FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended             December 31, 1996                   

                          Commission File No. 0-1051

                           CONSOLIDATED PAPERS, INC.
                           (A Wisconsin Corporation)

                  IRS Employer Identification No. 39-0223100

                    Wisconsin Rapids, Wisconsin 54495-8050
                          Telephone No. 715-422-3111
                                                                              
Securities registered pursuant to Section 12(b) of the Act:

     Title of each class             Name of each exchange on which registered
Common Stock, Par Value $1.00                 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None
                                                                              
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 by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K. (X)

The aggregate market value of March 11, 1997 of the voting stock held by 
nonaffiliates of the registrant was approximately $1.43 billion, based upon 
the NYSE closing price on March 11, 1997 and an estimate that 60.6% of the 
stock is owned by nonaffiliates.

On March 11, 1997 there were 44,779,946 shares of common stock outstanding.

Information required by Items 10, 11, and 12 of Form 10-K is incorporated by 
reference (except as specifically excepted in the Proxy Statement) into 
Part III hereof from the registrant's Proxy Statement to Shareholders for the 
Annual Meeting of Shareholders to be held April 28, 1997.
PART I

Item 1.  BUSINESS.

Consolidated Papers, Inc. was incorporated in Wisconsin in 1894.  The company 
and its subsidiaries (collectively, the "Company") operate primarily in the 
pulp and paper industry.  Operations in pulp and paper involve the manufacture 
and sale of enamel printing paper (also known as coated printing paper) and 
supercalendered printing paper for the printed communications industry, coated 
specialty papers used largely in the packaging and labeling of food and 
consumer products, and the manufacture of pulp and recycled pulp for use in 
the manufacture of these papers.  The Company also manufactures paperboard, 
paperboard products and corrugated products.  Integrated in the business are 
electrical power operations, which have nominal sales to others.

Effective July 1, 1995, the Company acquired Niagara of Wisconsin Paper 
Corporation, Niagara, Wisconsin, a manufacturer of coated groundwood 
publication papers; Lake Superior Paper Industries, Duluth, Minnesota, a 
manufacturer of supercalendered paper; and Superior Recycled Fiber Industries, 
Duluth, Minnesota, a producer of high-quality recycled pulp from post-consumer 
wastepaper.

The Company's principal product is coated printing papers.  The Company is 
North America's largest manufacturer of these papers and a leading 
manufacturer of supercalendered printing papers for the printing and 
publishing industries.  In addition, the Company is the largest manufacturer 
of lightweight coated specialty papers in the United States.

The percent of coated printing paper sales to total sales was 80.7% (1992), 
79.8% (1993), 80.0% (1994), 76.7% (1995) and 72.4% (1996).

Coated and supercalendered printing papers are sold directly to magazine and 
catalog publishers and through paper merchants to publishers and commercial 
printers.  Distribution of other paper products is by means of direct sales to 
quantity users.

<TABLE>
              DISTRIBUTION OF COATED PRINTING PAPER SALES IN TONS
<CAPTION>
                                   Direct
                                  Publisher           Merchant
                                  Accounts            And Other
                 Year                 %                   %     
                 <S>                 <C>                 <C>
                 1992                61%                 39%
                 1993                56%                 44%
                 1994                52%                 48%
                 1995                52%                 48%
                 1996                49%                 51%

The Company competes in the coated printing paper market, supercalendered 
printing paper market, and coated specialty paper market (1) by providing 
paper of high quality incorporating special qualities desired by its 
customers, (2) by pricing its products competitively, and (3) by emphasizing 
service to customers in the form of prompt attention to orders, prompt and 
reliable delivery of products to customers, and technical assistance to 
printers that use the Company's products.

Few paper manufacturers have unique qualities in coated papers or coated 
specialty papers, or unique machines or secret processes that give them a 
strong competitive advantage over other paper manufacturers.  Because of this, 
price competition is a more important marketing factor during periods of 
excess supply of, or low demand for, this product.  These two factors often 
occur at once.

The Company competes in the coated printing paper market with other paper 
companies, some of which are substantially larger, more diversified, and with 
greater financial resources.  However, the Company is the largest manufacturer 
of coated printing papers in North America, having shipped 1,111,931 tons of 
coated printing papers in 1996, which represents approximately 17% of the U.S. 
market for this product.  Sales to Unisource, a paper merchant, as a percent 
of net sales, amounted to 13% in 1996.  The Company's principal U.S. 
competitors are Blandin Paper Company, a subsidiary of Fletcher Challenge 
Canada Ltd.; Bowater Incorporated; Champion International Corporation; Crown 
Vantage Inc.; International Paper Company; Mead Corporation; Repap Wisconsin 
Inc., an affiliate of Repap Enterprises Corporation Inc.; the Northwest Paper 
Division of Potlatch Corporation; S.D. Warren, a subsidiary of Sappi Ltd.; 
Westvaco Corporation; and Madison Paper Industries.

The Company's energy sources during 1996 were:

                      <S>                           <C>
                      Coal                          28.0%
                      Process Waste                 42.1%
                      Natural Gas                   12.6%
                      Electricity                   16.9%
                      Petroleum products              .4%

The Company experienced no shortages of energy in 1996.  The Company currently 
purchases 85% of its coal requirement under two contracts, one for low-sulfur 
western U.S. coal, and the other for Kentucky coal, both of which expire 
December 31, 1999.  The remaining 15% of its coal requirement is purchased on 
annual contracts.  Coal is currently in ample supply, and we anticipate no 
supply problems in 1997.

The Company is in the first year of a six-year agreement for the firm 
transportation of approximately 57% of its total natural gas supply.

Approximately 43% of the Company's natural gas consumption is in the 
interruptible category, which means it is subject to reduction in supply 
whenever cold weather or other events decrease the amount of pipeline gas 
available.  When such reductions occur, production is maintained by 
substituting fuel oil or propane, of which the Company has an adequate supply. 
Natural gas is currently in good supply and minimal interruption is expected 
in 1997.

The Company is integrated through ownership of forest lands and through its 
own pulp-producing facilities.  The harvest during 1996 from Company lands 
produced 10% of the wood used in the Company's pulp mills.  Wood used in the 
Company's pulp mills from non-Company land came from independent producers who 
obtain their wood products from public and private lands, and from sawmill 
residues.  The Company was able to acquire an adequate supply of pulpwood and 
wood chips during 1996 and expects that its regular suppliers will be able to 
furnish it with an adequate supply of pulpwood and wood chips for 1997 
operations.

The Company also purchases market pulp on a regular basis and purchased 24.1% 
of the total pulp consumed by the Company's paper mills during 1996. The 
Company has been able to acquire sufficient pulp to operate its mills at 
planned rates to date and has contracts and other arrangements for 100% of its 
anticipated requirements for 1997.  Market pulp is currently in ample supply, 
and the Company anticipates no supply problems in 1997.

The principal raw materials consumed in the manufacture of kraft pulp include 
pulpwood, chlorine dioxide, caustic soda, oxygen, hydrogen peroxide, sulfuric 
acid, sodium chlorate, and lime.  The principal raw materials consumed in the 
manufacture of coated papers include kraft pulp, groundwood pulp, 
thermomechanical pulp, starch, soya protein, clay, calcium carbonate, latex, 
and titanium dioxide pigment.

The Company has multiple sources for all principal raw materials consumed and 
purchases most raw materials from domestic sources.  The majority of the 
purchased kraft pulp is imported from Canada, along with small quantities of 
wood chips.  During 1996, the Company was able to procure adequate supplies of 
all principal raw materials and thus experienced no interruptions of 
production due to materials shortages.  Most raw materials remain in good 
supply.  The Company expects no interruptions of production due to materials 
shortages.

The Company has various patents but does not believe its business is dependent 
on any one patent or group of patents.

The Company spent an estimated $6.5 million in 1996, $5.8 million in 1995, and 
$5.9 million in 1994 on research and development.  These funds were devoted to 
the development of improved processes and new process control systems, the 
development of new products and the improvement of existing products, and 
environmental projects.

The Company is committed to complying with all state and federal environmental 
regulations.

The Company remains in compliance with all conditions and limitations of its 
wastewater permits.  The Company continues to invest capital funds to upgrade 
wastewater treatment facilities in preparation for production increases and 
future regulations.  During 1996, the Company expanded the Water Renewal 
Center at a cost of $7 million, in anticipation of the startup of a new paper 
machine at Stevens Point Division. The expansion included a primary clarifier, 
aeration basin, secondary clarifier, sludge dewatering press, parshall flume 
and effluent sampling station.

The Company has received general tier 1 storm-water discharge permits for its 
applicable operations.  The permits include a pollution-prevention plan and 
best-management practices and may require storm-water sampling and testing and 
pollution control.  The Company has defined storm-water permit requirements 
and schedules, and is in the process of implementing a cost-effective strategy 
to comply.  The storm-water permit requirements are not expected to cause 
material changes in the Company's business or affect its competitive position. 

Clean Air Act operating permit applications for all of the Company's major 
sources have been submitted to the Wisconsin Department of Natural Resources 
(WDNR).  The WDNR is required to issue all major source air operating permits 
by April 1998.  Our facilities are allowed to continue to operate under 
existing permits until the new air operating permits are issued.  The air 
operating permit requirements are not expected to cause material changes in 
the Company's business or affect its competitive position.

On June 20, 1996, the Environmental Protection Agency (EPA) published the 
final accidental release prevention rules.  The risk management rules require 
applicable facilities to develop, submit and register a risk management plan 
by June 21, 1999.  The Company is developing cost-effective plans to comply.

The Company remains in compliance with the monitoring and reporting 
requirements of state groundwater regulations applicable to its active and 
inactive landfills.  The Company continues to explore solid waste reduction 
and recycling alternatives to decrease costs and reliance on landfills.  The 
Company obtained regulatory approval to restart its ConsoGro (Water Quality 
Center (WQC) wastewater treatment biosolids) agricultural landspreading 
program in 1993.  The ConsoGro program began operation on November 1, 1993.  
The Company's Niagara facility initiated its NiAGro (wastewater treatment 
biosolids) agricultural landspreading program on May 3, 1996.  The ConsoGro 
and NiAGro programs reduce dependence on landfills and benefit the local 
agricultural community and environment. The Company continues to distribute 
lime sludge from its kraft pulp mill as an agricultural liming agent and for 
use to neutralize wastewater. The Company completes landfill site life 
evaluations annually to assure adequate lead time for permitting and 
constructing required new sites. The Company obtained all approvals and 
permits to expand landfill capacity at the WQC and Niagara during 1996.  
Niagara's new landfill was completed during the year at a cost of $2.3 
million.  Clearing and base grading of WQC's landfill expansion will begin in 
1997 with construction scheduled as needed.  Construction of a fourth landfill 
cell at our Water Renewal Center is also scheduled for 1997.  At this time, 
the Company is unable to predict the effect of future landfill or groundwater 
regulations.

