SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-Q

         (Mark One)
            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 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  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 6.  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>

                                                                                       March 31,          December 31,
                                               ASSETS                                    2000                1999
                                                                                    ----------------   -----------------
                                                                                       (Unaudited)
<S>                                                                                 <C>                <C>
 Current assets:
     Cash and short-term investments                                                $       716,887    $        981,199
     Accounts receivable                                                                 13,042,878          12,360,817
     Inventories                                                                         12,740,281          12,975,282
     Other current assets                                                                   516,793             379,435
                                                                                    ----------------   -----------------

             Total current assets                                                        27,016,839          26,696,733

 Property, plant and equipment                                                          202,836,101         202,487,949
 Less accumulated depreciation                                                          (24,250,054)        (21,428,569)
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          178,586,047         181,059,380
                                                                                    ----------------   -----------------

 Deferred financing costs                                                                 6,657,004           6,830,894
                                                                                    ----------------   -----------------

               Total assets                                                         $   212,259,890    $    214,587,007
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                      798,667             830,566
     Accounts payable and accrued liabilities                                             8,644,644           9,372,565
     Accrued interest payable                                                             3,543,306           1,044,362
                                                                                    ----------------   -----------------

               Total current liabilities                                                 12,986,617          11,247,493

 Long-term debt                                                                         135,285,524         137,460,524
                                                                                    ----------------   -----------------

               Total liabilities                                                        148,272,141         148,708,017
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 79,581,074          77,553,705
     Retained earnings (accumulated deficit)                                            (15,593,325)        (11,674,715)
                                                                                    ----------------   -----------------

             Total member's equity                                                       63,987,749          65,878,990
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   212,259,890    $    214,587,007
                                                                                    ================   =================
 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 March 31,
                                                                                    -----------------------------------
                                                                                          2000               1999
<S>                                                                                 <C>                <C>
 Net sales                                                                          $   26,368,436     $    25,977,791
 Cost of sales                                                                         (25,953,004)        (22,024,366)
                                                                                    ---------------    ----------------

             Gross profit                                                                  415,432           3,953,425

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                                                       (791,053)           (779,334)
     Other                                                                                 (27,208)            (79,469)
                                                                                    ---------------    ----------------

             Income (loss) from operations                                                (402,829)          3,094,622

 Other income (deductions):
     Interest expense                                                                   (3,537,360)         (4,637,322)
     Other income                                                                           21,579              44,722
                                                                                    ---------------    ----------------

               Net income (loss)                                                    $   (3,918,610)    $    (1,497,978)
                                                                                    ===============    ================
 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>


                                                    Three months ended March 31,
                                                -----------------------------------
                                                        2000               1999
<S>                                             <C>                 <C>
 Operating activities:
     Net income (loss)                          $    (3,918,610)    $   (1,497,978)
     Adjustments to reconcile net income(loss)
           to net cash provided by
           operating activities:
       Depreciation and depletion                     2,821,485          2,570,311
       Amortization of deferred financing
         costs                                          173,890            259,361
       Loss on disposal/write-down of property,
         plant and equipment                            160,400             52,103
     Changes in current assets and liabilities:
       Accounts receivable                             (682,061)         1,400,253
       Inventory                                        235,001           (994,233)
       Other current assets                            (137,358)           467,320
       Accounts payable and accrued
         liabilities                                   (200,552)        (1,105,077)
       Accrued interest payable                       2,498,944          2,523,165
                                                ----------------   ----------------

             Cash provided by operating
                   activities                           951,139          3,675,225
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                   (508,552)          (898,911)
     Proceeds from disposal of property, plant
           and equipment                                                     6,904
                                                ----------------   ----------------

             Net cash used in investing
                   activities                          (508,552)          (892,007)
                                                ----------------   ----------------

 Financing activities:
     Principal payments on long-term debt            (2,206,899)        (2,496,087)
     Contributions to capital from parent             1,500,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                          (706,899)        (2,496,087)
                                                ----------------   ----------------

             Net increase (decrease)in cash            (264,312)           287,131

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

               Cash and short-term
                     investments, end of
                     period                     $       716,887    $     2,417,918
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $       527,369    $       519,557
                                                ================   ================
</TABLE>

 See accompanying notes to the condensed financial statements.



