FORM 10-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

    (Mark One)
      [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended DECEMBER 31, 1996

                                      OR

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

            For the transition period from __________ to __________

                        Commission file number:  0-1732

                           MOSINEE PAPER CORPORATION
              (Exact name of registrant as specified in charter)

                                                    WISCONSIN
         1244 KRONENWETTER DRIVE            (State of incorporation)
       MOSINEE, WISCONSIN 54455-9099               39-0486870
   (Address of principal executive office)      (I.R.S. Employer
                                             Identification Number)

       Registrant's telephone number, including area code: 715-693-4470

       Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, NO PAR VALUE
                             (Title of each class)

 Indicate by check 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 report), 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
                  ___

 As of March 20, 1997, the aggregate market value of the common stock shares
 held by non-affiliates was approximately $328,662,477.

 The number of common shares outstanding at March 1, 1997 was 10,153,681.

                      DOCUMENTS INCORPORATED BY REFERENCE
  Proxy statement dated March 17, 1997 (to the extent noted herein): Part III
<PAGE>

                         TABLE OF CONTENTS
                                                             PAGE

 PART I ......................................................  1

 Item 1. BUSINESS ............................................  1

 Item 2. PROPERTIES ..........................................  9

 Item 3. LEGAL PROCEEDINGS ................................... 11

 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . 12

 PART II ..................................................... 13

 Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER ......................................... 13

 Item 6. SELECTED FINANCIAL DATA ............................. 14

 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION................... 15

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ......... 22

 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.................. 44

 PART III .................................................... 45

 Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . 45

 Item 11. EXECUTIVE COMPENSATION ............................. 45

 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.......................................... 45

 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..... 45

 PART IV ..................................................... 46

 Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K......................................... 46
<PAGE>
                              PART I


 ITEM 1. BUSINESS.

 NATURE OF THE BUSINESS AND SEGMENT INFORMATION

 Mosinee Paper Corporation was incorporated in Wisconsin in 1910. The
 manufacture, converting and sale of paper is the company's only line of
 business.  During 1996, the company realigned three operating divisions
 into the Specialty Papers Division.  The company's operations are now
 divided among its Specialty Papers Division and the Towel and Tissue
 Division.

 THE SPECIALTY PAPERS DIVISION

 The Specialty Papers Division consists of the company's Pulp and Paper
 Division ("Pulp and Paper"), The Sorg Paper Company ("Sorg Paper"), and
 the Mosinee Converted Products Division ("Converted Products")

     PULP AND PAPER
 Principal products of Pulp and Paper include industrial crepe, masking,
 gumming, converting and wax-laminating, foil laminating, flame resistant,
 specialty metal interleaver, cable wrap, electrical insulation, pressure
 sensitive backing, toweling, water base and film coating, ink-jet
 printing, packaging, saturating, and grease-resistant papers and toweling.

 Pulp and Paper products are sold directly to manufacturers and converters,
 mainly in the U.S., in the following industries:  housing, steel,
 aluminum, and other metal, masking tape and masking paper, electrical
 cable, wire and components, automotive, general converters, composite can
 packaging and filter.

     SORG PAPER
 Sorg Paper produces deep-color and white tissue (facial quality, napkin,
 and tablecloth), filter paper (vacuum bag, food cooking, and humidity
 filter); decorative laminates (print base, solid color core, alpha
 overlay, and barrier), and report, menu, construction, U.V. blocker, latex
 label, photo background, vulcanizing, perforating tape, flame-resistant,
 blotting, soapboard/soapwrap, and saturating papers.

 Sorg Paper sells directly to manufacturers and converters with limited
 marketing through paper brokers and distributors mainly in the U.S., in
 the following industries:  housing, consumer product packaging, home
 appliances, filters, printing, advertising and promotion, communication,
 food processing, consumer and commercial goods, soap and soapwrap,
 saturators, and specialized industrial converters.

     CONVERTED PRODUCTS
 Converted Products is a specialty producer which serves the division's
 traditional markets as well as providing new specialty products.
 Traditional products include wax-laminated and converted paper products
 such as roll, ream and skid wrap paper, roll headers, can body stock, cold
 seal packaging, fabric softener, and impregnated medium papers and non-
 wovens.  Newer specialty products result from laminating and coating
 facilities that produce adhesives, latexes, grease barriers and cohesives.