The Company's Hazardous Materials committee continues to ensure timely and 
full compliance with all regulations applicable to the purchase, 
transportation and disposal of hazardous materials.  The committee also 
ensures compliance with the Department of Transportation rules regarding 
training of all employees who handle and transport hazardous materials.

The unintended generation of dioxin is a global concern and was a challenge 
for the paper industry.  The industry's use of elemental chlorine in the pulp-
bleaching process has been linked to the formation of trace amounts of 
dioxins, furans, chloroform and other chlorinated organics.  The Company has 
developed a multiphase program to reduce the use of elemental chlorine in the 
pulp-bleaching process.  Phase I of the chlorine-reduction program was 
completed in 1992 and included improved hardwood brownstock washing, increased 
substitution of chlorine dioxide in the first stage of pulp bleaching and use 
of hydrogen peroxide and oxygen in the caustic-extraction stage.  Phase II of 
the chlorine-reduction program was completed in 1993 and included the addition 
of softwood oxygen delignification and associated brownstock washing.  The 
Company has been using oxygen delignification on hardwood since 1986.  Phase I 
produced nondetectable levels of dioxin (2, 3, 7, 8-TCDD) in our treated 
wastewater effluent and assured compliance with permit limits.  Phase II was 
optimized during 1994 with emphasis on further reducing elemental chlorine.  
Phase II has resulted in nondetectable levels of dioxin (2, 3, 7, 8-TCDD) in 
pulp and wastewater treatment plant sludge and also has significantly reduced 
the formation of other chlorinated organics, including chloroform.  Phase II 
also resulted in the elimination of elemental chlorine in the bleaching of 
softwood pulp, achieving the commonly referred to status of elemental 
chlorine-free (ECF).  In March 1994, the Company announced further chlorine-
reduction plans.  In late 1996, the Company eliminated elemental chlorine from 
its kraft pulp by using chlorine dioxide in the first stage of bleaching.  
Phase III of our chlorine-reduction program has eliminated the use of chlorine 
dioxide in the first stage of the hardwood pulp-bleaching process.  Our new 
ECF pulp-bleaching process utilizes chlorine dioxide on softwood and high-
consistency ozone on hardwood to replace chlorine dioxide in the first stage 
of bleaching.  All equipment for Phase III has been installed and began 
operation in early 1997.  We will define technology options, implementation 
schedules and budgets to meet future regulatory requirements and market 
demand.  The Company continues to evaluate the technical and economical 
feasibility of nonchlorine (TCF) bleaching if required by future regulation or 
the marketplace.

The Company remains in compliance with all provisions of emergency planning 
community right-to-know legislation and federal and state underground storage 
tank regulations.  Environmental activities are directed at protecting the 
environment through both pollution control and pollution prevention.  The 
Company actively participates in the Wisconsin Paper Council's innovative 
pollution prevention partnership with the WDNR.  The Company continues to look 
for cost-effective pollution prevention opportunities.

Internal multimedia environmental audits were completed during 1996 to assure 
compliance with environmental laws and regulations.

At the end of 1996 the Company employed approximately 5,930 people, 
essentially all of whom were full-time employees.

                     EXECUTIVE OFFICERS OF THE REGISTRANT

                                    Officer
           Name              Age     Since              Positions
   <S>                       <C>     <C>     <C>
   George W. Mead            69      1971    Chairman of the Board 
   Gorton M. Evans           58      1989    President and
                                               Chief Executive Officer
   William P. Orcutt         68      1977    Senior Vice President
   James R. Kolinski         58      1993    Vice President, Manufacturing
   Ronald E. Swanson         47      1995    Vice President, Manufacturing
   David A. Krommenacker     54      1994    Vice President
   John T. Hurley            62      1995    Vice President, Marketing
   Richard J. Kenney         56      1989    Vice President, Finance
   Carl H. Wartman           44      1990    Secretary and General Counsel
   James E. Shewchuk         60      1989    Controller
   John D. Steinberg         61      1990    Treasurer

All executive officers of the Company are elected annually by the Board of 
Directors.

All of the executive officers of the Company have served in executive or 
managerial positions in the Company for the past five years.

Item 2.  PROPERTIES.

The Company, at the close of 1996, operated eleven manufacturing plants in 
seven municipalities.  The following table describes the Company's facilities.

                  No.                                     Sq. Ft.
                Manufac-                                Production,     Plant
                 turing          Plant                    Office,       Sites
  Industry       Plants        Locations                Whse. Space    (Acres)
<S>                <S>     <C>                           <C>            <C>
Paper and pulp     11      4 - Wisconsin Rapids, WI)
                           1 - Biron, WI           )
                           1 - Whiting, WI         )     8,359,663      1,061
                           1 - Stevens Point, WI   )
                           1 - Adams, WI           )
                           1 - Niagara, WI         )
                           2 - Duluth, MN          )

Equipment in operation at the close of 1996 included 19 paper machines, two 
continuous kraft-pulp digesters, one recycled pulp mill, one paperboard 
machine, one corrugating machine, and electrical production facilities with a 
nameplate rated capacity of 222,043 KW (with actual capacity at any time 
subject to boiler capacity and river flow availability for electrical 
production).

The Water Quality Center in Wisconsin Rapids is a pollution-abatement facility 
on a 475-acre site which treats the mill effluent of two paper mills and one 
pulp mill.

The Water Renewal Center near Stevens Point is a pollution-abatement facility 
on a 192-acre site that currently treats the effluent of two paper mills.

Available capacity utilization during 1996 was 86.2% for coated papers and 
84.1% for supercalendered papers.  Production facilities are considered to be 
well maintained and adequate for their purpose.

The Company owns 330,728 acres of timberlands in the United States and 356,927 
acres in Canada.  A forest-management plan prescribes allowable cuts on all 
timberlands with the objective of maximum return from this resource while 
keeping harvests in balance with growth.

Item 3.  LEGAL PROCEEDINGS.

There were no pending legal proceedings other than ordinary litigation of a 
nonmaterial nature incidental to the business of the Company.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the 
fourth quarter of the fiscal year covered by this Form 10-K.

                                   PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

The number of record holders of the Company's common stock as of December 31, 
1996 is 6,735.

The Company's common stock is traded on the New York Stock Exchange.  The 
Company's symbol is CDP.

                 COMMON STOCK MARKET PRICE AND CASH DIVIDENDS

                   First       Second         Third       Fourth
                  Quarter      Quarter       Quarter      Quarter       Year

1996
<S>               <C>          <C>           <C>          <C>          <C>
High              $ 57.75      $ 57.88       $ 54.88      $ 52.75      $ 57.88
Low                 50.00        49.75         49.13        48.25        48.25
Close               56.25        52.00         52.00        49.13        49.13
Cash dividend         .42          .42           .42          .42         1.68

1995

High              $ 50.38      $ 57.63       $ 64.88      $ 65.38      $ 65.38
Low                 44.88        47.63         54.50        53.00        44.88
Close               49.75        57.63         55.88        56.13        56.13
Cash dividend         .32          .37           .37          .37         1.43

Item 6.  SELECTED FINANCIAL DATA.

                       FIVE-YEAR COMPARISON OF SELECTED
                                FINANCIAL DATA
                       FOR THE YEARS 1992 THROUGH 1996

(Dollars in thousands, except per share data)

 Year                    Net Income                                   Cash
 Ended                             Per       Total      Long-Term   Dividends
Dec. 31  Net Sales     Amount     Share      Assets        Debt     Per Share
 <S>    <C>          <C>         <C>      <C>           <C>          <C>
 1996   $ 1,545,091  $ 179,285   $ 4.01   $ 2,532,242   $ 272,467    $ 1.68
 1995     1,579,061    229,230     5.16     1,933,061     197,000      1.43
 1994     1,027,551     86,734     1.97     1,499,511      68,000      1.28
 1993       947,336     64,195     1.46     1,467,067     121,000      1.28
 1992       904,232     12,359      .28     1,486,967     171,000      1.28


1996 amounts reflect a lower 1996 tax rate, resulting in a benefit of 12 cents 
per share, all recorded in the fourth quqarter.

	1995 amounts reflect acquisition, effective July 1, 1995, of Niagara of 
Wisconsin Paper Corporation, Lake Superior Paper Industries and Superior 
Recycled Fiber Industries.

1994 amounts reflect the change in estimated useful lives of machinery and 
equipment used in the pulp and papermaking process to a 20-year period versus 
the former 16-year period.

	1992 amounts reflect the cumulative effect of changes in accounting principles 
for the adoption of Financial Accounting Standards No. 106, "Employers' 
Accounting for Postretirement Benefits Other than Pensions" and Financial 
Accounting Standards No. 109, "Accounting for Income Taxes."

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Financial Condition and Results of Operations.

Effective July 1, 1995, the Company completed the acquisition of Niagara of 
Wisconsin Paper Corporation in Niagara, Wisconsin, and Lake Superior Paper 
Industries and Superior Recycled Fiber Industries, both in Duluth, Minnesota. 
The operating results of the acquired companies subsequent to the acquisition 
date are included in the Consolidated Statements of Income.  Details for the 
funding of the acquisition are included in Note 2 of the Notes to Consolidated 
Financial Statements.

Sales and Cost of Sales.

Net sales were $1.5 billion in 1996, compared with the 1995 record year of 
$1.6 billion and the 1994 net sales of $1.0 billion.  Record shipments of 
1,553,000 tons were an increase of 4% over the previous record year of 1995.  
Gross margin as a percent of sales was 23.9% in 1996, compared with 28.6% in 
1995 and 19.5% in 1994.  The lower 1996 margin was due to lower selling 
prices, coupled with less-than-full running conditions only partially offset 
by lower pulp costs and better productivity.

Plant Operations.

