This filing is being made to add the Consolidated Statements of Income to the 
previously filed Form 10-K.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

<TABLE>
Consolidated Balance Sheets         Consolidated Papers, Inc. and Subsidiaries

                                                   As of December 31      
(Dollars in thousands)                   1998          1997           1996   
Current Assets
<S>                                   <C>           <C>           <C>
Cash and cash equivalents             $     3,230   $    13,169   $    12,928
Accounts and notes receivable, 
  net of reserves of $6,504 in 1998,
  $6,374 in 1997 and $5,313 in 1996       147,307       160,874       126,103
Inventories
  Finished and partly finished
    products                               89,377        92,245        55,474
  Raw materials                            39,616        51,726        39,428
  Stores supplies                          60,127        6l,075        43,052
                                          189,120       205,046       137,954
Prepaid expenses                           48,550        26,506        46,912
  Total current assets                    388,207       405,595       323,897
Investments and Other Assets
Investments in affiliates, at cost
  plus equity in undistributed 
  earnings                                 39,668        37,188        34,784
Restricted cash related to leases         438,429       427,026       423,618
Other assets                               19,651        23,877        42,553
Goodwill                                  140,211       148,049        59,034
                                          637,959       636,140       559,989
Plant and Equipment
Buildings                                 323,969       281,988       236,004
Machinery and equipment                 3,200,392     2,647,374     1,962,835
                                        3,524,361     2,929,362     2,198,839
  Less-accumulated depreciation         1,048,409       883,265       775,080
                                        2,475,952     2,046,097     1,423,759
Land                                       14,069        13,383        11,447
Timber and timberlands, net of 
  depletion                                26,762        26,391        25,150
Capital additions in process               84,537       219,904       188,000
                                        2,601,320     2,305,775     1,648,356
                                      $ 3,627,486   $ 3,347,510   $ 2,532,242
Current Liabilities
Accounts payable                      $    88,651   $    92,330   $    73,147
Payroll and employee benefits              78,083        65,628        49,661
Income taxes                                  367         2,844          -   
Property taxes                             11,661        11,082        10,016
Other current liabilities                  44,199        37,477        30,932
  Total current liabilities               222,961       209,361       163,756
Noncurrent Liabilities and
  Deferred Credits
Long-term debt                          1,054,564       868,665       272,467
Capital lease obligations                 465,613       456,321       462,084
Deferred income taxes                     349,573       309,875       251,955
Postretirement benefits                   148,508       152,470        98,614
Other noncurrent liabilities               31,416        33,151        13,544
                                        2,049,674     1,820,482     1,098,664
Shareholders' Investment
Preferred stock, authorized and
  unissued 15,000,000 shares                 -             -             -
Common stock, authorized 200,000,000
  shares, par value $1.00 per share;
  issued 90,713,876 shares in 1998,
  90,009,898 shares in 1997 and
  89,536,722 shares in 1996                90,714        90,010        89,537
Capital in excess of par value             61,657        46,400        36,049
Accumulated other comprehensive income     (2,705)       (2,610)       (2,290)
Treasury stock, at cost, 409,426 shares
  in 1998, 278,816 shares in 1997
  and 79,800 shares in 1996                (9,906)       (7,370)       (2,020)
Reinvested earnings                     1,215,091     1,191,237     1,148,546
  Total shareholders' investment        1,354,851     1,317,667     1,269,822
                                      $ 3,627,486   $ 3,347,510   $ 2,532,242

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)                               1998         1997         1996    
<S>                                      <C>          <C>          <C>
Net sales                                $ 1,989,315  $1,679,311   $1,545,091
Cost of goods sold                         1,649,265   1,386,023    1,175,304
  Gross profit                               340,050     293,288      369,787
Selling, general and administrative
  expenses                                   102,038      83,778       78,527
  Income from operations                     238,012     209,510      291,260
Other Income (Expense)
Interest expense                             (95,918)    (49,576)     (15,298)
Interest income                               31,168      27,079       10,999
Miscellaneous, net                             5,007       3,381        2,209
  Total                                      (59,743)    (19,116)     ( 2,090)
Income before provision for
  income taxes                               178,269     190,394      289,170
Provision for Income Taxes
Current                                       36,147      46,922       90,019
Deferred                                      35,162      25,428       19,866
  Total                                       71,309      72,350      109,885
Net income before extraordinary item         106,960     118,044      179,285
Loss on debt extinguishment, net of
  tax benefit of $3,069                      ( 4,603)       -            -   
Net income                               $   102,357  $  118,044   $  179,285
Net income per share before
  extraordinary item - basic             $      1.19  $     1.32   $     2.01
Net income per share before
  extraordinary item - diluted           $      1.18  $     1.31   $     2.00
Net income per share - basic             $      1.13  $     1.32   $     2.01
Net income per share - diluted           $      1.13  $     1.31   $     2.00
Average number of common
  shares outstanding                      90,199,750  89,692,396   89,349,964