 Converted Products sells to manufacturers and converters in the U.S. in
 the paper, composite can, corrugated container, industrial packaging and
 consumer products industries.
<PAGE>
 TOWEL AND TISSUE DIVISION

 Operating as the Towel and Tissue Division of the company, Bay West Paper
 Corporation ("Bay West") produces, converts and sells towel and tissue
 paper products primarily for the commercial and institutional wash room
 products markets.  Towel and Tissue Division products include washroom
 roll and folded towels, soaps, a variety of towel, tissue and soap
 dispensers, windshield folded towels, industrial wipes, tissue products,
 dairy towels and household roll towels.

 Towel and Tissue Division products are sold under the "Bay West" trade and
 service marks almost exclusively through sanitary maintenance suppliers
 and paper distributors in the U.S. and several foreign countries for use
 in the following markets:  industrial and commercial washroom, educational
 institutions, health care industry, dairy, and automotive service.

 EXPORT SALES

 Mosinee Paper International, Inc. administers export sales and acts as a
 commissioned sales agent for the export sales of the company and has
 elected to be treated as a foreign sales corporation, or FSC, for federal
 income tax purposes. During 1996, export sales of the company's products
 amounted to approximately $29 million.

 SUPPORT OPERATIONS

 Mosinee Holdings, Inc., operates a power plant in Middletown, Ohio to
 provide steam and electricity to Sorg Paper and Bay West's towel and
 tissue paper mill located there.  Pulp wood is produced by the Mosinee
 Industrial Forest (see "Raw Materials").

 RAW MATERIALS

 For paper making operations, fiber represents approximately half of the
 cost of paper. The company satisfies its fiber requirements using virgin
 fiber from pulpwood and chips, purchased bleached pulp and both pre- and
 post-consumer waste or recyclable papers. The types of paper being made
 and their intended uses determine the type or quality of the fiber used.

 During 1996, Pulp and Paper required 34,000 tons, or 27% of total fiber
 requirements, of bleached pulp which it purchased on the open market. The
 average cost of this bleached pulp began the year at $870 per ton and
 steadily decreased to the year-end average cost of $505 per ton. The
 balance, representing unbleached pulp, was produced at its kraft pulp
 mill.

 Wood for Pulp and Paper's pulp mill is produced at its Mosinee Industrial
 Forest in northwestern Wisconsin and purchased from private landowners,
 public forests, and from other forest product manufacturers. During 1996,
 Pulp and Paper consumed 31,000 cords of pulpwood, or 15% of its total wood
 requirements, from its own forests. The balance was available on the open
 market. The average price for market pulpwood remained virtually the same
 throughout the year. The availability of adequate pulpwood and chips is
 satisfactory with prices expected to rise slightly during 1997.

 Sorg Paper is a non-integrated paper manufacturer and must purchase all
 required fiber on the open market. During the year Sorg used 27,000 tons
 of bleached pulp, or 69% of its fiber requirements at an average cost per
 ton ranging from $677 at the start of the year to $446 per ton by year-
<PAGE>
 end. The balance of purchased fiber represented waste papers, generally
 pre-consumer, available from printers and other paper converters.  Pulp
 remains readily available with price being subject to market demand.

 Converted Products utilizes linerboard and various waxes to produce its
 laminated papers. Linerboard, purchased from large paper mills in the
 United States, was in adequate supply during 1996 as a result of
 significant additional capacity in North America.  As a result, linerboard
 producers experienced flat or declining pricing during the year.

 Most of the Towel and Tissue Division's fiber requirements are produced
 from its deink and direct entry systems. The fiber source for these
 systems is low grade recyclable waste papers. Costs per ton of fiber in
 1996 varied, but the average cost was substantially lower than 1995.  The
 Towel and Tissue Division consumed over 145,000 tons of pre- and post-
 consumer waste papers during the year.

 All other chemicals, dyes and sundry raw materials have remained readily
 available with no anticipated shortages seen during 1997.

 ENERGY

 The company's paper mills require large amounts of steam and electricity
 for production. Both Pulp and Paper and the Sorg Paper/Bay West
 Middletown, Ohio complex have their own steam and electricity generating
 facilities. Additionally, Pulp and Paper operates a hydro-electric
 generating facility that produces a portion of its electricity
 requirements. Both facilities have the capability to purchase electricity
 from area utilities. The primary fuel used at the Middletown complex is
 coal while Pulp and Paper utilizes a mixture of coal, bark and sludge and
 also operates a recovery boiler that recovers inorganic chemicals from its
 pulping process.

