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, 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  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                                    1999                1998
                                                                                    ----------------   -----------------
                                                                                      (Unaudited)
<S>                                                                                 <C>                <C>             
 Current assets:
     Cash and short-term investments                                                $     2,417,918    $      2,130,787
     Accounts receivable                                                                 12,269,098          13,669,351
     Inventories                                                                         14,822,057          13,827,824
     Other current assets                                                                   102,914             570,234
                                                                                    ----------------   -----------------

             Total current assets                                                        29,611,987          30,198,196

 Property, plant and equipment                                                          202,432,929         201,618,960
 Less accumulated depreciation                                                           13,386,159          10,841,783
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          189,046,770         190,777,177
                                                                                    ----------------   -----------------

 Deferred financing costs                                                                 8,016,420           8,275,781
                                                                                    ----------------   -----------------

               Total assets                                                         $   226,675,177    $    229,251,154
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                      793,863           1,084,693
     Accounts payable and accrued liabilities                                             8,806,598          10,431,232
     Accrued interest payable                                                             3,830,195           1,307,030
                                                                                    ----------------   -----------------

               Total current liabilities                                                 13,430,656          12,822,955

 Long-term debt                                                                         181,656,213         183,861,470
                                                                                    ----------------   -----------------

               Total liabilities                                                        195,086,869         207,115,657
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 28,649,807          28,130,250
     Retained earnings                                                                    2,938,501           4,436,479
                                                                                    ----------------   -----------------

             Total member's equity                                                       31,588,308          32,566,729
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   226,675,177    $    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 March 31,
                                                                                    -----------------------------------
                                                                                          1999               1998
<S>                                                                                 <C>                <C>            
 Net sales                                                                          $   25,977,791     $    30,380,468
 Cost of sales                                                                         (22,024,366)        (22,675,137)
                                                                                    ---------------    ----------------

             Gross profit                                                                3,953,425           7,705,331

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                                                       (779,334)           (911,414)
     Other                                                                                 (79,469)           (276,067)
                                                                                    ---------------    ----------------

             Income from operations                                                      3,094,622           6,517,850

 Other income (deductions):
     Interest expense                                                                   (4,637,322)         (4,881,360)
     Other income                                                                           44,722              35,423
                                                                                    ---------------    ----------------

               Net income (loss)                                                    $   (1,497,978)    $     1,671,913
                                                                                    ===============    ================
 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,
                                                -----------------------------------
                                                        1999               1998
<S>                                             <C>                 <C>           
 Operating activities:
     Net income (loss)                          $    (1,497,978)    $    1,671,913
     Adjustments to reconcile net income(loss)
           to net cash provided by
           operating activities:
       Depreciation and depletion                     2,570,311          2,498,754
       Amortization of deferred financing
         costs                                          259,361            238,158
       Loss on disposal of property, plant
         and equipment                                   52,103
     Changes in current assets and liabilities:
       Accounts receivable                            1,400,253            171,919
       Inventory                                       (994,233)           983,207
       Other current assets                             467,320             (1,696)
       Accounts payable and accrued
         liabilities                                 (1,105,077)          (854,586)
       Accrued interest payable                       2,523,165          2,543,733
                                                ----------------   ----------------

             Cash provided by operating
                   activities                         3,675,225          7,251,402
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                   (898,911)        (1,011,877)
     Proceeds from disposal of property, plant
           and equipment                                  6,904
                                                ----------------   ----------------

             Net cash used in investing
                   activities                          (892,007)        (1,011,877)
                                                ----------------   ----------------

 Financing activities:
     Principal payments on long-term debt            (2,496,087)        (3,725,000)
     Payment of deferred financing costs                                  (140,471)
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (2,496,087)        (3,865,471)
                                                ----------------   ----------------

             Net increase in cash                       287,131          2,374,054

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

               Cash and short-term
                     investments, end of
                     period                     $     2,417,918    $     3,727,103
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $       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, 1999 and December 31, 1998 and
     the  Company's  condensed  results  of  operations  and cash  flows for the
     three-month periods ended March 31, 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  1998  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  three-month  period ended March 31, 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 three  months  ended  March 31, 1999 the Board of  Directors  of
     Brant-Allen  contributed  the unpaid accrued  portion of the management fee
     totaling  $519,557  through  March 31, 1999 to the Company's  capital.  The
     corresponding  management  fee for the  period  ended  March  31,  1998 was
     $824,167.  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 March 31, 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 capital.


                                       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 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, 1999   December 31, 1998
                                          ---------------   -----------------

          Raw materials                   $    2,921,235     $     3,908,772
          Stores                               8,659,837           8,759,809
          Finished goods                       3,240,985           1,159,243
                                          ---------------   -----------------
                                          $   14,822,057     $    13,827,824
                                          ===============   =================


5. Long-term debt consisted of:

                                             March 31, 1999   December 31, 1998
                                            ----------------  -----------------

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

        Term Loan Facility                       69,125,000         69,300,000

        Revolving Credit Facility                13,000,000         15,000,000

        Long-term purchase obligations              325,076            646,163
                                            ----------------  -----------------
                                                182,450,076        184,946,163
        Less current portion                        793,863          1,084,693
                                            ----------------  -----------------
                     Total long-term debt   $   181,656,213   $    183,861,470
                                            ================  =================



                                       5


<PAGE>

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

6.   The  Company  is 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.  Purchases
     under the wood supply contract  approximated  $740,000 for the three months
     March 31,  1998.  During the three  months ended March 31, 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 all Company and Timberlands  owned timberlands and
     that future  fiber  supplies  will be  effectuated  with  independent  wood
     suppliers.