Consolidated Statements of Shareholders' Investment

                              Accumu-
                     Capital   lated
                        in     Other                                  Compre-
                      Excess  Compre-   Treas-                         hen-
(Dollars in   Common  of Par  hensive    ury   Reinvested              sive
thousands)    Stock   Value   Income    Stock   Earnings    Total      Income 
<S>         <C>      <C>     <C>      <C>      <C>        <C>        <C>
Balance,
  December
  31, 1995   $89,248 $29,701 $(2,369) $(2,100) $1,044,317 $1,158,797 
Net income      -       -       -        -        179,285    179,285 $179,285
Cash
  dividends     -       -       -        -        (75,056)   (75,056)    -
Exercise of
  stock
  options        289   6,103    -        -           -         6,392     -
Tax benefit
  related
  to stock
  options       -        240    -        -           -           240     -
Cumulative
  transla-
  tion ad-
  justment      -       -        79      -           -            79       79
Comprehen-
  sive
  income                                                             $179,364
Treasury
  stock
  purchase      -       -       -      (1,687)       -        (1,687)
Issuance of
  treasury
  stock         -          5    -       1,767        -         1,772          
Balance,
  December
  31, 1996   $89,537 $36,049 $(2,290) $(2,020) $1,148,546 $1,269,822
Net income      -       -       -        -        118,044    118,044 $118,044
Cash
  dividends     -       -       -        -        (75,353)   (75,353)    -
Exercise of
  stock
  options        473   9,447    -        -           -         9,920     -
Tax benefit
  related
  to stock
  options       -        962    -        -           -           962     -
Cumulative
  transla-
  tion ad-
  justment      -       -     ( 320)     -           -       (   320)    (320)
Comprehen-
  sive
  income                                                             $117,724
Treasury
  stock
  purchase      -       -       -      (7,646)       -       ( 7,646)
Issuance of
  treasury
  stock         -        (58)   -       2,296        -         2,238          
Balance,
  December
  31, 1997   $90,010 $46,400 $(2,610) $(7,370) $1,191,237 $1,317,667
Net income      -       -       -        -        102,357    102,357 $102,357
Cash
  dividends     -       -       -        -        (78,503)   (78,503)    -
Exercise of
  stock
  options        704  13,506    -        -           -        14,210     -
Tax benefit
  related
  to stock
  options       -      1,703    -        -           -         1,703     -
Cumulative
  transla-
  tion ad-
  justment      -       -     (   95)    -           -       (    95)     (95)
Comprehen-
  sive
  income                                                             $102,262
Treasury
  stock
  purchase      -       -       -      (5,007)       -       ( 5,007) 
Issuance of
  treasury
  stock         -         48    -       2,471        -         2,519         
Balance,
  December
  31, 1998  $90,714  $61,657 $(2,705) $(9,906) $1,215,091  $1,354,851        


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)                          1998        1997       1996  
Cash Flows from Operating Activities                                         
<S>                                          <C>        <C>         <C>
Net income                                   $ 102,357   $ 118,044   $ 179,285
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and depletion               171,156    121,587     100,220
      Amortization of goodwill and
        intangibles                             10,182      7,013       7,600
      Debt premium amortization               (  7,090)      -           -
      Undepreciated cost of plant and
        equipment retirements                    2,577      6,957       7,694
      Earnings of affiliates                  (  4,755)  (  4,557)   (  3,341)
      Deferred income taxes                     35,162     25,428      19,866
      (Increase) decrease in accounts
        receivable                              13,567     11,331      13,969
      (Increase) decrease in inventories        15,926   (  2,508)   (  5,511)
      (Increase) decrease in prepaid
        expenses                              ( 17,508)    11,801       1,135
      Increase (decrease) in accounts
        payable                               (  3,679)  ( 14,930)        869
      Increase (decrease) in current
        liabilities, other than current 
        maturities of long-term debt
        and accounts payable                    17,279      1,653    (  8,352)
      Increase (decrease) in postretirement
        benefits                              (  3,962)  (    901)      4,912
      Increase (decrease) in other 
        noncurrent liabilities                (  1,735)  (  6,926)      3,201
Net cash provided by operating activities      329,477    273,992     321,547
Cash Flows from Investing Activities
Capital expenditures                          (348,856)  (236,198)   (287,893)
Acquisitions, net of cash                         -      (250,690)       -
Proceeds from sale and leaseback                  -       135,600     422,398
Noncurrent investments                            -          -       (393,229)
Other                                            1,952        130       7,605
Net cash (used in) investing activities       (346,904)  (351,158)   (251,119)
Cash Flows from Financing Activities
Cash dividends                                ( 78,503)  ( 75,353)   ( 75,056)
Proceeds from long-term debt                   160,000    282,000      23,467
Repayment of long-term debt                   (143,831)  (405,103)       -
Net borrowings under lines of credit
  and revolvers                                 56,397    270,389    ( 18,000)
Common stock issued (net)                       13,425      5,474       6,717
Net cash provided by (used in)
  financing activities                           7,488     77,407    ( 62,872)
Net increase (decrease) in cash and
  cash equivalents                            (  9,939)       241       7,556
Cash and cash equivalents - beginning
  of year                                       13,169     12,928       5,372
Cash and cash equivalents - end of year      $   3,230  $  13,169   $  12,928