Groundwood-free coated shipments (primarily Wisconsin Rapids and Converting 
divisions) decreased slightly (about 3%) due to less-than-capacity operations 
mostly offset by continued productivity improvements on all machines.  During 
1996, the Wisconsin Rapids Division, excluding the No. 11 paper machine, 
operated at 81% of available capacity, compared with 97% in 1995 and 91% in 
1994. The industry average capacity utilization was 86% for groundwood-free 
grades in 1996, 92% in 1995 and 91% in 1994.  The Wisconsin Rapids Division's 
smallest machine (No. 11) did not operate in 1996.  The machine was idled in 
1992 and has since only operated during the period of March 1995 through 
November 1995.  On average, selling prices decreased 4% in 1996, following 
increases in late 1994 and early 1995.  The Converting Division, which 
converts heavier-weight groundwood-free coated rolls into sheets, operated at 
95% of available capacity, compared with 89% in 1995 and 92% in 1994.

Although Niagara Division shipments are included for the full year of 1996, 
groundwood coated shipments (Biron, Wisconsin River and Niagara) declined 5% 
due to less-than-capacity operations at all divisions.  The divisions operated 
at only 85% of available capacity in 1996.  Biron and Wisconsin River 
divisions operated at 100% of available capacity in 1995 and 94% in 1994, 
while Niagara operated at 97% during the second half of 1995.  The U.S. 
industry average capacity utilization was 87% for groundwood grades in 1996, 
94% in 1995 and 93% in 1994.  During 1996, selling prices declined 29%, 
following an increase of 35% in 1995 and a decline of 6% in 1994.

Lake Superior Paper Industries (supercalendered groundwood paper) operated at 
84% of available capacity in 1996, compared with 100% during 1995.  Weak 
markets during 1996 resulted in selling prices declining to late 1994 levels, 
reversing the 40% increase in 1995.

The Stevens Point Division's coated specialty paper shipments declined 3% in 
1996 compared with 1995.  This followed a decline in shipments for 1995 of 1% 
and an 11% increase for the record year 1994.  Operations were at 99% of 
available capacity for 1996, compared with 97% in 1995 and 100% in 1994.  
Selling prices decreased 8%, reversing price increases of 8% implemented 
during the first half of 1995.

Paperboard products shipments increased 5% and corrugated products shipments 
increased 3% in 1996.  The paperboard products and corrugated products 
businesses both operated in highly competitive markets and continued their 
marketing emphasis on producing high-value-added specialty products.

Superior Recycled Fiber Industries operated at 85% of available capacity in 
1996, compared with 100% in 1995.  Cost reductions for scrap paper during the 
fourth quarter of 1995 continued in 1996, resulting in selling-price 
reductions for recycled pulp during 1996.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses increased $12 million in 1996 to 
$79 million, compared with increases of $4 million in 1995 and $1 million in 
1994.  The larger-than-normal 1996 increase reflects a full year's costs for 
the July 1995 acquisition.

Other Income and Income Taxes.

Other income (expense) was ($2 million) in 1996 and ($4 million) in 1995, an 
improvement of $2 million, compared with a decrease of $10 million in 1995 and 
an improvement of $9 million in 1994.  Included in the interest expense and 
interest income for 1996 is $9 million and $11 million, respectively, 
resulting from the sale and leaseback of two paper machines. Details are 
included in Note 6 of the Notes to Consolidated Financial Statements.

Effective tax rates were 38.0%, 39.8% and 39.2% in 1996, 1995 and 1994, 
respectively.  The decrease in the rate in 1996 is due to refinements in the 
allocation of taxable income into lower taxed states and some resolutions of 
long-standing tax audits.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

Current Account Changes.

The July 1995 acquisition was accounted for as a purchase, and the assets and 
liabilities, which have been stated at their fair value, affect the comparison 
to prior periods.  Accounts receivable in 1996 decreased by $14 million, 
compared with increases of $52 million and $27 million in 1995 and 1994, 
respectively.  The decrease was principally due to lower selling prices and 
volume, a result of the weak paper market.  The days' sales outstanding has 
not materially changed, and the Company believes its collection period is well 
within the industry's standards.  Inventories increased $6 million compared 
with 1995, with finished goods increasing $6 million due to the Company 
maintaining higher inventory levels to be more responsive to customer needs.  
Raw materials decreased $8 million, primarily as a result of lower inventory 
levels, which were partially offset by a $7 million increase in stores 
supplies.

The year-end ratio of current assets to current liabilities was 2.0:1 in 1996 
and 1.3:1 in 1995 and 1994, with most of the 1996 increase resulting from no 
current maturity of long-term debt at the end of 1996.

Capital Commitments and Spending.

At the end of 1996, authorized but uncompleted capital commitments totaled 
$122 million.  A 1997 capital approval budget of $180 million is in place.  
This $180 million, plus the $122 million carry-over from 1996, less 
anticipated carry-over of $102 million at the end of 1997, will result in 
planned capital spending of $200 million in 1997, compared with expenditures 
of $288 million in 1996, $159 million in 1995 and $98 million in 1994.  The 
major 1996 expenditures included $100 million for a paper machine addition at 
the Stevens Point Division, $10 million for a new finishing winder at the 
Biron Division, $20 million toward the third phase of a chlorine-reduction 
program at the Kraft Division, and $8 million for a new fiber-handling system 
at the Niagara Division.  The 1997 capital approval budget for $180 million 
consists of $155 million for necessary replacement and quality projects, $21 
million for high-return projects, and $4 million for environmental-control 
projects.  Included in the 1997 approval budget is $73 million for new 
projects for the operations acquired in 1995.

Long-term Debt.

The Company's borrowings as of year end were $272 million, an increase of 
$5 million, following an increase of $149 million in 1995 and a decrease of 
$53 million in 1994.  Cash generated was not sufficient to fund the 
$288 million 1996 capital spending program, and a $35 million refinancing of a 
groundwood mill lease at the Niagara Division (previously an off-balance-sheet 
operating lease). Current external financing assures adequate capital to fund 
existing and projected projects, and any future positive cash flow will be 
used to pay down debt.  Interest incurred, excluding interest related to the 
sale and leaseback of two paper machines, totaled almost $13 million in 1996, 
with $6 million charged against income and $7 million capitalized as part of 
the cost of related capital projects.

Substantially all of the machinery and equipment at Lake Superior Paper 
Industries are under operating leases.  The Company has options under these 
leases to purchase the interests of the owner participants at set prices at 
various times during the leases and again at the conclusion of the leases for 
the then fair market value of the equipment.  If the Company purchases the 
interests of the equity participants, the Company would be required to assume 
related debt secured by the leased equipment.  Under the Lake Superior Paper 
Industries leases, the Company has options at the end of 1997 to buy out the 
equity participants for $164 million and assume related debt of $158 million. 
The Company expects that adequate financing will be available if these options 
are exercised.  

As discussed in Note 6 of the Notes to Consolidated Financial Statements, the 
Company entered into sale and leaseback transactions for two paper machines 
during 1996.  These leases are capital in nature, resulting in lease 
obligations of $472 million at December 31, 1996.  Because deposits of $433 
million at December 31, 1996, are believed to be adequate for future lease 
payments, the Company will not need to generate or borrow significant 
additional funds to make the required lease payments.

Environmental Matters.

The paper industry is subject to extensive environmental regulations, many of 
which require significant capital and operational expenditures.  The Company 
recently completed a multiphase chlorine-reduction program involving equipment 
and process changes at the Kraft Division.  This program is designed to ensure 
compliance with dioxin wastewater permit limitations and with Wisconsin 
regulations requiring best-available chloroform emission control technology.  
Mechanical pulp is bleached using a totally chlorine-free process.

The Clean Air Act Amendments of 1990 and the Clean Water Act Effluent 
Guidelines Limitations are expected to have a significant financial impact on 
the paper industry.  The U.S. Environmental Protection Agency (EPA) proposed 
rules to reduce the discharge of water pollutants and emissions of hazardous 
air pollutants from the pulp and paper industry.  These proposed regulations 
are commonly referred to as the "Cluster Rule." The Company's review of the 
most recently proposed Cluster Rule indicates that additional capital 
expenditures of approximately $25 million for process and equipment changes 
may be required three years after the Cluster Rule is final.  Additional 
annual operating costs of approximately $9 million also may be required.  The 
Cluster Rule is subject to further change prior to final promulgation, which 
is now expected in the spring of 1997.

In March 1995, the EPA issued final water quality guidance for the Great Lakes 
system.  This guidance, known as the Great Lakes Initiative (GLI), establishes 
a mechanism for dealing with toxic pollutants, which is to be followed by all 
Great Lakes states, and will be applicable to all of the Company's 
manufacturing operations.  Affected states have until March 1997 to adopt the 
provisions of the GLI, which has been challenged in court by the paper 
industry and other impacted parties.  Compliance with the GLI may require 
additional capital expenditures and increased operating costs.

The Company is a potentially responsible party with respect to several 
hazardous waste sites under the Comprehensive Environmental Response, 
Compensation, and Liability Act (CERCLA).  While CERCLA provided for joint and 
several liability, remediation costs are generally allocated among waste 
generators and others involved with the site.  The Company has accrued 
approximately $1 million for its share of estimated cleanup costs at these 
sites.  These accruals are reviewed periodically and adjusted when 
appropriate.

The state of Wisconsin has undertaken sediment remediation studies on various 
watershed systems, including the Wisconsin River and the Fox River.  Also, the 
U.S. Department of the Interior has notified several companies of its intent 
to pursue natural resource damage claims with respect to the Fox River. The 
Company's Appleton Division, closed in 1982, was on the Fox River.  To date, 
the Company has not been involved in any discussions concerning the Fox River. 
Substantially all of the Company's central Wisconsin manufacturing operations 
use water from and discharge treated effluent into the Wisconsin River.  The 
Company does not know whether remedial actions will be undertaken with respect 
to the Wisconsin River, but expects to be involved in ongoing studies of the 
Wisconsin River system and in any sediment remediation activities on this 
system.

The Company is engaged in lagoon closure activities and groundwater studies at 
its Niagara facility.  See Note 1 of the Notes to Consolidated Financial 
Statements - Environmental Matters.

Management believes that the resolution of existing environmental matters will 
not have a material impact on the Company's results of operations.

