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, 2001

                                       OR

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

                        Commission file number: 333-42201

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

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

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

                                      23005
                                   (Zip Code)

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

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

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

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

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


                                                                         Page(s)
 Part I.  Financial Information

     Item 1   Financial Statements

       Condensed Balance Sheets                                            1

       Condensed Statements of Operations                                  2

       Condensed Statements of Cash Flows                                  3

       Notes to Condensed Financial Statements                             4


     Item 2

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


 Part II.  Other Information

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


 Signatures                                                                9

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


                                                                                      September 30,      December 31,
                                               ASSETS                                    2001                2000
                                                                                    ----------------   -----------------
                                                                                      (Unaudited)
<S>                                                                                 <C>                <C>
 Current assets:
     Cash and short-term investments                                                $     3,495,598    $        682,329
     Accounts receivable, net                                                            11,126,229          14,091,885
     Inventories                                                                         15,961,183          12,651,078
     Other current assets                                                                   600,464             492,022
                                                                                    ----------------   -----------------

             Total current assets                                                        31,183,474          27,917,314

 Property, plant and equipment                                                          211,412,081         205,032,041
 Less accumulated depreciation                                                          (40,742,022)        (32,314,191)
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          170,670,059         172,717,850
                                                                                    ---------------    ----------------

 Deferred financing costs                                                                 5,667,964           6,165,666
                                                                                    ---------------    ----------------

               Total assets                                                         $   207,521,497    $    206,800,830
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                              $         -        $         93,494
     Accounts payable and accrued liabilities                                            10,079,923           9,403,405
     Accrued interest payable                                                             3,450,841           1,034,044
                                                                                    ----------------   -----------------

               Total current liabilities                                                 13,530,764          10,530,943

 Long-term debt                                                                         130,444,121         133,008,276
                                                                                    ----------------   -----------------

               Total liabilities                                                        143,974,885         143,539,219
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 79,581,074          79,581,074
     Accumulated deficit                                                                (16,034,462)        (16,319,463)
                                                                                    ----------------   -----------------

             Total member's equity                                                       63,546,612          63,261,611
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   207,521,497    $    206,800,830
                                                                                    ================   =================
 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,
                                                -----------------------------------  -----------------------------------
                                                       2001               2000              2001               2000
<S>                                             <C>                <C>               <C>                <C>
 Net sales                                      $   30,043,564     $    29,813,020   $    91,930,626    $    86,790,819
 Cost of sales                                      26,131,261          24,710,474        78,761,052         77,880,954
                                                ---------------    ----------------  ----------------   ----------------

             Gross profit                            3,912,303           5,102,546        13,169,574          8,909,865

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                   (285,979)           (282,598)         (874,592)        (1,350,048)
     Other                                            (101,769)            (16,845)         (207,435)           (91,616)
                                                ---------------    ----------------  ----------------   ----------------

             Income from operations                  3,524,555           4,803,103        12,087,547          7,468,201

 Other income (deductions):
     Interest expense                               (3,219,735)         (3,594,957)       (9,937,650)       (10,671,742)
     Other income                                       28,953             115,547            87,248            189,112
                                                ---------------    ----------------  ----------------   ----------------

               Net income (loss)                $      333,773     $     1,323,693   $     2,237,145    $    (3,014,429)
                                                ===============    ================  ================   ================

 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)



                                                  Nine months ended September 30,
                                                -----------------------------------
                                                        2001               2000
<S>                                             <C>                <C>
 Operating activities:
     Net income (loss)                          $     2,237,145    $    (3,014,429)
     Adjustments to reconcile net income
           (loss) to net cash provided by
           operating activities:
       Depreciation and depletion                     8,427,831          8,329,454
       Amortization of deferred financing
         costs                                          497,702            503,238
       Loss on disposal/write-down of
         property, plant and equipment                     -               160,400
     Changes in current assets and liabilities:
       Accounts receivable                            2,965,656             15,376
       Inventory                                     (3,310,105)           446,686
       Other current assets                            (108,442)          (208,669)
       Accounts payable and accrued
         liabilities                                    676,518           (416,771)
       Accrued interest payable                       2,416,797          2,551,198
                                                ----------------   ----------------

             Cash provided by operating
                   activities                        13,803,102          8,366,483
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                 (6,380,040)        (1,962,017)
                                                ----------------   ----------------

