available  continuously.  However, there is no quarantee that there will
not be a  material  failure  of a  critical  system  or those of a  supplier  or
customer.  A material  failure  could have an  adverse  impact on the  Company's
business,  operations,  or financial condition. In consideration of these risks,
the Company has developed plans to address noncompliance of a critical system or
those  of  a  supplier  or  customer.  This  includes  special  staff  training,
stockpiling  critical raw materials and inventory,  and where possible obtaining
alternate sources of supply. As additional  information  becomes available,  the
Company will continually update this plan throughout the remainder of the year.


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<PAGE>

PART II.  OTHER INFORMATION
ITEM 3.  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.



                                       10
<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.



Date: November 12, 1999                 BEAR ISLAND PAPER COMPANY, L.L.C.



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



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








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