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, 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  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                                              6


 Part II.  Other Information

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


 Signatures                                                                 9


<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                                             BEAR ISLAND PAPER COMPANY, L.L.C.
                                                 CONDENSED BALANCE SHEETS

<CAPTION>

                                                                                       March 31,          December 31,
                                               ASSETS                                    2001                2000
                                                                                    ----------------   -----------------
                                                                                       (Unaudited)
 Current assets:
<S>                                                                                 <C>                <C>
     Cash and short-term investments                                                $     1,493,108    $        682,329
     Accounts receivable                                                                 13,165,421          14,091,885
     Inventories                                                                         14,558,242          12,651,078
     Other current assets                                                                   315,565             492,022
                                                                                    ----------------   -----------------

             Total current assets                                                        29,532,336          27,917,314

 Property, plant and equipment                                                          206,391,868         205,032,041
 Less accumulated depreciation                                                          (35,124,327)        (32,314,191)
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          171,267,541         172,717,850
                                                                                    ----------------   -----------------

 Deferred financing costs, net                                                            5,999,764           6,165,666
                                                                                    ----------------   -----------------

               Total assets                                                         $   206,799,641    $    206,800,830
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                       58,389              93,494
     Accounts payable and accrued liabilities                                             9,059,570           9,403,405
     Accrued interest payable                                                             3,500,016           1,034,044
                                                                                    ----------------   -----------------

               Total current liabilities                                                 12,617,975          10,530,943

 Long-term debt                                                                         131,508,276         133,008,276
                                                                                    ----------------   -----------------

               Total liabilities                                                        144,126,251         143,539,219
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 79,581,074          79,581,074
     Retained earnings (accumulated deficit)                                            (16,907,684)        (16,319,463)
                                                                                    ----------------   -----------------

             Total member's equity                                                       62,673,390          63,261,611
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   206,799,641    $    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 March 31,
                                                                                    -----------------------------------
                                                                                          2001                 2000
<S>                                                                                 <C>                <C>
 Net sales                                                                          $   29,322,949     $    27,910,513
 Cost of sales                                                                         (25,604,207)        (27,495,081)
                                                                                    ---------------    ----------------

             Gross profit                                                                3,718,742             415,432

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                                                       (278,190)           (791,053)
     Other                                                                                 (67,509)            (27,208)
                                                                                    ---------------    ----------------

             Income (loss) from operations                                               3,373,043            (402,829)

 Other income (deductions):
     Interest expense                                                                   (3,414,712)         (3,537,360)
     Other income                                                                           31,600              21,579
                                                                                    ---------------    ----------------

               Net loss                                                             $      (10,069)    $    (3,918,610)
                                                                                    ===============    ================
 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,
                                                -----------------------------------
                                                        2001               2000
<S>                                             <C>                 <C>
 Operating activities:
     Net income (loss)                          $       (10,069)    $   (3,918,610)
     Adjustments to reconcile net income(loss)
           to net cash provided by
           operating activities:
       Depreciation and depletion                     2,810,136          2,821,485
       Amortization of deferred financing
         costs                                          165,902            173,890
       Loss on disposal/write-down of property,
         plant and equipment                               -               160,400
     Changes in current assets and liabilities:
       Accounts receivable                              926,464           (682,061)
       Inventory                                     (1,907,164)           235,001
       Other current assets                             176,457           (137,358)
       Accounts payable and accrued
         liabilities                                   (343,835)          (200,552)
       Accrued interest payable                       2,465,972          2,498,944
                                                ----------------   ----------------

             Cash provided by operating
                   activities                         4,283,863            951,139
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                 (1,359,827)          (508,552)
                                                ----------------   ----------------

             Net cash used in investing
                   activities                        (1,359,827)          (508,552)
                                                ----------------   ----------------

 Financing activities:
     Principal payments on long-term debt            (1,535,105)        (2,206,899)
     Tax distribution to parent                        (578,152)
     Contributions to capital from parent                 -              1,500,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (2,113,257)          (706,899)
                                                ----------------   ----------------

             Net increase (decrease)in cash             810,779           (264,312)

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

               Cash and short-term
                     investments, end of
                     period                     $     1,493,108    $       716,887
                                                ================   ================

 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 March 31, 2001 and December 31, 2000 and
     the Company's  condensed results of operations for the three-month  periods
     ended  March  31,  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  three-month  period ended March 31, 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 three months ended March 31, 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 March 31,  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 ended March 31, 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 three months ended March 31, 2001 $578,152 was paid
     to Brant-Allen to pay such tax liabilities.

3.   No provision for income taxes is required in the financial statements since
     each owner 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:

                                     March 31, 2001       December 31, 2000
                                     ---------------      -----------------

          Raw materials              $    2,346,049       $      2,427,336
          Stores                          8,014,753              8,148,930
          Finished goods                  4,197,440              2,074,812
                                     ---------------      -----------------
                                     $   14,558,242       $     12,651,078
                                     ===============      =================


5.   Long-term debt consisted of:

                                             March 31, 2001   December 31, 2000
                                            ----------------  -----------------

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

     Term Loan Facility                          18,508,276         18,508,276

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

     Long-term purchase obligations                  58,389             93,494
                                            ----------------  -----------------
                                                131,566,665        133,101,770
     Less current portion                            58,389             93,494
                                            ----------------  -----------------
                  Total long-term debt      $   131,508,276   $    133,008,276
                                            ================  =================



                                        4
<PAGE>


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

6.   The Company charged 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  $8,000 and
     $66,000   during  the  three   months   ended  March  31,  2001  and  2000,
     respectively.