             Cash used in investing
                   activities                        (6,380,040)        (1,962,017)
                                                ----------------   ----------------

 Financing activities:
     Proceeds from issuance of long-term
           debt                                       1,500,000          4,000,000
     Principal payments on long-term debt            (4,157,649)        (7,654,860)
     Tax distribution to parent                      (1,952,144)        (3,514,045)
     Contributions to capital from parent                --              1,500,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (4,609,793)        (5,668,905)
                                                ----------------   ----------------

             Net increase in cash and
                   short term investments             2,813,269            735,561

 Cash and short-term investments, beginning
       of period                                        682,329            981,199
                                               -----------------  -----------------

               Cash and short-term
                     investments, end of
                     period                     $     3,495,598    $     1,716,760
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $          -       $       527,369
                                                ================   ================


 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, 2001 and December 31, 2000
     and the  Company's  condensed  results  of  operations  for the  three- and
     nine-month  periods  ended  September  30,  2001  and  2000  as well as the
     Company's  condensed cash flows for the nine-month  periods ended September
     30, 2001 and 2000. 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 2000 Form
     10K filed on March 30, 2001.  The December 31, 2000 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,
     2001 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 the
     Board of Directors of Brant-Allen  contributed  unpaid accrued  portions of
     the management fee totaling $527,369 to the Company's capital. 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 less  freight  from 3% of net sales less
     freight and eliminating any restrictions on payment. This had the effect of
     reducing selling,  general and  administrative  expenses by $556,380 during
     the quarter and nine-months ended September 30, 2001.

     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, 2001 $1,952,144 was
     paid to Brant-Allen to pay such tax liabilities.  In the nine-months  ended
     September  30,  2000  $3,514,045  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, 2001    December 31, 2000
                                    ------------------    -----------------

          Raw materials              $    2,122,788       $      2,427,336
          Stores                          7,571,386              8,148,930
          Finished goods                  6,267,009              2,074,812
                                     ---------------      -----------------
                                     $   15,961,183       $     12,651,078
                                     ===============      =================


5.   Long-term debt consisted of:

                                        September 30, 2001    December 31, 2000
                                        ------------------    -----------------

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

      Term Loan Facility                        17,444,121         18,508,276

      Revolving Credit Facility                 13,000,000         14,500,000

      Long-term purchase obligations                -                  93,494
                                           ----------------  -----------------
                                               130,444,121        133,101,770
      Less current portion                          -                  93,494
                                           ----------------  -----------------
                   Total long-term debt    $   130,444,121   $    133,008,276
                                           ================  =================



                                        4

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


6.   The Company charges Bear Island Timberlands Company, L.L.C. ("Timberlands")
     an  affiliate  and wholly  owned  subsidiary  of  Brant-Allen,  for certain
     administrative and other expenses.  These charges  approximated $15,000 and
     $125,000  during  the nine  months  ended  September  30,  2001  and  2000,
     respectively.

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



                                          September 30, 2001   December 31, 2000
                                          ------------------   -----------------

     Due from Brant-Allen                    $                 $        36,986
     Due to Brant-Allen                                2,570
     Due from Newsprint Sales                      1,577,673           157,379
     Due from F.F. Soucy, Inc. and Partners           72,043            11,791
     Due from F.F. Soucy, Inc.                        30,275             5,053
     Due to Timberlands                              361,654           377,028



7.   The Financial Accounting Standards Board ("FASB") has issued a new standard
     affecting the accounting for derivative instruments and hedging activities.
     It requires the Company to recognize  all  derivatives  as either assets or
     liabilities  on the balance  sheet and measure  those  instruments  at fair
     value.  Changes in the fair value of the derivative  instruments are either
     recognized  periodically  in  income  or other  comprehensive  income.  The
     Company  has  implemented  this  standard  effective  January 1, 2001.  The
     implementation of this new standard did not have an effect on the Company's
     results  of  operations  or  financial  position  as  the  Company  has  no
     derivatives.

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
     No. 141 ("SFAS  141"),  Business  Combinations.  SFAS 141 requires that the
     purchase  method  of  accounting  be  used  for all  business  combinations
     initiated after June 30, 2001; the use of the  pooling-of-interests  method
     of  accounting  is prohibited  after this time.  SFAS 141 also  establishes
     specific  criteria for the recognition of intangible assets separately from
     goodwill,  and it requires  unallocated negative goodwill to be written off
     immediately  as an  extraordinary  gain  (instead  of  being  deferred  and
     amortized).  SFAS 141 is not  expected  to have a  material  impact  on the
     Company's financial statements.