Cash paid during the year for:
  Interest                                   $  29,333  $  17,281  $   7,330
  Income taxes                                  32,007     93,184    103,234

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, 1998, 1997 and 1996

 1.	Summary of Accounting Policies.

	Principles of Consolidation - The consolidated financial statements 
include the accounts of Consolidated Papers, Inc. and 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.

	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.

	Accounting Standards - The Financial Accounting Standards Board (FASB) 
recently issued Statement of Financial Accounting Standards (SFAS) No. 
130, "Reporting Comprehensive Income," which establishes standards for 
the reporting of the components of comprehensive income, SFAS No. 131, 
"Disclosures about Segments of an Enterprise and Related Information," 
which requires certain information about operating segments to be 
reported on a basis consistent with internal decision making, and SFAS 
No. 132, "Employer's Disclosures about Pensions and Other Postretirement 
Benefits," which standardizes the disclosure requirements for pensions 
and other postretirement benefits. Required disclosures have been made 
and prior years' information has been reclassified for the impact of 
adopting SFAS Nos. 130, 131 and 132 in 1998.

	In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative 
Instruments and Hedging Activities," which requires that every derivative 
instrument be recorded in the balance sheet as either an asset or 
liability measured at its fair value.  The statement requires that 
changes in the derivative's fair value be recognized currently in 
earnings unless specific hedge accounting criteria are met.  In March 
1998, the American Institute of Certified Public Accountants issued 
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer 
Software Developed or Obtained for Internal Use," which revises the 
accounting for software development costs and will require the 
capitalization of certain costs that the company has historically 
expensed.  The company is currently analyzing the impacts of these 
statements, which are required to be adopted in 2000 and 1999, 
respectively, and does not expect either statement to have a material 
impact on the company's financial position, results of operations or cash 
flows.

	Cash and Cash Equivalents - For financial statement purposes, 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 50% in 1998, 45% in 1997 and 57% in 
1996) 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, 1998, 1997 and 1996, by $18.2 million, $21.5 million and 
$21.3 million, 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 to 20 years.  Amortization of 
goodwill resulting from business acquisitions was $9.1 million, $5.6 
million and $4.1 million in 1998, 1997 and 1996, respectively.  At 
December 31, 1998, accumulated amortization of goodwill was $21.3 
million.  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 five 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 1998, 1997 and 1996 was $1.6 million, $3.1 
million and $7.5 million, 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.

	Research and Development - Research and development costs are charged to 
expense as incurred.  Research and development expenses in 1998, 1997 and 
1996 were approximately $7.3 million, $6.8 million and $6.5 million, 
respectively.

	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 $24 million, $30 
million and $12 million at December 31, 1998, 1997 and 1996, 
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 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.  The 
company accrues closure costs and discounted amounts for long-term care 
costs for its landfills over their estimated useful lives.  As of 
December 31, 1998, the company had accrued $5.9 million of the 
anticipated $7.1 million for such costs.

	Income Taxes - Deferred income taxes have been provided for temporary 
differences arising from differences in bases of assets and liabilities 
for tax and financial reporting purposes.  Deferred income taxes are 
recorded on temporary differences at the tax rate expected to be in 
effect when the temporary differences reverse.

	Net Income per Share - Effective January 1, 1997, the company adopted the 
requirements of SFAS No. 128, "Earnings per Share," and, accordingly, 
basic earnings per share is calculated based on the weighted average 
number of common shares outstanding during the year, while diluted 
earnings per share is calculated based on the dilutive effect of 
potential common shares.  All prior period amounts have been restated for 
comparable purposes.