Forward Looking Statements

Certain statements in Management's Discussion and Analysis and elsewhere in 
the Company's Annual Report to Shareholders may constitute forward-looking 
statements within the meaning of the Private Securities Litigation Reform Act 
of 1995.  Because these forward-looking statements include risks and 
uncertainties, actual results may differ materially from those expressed in or 
implied by the statements.  Factors that could cause actual results to differ 
include, among other things: (1) increased competition from either domestic or 
foreign paper producers, including increases in competitive capacity through 
construction of new mills or conversion of older facilities to produce 
competitive products; (2) variations in demand for the Company's products; (3) 
changes in the cost or availability of the raw materials used by the Company, 
particularly market pulp and wood; (4) costs of compliance with new 
environmental laws and regulations; and (5) decisions by the Company to make a 
significant acquisition or a significant increase in production capacity.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

Consolidated Balance Sheets         Consolidated Papers, Inc. and Subsidiaries


                                                   As of December 31      
(Dollars in thousands)                       1996         1995         1994   
Current Assets
<S>                                  <C>            <C>           <C>
Cash and cash equivalents            $     12,928   $     5,372   $     8,155
Accounts and notes receivable, 
  net of reserves of $5,313 in 1996,
  $4,628 in 1995 and $4,066 in 1994       126,103       140,072        88,462
Inventories
  Finished and partly finished
    products                               55,474        49,651        29,078
  Raw materials                            39,428        47,068        26,380
  Stores supplies                          43,052        35,724        32,555
                                          137,954       132,443        88,013
Prepaid expenses                           46,912        36,930        14,698
  Total Current Assets                    323,897       314,817       199,328
Investments and Other Assets
Investments in affiliates, at cost
  plus equity in undistributed 
  earnings                                 34,784        33,800        30,887
Restricted cash related to leases         423,618          -             -
Other assets                               42,553        42,666        29,322
Goodwill                                   59,034        73,401          -   
                                          559,989       149,867        60,209
Plant and Equipment
Buildings                                 236,004       207,980       168,952
Machinery and equipment                 1,962,835     1,952,927     1,739,000
                                        2,198,839     2,160,907     1,907,952
  Less: Accumulated depreciation          775,080       830,764       753,263
                                        1,423,759     1,330,143     1,154,689
Land and riparian rights                   11,447        11,106         7,620
Timber and timberlands, net of 
  depletion                                25,150        22,890        21,764
Capital additions in process              188,000       104,238        55,901
                                        1,648,356     1,468,377     1,239,974
                                      $ 2,532,242   $ 1,933,061   $ 1,499,511
Current Liabilities
Current maturities of long-term debt  $      -      $    70,000   $    50,000
Accounts payable                           73,147        72,278        47,436
Payroll and employee benefits              49,661        49,426        38,873
Income taxes                                 -           11,420           126
Property taxes                             10,016        11,797         7,421
Other current liabilities                  30,932        26,318        13,094
  Total Current Liabilities               163,756       241,239       156,950
Noncurrent Liabilities and 
  Deferred Credits
Long-term debt                            272,467       197,000        68,000
Capital lease obligations                 462,084          -             -
Deferred income taxes                     251,955       221,560       181,778
Postretirement benefits                    98,614        93,702       109,558
Other noncurrent liabilities               13,544        20,763         7,338
                                        1,098,664       533,025       366,674
Shareholders' Investment
Preferred stock, authorized and 
  unissued 15,000,000 shares                 -             -             -  
Common stock, authorized 93,750,000
  shares, par value $1.00 per share; 
  issued 44,768,361 shares in 1996,
  44,623,881 shares in 1995 and
  44,199,736 shares in 1994                44,768        44,624        44,200
Capital in excess of par value             80,818        74,325        56,082
Cumulative translation adjustment          (2,290)       (2,369)       (2,113)
Unrealized net loss on investment 
  securities                                 -             -           (  879)
Treasury stock, at cost, 39,900 shares
  in 1996 and 38,000 shares in 1995        (2,020)       (2,100)         -

Reinvested earnings                     1,148,546     1,044,317       878,597
  Total Shareholders' Investment        1,269,822     1,158,797       975,887
                                      $ 2,532,242   $ 1,933,061   $ 1,499,511

The accompanying Notes to Consolidated Financial Statements are an integral 
part of these balance sheets.


Consolidated Statements of Income   Consolidated Papers, Inc. and Subsidiaries

(Dollars in thousands, except per          For the Years Ended December 31
  share data)                              1996           1995        1994    
Net sales                              $ 1,545,091   $ 1,579,061  $ 1,027,551
Cost of goods sold                       1,175,304     1,127,286      827,448
  Gross profit                             369,787       451,775      200,103
Selling, general and administrative 
  expenses                                  78,527        67,025       63,479
  Income from operations                   291,260       384,750      136,624
Other Income (Expense)
Interest expense                           (15,298)      (11,711)      (5,244)
Interest income                             10,999         1,947          142
Miscellaneous, net                           2,209         5,759       11,083
  Total                                    ( 2,090)      ( 4,005)       5,981
Income before provision for 
  income taxes                             289,170       380,745      142,605
Provision for Income Taxes
Current                                     90,019       108,035       30,654
Deferred                                    19,866        43,480       25,217
  Total                                    109,885       151,515       55,871
Net income                             $   179,285   $   229,230  $    86,734
Net income per share                   $      4.01   $      5.16  $      1.97
Average number of common 
  shares outstanding                    44,674,982    44,418,780   44,106,953

Consolidated Statements of Shareholders' Investment

(Dollars in thousands)                             
                                                  
                              Capital             Net
                                In       Cumu-  Loss On
                              Excess    lative  Invest-
                                Of      Trans-    ment    Treas-
                     Common     Par     lation   Secur-    ury     Reinvested
                     Stock     Value      Adj.   ities    Stock     Earnings
<S>                  <C>      <C>      <C>       <C>     <C>      <C>
Balance,
  December 31, 1993  $44,014  $48,770  $(2,047)  $   -   $  -     $   848,311
Net income              -        -        -          -      -          86,734
Cash dividends          -        -        -          -      -         (56,448)
Exercise of stock 
  options                186    6,972     -          -      -            -
Tax benefit related
  to stock options      -         340     -          -      -            -  
Translation             -        -         (66)      -      -            -
Unrealized net loss
  on investment
  securities            -        -        -       (879)     -            -   
Balance,
  December 31, 1994  $44,200  $56,082  $(2,113)  $(879)  $  -     $   878,597
Net income              -        -        -          -      -         229,230
Cash dividends          -        -        -          -      -         (63,510)
Exercise of stock 
  options                424   16,213     -          -      -            -
Tax benefit related
  to stock options      -       2,030     -          -      -            -
Translation             -        -      (  256)             -            -
Realized loss
  on investment
  securities            -        -        -        879      -            -
Treasury stock
  purchase              -        -        -          -    (2,100)        -   
Balance,
  December 31, 1995  $44,624  $74,325  $(2,369)  $   -   $(2,100) $ 1,044,317
Net income              -        -        -          -      -         179,285
Cash dividends          -        -        -          -      -         (75,056)
Exercise of stock 
  options                144    6,248     -          -      -            -
Tax benefit related
  to stock options      -         240     -          -      -            -
Translation             -        -         79        -      -            -  
Treasury stock
  purchase              -        -         -         -   (1,687)         -   
Issuance of treasury
  stock                 -           5      -         -    1,767          -   
Balance,
  December 31, 1996  $44,768  $80,818  $(2,290)  $   -  $(2,020)  $ 1,148,546

The accompanying Notes to Consolidated Financial Statements are an integral 
part of these statements.

Consolidated Papers, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

For the Years Ended December 31
(Dollars in thousands)                          1996        1995       1994
Cash Flows from Operating Activities:                                         
<S>                                           <C>        <C>         <C>
Net income                                    $ 179,285  $ 229,230   $ 86,734
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and depletion                100,220     88,072     78,563
      Amortization of intangibles                 7,600      4,582       -
      Undepreciated cost of plant and
        equipment retirements                     7,694      3,420      2,457
      Earnings of affiliates                   (  3,341)  (  4,327)  (  3,101)
      Deferred income taxes                      19,866     43,480     25,217
      Noncash litigation settlement                -          -      (  2,500)
      (Increase) decrease in accounts
        receivable                               13,969      6,526   ( 26,189)
      (Increase) decrease in inventories       (  5,511)  ( 18,051)    12,274
      (Increase) decrease in prepaid
        expenses                                  1,135   (  9,314)     1,274
      Increase (decrease) in accounts
        payable                                     869   (  9,674)    15,632
      Increase (decrease) in current
        liabilities, other than current 
        maturities of long-term debt
        and accounts payable                   (  8,352)    24,697   (  2,819)
      Increase (decrease) in postretirement
        benefits                                  4,912   ( 31,528)    10,782
      Increase (decrease) in other 
        noncurrent liabilities                    3,201         92      3,228
Net Cash Provided by Operating Activities       321,547    327,205    201,552
Cash Flows from Investing Activities:
Capital expenditures                           (287,893)  (158,716)  ( 97,739)
Acquisition, net of cash                           -      (225,276)      -
Proceeds from sale and leaseback                422,398       -          -
Noncurrent investments                         (393,229)      -          -
(Increase) decrease in investments and
  other assets                                    7,605      3,810      4,169
Net Cash (Used in) Investing Activities        (251,119)  (380,182)  ( 93,570)
Cash Flows from Financing Activities:
Cash dividends                                 ( 75,056)  ( 63,510)  ( 56,448)
Proceeds from long-term debt                     23,467     85,000       -
Net borrowings under lines of credit           ( 18,000)    12,137   ( 53,000)
Common stock issued (net)                         6,717     16,567      7,498
Net Cash Provided by (Used in) 
  Financing Activities                         ( 62,872)    50,194   (101,950)
Net increase (decrease) in cash and
  cash equivalents                                7,556   (  2,783)     6,032
Cash and cash equivalents - beginning
  of year                                         5,372      8,155      2,123
Cash and Cash Equivalents - end of year        $ 12,928  $   5,372  $   8,155

Cash paid during the year for:
  Interest                                     $ 17,281  $   7,330  $   7,128
  Income taxes                                   93,184    103,234     27,458

The accompanying Notes to Consolidated Financial Statements are an integral 
part of these statements.

Consolidated Papers, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994

 1.	Summary of Accounting Policies.

	Principles of Consolidation - The consolidated financial statements 
include the accounts of all subsidiaries.  Investments in companies in 
which ownership is at least 20%, but less than a majority of the voting 
stock, are accounted for using the equity method.