 PATENTS AND TRADEMARKS

 The company obtains and files trademarks and patents as appropriate for
 newly developed products. The company does not own or hold material
 licenses, franchises or concessions.

 SEASONAL NATURE OF BUSINESS

 None of the products manufactured and sold by the company are seasonal in
 nature.  Unit shipments by the Towel and Tissue Division, however, are
 moderately higher during the summer and early fall months.

 WORKING CAPITAL

 As is customary in the paper industry, the company carries adequate
 amounts of raw materials and finished goods inventory to facilitate the
 manufacture and rapid delivery of paper products to its customers.


 MAJOR CUSTOMERS

 No single customer accounted for 10% or more of consolidated net sales
 during 1996.
<PAGE>
 BACKLOG

 The sales backlog at year-end was over $17 million, up $3 million from the
 prior year-end, and is at a manageable level. The backlog was over $12
 million at specialty paper operations, and amounted to approximately
 thirty-six days. Backlogs at converting facilities, where customer orders
 are serviced from inventories, generally represent orders being prepared
 for shipment. Backlogs at all operations existing at year-end are expected
 to be shipped during 1997.

 COMPETITIVE CONDITIONS

     SPECIALTY PAPERS DIVISION
 Competition in the paper industry in general has been strong as capacity
 in excess of demand for many grades of paper has heightened pricing
 pressure. The tissue portion of the industry saw previous year over
 capacity amounts being absorbed by higher demand resulting from a strong
 economy throughout the year.

 The Specialty Papers Division competes in many different niche markets.
 The highly technical nature of specialty paper limits competition since
 not all paper mills can produce the required papers. The competition is
 generally based more upon quality and service to the customer than price.
 However, as quality and service are improving at most paper manufacturers
 and becoming expected attributes of the product, price competition has
 begun to intensify among competitors in specialty grades. The less
 technical specialty grades of paper encounter more price competition since
 more paper mills have the capability to produce them. Additionally, if
 demand for commodity grade papers declines, producers of these commodity
 grades temporarily may venture into the less technical specialty grades to
 maintain production volumes, thereby increasing price competition. The
 Specialty Papers Division was successful in raising selling prices for
 paper made from pulpwood but had to pass through price decreases for paper
 made from purchased pulp as these pulp costs decreased throughout the
 year.

 Competition in several grades of paper made from Pulp and Paper's natural
 kraft pulp comes from other full-integrated large paper companies, such as
 Thilmany Paper, Longview Fibre Company and Gilman Paper Company.
 Competition in grades of paper made from market pulp comes from several
 non-integrated specialty paper mills and large integrated paper companies
 such as James River Corporation and Little Rapids Paper Company.

 Competition for Sorg Paper products is from both non-integrated specialty
 mills and larger integrated paper companies.  Competitors in Sorg's major
 paper grades of decorative, soapboard, saturating base and vacuum bag
 include James River Corporation, Mead Paper, PWA, Inc., Kimberly Clark,
 Dexter, Fletcher and Monadnock.

 Wax-laminated and converted products compete with several similar sized
 producers. Competition is primarily focused on price. Additionally, wax-
 laminated roll wrap, for paper products sold in roll form by paper mills,
 competes with polywrap as an alternative roll wrap material.

 Competition in roll wrap comes from other wax and poly laminators and
 includes Laminated Papers, Sonoco Products, Bonar Packaging, Ltd.,
 Fortifiber, Inc., Ludlow, Simplex and Fiberlam, Inc.  Ream wrap competes
 primarily with wax-laminated producers such as Sonoco Products.
<PAGE>
     TOWEL AND TISSUE DIVISION
 Competition for the Towel and Tissue Division in the commercial and
 institutional markets is among several large paper companies. Although the
 Division is growing, it is one of the smaller competitors in this market.

 Competition for the Towel and Tissue Division comes from major integrated
 paper companies who service consumer and food service markets as well as
 the industrial and institutional sanitary markets concentrated on by Bay
 West.  Major competitors include Fort Howard Paper Co., James River
 Corporation, Georgia Pacific, Kimberly Clark, Wisconsin Tissue Mills, Inc.