	Basic and diluted earnings per share are reconciled as follows:

                                                       For the years ended
                                                            December 31      
                                                          1997        1996
    (In thousands, except per share data)             (Unaudited) (Unaudited)
    <S>                                                <C>         <C>
    Net sales                                          $1,953,449  $1,820,659
    Net income                                            150,538     244,267
    Net income per share - basic                             3.37        5.50

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

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

     (In thousands)                            1998        1997       1996
     <S>                                   <C>         <C>        <C>
     Term loan from a financial
     institution, unsecured,
     with interest at 7.05%,
     due June 30, 2000                     $   30,000  $  30,000  $  30,000

     Term loan from a financial
     institution, unsecured, 
     with interest at 7.40%,
     due June 30, 2005                         55,000     55,000     55,000

     Term loan from a financial
     institution, secured by equipment,
     with interest at 9.94%,
     repurchased in September 1997               -          -        23,467

     Term loan from a financial
     institution, secured by equipment,
     with interest at 12.08%, due
     January 1, 2007, repurchased in 
     May and June 1998                           -        30,241       -

     Senior Notes with interest
     at 6.71% to 7.14%, due October 31,
     2004, to October 31, 2017                277,000    277,000       -

     Senior Notes with interest at 6.93%
     to 7.30%, due May 8, 2009,
     to May 8,2023                            160,000       -          -

     Industrial Revenue Bonds with
     interest at 4.20% at December
     31, 1998, reset weekly,
     due July 1, 2012                           5,000      5,000       -

     First Priority Senior Secured Notes
     of Inter Lake Papers, Inc. with
     9.25% interest, $19,473 face
     amount and due February 1, 2002           20,369     20,620       -

     Second Priority Senior Secured Notes
     of Inter Lake Papers, Inc. with
     9.875% interest, $1,099 face
     amount and due May 1, 2006                 1,195      1,204       -

     Revolving credit agreements with
     financial institutions, unsecured,
     with a weighted average interest
     rate of 5.35% and 5.91%, respectively    400,000    440,000       -

     Line of credit agreements with
     financial institutions, unsecured,
     with a weighted average interest
     rate of 6.08%, 6.91% and 5.96%,
     respectively                             106,000       9,600     164,000
     Total long-term debt                  $1,054,564   $ 868,665   $ 272,467 

	The company has a $699 million unsecured revolving credit agreement with 
15 participating financial institutions with an expiration date of 
September 26, 2002.  This agreement has a competitive bid loan option 
with varying rates of interest. The company pays the banks a facility fee 
under this agreement.

	The company has $335 million in unsecured lines of credit with seven 
financial institutions.  There are no commitment fees for these lines of 
credit.  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.

	The company recorded an extraordinary loss of $4.6 million after taxes as 
a result of the early redemption of a $143.8 million face value term 
loan. This term loan was assumed as part of the operating lease buyout on 
production equipment at Lake Superior Paper Industries, which occurred 
partly in 1997 and was completed in January 1998 (see Note 4). The loss 
consisted primarily of a prepayment penalty and costs associated with the 
early redemption, net of the write-off of the remaining debt premium and 
net of tax benefits of $3.1 million. The redemption of the 12.08% debt 
was financed with proceeds from the $160 million private placement notes 
with interest rates between 6.93% and 7.30%.

	As of December 31, 1998, the maturities of long-term debt are as follows:

     <S>                  <C>             <C>
     (In thousands)        1999            $    -
                           2000               30,000
                           2001                 -
                           2002              420,369
                           2003                 -
                           Thereafter        604,195

4.	Leases.  The company sold certain assets for $136 million in December 
1997.  The assets were leased back from the purchaser over a period of 16 
years.  The lease is being accounted for as an operating lease, and the 
resulting gain of $17 million is being amortized over the life of the 
lease.  The lease requires the company to pay customary operating and 
repair expenses and to observe certain operating restrictions and 
covenants.  The lease contains renewal options at lease termination and 
purchase options at amounts approximating fair market value in 2005, 2010 
and at lease termination.

	The company also 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, 1998, the company recorded assets for the 
deposits from the sale proceeds of $457 million and liabilities for the 
lease obligations of $484 million.  $18.6 million of both the deposits 
and lease obligations are recorded as current.  The net amount of capital 
lease assets at December 31, 1998, is $261 million.

	The company also leases certain manufacturing facilities, office space, 
and machinery and equipment under various operating lease agreements, 
which have remaining lease terms of two to five years.  Rent expense 
under all operating leases was approximately $11.0 million, $33.8 million 
and $35.3 million for 1998, 1997 and 1996, respectively.

	In January 1998, the company completed the exercise of its early purchase 
option to buy out an operating lease on production equipment at Lake 
Superior Paper Industries by paying $149.3 million in cash and assuming 
$120.4 million in debt. The company had previously purchased a portion of 
the equipment in December 1997 by paying $38.9 million in cash and 
assuming $30.2 million in debt. The total transaction resulted in an 
increase in fixed assets of $338.8 million.