	Industry Segment - The Company operates in a single segment, which is 
paper and paper-related products.  The Company grants credit to customers 
with businesses throughout the United States and Canada.  A substantial 
portion of the Company's accounts receivable is with customers in the 
media and publishing industries.  All receivables arising out of the 
normal course of business are uncollateralized.  Sales to one customer, 
as a percent of net sales, amounted to 13.0%, 12.4% and 13.6% in 1996, 
1995 and 1994, respectively.

	Use of Estimates - The preparation of financial statements in conformity 
with generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues and 
expenses during the reporting period.  Actual results could differ from 
those estimates.

	Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, 
the Company considers all highly liquid debt instruments purchased with a 
maturity of three months or less to be cash equivalents.  Cash and cash 
equivalents are carried at cost, which approximates fair market value.

	Inventories - Inventories accounted for using the last-in, first-out 
(LIFO) cost method (approximately 57% in 1996, 56% in 1995 and 60% in 
1994) are stated at amounts that do not exceed market.  If the first-in, 
first-out (FIFO) method of accounting for inventories had been used by 
the Company, inventories would have been higher than that reported at 
December 31, 1996, 1995 and 1994, by $21,335,000, $30,835,000, and 
$21,890,000, respectively.  The remaining inventories are stated at the 
lower of cost or market using the FIFO method, except for stores supplies 
and certain manufacturing supplies, which are accounted for on a moving 
average cost basis.

	Goodwill Resulting from Business Acquisitions - Goodwill resulting from 
business acquisitions consists of the excess of the acquisition cost over 
the fair value of the net assets of the businesses acquired.  Goodwill is 
amortized on a straight-line basis over 15 years.  Accumulated 
amortization of goodwill resulting from business acquisitions was $4.1 
million and $2.5 million in 1996 and 1995, respectively.  Subsequent to 
acquisitions, the Company continues to evaluate whether events and 
circumstances have occurred that indicate the remaining estimated useful 
life of goodwill may warrant revision or that the remaining balance of 
goodwill is not recoverable.  Recoverability is determined by comparing 
the undiscounted net cash flows of the assets to which the goodwill 
applies to the net book value, including goodwill, of those assets.

	Plant and Equipment - Plant and equipment are recorded at cost and are 
depreciated over the estimated useful lives of the assets using 
principally the straight-line method for financial reporting purposes and 
accelerated methods for income tax purposes.  Useful lives for financial 
reporting purposes are 20 years for land improvements, 33 years for 
buildings and 5 to 20 years for machinery and equipment.

	The Company's policy is to capitalize interest incurred on debt during 
the course of major projects that exceed one year in construction. 
Interest capitalized in 1996, 1995 and 1994 was $7,460,000, $1,153,000, 
and $926,000, respectively.

	Maintenance and repair costs are charged to expense as incurred, and 
renewals and improvements that extend the useful life of the assets are 
added to the plant and equipment accounts.

	Start-up Costs - Start-up costs of new capital projects are charged to 
expense as incurred.  There were no start-up costs in 1996, 1995 or 1994.

	Timber and Timberlands - Timber and timberlands are recorded at cost, 
less amortization for cost of timber harvested.  Amortization is computed 
on the units-of-production method.  Timber carrying costs are expensed as 
incurred.

	Accounts Payable - The Company's banking system provides for the daily 
replenishment of major bank accounts for check-clearing requirements.  
Accordingly, there were negative book cash balances of $12 million, 
$14 million, and $12 million at December 31, 1996, 1995 and 1994, 
respectively.  Such balances result from outstanding checks that had not 
yet been paid by the bank and are reflected in accounts payable in the 
Consolidated Balance Sheets.

	Environmental Matters - The Company has elected early adoption of 
Statement of Position 96-1, Environmental Remediation Liabilities.  The 
adoption of this statement did not have a material impact on the 
financial statements.  The Company recognizes a liability for 
environmental remediation costs when it is probable a liability has been 
incurred and the amount can be reasonably estimated. The liabilities are 
developed based on currently available information and are generally 
recognized no later than completion of a remedial feasibility study. An 
undiscounted liability of $3.6 million has been recorded for lagoon 
closure and groundwater remediation projects at one of the Company's 
recently acquired facilities. The Company expects these projects to be 
substantially completed within one to two years.

	The Company also accrues discounted amounts for closure and long-term 
care costs for its landfills over their estimated useful lives.  As of 
December 31, 1996, the Company had accrued $4.4 million of the 
anticipated $7.0 million for such costs.

	Income Taxes - Deferred income taxes have been provided to recognize the 
deduction of certain costs for financial reporting purposes on a basis 
different from that permitted for income tax purposes.

	Net Income per Share - Net income per share is based upon the weighted 
average number of shares outstanding during the year.

 2.	Acquisitions. Effective July 1, 1995, the Company acquired Niagara of 
Wisconsin Paper Corporation, Lake Superior Paper Industries and Superior 
Recycled Fiber Industries for approximately $235 million in cash and 
extinguished $52 million of debt.  The Company entered into new debt 
agreements totaling $335 million and borrowed $279 million.  This 
acquisition was accounted for as a purchase and, accordingly, the assets 
and liabilities have been stated at their fair values.

	The unaudited consolidated pro forma results of operations for the 
periods ended December 31, 1995 and 1994 assume the acquisition occurred 
as of January 1, 1994.  The pro forma information is provided for 
information purposes only.  It is based on historical information and, 
therefore, is not necessarily indicative of either the results that would 
have occurred had the acquisition been made as of that date or of future 
results.

                                                     For The Years Ended
                                                         December 31      
                                                     1995            1994
    (In thousands, except per share data)          Unaudited       Unaudited
      <S>                                         <C>             <C>
      Net sales                                   $ 1,820,659     $ 1,372,642
      Net income                                      244,267          75,621
      Net income per share                               5.50            1.71

	This pro forma information reflects all adjustments that are, in the 
opinion of management, necessary to a fair statement of the results.

 3.	Employee Pension and Other Benefit Plans.  The Company and its 
subsidiaries sponsor noncontributory pension plans covering substantially 
all employees.  Retirement benefits are provided based on employees' 
years of service and earnings.  Normal retirement age is 65, with 
provisions for earlier retirement.  The Company's funding policy is to 
contribute amounts to the plans when deductible for income tax purposes. 
This policy generally includes amortization of unfunded prior service 
costs over a 10-year period.

	Both the bargaining and nonbargaining employees of Niagara of Wisconsin 
Paper Corporation were included in Consolidated's pension plans under the 
terms of the purchase agreement.  The amounts below reflect the 
assumption of these additional liabilities. The employees of Lake 
Superior Paper Industries continued under their defined contribution 
plan, which is not included.

	The Company's net periodic pension cost includes the following 
components:

     (In thousands)
                                                1996       1995       1994
     <S>                                      <C>        <C>        <C>
     Service cost-benefits earned
       during the year                        $ 13,867   $  8,349   $  9,677
     Interest cost on projected benefits        29,730     27,145     23,945
     Actual return on plan assets              (53,260)   (73,448)   ( 7,979)
     Amortization of net asset at transition   ( 2,839)   ( 2,608)   ( 2,839)
     Amortization of unrecognized prior 
       service cost                              2,568      2,429      2,191
     Amortization of unrecognized net 
       loss or (gain)                               49    ( 1,698)   (   432)
     Deferral of net asset gains or (losses)    19,247     41,666    (22,039)
     Net periodic pension cost                $  9,362   $  1,835   $  2,524

	The funded status of the Company's pension plans as of December 31, 1996, 
1995 and 1994, based on October 31, 1996, 1995 and 1994 asset values, is 
as follows:

     (In thousands)                            1996        1995        1994
<S>                                         <C>         <C>         <C>
     Actuarial present value of
       benefit obligation:
         Vested benefit obligation          $(337,952)  $(346,334)  $(223,675)
         Accumulated benefit obligation     $(369,731)  $(367,140)  $(242,041)
     Projected benefit obligation           $(444,637)  $(437,927)  $(296,581)
     Plan assets at market value              514,314     468,312     414,724
     Plan assets in excess of 
       projected benefit obligation            69,677      30,385     118,143
     Unrecognized net asset at transition     (19,866)   ( 22,705)   ( 25,544)
     Unrecognized net gain                    (80,334)   ( 35,652)   (117,117)
     Unrecognized prior service cost           21,640      24,207      23,433

     Prepaid (accrued) pension cost         $  (8,883)  $(  3,765)  $(  1,085)

	The actuarial assumptions used for determining the present value of the 
projected benefit obligation, as measured on December 31, 1996, 1995 and 
1994, are as follows:

                                              1996        1995        1994
       <S>                                    <C>         <C>         <C>
       Discount rate                          7.25%       7.00%       8.50%
       Expected long-term rate of
         return on the market 
         value of plan assets                 8.50%       8.50%       8.50%
       Future compensation growth rate        5.00%       5.00%       5.00%

	The increase in the discount rate in 1996 resulted in an $11 million  
decrease in the accumulated benefit obligation.  Plan assets are 
comprised primarily of corporate and U.S. Treasury debt securities and 
corporate equities.

	Other Postretirement Benefits - The Company provides certain medical, 
dental and life insurance benefits to qualifying retirees.  These 
benefits are paid from a trust that holds corporate and U.S. Treasury 
debt securities and corporate equities.  In 1995, the Company amended the 
trust to restrict the trust's assets to the payment of postretirement 
benefits.  This amendment allowed the Company to reflect these assets as 
plan assets in the following tables and net them against the long-term 
liability on the balance sheet.  Prior to 1995, these assets were 
reflected as other long-term assets.