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
     No.  142 ("SFAS  142"),  Goodwill  and Other  Intangible  Assets.  SFAS 142
     eliminates  the  amortization  of goodwill and instead  requires a periodic
     review of any  goodwill  balance  for  possible  impairment.  SFAS 142 also
     requires that goodwill be allocated at the reporting  unit level.  SFAS 142
     is effective for years  beginning  after  December 15, 2001.  SFAS 142 also
     contains provisions related to intangible assets other than goodwill.  SFAS
     142 is not expected to have a material  impact on the  Company's  financial
     statements.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
     No. 143 ("SFAS 143"), Accounting for Asset Retirement Obligations. SFAS 143
     addresses  financial  accounting and reporting for  obligations  associated
     with the  retirement  of  tangible  long-lived  assets  and  related  asset
     retirement  costs.  SFAS 143 is effective  for  financial  statements  with
     fiscal years  beginning  after June 15,  2002.  SFAS 143 is not expected to
     have a material impact on the Company's financial statements.

     In  October  2001,  the  FASB  issued  Statement  of  Financial  Accounting
     Standards No. 144 ("SFAS 144"),  Accounting  for the Impairment or Disposal
     of  Long-Lived  Assets.  SFAS 144  requires  that  long-lived  assets to be
     disposed of be measured at the lower of carrying  amount of fair value less
     cost to sell, whether reported in continuing  operations or in discontinued
     operations.  Therefore,  discontinued operations will no longer be measured
     at net realizable  value or include amounts for operating  losses that have
     not yet occurred.  SFAS 144 is effective for fiscal years  beginning  after
     December  15, 2001.  SFAS 144 is not expected to have a material  impact on
     the Company's financial statements.

8.   Certain  prior  year  amounts  in  the  financial   statements   have  been
     reclassified to conform to the current year presentation.

                                        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, 2000.

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, 2001,  COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000

Net sales  increased by $0.2  million,  or 0.7%,  to $30.0  million in the third
quarter of 2001,  from $29.8 million in the third quarter of 2000. This marginal
increase was attributable to a 0.5% increase in the average net selling price of
the Company's products. The volume of tonnage sold for the third quarter of 2001
was 54,050 metric tons  ("tonnes")  which was comparable to the third quarter of
2000 volume of 54,049  tonnes.  The  Company's  net selling  price for newsprint
increased  to an average of $555 per tonne in the third  quarter of 2001 from an
average of $552 per tonne in the third quarter of 2000.

Cost of sales increased by $1.4 million,  or 5.7%, to $26.1 million in the third
quarter of 2001 from $24.7 million in the third  quarter of 2000.  This increase
was  attributable  primarily to an 8% increase in unit  manufacturing  costs per
tonne. The increase in unit manufacturing cost per tonne was the result of 41.4%
increase in energy costs offset in part by a 20.6% decrease in fiber costs. Cost
of sales as a percentage  of net sales  decreased to 87% in the third quarter of
2001,  from  82.9% in the  third  quarter  of  2000,  due to a net  increase  in
newsprint selling prices in the third quarter of 2001 and offset by the increase
in unit costs of manufacturing as noted above.

The Company's  selling,  general and  administrative  expenses increased by $0.1
million or 33.3% to $0.4 million, in the third quarter of 2001 from $0.3 million
in the third quarter of 2000.

As a result of the above  factors,  income  from  operations  decreased  by $1.3
million to $3.5  million in the third  quarter of 2001 from $4.8  million in the
third quarter of 2000.

The Company's interest expense decreased $0.4 million, or 11.1%, to $3.2 million
in the third  quarter of 2001  compared to $3.6 million in the third  quarter of
2000,  primarily  due to  reductions  in  interest  rates and  decreases  in the
Company's  Term  Loan  Facility  and the  average  outstanding  balances  on the
Revolving Credit Facility.

As a result  of the above  factors,  the  Company  reported  net  income of $0.3
million in the third quarter of 2001 compared to a net income of $1.3 million in
the third quarter of 2000.