                                           3
<PAGE>
                        BEAR ISLAND PAPER COMPANY, L.L.C.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   In  the  opinion  of  management,   the  accompanying  condensed  financial
     statements of Bear Island Paper Company, L.L.C. (the "Company") contain all
     adjustments  necessary to present  fairly,  in all material  respects,  the
     Company's financial position as of March 31, 2000 and December 31, 1999 and
     the  Company's  condensed  results  of  operations  and cash  flows for the
     three-month periods ended March 31, 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  three-month  period ended March 31, 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.  There are  restrictions  on  payment of the  management  fee.
     During  the  three  months  ended  March 31,  2000 and  1999,  the Board of
     Directors of  Brant-Allen  contributed  the unpaid  accrued  portion of the
     management  fee  amounting to $527,369 and $519,557,  respectively,  to the
     Company's  capital.  This  portion of the  management  fee is limited as to
     payment 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 March 31, 2000. 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 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 three  months  ended  March 31,  2000 and 1999,  no
     amounts were paid to Brant-Allen to pay such tax liabilities.

                                       4


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


3.   No provision for income taxes is required in the financial statements since
     each member of the parent Company is individually liable for any income tax
     that may be payable on its share of 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:

                                             March 31, 2000   December 31, 1999
                                            ---------------   -----------------

          Raw materials                     $    2,592,131     $     2,375,910
          Stores                                 8,270,767           8,083,267
          Finished goods                         1,877,383           2,516,105
                                            ---------------   -----------------
                                            $   12,740,281     $    12,975,282
                                            ===============   =================


5.   Long-term debt consisted of:

                                              March 31, 2000   December 31, 1999
                                             ----------------  -----------------

          10% Senior Secured Notes           $   100,000,000   $    100,000,000

          Term Loan Facility                      18,858,276         19,033,276

          Revolving Credit Facility               17,000,000         19,000,000

          Long-term purchase obligations             225,915            257,814
                                             ----------------  -----------------
                                                 136,084,191        138,291,090
          Less current portion                       798,667            830,566
                                             ----------------  -----------------
                       Total long-term debt  $   135,285,524   $    137,460,524
                                             ================  =================



                                       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 all of
     the Company's log and pulp chip  requirements at market prices.  During the
     three  months  ended March 31,  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 $66,000 and $379,000 during the three
     months ended March 31, 2000 and 1999, respectively.

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

                                              March 31, 2000   December 31, 1999
                                             ----------------  -----------------

      Due from Brant-Allen                   $        41,942   $        36,683
      Due from Newsprint Sales                       325,187           154,914
      Due from Dow Jones & Company, Inc.           2,059,142         2,225,542
      Due from Timberlands                                             459,684
      Due from F.F. Soucy, Inc. and Partners          29,231            75,071
      Due to F.F. Soucy, Inc.                         10,326            70,975
      Due to Timberlands                              42,703


                                                Three Months Ended March 31,
                                             ----------------------------------
                                                     2000             1999

     Net sales to Dow Jones & Company, Inc.  $    4,910,285    $     5,561,199


     Net sales to Dow Jones & Company,  Inc.  represented  approximately 19% and
     21% of total sales  during the three  months ended March 31, 2000 and 1999,
     respectively.  The remaining sales were to other unaffiliated  printing and
     publishing enterprises located primarily in the United States.

                                       6
<PAGE>
                        BEAR ISLAND PAPER COMPANY, L.L.C.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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. In June 1999, the FASB issued FAS No. 137,  "Accounting  for
     Derivative and Hedging  Activities - Deferral of the Effective Date of FASB
     Statement No. 133,"  postponing FAS 133's effective date to fiscal quarters
     of fiscal years beginning after June 15, 2000. 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.