	The postretirement benefits for both active and retired employees of 
Niagara of Wisconsin Paper Corporation and Lake Superior Paper Industries 
were continued after the acquisitions.  The amounts below reflect the 
assumption of these additional liabilities and costs from July 1, 1995. 
Postretirement benefit cost for 1996, 1995 and 1994 includes the 
following components:

     (In thousands)                          1996        1995       1994
     <S>                                   <C>         <C>        <C>
     Service cost-benefits earned
       during the year                     $  4,194    $ 2,323    $  3,945
     Interest cost on accumulated
       postretirement benefit obligation     10,636      8,631       9,067
     Actual return on plan assets            (4,550)    (2,387)       -   
     Net amortization and deferral            1,724     (1,597)        (92)
       Total postretirement benefit cost   $ 12,004   $  6,970    $ 12,920

	The plan's funded status at December 31, 1996, 1995 and 1994, is as 
follows:

     (In thousands)                          1996        1995        1994
   <S>                                     <C>         <C>         <C>
   Actuarial present value of benefit
   obligation:
     Retirees                              $( 76,242)  $( 71,278)  $( 44,541)
     Fully eligible active participants     ( 28,197)   ( 27,227)   ( 15,765)
     Other active participants              ( 53,266)   ( 51,400)   ( 43,625)
     Accumulated postretirement
       benefit obligation                  $(157,705)  $(149,905)  $(103,931)
    Plan assets at market value               39,463      33,141        -    
    Accumulated postretirement benefit
      obligation in excess of
      plan assets                          $(118,242)  $(116,764)  $(103,931)
    Unrecognized net (gain) or loss           28,509      31,530    (  3,120)
    Unrecognized prior service cost          (19,445)   ( 20,839)   ( 13,331)
    Accrued postretirement benefit cost    $(109,178)  $(106,073)  $(120,382)

	The actuarial assumptions used for determining the accumulated post-
retirement benefit obligations as measured on December 31, 1996, 1995 and 
1994, are as follows:

                                                   1996      1995      1994
    <S>                                            <C>       <C>       <C>
    Discount rate                                  7.25%     7.00%     8.50%
    Expected long-term rate of return
      on the market value of plan asset            8.50%     8.50%      -
    Health care cost trend rates:
      - Existing retirees through 2001             8.00%     8.00%     8.00%
                            thereafter             5.00%     5.00%     5.50%
      - Future retirees through 2001               5.25%     5.25%     5.25%
                          thereafter               4.00%     4.50%     4.50%

	The increase in the discount rate in 1996 resulted in a $5 million 
decrease in the accumulated benefit obligation.  A one-percentage-point 
increase in the assumed postretirement benefit cost trend rates would 
increase the accumulated postretirement benefit obligation as of 
December 31, 1996, by approximately $20.4 million, and the total of the 
service and interest cost components of postretirement benefit cost for 
the year then ended by approximately $2.5 million.

 4.	Shareholders' Investment.  In April 1989, the shareholders approved a 
Stock Option Plan providing for granting of options to directors, 
officers and all other nonunion employees.  The Company accounts for 
these plans under APB Opinion No. 25, under which no compensation cost 
has been recognized.  Had compensation cost for these plans been 
determined consistent with FASB Statement No. 123, earnings per share 
would have been reduced by $.02 and $.01 for the years ended December 31, 
1996, and 1995, respectively.  Because the Statement No. 123 method of 
accounting has not been applied to options granted prior to January 1, 
1995, the resulting pro forma compensation cost may not be representative 
of that to be expected in future years.

	The plan reserved 2.5 million shares of common stock to be issued at 
prices equal to 100% of the fair market value of the shares on the date 
the option is granted.  Options are exercisable not earlier than six 
months and not later than 10 years after the date of the grant.

	Of the 1,165,552 options outstanding at December 31, 1996, 483,288 have 
exercise prices between $35.13 and $39.50, with a weighted average 
exercise price of $38.58 and a weighted average remaining contractual 
life of 7.59 years.  Of these options, 452,299 are exercisable with a 
weighted average exercise price of $35.92.  The remaining 682,264 options 
have exercise prices between $39.75 and $55.31, with a weighted average 
exercise price of $45.41 and a weighted average remaining contractual 
life of 8.79 years.  373,190 of these options are exercisable with a 
weighted average exercise price of $41.30.

	There are also 15 million shares of Class A Preferred Stock authorized 
with a par value of $.01 per share, to be issued at the discretion of the 
board of directors. As of December 31, 1996, none of the shares had been 
issued. 

	An analysis of the Stock Option Plan at December 31, 1996, 1995 and 1994 
follows:


                          Weighted              Weighted             Weighted 
                           Average               Average              Average
                  1996    Exercise     1995     Exercise     1994    Exercise
                 Shares     Price     Shares      Price     Shares     Price 
<S>             <C>         <C>      <C>          <C>     <C>          <C>
Outstanding at
  beginning of
  year          1,039,278   $ 39     1,214,446    $ 37    1,225,686    $ 37
Granted           208,700     53       183,579      46      121,000      40
Exercised         (75,084)    37      (348,780)     37     (125,316)     37
Expired or
  canceled        ( 7,342)    47      (  9,967)     42     (  6,924)     37
Outstanding at
  end of year   1,165,552     42     1,039,278      39    1,214,446      37
Exercisable at
  end of year     825,489     38       811,287      38    1,116,446      37

Weighted
  average fair
  value of 
  options
  granted         $ 11.91              $ 17.10


 5.	Long-term Debt and Lines of Credit.  A summary of long-term debt as of 
December 31 is as follows:

     (In thousands)                            1996        1995       1994

     Term loan from a financial
     institution, unsecured,
     with interest at 6.95%,
     due June 30, 2000                       $ 30,000    $  30,000  $    -

     Term loan from a financial
     institution, unsecured 
     with interest at 7.25%,
     due June 30, 2005                         55,000       55,000       -

     Term loan from a financial
     institution, secured by equipment,
     with interest at 9.94%, due
     March 8, 2005                             23,467         -          -

     Line of credit agreements with
     financial institutions, unsecured, 
     with a weighted average interest 
     rate of 5.96%, 5.96% and 5.99%, 
     respectively                              164,000     182,000    118,000
                                               272,467     267,000    118,000
     Less - current maturities                    -         70,000     50,000
     Total long-term debt                    $ 272,467   $ 197,000  $  68,000

	The Company has $495 million in unsecured lines of credit with eight  
financial institutions.  There are commitment fees on $250 million of 
these lines.  Amounts due under these lines of credit have been 
classified as long-term debt because the Company has the intent and the 
unused facilities to refinance the loans on a long-term basis.

	The debt agreements contain restrictions on net worth and other matters.

	As of December 31, 1996, the portion of debt expected to be repaid in the 
subsequent years is as follows:

                           1997            $    -
                           1998            $    -
                           1999            $ 136,000
                           2000            $ 136,467

6.	Leases. The Company sold certain assets for $253 million and $169 million 
in May 1996 and September 1996, respectively. The assets were leased back 
from the purchaser over a period of 15 years. Under the agreements, the 
Company will maintain deposits, initially in the amount of $393 million, 
which together with interest earned are expected to be sufficient to fund 
the Company's lease obligations including the repurchase of the assets.  
These lease agreements contain restrictions on net worth and other 
matters.

	These transactions are being accounted for as financing arrangements and 
the resulting gains are amortized over a 15-year period.  At December 31, 
1996, the Company recorded assets for the deposits from the sale proceeds 
of $433 million and liabilities for the lease obligations of $472 
million.  $10 million of both the deposits and lease obligations are 
recorded as current. The net amount of capital lease assets at December 
31, 1996, is $305 million.

	The Company leases substantially all its production equipment at one of 
its locations acquired on July 1, 1995, under 25-year operating leases 
expiring in 2012.  Rent expense for 1996 and 1995 (six months) was 
$29,842,000 and $14,921,000, respectively. The leases also require the 
Company to pay customary operating and repair expenses, and to observe 
certain operating restrictions and covenants. The leases contain renewal 
options at fair market value upon lease termination and purchase options 
at amounts approximating fair market value in 1997 and at lease 
termination.  Subsequent to the midterm buyout option effective January 
1, 1998, the Company will indemnify the lessors against future possible 
loss of income tax attributes and credits related to the leases.  Taxing 
authority challenges to the lessors' characterization of certain items 
relating to the leased assets could result in the Company incurring 
additional lease costs, which would be charged to lease expense over the 
remaining term of the lease.

	The Company also leases certain manufacturing facilities, office space, 
and machinery and equipment under various operating lease agreements, 
which have remaining lease terms of four to ten years at another location 
also acquired as of July 1, 1995.

	Rent expense under all operating leases was approximately $35.3 million 
for 1996 and $20.3 million for 1995, of which $19.7 million is six months 
of rent for acquired businesses.  Rent expense in 1994 was not material.

	Future scheduled minimum lease payments under capital and noncancelable 
operating leases as of December 31, 1996, are as follows:

    (In thousands)                       Operating Leases     Capital Leases
     <S>                                    <C>                 <C>
       1997                                 $  45,052           $    18,059
       1998                                    42,117                24,977
       1999                                    38,157                26,242
       2000                                    36,234                27,570
       2001                                    36,209                28,966
       Later years                            272,090               941,912
     Total minimum lease payments           $ 469,859             1,067,726

     Imputed interest                                             ( 596,056)
     Present value of capitalized lease payments                    471,670
     Less current portion
       (included in other current liabilities)                        9,586
     Long-term capitalized lease obligations                     $  462,084

 7.	Fair Values of Financial Instruments.  The carrying amounts and fair 
values of the Company's financial instruments at December 31 were as 
follows:

 
                                        1996                    1995        
                                Carrying     Fair       Carrying     Fair
    (In thousands)               Amount      Value       Amount      Value
<S>                            <C>         <C>         <C>         <C>
Cash and cash equivalents      $  12,928   $  12,928   $   5,372   $   5,372
Restricted cash related
  to leases                      423,618     423,618        -           -   
Long-term debt, including
  current maturities             272,467     275,222     267,000     271,136
Capital lease obligations        462,084     462,084        -           -   

The following methods and assumptions were used by the Company in estimating 
fair values for financial instruments:

  Cash and cash equivalents - The carrying amount approximates fair value due 
to the relatively short period to maturity of these instruments.
  Long-term debt - The fair value of the Company's long-term debt is estimated 
based on current rates offered to the Company for debt of the same remaining 
maturities.
  Capital leases - The carrying amount reported in the balance sheets for 
capital leases approximates fair value.