	Future scheduled minimum lease payments under capital and noncancelable 
operating leases as of December 31, 1998, are as follows:

     (In thousands)                      Operating Leases     Capital Leases
     <S>                                    <C>                  <C>
     1999                                   $  13,533            $  23,242
     2000                                      11,506               26,969 
     2001                                      10,947               28,334 
     2002                                       9,900               29,769 
     2003                                       7,559               31,276
     Thereafter                                65,556              857,084 
     Total minimum lease payments           $ 119,001              996,674 

     Imputed interest                                             (512,478)
     Present value of capitalized lease payments                   484,196 
     Less current portion
       (included in other current liabilities)                      18,583 
     Long-term capitalized lease obligations                     $ 465,613 

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

                             1998              1997                1996     
                       Carrying   Fair   Carrying   Fair     Carrying  Fair
  (In thousands)        Amount    Value   Amount    Value     Amount   Value
<S>                   <C>       <C>      <C>      <C>      <C>      <C>
Cash and cash
  equivalents         $  3,230  $  3,230 $ 13,169 $ 13,169 $ 12,928 $  12,928
Restricted cash
  related to leases    457,012   457,012  439,675  439,675  423,618   423,618
Long-term debt,
  including current
  maturities         1,054,564 1,072,071  868,665  875,534  272,467   275,222

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

	Cash, cash equivalents and restricted cash - 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.
6.	Risk Management.  The company periodically uses interest rate lock and 
swap agreements to manage its exposure to interest rate changes.  
Payments or receipts for fluctuations in interest rates under these 
agreements are recorded as adjustments to interest expense and were not 
material in any period.  At December 31, 1998, the company had 
outstanding interest rate swap agreements with a notional principal 
amount of $50 million that convert floating-rate debt to fixed-rate debt. 
The company neither holds nor issues financial instruments for trading 
purposes.

 7.	Employee Pension and Other Benefit Plans.  The company and its 
subsidiaries sponsor 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.

	The company also provides certain noncontributory 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.

	The postretirement benefits for both active and retired employees of 
Inter Lake Papers, Inc. were continued after the acquisition. The amounts 
herein reflect the assumption of these additional liabilities and costs.

	Summarized information on the company's postretirement plans is as 
follows:

                       Pension Benefits                  Other Benefits      
	          12/31/98   12/31/97   12/31/96   12/31/98   12/31/97   12/31/96
<S>          <C>        <C>        <C>        <C>        <C>        <C>
(In thousands)
Change
  in benefit
  obligation
  Benefit
  obligation
    at
    begin-
    ning of
    year     $ 480,029  $ 444,637  $ 437,927  $ 221,325  $ 157,705  $ 149,905
  Service
    cost        16,769     13,760     13,867      5,792      4,619      4,194
  Interest
    cost        33,117     31,247     29,730     15,039     11,736     10,636
  Amendments     2,648       -          -          -          -          -
  Acquisi-
    tion          -          -          -          -        54,610       -
  Net
    actuar-
    ial
    loss/
    (gain)      21,592     13,172    (15,769)     5,313     (  399)        96
  Benefits
    paid       (24,571)   (22,787)   (21,118)    (9,221)    (6,946)  $ (7,126)

  Benefit
    obliga-
    tion
    at end
    of year    529,584    480,029    444,637    238,248    221,325    157,705

Change in
    plan
    assets
  Fair
    value
    of plan
    assets
    at be-
    ginning
    of year    615,648    514,314    468,312     52,637     39,463     33,141

  Actual
    return on
    plan
    assets      41,815    123,937     62,877        741      9,076      4,549
Employer 
    contri-
    butions        200        184      4,244     12,902     11,044      8,899
Benefits
    paid       (24,571)   (22,787)   (21,118)    (9,221)    (6,946)    (7,126)
Fair
    value
    of plan
    assets
    at end
    of year    633,092    615,648    514,315     57,059      52,637    39,463

Net amount
 recognized
  Funded
    status     103,508    135,619     69,677   (181,189)  (168,688)  (118,242)
Unrecog-
    nized
    prior
    service
    cost        19,151     19,072     21,640   ( 16,657)  ( 18,051)  ( 19,445)
Unrecog-
    nized
    tran-
    sition
    (asset)   ( 14,188)  ( 17,027)  ( 19,866)      -          -          -   
Unrecog-
    nized
    net
    actu-
    arial
    loss/
    (gain)    (121,526)  (148,938)  ( 80,334)    30,166     21,830     28,509
(Accrued)
    benefit
    cost     $ (13,055) $ (11,274) $(  8,883) $(167,680) $(164,909) $(109,178)


Amounts
  recog-
  nized
  in the
  statement
  of fin-
  ancial
  position
  consist
  of:
  Prepaid
    benefit
    cost        22,605     17,415     14,342       -          -          -
Accrued
    benefit
    lia-
    bility     (35,660)   (28,689)   (23,225)  (167,680)  (164,909) $(109,178)
Net
    amount
    recog-
    nized    $ (13,055) $ (11,274) $(  8,883) $(167,680) $(164,909) $(109,178)

Weighted-
  average
  assump-
  tions at
  end of
  year Dis-
  count rate      6.75%      7.00%      7.25%      6.75%     7.00%       7.25%
Expected
    return
    on
    plan
    assets        9.00%      9.00%      9.00%      9.00%      9.00%      9.00%
Rate of
    compen-
    sation
    increase      5.00%      5.00%      5.00%      5.00%      5.00%      5.00%

	For measurement purposes, the health care cost trend rates are as 
follows:

	For participants who retired before January 1, 1995, an 8% annual rate of 
increase in the per capita cost of covered health care benefits was 
assumed for 1998.  The rate was assumed to decrease gradually to 5% for 
2001 and remain at that level thereafter.