 RESEARCH AND DEVELOPMENT

 The company is involved in research and development activities at all
 locations. Generally, research at specialty paper operations occurs in
 both the laboratory and on the paper machines in the form of trial runs.
 Research at converting facilities is limited to development, often in
 conjunction with suppliers, on new laminating compounds. Tissue operations
 perform trial run research in both deinking and paper production to
 improve product capability and quality. Additionally, research is
 conducted to improve existing, and develop the next generation, of product
 dispensers. The amounts spent on research activities are not material in
 relation to total operating expenses.

 ENVIRONMENT

 The paper industry is subject to stringent environmental laws and
 regulations which govern the discharge of materials into the air and
 ground and surface waters.  Environmental regulations have become more
 restrictive in the past and additional changes can be anticipated in the
 future.  The company is committed to full compliance with all rules
 designed to protect the environment and compliance with current rules is
 not expected to have a material adverse effect on the company's earnings
 or competitive position.  There are no proposed regulatory changes of
 which the company is now aware which are expected to have a material
 effect on the business or financial condition of the company, but it can
 be anticipated that future environmental regulations will likely increase
 the company's capital expenditures and operating costs.

 Additional information concerning the company's status as a potentially
 responsible party and other environmental matters can be found in Item 3,
 Legal Proceedings, and in Note 13 of the Notes to Consolidated Financial
 Statements, page 45.  As noted therein, the company is of the opinion that
 any costs associated with environmental claims will not have a material
 adverse effect on the company's operations, liquidity or consolidated
 financial condition.

 EMPLOYEES

 The company had 1,303 employees at the end of 1996.  Most hourly employees
 are covered under collective bargaining agreements.  Labor agreements at
 the Pulp and Paper Division and Bay West's Middletown, Ohio mill will
 remain in effect until 2000 and 1999, respectively.   The 1993 labor
 agreement at Sorg Paper will expire in 1997.  The company expects that a
 new multi-year contract will be negotiated.  The company considers its
 relationship with its employees to be excellent.

 Eligible employees participate in retirement plans and group life,
 disability and medical insurance programs.
<PAGE>
 EXECUTIVE OFFICERS OF THE COMPANY

 The following information relates to executive officers of the Company as
 of March 19, 1997:

     SAN W. ORR, JR., 55
     Chairman of the Board since 1987
     Director since 1972, Vice Chairman of the Board (1978-1987)
     Also Attorney, Estates of A.P. Woodson & Family and
     Chairman of the Board of Wausau Paper Mills Company, Vice Chairman of
     the Board of MDU Resources Group, Inc., and a director of Marshall &
     Ilsley Corporation

     RICHARD L. RADT, 65
     Vice Chairman of the Board since August, 1993
     Director since 1988
     Previously, President and Chief Executive Officer (1987-1993) and
     President and Chief Executive Officer of Wausau Paper Mills Company
     (1977-1987)

     DANIEL R. OLVEY, 48
     President and Chief Executive Officer since August, 1993,
     Director since August, 1993
     Previously, Executive Vice President and Chief Operating Officer
     (1992-1993), Group Vice President-Specialty Paper (1991-1992), Vice
     President-Finance; Secretary and Treasurer (1989-1991); Vice President
     Finance, Secretary and Treasurer, Wausau Paper Mills Company (1985-
     1989)

     GARY P. PETERSON, 48
     Senior Vice President-Finance, Secretary and Treasurer since August,
     1993
     Previously, Vice President-Finance (1991-1993); partner, Wipfli
     Ullrich Bertelson CPAs (1981-1991).

     STUART R. CARLSON, 50
     Senior Vice President, Specialty Papers,
     Previously, Senior Vice President-Administration (August, 1993-August,
     1996); Vice President-Human Resources (1991-1993); Director of Human
     Resources, Georgia Pacific, Inc. (1990-1991) and Corporate Director of
     Industrial Relations, Great Northern Nekoosa Corporation (1989-1990)

     DAVID L. CANAVERA, 47
     Senior Vice President, Towel and Tissue since August, 1996 Previously,
     Vice President and General Manager, Bay West (May, 1994 to August,
     1996); Vice President - Resident Manager, Bay West (Harrodsburg,
     October, 1993 to May, 1994; Middletown, December 1993 to May, 1994).