 8.	Income Taxes.

	The provision for income taxes includes the following components:

    (In thousands)                    1996         1995          1994
    <S>                            <C>           <C>            <C>
     Current:
       Federal                     $  76,312     $  83,472      $ 28,240
       State                          13,707        24,563         2,414
         Total current                90,019       108,035        30,654

     Deferred:
       Federal                        17,408        43,217        22,284
       State                           2,458           263         2,933
         Total deferred               19,866        43,480        25,217

     Total provision               $ 109,885     $ 151,515      $ 55,871

	The following summarizes the major differences between the U.S. statutory 
tax rates and the Company's effective tax rates:

                                      1996         1995           1994
     <S>                              <C>          <C>            <C>
     Statutory federal tax rates      35.0%        35.0%          35.0%
     State income taxes                4.0          4.9            3.2
     Other items                      (1.0)         (.1)           1.0

     Effective tax rates              38.0%        39.8%          39.2%

	Deferred taxes are determined based on the estimated future tax effects 
of differences between the financial statement and tax bases of assets 
and liabilities given the provisions of the enacted tax laws.  The net 
deferred tax liability is comprised of the following:

      (In thousands)                            1996        1995        1994
       <S>                                  <C>         <C>         <C>
       Current deferred taxes:
         Postretirement benefits            $   4,184   $   2,050   $   5,652
         Employee benefits                       -           -       (  2,121)
         Other                                  8,482       7,417       3,409
           Total current deferred taxes        12,666       9,467       6,940
       Noncurrent deferred taxes:
         Plant and equipment                 (304,072)   (268,502)   (245,911)
         Postretirement benefits               39,051      33,350      48,417
         AMT credit                              -          4,728      31,887
         Employee benefits                       -           -       ( 16,370)
         Other                                 13,066       8,864         199
       Total noncurrent deferred taxes       (251,955)   (221,560)   (181,778)

     Total deferred taxes                   $(239,289)  $(212,093)  $(174,838)

9.	Research & Development.  Research and development expenses in 1996, 1995 
and 1994 were approximately $6.5 million, $5.8 million, and $5.9 million, 
respectively.

10.	Other Commitments. Under an agreement assumed as part of the acquisition, 
the Company has agreed to purchase paper mill process steam from the City 
of Duluth Steam District No. 2 Cooperative Association at a unit cost to 
be determined based upon operating, maintenance and capital costs of the 
steam plant.  In addition, the Company pays an amount equal to the 
principal and interest requirements on $10,581,000 of outstanding Steam 
Utility Revenue Bonds as of December 31, 1996, which mature at various 
times through April 1, 2002, and certain other costs, principally capital 
expenditures.  The Company paid $2,778,000 in 1996 and $1,389,000 for the 
six months ended December 31, 1995, to service these bonds.  Annual 
payments for the principal and interest portion of these bonds are 
expected to be $2,778,000 in 1997 through 2000, with aggregate payments 
of $3,473,000 for the years thereafter.

	As of December 31, 1996, the Company had capital expenditure commitments 
outstanding of approximately $122 million.

11.	Litigation Settlement.  During 1994, the Company settled a patent 
infringement suit resulting in an increase in other income of 
$5.5 million, $3.3 million after tax, or $.08 per share.


QUARTERLY FINANCIAL DATA (UNAUDITED)


The following is a summary of selected quarterly financial data for 1996 and 
1995:

(Dollars in
thousands, except        First     Second      Third     Fourth
per share data)         Quarter    Quarter    Quarter    Quarter      Year     
<S>                    <C>        <C>        <C>        <C>        <C>
1996
Net sales              $ 424,139  $ 376,085  $ 380,833  $ 364,034  $ 1,545,091
Gross profit             105,857    102,630     84,860     76,440      369,787
Net income                52,735     49,062     40,268     37,220      179,285
Net income per share        1.18       1.10        .90        .83         4.01

1995
Net sales              $ 308,904  $ 336,646  $ 480,861  $ 452,650  $ 1,579,061
Gross profit              81,471     96,777    130,676    142,851      451,775
Net income                40,605     48,562     66,993     73,070      229,230
Net income per share         .92       1.09       1.51       1.64         5.16



Net income per share is based upon the weighted average number of shares 
outstanding during the period.

1996 amounts reflect a lower 1996 tax rate, resulting in a benefit of 12 cents 
per share, all recorded in the fourth quarter.

1995 amounts reflect aquisition, effective July 1, 1995, of Niagara of 
Wisconsin Paper Corporation, Lake Superior Paper Industries and Superior 
Recycled Fiber Industries.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders and the Board of Directors of
Consolidated Papers, Inc.:


We have audited the accompanying consolidated balance sheets of Consolidated 
Papers, Inc. (a Wisconsin corporation) and subsidiaries as of December 31, 
1996, 1995 and 1994, and the related consolidated statements of income, 
shareholders' investment and cash flows (see Pages 12, 13, 14, and 15) for 
each of the years in the three-year period ended December 31, 1996.  These 
financial statements and the schedule referred to below are the responsibility 
of the Company's management.  Our responsibility is to express an opinion of 
these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Consolidated Papers, Inc. and subsidiaries as of December 31, 1996, 1995 and 
1994, and the results of its operations and their cash flows for each of the 
years in the three-year period ended December 31, 1996, in conformity with 
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic 
consolidated financial statements taken as a whole.  The schedule listed in 
the index at item 14 is the responsibility of the Company's management and is 
presented for the purposes of complying with the Securities and Exchange 
Commission's rules and is not a required part of the basic consolidated 
financial statements.  This schedule has been subjected to the auditing 
procedures applied in our audit of the basic financial statements and, in our 
opinion, fairly states in all material respects the financial data required to 
be set forth therein in relation to the basic consolidated financial 
statements taken as a whole.

/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP



Milwaukee, Wisconsin,
January 16, 1997.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

There have been no changes in or disagreements with the independent public 
accountants (Arthur Andersen LLP) on accounting and financial disclosure.


                                   PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The identification of directors and all persons nominated to become directors, 
as required by Item 10 of this Form 10-K, is included in the Proxy Statement 
to Shareholders which has been filed with the Securities and Exchange 
Commission for the Annual Meeting of Shareholders to be held April 28, 1997 
and is incorporated herein by reference.

The identification of executive officers of the registrant, as required by 
Item 10 of this Form 10-K, is included in Item 1 of Part I of this Form 10-K 
Annual Report.

Item 11.  EXECUTIVE COMPENSATION.

The information regarding executive compensation required by Item 11 of this 
Form 10-K is included in the Proxy Statement to Shareholders which has been 
filed with the Securities and Exchange Commission for the Annual Meeting of 
Shareholders to be held April 28, 1997 and is incorporated herein by 
reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information about security ownership required by Item 12 of this Form 10-K 
is included in the Proxy Statement to Shareholders which has been filed with 
the Securities and Exchange Commission for the Annual Meeting of Shareholders 
to be held April 28, 1997 and is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no relationships or transactions since the beginning of the last 
fiscal year of the nature required to be reported under Item 13 of this 
Form 10-K.

                                   PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)  The following documents are filed as a part of this Form 10-K Annual
     Report:

     1.  Financial Statements.

         Included in Item 8 of Part II of this Form 10-K are the following
         financial statements, related notes thereto, and auditor's report:

            Consolidated Balance Sheets As Of December 31, 1994, 1995 and
            1996.

            Consolidated Statements of Income for the Years Ended December 31,
            1994, 1995 and 1996.

            Consolidated Statements of Shareholders' Investment for the Years
            Ended December 31, 1994, 1995 and 1996.

            Consolidated Statements of Cash Flows for the Years Ended
            December 31, 1994, 1995 and 1996.

            Notes to Consolidated Financial Statements.

            Report of Independent Public Accountants (Arthur Andersen LLP).

     2.  Financial Statement Schedules.

         The following schedule is filed as part of this Form 10-K and should
         be read in conjunction with the financial statements:

         Schedule II - Valuation and Qualifying Accounts

         The following schedules are omitted as not applicable or not required
         under rules of Regulation S-X: I, III, IV, and V.

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of 
our reports included in this Form 10-K, into Consolidated Papers, Inc.'s 
previously filed Registration Statement File No. 2-87423, Registration 
Statement File No. 33-28786, Registration Statement File No. 33-37838, 
Registration Statement File No. 33-60263, Registration Statement File No. 33-
64393, and Registration Statement File No. 33-60263.


                                                        /s/ARTHUR ANDERSEN LLP
                                                           ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
March 20, 1997.

(b)  The following exhibits are filed as a part of this Form 10-K Annual
     Report:

      3.a.  Restated Articles of Incorporation of Consolidated Papers, Inc.
            (Filed as Exhibit (3)(i) to Form 10-Q for the quarter ended
            March 31, 1996 and incorporated herein by reference.)

      3.b.  Bylaws of Consolidated Papers, Inc. (Filed as Exhibit 3.b. to Form
            10-Q for the quarter ended March 31, 1994 and incorporated herein
            by reference.)

      9.    Mead Voting Trust Agreement dated December 20, 1986.  (Filed as
            Exhibit 9 to Form 10-K for the fiscal year ended December 31, 1986
            and incorporated herein by reference.)

     10.a.  Consolidated Papers, Inc. 1989 Stock Option Plan.  (Filed as
            Exhibit 10.a. to Form 10-Q for the quarter ended March 31, 1994
            and incorporated herein by reference.)

     10.b.  Consolidated Employees' Tax-saver & Investment Plan.  (Filed as
            Exhibit 10.b. to Form 10-K for the fiscal year ended December 31,
            1993 and incorporated herein by reference.)

     10.c.  Consolidated Employees' Stock Ownership Plan.  (Filed as Exhibit
            10.c. to Form 10-K for the fiscal year ended December 31, 1993 and
            incorporated herein by reference.)

     10.d.  Consolidated Salaried Employees' Retirement Plan.  (Filed as
            Exhibit 10.d. to Form 10-K for the fiscal year ended December 31,
            1993 and incorporated herein by reference.)

     10.e.  1992 Compensation Award Program description.  (Filed as Exhibit
            10.e. to Form 10-K for the fiscal year ended December 31, 1993 and
            incorporated herein by reference.)

     10.f.  1993 Compensation Award Program description.  (Filed as Exhibit
            10.f. to Form 10-K for the fiscal year ended December 31, 1993 and
            incorporated herein by reference.)

     10.g.  1994 Compensation Award Program description.  (Filed as Exhibit
            10.g. to Form 10-K for the fiscal year ended December 31, 1994 and
            incorporated herein by reference.)

     10.h.  1995 Compensation Award Program description.  (Filed as Exhibit
            10.h. to Form 10-K for the fiscal year ended December 31, 1995 
            and incorporated herein by reference.)