                                       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, 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 MARCH 31, 2000, COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

Net sales  increased by $0.4  million,  or 1.5%,  to $26.4  million in the first
quarter of 2000,  from $26.0 million in the first quarter of 1999. This increase
was  attributable to a 12.3% increase in sales volumes to  approximately  56,600
metric tons ("tonnes") in the first quarter of 2000, from  approximately  50,400
tonnes in the first quarter of 1999 and offset by a 9.7% decrease in the average
net selling price of the Company's products. The Company's net selling price for
newsprint decreased to an average of $466 per tonne in the first quarter of 2000
from an average of $516 per tonne in the first quarter of 1999.

Cost of sales increased by $4.0 million, or 18.2%, to $26.0 million in the first
quarter of 2000 from $22.0 million in the first  quarter of 1999.  This increase
was attributable  primarily to a 5.0% increase in unit  manufacturing  costs per
tonne and by the 12.3% increase in sales volumes  mentioned  above. The increase
in unit  manufacturing  cost per tonne was a result of a 16.7% increase in fiber
costs  primarily  due to increased  prices for kraft and ONP. Cost of sales as a
percentage of net sales  increased to 98.5% in the first  quarter of 2000,  from
84.6% in the first quarter of 1999, due to depressed newsprint selling prices in
the first quarter of 2000 and  increased  unit costs of  manufacturing  as noted
above.

The Company's  selling,  general and  administrative  expenses decreased by $0.1
million,  or  11.1%,  to $0.8  million  in the first  quarter  of 2000 from $0.9
million in the first quarter of 1999.  This decrease was primarily  attributable
to a reduction of administrative expenses.

As a result of the above  factors,  income  from  operations  decreased  by $3.5
million to a loss of $0.4 million in the first  quarter of 2000 from a profit of
$3.1 million in the first quarter of 1999.

The Company's interest expense decreased $1.1 million, or 24.0%, to $3.5 million
in the first  quarter of 2000  compared to $4.6 million in the first  quarter of
1999, due to scheduled amortization of the Company's outstanding indebtedness of
$0.7 million and repayments to the Company's Term Loan Facility of $49.3 million
offset by an  increase  of $4.0  million  in the  outstanding  Revolving  Credit
Facility.

As a result  of the  above  factors,  the  Company  reported  a net loss of $3.9
million in the first  quarter of 2000  compared  to net loss of $ 1.5 million in
the first quarter 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
capital  contribution  from  Brant-Allen  in the first  quarter  of 2000 of $1.5
million.

The  Company's  cash and  short-term  investments  at March  31,  2000 were $0.7
million,  representing  a decrease of $0.3 million from $1.0 million at December
31, 1999.  Net cash  provided by operating  activities  was $1.0 million for the
first quarter of 2000. Cash used in financing activities in the first quarter of
2000 was $0.7  million  compared to $2.5  million in the first  quarter 1999 and
cash used in investing  activities in the first quarter of 2000 was $0.5 million
compared to $0.9 million in the first quarter of 1999.  In total,  $2.7 million,
was used to cover:  capital  expenditures  of $0.5  million and a  reduction  in
long-term  debt  including  purchase  obligations  of $2.2 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  quarter  of  2000,  the  Company's  cash  provided  by  operating
activities  decreased  by 73.0% to $1.0  million  from $3.7 million in the first
quarter of 1999, primarily due to lower selling prices and higher costs of sales
resulting in a net loss in first  quarter  2000 of $3.9 million  compared to net
loss of $1.5 million in first quarter 1999.

                                        8
<PAGE>

The Company  made capital  expenditures  of $0.5 million and $0.9 million in the
first quarter of 2000 and the first quarter 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
and cost  reduction  projects,  allowing  the  Company  to improve  quality  and
increase capacity, and, therefore, enhance its competitive position.

At March 31, 2000, the Company had approximately $136.1 million of indebtedness,
consisting of borrowings of $17.0 million under the Revolving  Credit  Facility,
$18.9  million  under the Term Loan  Facility,  $100 million under the Notes and
approximately $0.2 million in long-term purchase obligations.  In addition, $8.0
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.

                                        9
<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.



                                       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.



                                        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)




                                       11