     DENNIS M. URBANEK, 52

     Vice President, Engineering and Environmental Services since August,
     1996
     Previously, Vice President and General Manager, Pulp and Paper
     Division (June, 1992 to August, 1996) and Vice President and General
     Manager, Sorg Paper (November 1990 to June, 1992).
<PAGE>
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This Form 10-K, each of the company's annual reports to shareholders,
 Forms 10-K, 8-K, and 10-Q, proxy statements, prospectuses, and any other
 written or oral statement made by or on behalf of the company subsequent
 to the filing of this Form 10-K may include one or more "forward-looking
 statements" within the meaning of sections 27A of the Securities Act of
 1933 and 21E of the Securities Exchange Act of 1934 as enacted in the
 Private Securities Litigation Reform Act of 1995 (the "Reform Act").
 Expressions of the company's or company officers' beliefs or expectations
 that certain events may occur or are anticipated, projections and
 statements of expectations with respect to any aspects of the company's
 business (including, but not limited to, net income, the availability or
 price of raw materials, or customer demand for company products), the
 company's stock performance, the industries within which the company
 operates, the economy, and any other expressions of similar import or
 covering other matters relating to the Company or its operations, identify
 such forward-looking statements of the company.  In making forward-looking
 statements within the meaning of the Reform Act, the company undertakes no
 obligation to publicly update or revise any such statement.

 Forward-looking statements of the company are based on information
 available to the company as of the date of such statements and reflect the
 company's expectations as of such date, but are subject to risks and
 uncertainties that may cause actual results to vary materially.  In
 addition to specific factors which may be described in connection with any
 of the company's forward-looking statements, factors which could cause
 actual results to differ materially include but are not limited to the
 following:

 <bullet> Increased competition from either domestic or foreign
          paper producers or providers of alternatives to the
          company's products, including increases in competitive
          production capacity, resulting in sales declines from
          reduced shipment volume and/or lower net selling prices in
          order to maintain shipment volume.

 <bullet> Changes in customer demand for the company's products
          due to overall economic activity affecting the rate of
          consumption of the company's paper products, growth rates
          of the end markets for the company's products,
          technological or consumer preference changes or acceptance
          of the products by the markets served by the company.

 <bullet> Changes in the price of raw materials, principally
          pulp, wastepaper and linerboard.  A substantial portion of
          the company's raw materials are purchased on the open
          market and price changes could have a significant impact on
          the company's costs.  In particular, fiber represents
          approximately half the cost of making paper and significant
          price increases for fiber could materially affect the
          company's financial condition.  Raw material prices will
          change based on supply and demand on a worldwide spectrum.
          Wood costs can also be impacted by availability,
          environmental issues or other variables.

 <bullet> Unforeseen operational problems at any of the
          company's facilities causing significant lost production
          and/or cost issues.
<PAGE>
 <bullet> Significant changes to the company's strategic plans
          such as a major acquisition or expansion, or failure to
          successfully execute major capital projects or other
          strategic plans.

 <bullet> Changes in laws or regulations which affect he
          company.  The paper industry is subject to stringent
          environmental laws and regulations and any changes required
          to comply with such laws or regulations may increase the
          company's capital expenditures and operating costs.


 ITEM 2. PROPERTIES.

 The company's corporate headquarters are located in Mosinee, Wisconsin.
 The building, which is owned by the company, was constructed in 1985, and
 consists of approximately 38,000 square feet.  Executive officers and a
 corporate staff of approximately 15 persons who perform corporate
 accounting and financial, human resource and MIS services are located in
 the corporate headquarters.

 The following paragraphs provide information on the location and general
 character of the company's facilities, including their productive capacity
 and extent of utilization.

<TABLE>
 SPECIALTY PAPERS DIVISION

     PULP AND PAPER
     LOCATION AND CAPACITY

     Mosinee, WI
     Number of employees: 515
<CAPTION>
                        Practical           1996        Operating
     Product        Capacity* (Tons)    Actual (Tons)     Rate
     <S>                 <C>               <C>            <C>
     Paper               112,100           110,700         99%
     Pulp                 92,500            92,300        100%
</TABLE>
<TABLE>
     SORG PAPER

     LOCATION AND CAPACITY

     Middletown, OH
     Number of employees: 192
<CAPTION>
                        Practical            1996      Operating
     Product        Capacity* (Tons)    Actual (Tons)     Rate
     <S>                 <C>                <C>            <C>
     Paper               33,200             32,640         98%
</TABLE>
<PAGE>
<TABLE>
     CONVERTED PRODUCTS