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


                                             March 31, 2001   December 31, 2000
                                            ----------------  -----------------

      Due from Brant-Allen                  $        45,918   $        36,986
      Due from Newsprint Sales                      260,970           157,379
      Due from F.F. Soucy, Inc. and Partners         31,190            11,791
      Due from F.F. Soucy, Inc.                      13,367             5,053
      Due to Timberlands                            368,534           377,028


7.   The  Financial  Accounting  Standards  Board  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  of  financial  position  as  the  Company  has  no
     derivatives.

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



                                        5
<PAGE>
ITEM 2.

                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  impact 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 generally  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, 2001, COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

Net sales  increased by $1.4  million,  or 5.0%,  to $29.3  million in the first
quarter of 2001,  from $27.9 million in the first quarter of 2000. This increase
was  attributable  to a 19.0%  increase in the average net selling  price of the
Company's  products and was offset in part by a 11.8%  decrease in sales volumes
to  approximately  49,950  metric tons  ("tonnes") in the first quarter of 2001,
from approximately 56,600 tonnes in the first quarter of 2000. The Company's net
selling  price for  newsprint  increased  to an average of $587 per tonne in the
first  quarter of 2001 from an average of $493 per tonne in the first quarter of
2000.

Cost of sales decreased by $1.9 million,  or 6.9%, to $25.6 million in the first
quarter of 2001 from $27.5 million in the first  quarter of 2000.  This decrease
was  attributable  primarily to the decrease in sales volumes,  offset by a 5.6%
increase  in  unit   manufacturing   cost  per  tonne.   The  increase  in  unit
manufacturing  cost per tonne was a result  of a major  increase  in the cost of
energy as well as an overall increase in the general  manufacturing costs during
the first quarter of 2001.  Cost of sales as a percentage of net sales decreased
to 87.3% in the first  quarter of 2001,  from 98.5% in the first quarter of 2000
due to a net increase in  newsprint  selling  prices since the first  quarter of
2000 and offset by the increase in unit costs of manufacturing as noted above.

The Company's  selling,  general and  administrative  expenses decreased by $0.5
million,  or  57.8%,  to $0.3  million  in the first  quarter  of 2001 from $0.8
million in the first quarter of 2000. This decrease was  attributable to the 200
basis points  reduction in the management fee payable 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 $3.8
million to $3.4 million in the first quarter of 2001 from a loss of $0.4 million
in the first quarter of 2000.

The Company's interest expense decreased $0.1 million,  or 3.5%, to $3.4 million
in the first  quarter of 2001  compared to $3.5 million in the first  quarter of
2000, due to a decrease in interest rates of approximately  100 basis points and
repayments on the Company's Term Loan Facility and a decrease in the outstanding
Revolving Credit Facility.

As a result of the above factors,  the Company reported a net loss of $10,000 in
the first  quarter  of 2001  compared  to net loss of $3.9  million in the first
quarter 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.



                                        6
<PAGE>
The  Company's  cash and  short-term  investments  at March  31,  2001 were $1.5
million,  representing an increase of $0.8 million from $0.7 million at December
31, 2000.  Net cash  provided by operating  activities  was $4.3 million for the
first  quarter of 2001  compared to $0.9  million in the first  quarter of 2000.
Cash used in financing  activities in the first quarter of 2001 was $2.1 million
compared to $0.7 million in the first quarter of 2000 and cash used in investing
activities  in the  first  quarter  of 2001 was $1.4  million  compared  to $0.5
million for the first quarter of 2000. In total,  $3.5 million was used to cover
capital  expenditures of $1.4 million,  a tax distribution of $0.6 million and a
reduction in long-term debt including purchase  obligations of $1.5 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  current  debt-service  obligations  and fund
capital expenditures.

In the first quarter 2001, the Company's  cash provided by operating  activities
increased by 350.4% to $4.3 million from $1.0 million in the first quarter 2000,
primarily due to higher selling prices offset in part by lower sales volumes and
higher per unit costs of sales  resulting in a net loss in first quarter of 2001
of $10,000 compared to net loss of $3.9 million in the first quarter of 2000.

The Company  made capital  expenditures  of $1.4 million and $0.5 million in the
first quarter of 2001 and the first quarter 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
and cost reduction projects.

At March 31, 2001, the Company had approximately $131.6 million of indebtedness,
consisting of borrowings of $13.0 million under the Revolving  Credit  Facility,
$18.5  million  under the Term Loan  Facility,  $100 million under the Notes and
approximately $0.1 million in long term purchase obligations. In addition, $12.0
million was available in unused  borrowing  capacity under the Revolving  Credit
Facility.




                                        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)








                                        9