	For participants who retired after January 1, 1995, a 5.25% annual rate 
of increase in the per capita cost of covered health care benefits was 
assumed for 1998. The rate was assumed to decrease gradually to 4% for 
2001 and remain at that level thereafter.

                      Pension Benefits                  Other Benefits      
	         12/31/98   12/31/97   12/31/96   12/31/98   12/31/97   12/31/96
<S>          <C>        <C>        <C>        <C>        <C>        <C>
 (In thousands)
Components
  of net
  periodic
  benefit
  cost
  Service
    cost     $  16,769  $  13,760  $  13,867  $   5,792  $   4,619  $   4,194
  Interest
    cost        33,117     31,247     29,730     15,039     11,736     10,636

  Expected
    return
    on
    plan
    assets     (46,855)   (41,990)   (34,013)    (4,446)    (3,490)    (2,819)
  Amortiza-
    tion of
    prior
    service
    cost         2,568      2,568      2,568     (1,394)    (1,394)    (1,394)
  Amortiza-
    tion of
    transi-
    tion
    (asset)     (2,839)    (2,839)    (2,839)      -          -          -
  Recognized
    net actu-
    arial
    loss/
    (gain)      (  779)    (  172)        49        682        702      1,387
  Net peri-
    odic
    benefit
    cost     $   1,981  $   2,574  $   9,362  $  15,673  $  12,173  $  12,004

	The net actuarial loss/(gain) in excess of a 10% corridor, the prior 
service cost and the transition (asset) are being amortized over the 
average remaining service period of active participants at the date 
established on a straight-line basis.

	The projected benefit obligation, accumulated benefit obligation, and 
fair value of plan assets for the pension plans with accumulated benefit 
obligations in excess of plan assets were $8.6 million, $4.1 million and 
$0, respectively, as of December 31, 1998, and $8.5 million, $3.9 million 
and $0, respectively, as of December 31, 1997.

	Assumed health care cost trend rates have a significant effect on the 
amounts reported for the health care plan. A 1% change in assumed health 
care cost trend rates would have the following effects:

                                               1% Increase       1% Decrease
	(In thousands)
	Effect on total of service and interest
	  cost components                            $3,747           ($2,948)
	Effect on postretirement benefit
	  obligation                                 32,069           (25,914)

 8.	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.  In April 1998, the company 
adopted a similar plan, the 1998 Incentive Compensation Plan.  This plan 
provides for the granting of options, stock appreciation rights, stock or 
cash awards to directors, officers and all other nonunion employees. The 
company accounts for these plans under Accounting Principles Board 
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, basic earnings per share would have been reduced 
by $.01, $.02 and $.01 for the years ended December 31, 1998, 1997 and 
1996, 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 plans reserved 10 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 2,302,480 options outstanding at December 31, 1998, 966,682 have 
exercise prices between $17.56 and $23.38, with a weighted average 
exercise price of $20.28 and a weighted average remaining contractual 
life of 3.41 years.  965,104 of these options are exercisable with a 
weighted average exercise price of $20.28.  The remaining 1,335,798 
options have exercise prices between $24.06 and $32.97, with a weighted 
average exercise price of $26.92 and a weighted average remaining 
contractual life of 8.17 years.  424,323 of these options are exercisable 
with a weighted average exercise price of $26.13.

	The fair value of each option grant is estimated on the date of grant 
using the Black-Scholes option pricing model with the following weighted 
average assumptions used for grants in 1998, 1997 and 1996, respectively: 
risk-free interest rates of 4.95%, 5.79% and 6.38%; expected dividend 
yields of 3.20%, 3.15% and 3.42%; expected lives of 10, 10, and 10 years; 
and expected volatility of 26.05%, 27.75% and 29.50% for 1998 options, 
19.25% and 18.81% for 1997 options and 16.41% and 16.57% for 1996 
options.