NINE MONTHS ENDED  SEPTEMBER 30, 2001,  COMPARED TO NINE MONTHS ENDED  SEPTEMBER
30, 2000

Net sales increased by $5.1 million, or 5.9%, to $91.9 million in the first nine
months of 2001,  from  $86.8  million  in the first  nine  months of 2000.  This
increase was  attributable  to a 10.5% increase in the average net selling price
of the Company's  products and was offset by a 4.3% decrease in sales volumes to
approximately   158,900   tonnes  in  the  first  nine  months  of  2001,   from
approximately 166,000 tonnes in the first nine months of 2000. The Company's net
selling  price for  newsprint  increased  to an average of $578 per tonne in the
first  nine  months of 2001 from an  average of $523 per tonne in the first nine
months of 2000.

Cost of sales increased by $0.9 million,  or 1.2%, to $78.8 million in the first
nine months of 2001 from $77.9  million in the first nine  months of 2000.  This
increase was  attributable  primarily to a 6.0%  increase in unit  manufacturing
costs per ton and offset in part by the 4.3% decrease in sales volumes mentioned
above. The increase in unit manufacturing cost per tonne was a result of a 39.4%
increase in energy costs and offset in part by a 19.6%  decrease in fiber costs.
Cost of sales as a percentage of net sales  decreased to 85.7% in the first nine
months of 2001,  from  89.7% in the  first  nine  months  of 2000,  due to a net
increase in newsprint selling prices in the first nine months of 2001 and offset
in part by the increase in unit costs of manufacturing as noted above.

                                        6
<PAGE>

The Company's  selling,  general and  administrative  expenses decreased by $0.3
million,  or 21.4%,  to $1.1  million in the first nine months of 2001 from $1.4
million in the first nine months of 2000. This decrease was  attributable to the
200 basis point 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 $4.6
million to $12.1  million in the first nine months of 2001 from $7.5  million in
the first nine months of 2000.

The Company's interest expense decreased $0.8 million,  or 7.5%, to $9.9 million
in the first nine  months of 2001  compared  to $10.7  million in the first nine
months of 2000,  primarily due to reductions in interest  rates and decreases in
the  Company's  Term Loan Facility and the average  outstanding  balances on the
Revolving Credit Facility.

As a result  of the above  factors,  the  Company  reported  net  income of $2.2
million in the first nine months of 2001  compared to a net loss of $3.0 million
in the first nine months of 2000.


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.

The Company's  cash and  short-term  investments at September 30, 2001 were $3.5
million,  representing an increase of $2.8 million from $0.7 million at December
31, 2000.  Net cash provided by operating  activities  was $13.8 million for the
first nine months ended  September 30, 2001.  Cash used in financing  activities
was $4.6 million and cash used in investing  activities was $6.4 million for the
nine months ended September 30, 2001. In total,  $11.0 million was used to cover
capital  expenditures of $6.4 million,  a tax distribution of $2.0 million and a
net reduction in long-term debt including purchase  obligations of $2.6 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 2001,  the  Company's  cash  provided  by  operating
activities  increased  by 64.3% to $13.8  million from $8.4 million in the first
nine months of 2000,  primarily due to increased selling prices of the Company's
products and offset by higher per unit cost of sales  resulting in net income in
the first nine  months of 2001 of $2.2  million  compared  to a net loss of $3.0
million in the first nine months of 2000.

The Company  made capital  expenditures  of $6.4 million and $1.9 million in the
first nine  months of 2001 and the first nine months of 2000,  respectively,  in
connection with upgrading and maintaining its manufacturing facility. Management
anticipates  that the Company's  total capital  expenditures  for the balance of
2001 and 2002 will primarily relate to maintenance of its newsprint facilities.

At  September  30,  2001,  the  Company  had  approximately  $130.4  million  of
indebtedness,  consisting  of  borrowings  of $13.0  million under the Revolving
Credit Facility,  $17.4 million under the Term Loan Facility, $100 million under
the Notes. At September 30, 2001, $9.3 million was available as unused borrowing
capacity under the Revolving  Credit  Facility,  which is net of $2.7 million of
borrowing capacity reserved for outstanding Letters of Credit.

                                        7
<PAGE>

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


          (a)   No exhibits

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



                                        8
<PAGE>
                                   Signatures



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



                                      BEAR ISLAND PAPER COMPANY, L.L.C.



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



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








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