     10.i.  1996 Compensation Award Program description.  (Filed electroni-
            cally herewith.)

     21.    Subsidiaries of the Registrant.  (Filed electronically herewith.)

     27.    Financial Data Schedule.  (Filed electronically herewith.)

     99.    Form 11-K Annual Report of the Consolidated Employees' Tax-saver &
            Investment Plan for the year ended December 31, 1996 (to be filed
            within 180 days after the Plan's year-end).

     Exhibits 2, 4, 11, 12, 13, 16, 18, 22, 23, and 24 are omitted as not
     applicable or not required under rules of Regulation S-K.

(c)  Individual financial statements of 50% or less owned companies included
     in the consolidated financial statements on the equity basis of
     accounting are not filed because those companies do not, in aggregate,
     constitute significant subsidiaries.

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

          CONSOLIDATED PAPERS, INC.          
                  Registrant

/s/Gorton M. Evans                                    March 20, 1997          
Gorton M. Evans, President and                                  Date 
Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

/s/George W. Mead                                     Date  March 20, 1997    
George W. Mead, Chairman of the Board,     
and Director

/s/Gorton M. Evans                                    Date  March 20, 1997    
Gorton M. Evans, President and  
Chief Executive Officer, and Director

/s/Richard J. Kenney                                  Date  March 20, 1997    
Richard J. Kenney, Vice President, Finance 
(Principal Financial Officer)

/s/James E. Shewchuk                                  Date  March 20, 1997    
James E. Shewchuk, Controller

/s/Ruth Baldwin Barker                                Date  March 20, 1997    
Ruth Baldwin Barker, Director

/s/Patrick F. Brennan                                 Date  March 20, 1997    
Patrick F. Brennan, Director

/s/Wiley N. Caldwell                                  Date  March 20, 1997    
Wiley N. Caldwell, Director

                                                      Date                    
James D. Ericson, Director

/s/Sally M. Hands                                     Date  March 20, 1997    
Sally M. Hands, Director

/s/J. Joseph King                                     Date  March 20, 1997    
J. Joseph King, Director

/s/Bernard S. Kubale                                  Date  March 20, 1997    
Bernard S. Kubale, Director

/s/D. Richard Mead, Jr.                               Date  March 20, 1997    
D. Richard Mead, Jr., Director

/s/Gilbert D. Mead                                    Date  March 20, 1997    
Gilbert D. Mead, Director

/s/Lawrence R. Nash                                   Date  March 20, 1997    
Lawrence R. Nash, Director

                                                      Date                    
Glenn N. Rupp, Director

/s/John S. Shiely                                     Date  March 20, 1997    
John S. Shiely, Director



Schedule II - Valuation and Qualifying Accounts (Dollars in Thousands).

Changes in the reserves other than accumulated depreciation for the years 
ended December 31, 1996, 1995 and 1994 are summarized as follows:

                                                  Charges
                                                    For
                                                  Purposes
                                                  For Which
                                      Additions    Reserve
                          Beginning    Charged       Was       Ending
                           Balance    To Income    Created     Balance
<S>                        <C>         <C>         <C>         <C>
Reserves deducted from
assets in consolidated
balance sheet -
  Reserve for doubtful
  accounts - year ended
  December 31, 1996        $ 4,628     $   861     $   176     $ 5,313

               1995        $ 4,066     $ 1,625     $ 1,063     $ 4,628

               1994        $ 3,558     $   535     $    27     $ 4,066

EXHIBIT 10.i. TO FORM 10-K FOR
CONSOLIDATED PAPERS, INC.
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996

April 4, 1996

Since the Compensation Award Program (CAP) began in 1992, it has proven to be 
very successful.  We have worked together to generate savings of over $28 
million, and management employees have received $4 million in CAP awards.

As a result of the continued success of this program, I am pleased to announce 
an improvement to the program for 1996.  The maximum possible award has 
increased 50% from 2% of normal earnings to 3% of normal earnings.  This 
additional CAP potential will allow you to have a larger award as even greater 
CAP savings are realized.

Another change in the program is that the minimum level of CAP savings 
required for an award has been increased from $4 million to $5 million.  This 
is a result of including Niagara of Wisconsin in the CAP program.

Specific details for 1996 are attached, and I am sure you will agree that the 
changes are exciting.

I look forward to working with you in order to achieve an even greater level 
of success with CAP.




/s/ Patrick F. Brennan

                       1996 COMPENSATION AWARD PROGRAM

                                 Eligibility

You will be eligible for a CAP award in 1996 based upon the following 
conditions:

1.	You must be a management employee from January 1, 1996 through
	December 31, 1996.
2.	You must be eligible to participate in TIP.
3.	You must receive a merit increase during 1996.
4.	Consolidated must achieve a minimum of $5 million in net costs improvements 
as outlined below.
5.	If you are employed in an operating division, the division must have 
favorable results for the sum of controllable cost improvements and 
inventory changes.
6.	If you are employed in a staff department, you must have a CAP goal and 
make significant progress toward meeting that goal.  This goal can be 
either an individual goal or a team goal.  Staff Budget Managers will be 
asked to approve each eligible employee in their department for a CAP award 
based upon their achievement toward their individual or team CAP goal.

                                    Targets

The 1996 Compensation Award Program will once again be measured primarily on 
controllable costs and inventory changes.  The calculations will be based on 
the following:

a.	Controllable Costs - The total of controllable manufacturing cost 
improvements over the 1996 Profit Plan; plus,

b.	Inventory Changes - As of December 31, 1995, the measurable inventory 
(excluding finished goods) was $88.8 million.  Our goal is to reduce this 
average inventory.  The estimated cost of carrying inventory is 20%, 
therefore, any reduction or increase in this average inventory will receive 
a 20% credit or charge to the CAP goal.  For example, if the average 
inventory decreases $5 million, 20% of that or $1 million, will be credited 
to the CAP goal.  Similarly, if the average inventory increases $5 million, 
there will be an unfavorable charge of $1 million to the CAP goal.

If the sum of the net cost improvements in controllable costs and 20% of net 
inventory change is at least $5 million in 1996, we will achieve the minimum 
goal required for a CAP award.  If greater savings are achieved, employees 
will be eligible for a larger CAP award.  The maximum CAP award will be made 
if savings of $15 million are achieved.

Corporate staff departments are expected to support the operating divisions in 
reaching their goals.  In addition, each staff department is to develop its 
specific CAP goals.  Each employee is required to have one or more individual 
CAP goals which they will be evaluated against.  If it is more appropriate, 
they may also participate as a team member working toward a CAP goal.

Staff departments should focus on such items as improving the quality of 
services provided, reducing costs, improving systems, eliminating unnecessary 
or inefficient procedures/programs.  By focusing on eliminating 
inefficiencies, redundancies, duplications, etc. we can reduce costs and 
impact earnings.  (See number 6 above.)

                                    Award

If the minimum target is achieved, the CAP award will once again be a 
contribution of Company stock into your Tax-Saver & Investment Plan (TIP) 
account.  If you do not have a TIP account, one will be established for you 
with this Company contribution.  This method of payment has many advantages to 
employees.

-	Since it is a Company contribution, you will not pay the FICA/Medicare tax, 
7.65%, on the award.
-	State and federal income taxes on the award are deferred until you withdraw 
the TIP funds.
-	Earnings on the award are also deferred from federal and state income tax 
until the TIP funds are withdrawn.
-	It provides you with increased retirement savings.

The amount of the award will be calculated on your pay and based upon the 
following schedule.

                    Target                    CAP Award1
                 <S>                <C>
                  $5 million        1.00% of 1996 normal earnings2
                  $6 million        1.20% of 1996 normal earnings2
                  $7 million        1.40% of 1996 normal earnings2
                  $8 million        1.60% of 1996 normal earnings2
                  $9 million        1.80% of 1996 normal earnings2
                 $10 million        2.00% of 1996 normal earnings2
                 $11 million        2.20% of 1996 normal earnings2
                 $12 million        2.40% of 1996 normal earnings2
                 $13 million        2.60% of 1996 normal earnings2
                 $14 million        2.80% of 1996 normal earnings2
                 $15 million        3.00% of 1996 normal earnings2

                                    Summary

We must continue to emphasize that product quality and employee safety are top 
priorities.  Emphasis on doing it right the first time in order to reduce 
broke, job lot, complaints, returns and allowances will result in favorable 
cost variances and improve our earnings.  Similarly, a safe work place also 
translates into favorable cost variances and improves our Company's earnings.

Focus should also continue on reducing controllable costs and improving 
inventory turnover.  Controllable costs which you may have influence over may 
include such items as payroll, maintenance and repairs, outside services, 
expense work orders, waste, emergency material usage, etc.

Staff departments will develop specific goals that are tangible and measurable 
which can help to improve our bottom line.

Staff departments goals for 1996 should be submitted to Mr. Brennan by 
April 30th.  Status reports must then be submitted to the staff quality 
council at the end of each subsequent quarter.

If you have any questions on the above, see your manager or call Chuck Bigelow 
at 3765.


1Consolidated Papers, Inc. common stock equivalent to the value as noted.
2This will exclude certain payments (special project pay, vacation taken as
 cash, etc.)

EXHIBIT 21 TO FORM 10-K FOR
CONSOLIDATED PAPERS, INC.
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996

                         SUBSIDIARIES OF THE REGISTRANT


Consolidated Papers, Inc. was incorporated under the laws of the State of 
Wisconsin and owns or controls the following corporations by means of owning 
the indicated percents of their voting securities:

 Percent
 Voting
Securities
 Owned By                                                       State Or
Consolidated                                                   Province Of
Papers, Inc.           Subsidiary                             Incorporation
    <S>      <C>                                           <C>
    100%     Consolidated Water Power Company              Wisconsin
    100%     Newaygo Forest Products Limited               Ontario
    100%     Consolidated Papers Foreign Sales 
               Corporation                                 U.S. Virgin Islands
    100%     Niagara of Wisconsin Paper Corporation        Wisconsin
    100%     LSPI Duluth Corp.                             Minnesota
    100%     LSPI Paper Corporation                        Minnesota
    100%     LSPI Fiber Co.                                Minnesota
    100%     Superior Recycled Fiber Corporation           Minnesota
    100%     Consolidated Papers International
               Leasing, L.L.C.                             Delaware
    100%     CONDEPCO, Inc.                                Delaware

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