	An analysis of the stock option plans at December 31, 1998, 1997 and 1996 
follows:

                          Weighted              Weighted             Weighted
                           Average               Average              Average
                  1998    Exercise     1997     Exercise     1996    Exercise
                 Shares     Price     Shares      Price     Shares     Price 
<S>             <C>         <C>      <C>         <C>      <C>          <C>
Outstanding at
  beginning of
  year          2,411,328   $ 22     2,331,104   $ 21     2,078,556    $ 19
Granted           534,728     29       475,258     24       417,400      27
Exercised        (617,664)    19      (338,358)    19      (150,168)     18
Expired or
  canceled       ( 25,912)    27      ( 56,676)    24      ( 14,684)     24
Outstanding at
  end of year   2,302,480     24     2,411,328     22     2,331,104      21
Exercisable at
  end of year   1,389,427     22     1,611,150     20     1,650,978      19

Weighted
  average fair
  value of 
  options
  granted        $   8.09             $   6.30             $  5.96

	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, 1998, none of the shares had been 
issued.

9.	Income Taxes.

	The provision for income taxes includes the following components:

   (In thousands)                    1998         1997          1996
   <S>                             <C>          <C>          <C> 
     Current:
       Federal                     $ 29,383     $ 39,040     $  76,312
       State                          3,695        7,882        13,707
         Total current               33,078       46,922        90,019


     Deferred:
       Federal                       33,311       23,591        17,408
       State                          1,851        1,837         2,458
         Total deferred              35,162       25,428        19,866

     Total provision               $ 68,240     $ 72,350     $ 109,885

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

                                      1998         1997          1996

     Statutory federal tax rates      35.0%        35.0%         35.0%
     State income taxes                2.7          3.3           4.0
     Other items                      _2.3          (.3)         (1.0)

     Effective tax rates              40.0%        38.0%         38.0%

	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)                         1998        1997        1996
       <S>                                 <C>         <C>         <C>
       Deferred tax assets:   
         Postretirement benefits           $  66,524   $  65,395   $  43,331
         Accrued vacation                     12,866      10,029       9,118
         Net operating loss carryforward      51,191      50,322        -
         AMT credit                            3,546       1,403        -
         Tax credit carryforward              11,757       7,875       1,487
         Capital loss carryforward             8,974       8,449        -
         Valuation allowance                ( 10,504)   (  7,907)       -
         Other                                20,321      23,184      18,820 
       Total deferred tax assets           __164,675     158,750      72,756
       Deferred tax liabilities:
         Plant and equipment                (476,184)   (432,265)   (288,152)
         Equity method investments          ( 10,140)   ( 10,576)   (  8,711)
         Other                              ( 11,778)   ( 13,428)   ( 15,182)
       Total deferred tax liabilities       (498,102)   (456,269)   (312,045)

       Net deferred tax liability          $(333,427)  $(297,519)  $(239,289)

	The consolidated balance sheets reflect current deferred income taxes of 
$16.2 million, $12.4 million and $12.7 million in prepaid expenses and a 
long-term deferred income tax liability of $349.6 million, $309.9 million 
and $252.0 million at December 31, 1998, 1997 and 1996, respectively.

	As of December 31, 1998, the company had tax carryforwards of 
approximately $75.5 million, which expire from 1999 through 2013.  Due to 
the uncertainty of the realization of certain tax carryforwards, the 
company has established a valuation allowance against these carryforwards 
in the amount of $10.5 million.

10.	Other Commitments.  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 $7.3 million of outstanding Steam Utility Revenue Bonds as of 
December 31, 1998, which mature at various times through April 1, 2002, 
and certain other costs, principally capital expenditures.  The company 
paid $2.8 million in 1998, 1997 and 1996, to service these bonds.  Annual 
payments for the principal and interest portion of these bonds are 
expected to be $2.8 million in 1999 through 2001, with a final payment of 
$.7 million in 2002.

	As of December 31, 1998, the company had capital expenditure commitments 
outstanding of approximately $153.8 million.

11.	Segment Information.  The company's principal business is the manufacture 
of paper and paper-related products.  Consolidated Papers, Inc. is a 
leading manufacturer of coated and supercalendered printing papers.  The 
company is also the nation's leading manufacturer of coated specialty 
papers used in consumer product packaging and labeling.  Other products 
and services include recycled pulp made from printed, preconsumer and 
postconsumer scrap paper, paperboard, paperboard products, corrugated 
products and hospitality and lodging services provided at a company-owned 
hotel.

	The company's headquarters and major operating facilities are all located 
in the United States.  Some forestlands and a small wood chip production 
facility are located in Canada.  These Canadian operations account for 
$.6 million of consolidated total assets.

	The principal markets for the company's products are in the United 
States.  Export sales, primarily to Canada, amounted to $88.2 million in 
1998, $65.8 million in 1997 and $37.4 million in 1996.

	Sales to one customer amounted to 13.6%, 14.3% and 13.0% of consolidated 
net sales in 1998, 1997 and 1996, respectively.  Sales to another 
customer amounted to 10.1% and 10.2% of net sales in 1998 and 1997.