     The  Company  charged  Timberlands  for  certain  administrative  and other
     expenses. These charges approximated $379,000 and $160,000 during the three
     months ended March 31, 1999 and 1998, respectively.

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

          <S>                                         <C>               <C>            
          Due from Brant-Allen                        $        36,683   $        53,138
          Due from Newsprint Sales                            154,914         1,205,553
          Due from Dow Jones & Company, Inc.                2,225,542         2,369,136
          Due from Timberlands                                459,684            80,586
          Due from F.F. Soucy, Inc. and Partners               75,071            52,181
          Due to F.F. Soucy, Inc.                              70,975            78,192

                                                         Three Months Ended March 31,
                                                      ----------------------------------
                                                             1999              1998

          Net sales to Dow Jones & Company, Inc.       $    5,561,199    $     6,098,144
</TABLE>

     Sales to Dow Jones & Company, Inc. represented approximately 21% and 20% of
     total  sales  during  the  three  months  ended  March  31,  1999 and 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  in  June  1998,  which  is
     effective for all fiscal  quarters of all fiscal years beginning after June
     15, 1999. This statement 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.   The Company and  Timberlands  have entered into a joint sales  agreement to
     sell approximately 83,000 acres of timberland to two independent investors.
     This  transaction  is expected to close during the second  quarter of 1999.
     The net proceeds,  after  distributions  for income taxes,  will be used to
     repay  Timberlands debt and debt incurred by Brant-Allen to fund its equity
     investment in Timberlands.  Any remaining funds will be used to retire 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 reducing  revolving credit facility  ("Revolving Credit Facility").
     In a separate  transaction  Timberlands is presently  negotiating  with the
     same  investors  for  the  sale  of its  remaining  46,000  acres.  The net
     proceeds, after distributions for income taxes, from this transaction would
     be used to reduce the Term Loan Facility and the 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.

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, 1999, COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Net sales  decreased by $4.4  million,  or 14.5%,  to $26.0 million in the first
quarter of 1999,  from $30.4 million in the first quarter of 1998. This decrease
was  attributable  to a 7.2%  decrease in the  average net selling  price of the
Company's  products  and by a 7.7%  decrease in sales  volumes to  approximately
50,400 metric tons ("tonnes") in the first quarter of 1999,  from  approximately
54,600 tonnes in the first quarter of 1998.  The Company's net selling price for
newsprint decreased to an average of $516 per tonne in the first quarter of 1999
from an average of $556 per tonne in the first quarter of 1998.  The decrease in
average  net selling  price per tonne and volumes of tonnes sold were  primarily
caused by the continued  competitive  conditions in the industry  resulting from
excess capacity.

Cost of sales decreased by $0.7 million,  or 3.1%, to $22.0 million in the first
quarter of 1999 from $22.7 million in the first  quarter of 1998.  This decrease
was attributable  primarily to a 5.3% increase in unit  manufacturing  costs per
tonne and was offset by the  decrease  in sales  volumes.  The  increase in unit
manufacturing  cost per tonne was a result of an overall  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 84.8% in the first quarter of 1999, from 74.6% in the first quarter
of 1998, due to depressed  newsprint selling prices in the first quarter of 1999
and increased unit costs of manufacturing as noted above.

Selling,  general and  administrative  expenses  decreased by $0.3  million,  or
27.7%,  to $0.9  million in the first  quarter of 1999 from $1.2  million in the
first 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 administrative and regulatory expenses.


As a result of the above  factors,  income  from  operations  decreased  by $3.4
million to $3.1  million in the first  quarter of 1999 from $6.5  million in the
first quarter of 1998.

Interest  expense was $4.6 million in the first quarter of 1999 compared to $4.9
million in the first quarter of 1998,  due to the payments made on the Revolving
Credit Facility.

As a result  of the  above  factors,  the  Company  reported  a net loss of $1.5
million in the first  quarter of 1999 compared to net income of $ 1.7 million in
the first quarter 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.

The  Company's  cash and  short-term  investments  at March  31,  1999 were $2.4
million,  representing an increase of $0.3 million from $2.1 million at December
31, 1998.  Cash flows from  operating  activities  during the three months ended
March 31, 1999 of $3.7 million  were used to cover  capital  expenditures  and a
reduction in long-term  debt,  together  aggregating  $3.4 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  1999,  the  Company's  cash  provided  by  operating
activities  decreased  by 49.3% to $3.7  million  from $7.3 million in the first
quarter of 1998, primarily due to lower selling prices and higher costs of sales
resulting in a net loss in first  quarter  1999  compared to net income in first
quarter 1998.

                                        8
<PAGE>

The Company  made capital  expenditures  of $0.9 million and $1.0 million in the
first quarter of 1999 and the first quarter 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 March 31, 1999, the Company had approximately $182.4 million of indebtedness,
consisting of borrowings of $13.0 million under the Revolving  Credit  Facility,
$69.1  million  under the Term Loan  Facility,  $100 million under the Notes and
approximately $0.3 million in long-term purchase obligations. In addition, $30.8
million was available in unused  borrowing  capacity under the Revolving  Credit
Facility.

Year 2000 Compliance

The Company is in 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 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.


                                        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