	The company is managed along product lines including coated and 
supercalendered printing papers, coated specialty papers, paperboard 
products, and corrugated products.  Several operating divisions producing 
groundwood-free, groundwood and supercalendered printing papers have been 
aggregated into the coated and supercalendered printing papers reportable 
segment because these operating segments are similar in economic 
characteristics, products, production processes, type of customer and 
distribution methods.  The coated specialty papers, paperboard products 
and corrugated products operating segments do not meet the quantitative 
thresholds for a reportable segment and thus are included in the "Other" 
category.

	The coated and supercalendered printing papers reportable segment derives 
revenues from the sale of printing papers used by commercial printers and 
publishers for magazines, annual reports, advertising brochures, 
catalogs, coupons and newspaper inserts.  The "Other" category includes 
the sales of coated specialty papers (used for flexible packaging, 
pressure-sensitive labels and technical papers), recycled pulp, 
paperboard products and corrugated products, as well as revenues from the 
company-owned hotel.

	Segment sales include intersegment sales valued at arm's-length transfer 
prices.  Segment operating profit is revenue less direct and allocable 
operating expenses.  Segment identifiable assets are those which are 
directly used in or identified to segment operations.  Corporate items 
include nonoperating overhead, selling, general and administrative 
expense, research and development expenditures, interest expense, inter-
segment eliminations, and other income and deductions items.  Corporate 
assets are principally cash and cash equivalents, certain nontrade 
receivables, prepaid items, equity method investments, and certain 
nonoperating fixed assets.

	Financial information by business segment follows:


                                 Printing                Corporate
     (In thousands)               Papers       Other       Items       Total
     <S>                        <C>         <C>         <C>         <C>
     1998
     Revenues                   $1,751,226  $  281,690  $ ( 43,601) $1,989,315
     Segment profit (loss)         323,475      16,575    (161,781)    178,269
     Total assets                2,754,789     325,538     547,159   3,627,486
     Capital expenditures          315,459      29,663       3,734     348,856
     Depreciation and
       amortization                160,514      18,168    (  4,434)    174,248

     1997
     Revenues                   $1,440,005  $  284,820  $ ( 45,514) $1,679,311
     Segment profit (loss)         264,710      28,578    (102,894)    190,394
     Total assets                2,514,870     313,684     518,956   3,347,510
     Capital expenditures          181,582      50,338       4,278     236,198
     Depreciation and                                      
       amortization                105,063      21,248       2,289     128,600

     1996
     Revenues                   $1,296,536  $  277,122  $ ( 28,567) $1,545,091
     Segment profit (loss)         325,654      44,133    ( 80,617)    289,170
     Total assets                1,575,482     401,015     555,745   2,532,242
     Capital expenditures          175,501     108,550       3,842     287,893
     Depreciation and
       amortization                 87,808      17,867       2,145     107,820


QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of selected quarterly financial data for 1998 and 
1997:

(Dollars in
thousands, except        First     Second      Third     Fourth
per share data)         Quarter    Quarter    Quarter    Quarter      Year     
<S>                    <C>        <C>        <C>        <C>        <C>
1998
Net sales              $ 517,009  $ 508,437  $ 491,580  $ 472,289  $ 1,989,315
Gross profit             104,127     94,045     69,584     72,294      340,050
Net income after
  extraordinary item      39,043     27,100     17,179     19,035      102,357
Net income per share
  after extraordinary
  item - diluted             .43        .30        .19        .21         1.13

1997
Net sales              $ 379,841  $ 392,975  $ 396,795  $ 509,700  $ 1,679,311
Gross profit              64,445     70,748     60,287     97,808      293,288
Net income                28,056     30,376     23,776     35,836      118,044
Net income per share -
  diluted                    .31        .34        .26        .40         1.31

Per share amounts restated to reflect the two-for-one stock split of May, 1998.

1998 amounts reflect a $4.6 million after taxes extraordinary loss on debt 
extinguishment.

1997 amounts reflect the acquisition, effective October 1, 1997, of Inter Lake 
Papers, Inc. formally Repap USA.

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


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, 
1998, 1997 and 1996, and the related consolidated statements of income, 
shareholders' investment and cash flows (see Pages 15, 16, 17, and 18) for 
each of the years in the three-year period ended December 31, 1998.  These 
financial statements and the schedule referred to below are the responsibility 
of the Company's management.  Our responsibility is to express an opinion on 
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, 1998, 1997 and 
1996, and the results of its operations and its cash flows for each of the 
years in the three-year period ended December 31, 1998, 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 14, 1999.


                                 SIGNATURES

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

          CONSOLIDATED PAPERS, INC.          
                  Registrant

/s/Carl R. Lemke                                       March 26, 1999         
Carl R. Lemke,                                               Date 
Assistant Secretary
</TABLE>