     LOCATION AND CAPACITY

     Columbus, WI
     Number of employees: 50

     Jackson, MS
     Number of employees: 20
<CAPTION>
                       Practical             1996      Operating
     Product        Capacity* (Tons)    Actual (Tons)     Rate
     <S>               <C>                  <C>            <C>
     Laminated
     Papers            145,000              41,600         29%
</TABLE>
<TABLE>
 TOWEL AND TISSUE DIVISION

     LOCATION AND CAPACITY

     Towel and Tissue Paper Mill
     Middletown, OH
     Number of employees: 159
<CAPTION>
                       Practical             1996      Operating
     Product        Capacity* (Tons)    Actual (Tons)      Rate
     <S>                <C>                 <C>             <C>
     Towel               63,000             58,000          92%
     Tissue              35,000             32,000          91%
     Deink Pulp         105,000             95,000          90%
</TABLE>
<TABLE>
     LOCATION AND CAPACITY

     Harrodsburg, KY
     Number of employees: 336
<CAPTION>
                       Practical             1996      Operating
     Product        Capacity* (Tons)    Actual (Tons)     Rate
     <S>                 <C>                <C>            <C>
     Converted
     Towel & Tissue      129,000            94,000         73%
</TABLE>

 MOSINEE INDUSTRIAL FOREST

     LOCATION AND CAPACITY

     Solon Springs, WI
     1996 production: 35,500 cords
     1996 acreage: 82,700 acres

          *"Practical capacity" is the amount of product a mill can produce
          with existing equipment and workforce and usually approximates
          maximum, or theoretical, capacity.  At the company's converting
          operations it reflects the approximate maximum amount of product
          that can be made on existing equipment, but would require
          additional days and/or shifts of operation to achieve.
<PAGE>
 ITEM 3. LEGAL PROCEEDINGS.

 The company, along with other paper companies, is part of a civil
 investigation by the U.S. Department of Justice begun in 1994 to determine
 whether any violation of U.S. antitrust laws has occurred in the
 commercial and industrial market for sanitary paper products.  The company
 believes it has not violated any antitrust laws.

 In 1986, the Wisconsin Department of Natural Resources ("DNR") nominated a
 landfill, for which the company may be a potentially responsible party,
 for inclusion by the Environmental Protection Agency ("EPA") on the
 National Priorities List ("NPL").  The EPA has not placed the landfill on
 the NPL nor has any other action been taken by the DNR or the EPA. The
 company has contributed its allocated portion of the cost of remediation
 of a second landfill pursuant to a cost sharing agreement and remediation
 work at the site is now complete.

 Based on information now available to the company, the company believes
 that any additional costs associated with these landfills will not have a
 material adverse effect on the company's operations, liquidity or
 consolidated financial condition.

 In the ordinary course of conducting business, the company also becomes
 involved in other issues, investigations, administrative proceedings and
 litigation including matters relating to the environment.  While any
 proceeding or litigation has an element of uncertainty, the company
 believes that the outcome of any pending or threatened claim or lawsuit
 will not have a material or adverse effect on the operations, liquidity or
 consolidated financial condition of the company.

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

     No matters were submitted to a vote of security holders in the fourth
 quarter.
<PAGE>
                              PART II


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

     The company's common stock is traded on The Nasdaq Stock Market under
 the symbol MOSI.  The number of shareholders of record as of February 26,
 1997 was 1,710.  In addition, the company has received identification of
 5,277 non-objecting beneficial owners who own stock in "street name" or
 who are institutional owners.  The company also believes that it has
 approximately 850 beneficial owners who either did not reply or who object
 to being disclosed.  The total estimated number of shareholders as of
 February 26, 1997 is 7,837.  Information related to high and low closing
 prices and dividends is set forth on page 43  A description of certain
 dividend restrictions under the company's credit agreement is set forth in
 Note 7 of the Notes to Consolidated Financial Statements, page 15.
<PAGE>
<TABLE>
 ITEM 6. SELECTED FINANCIAL DATA.
<CAPTION>
 ($ thousands except share data)

                                  1996         1995        1994        1993        1992
 <S>                          <C>          <C>         <C>         <C>         <C>
 Net Sales                      $314,490     $305,570    $266,707    $244,821    $225,512
 Cost of sales                   230,485      249,077     217,502     201,317     195,034
 Gross profit                     84,005       56,493      49,205      43,504      30,478
 Operating expenses               34,479       26,787      23,234      25,147      23,287
 Income from operations           49,526       29,706      25,971      18,357       7,191
 Interest expense                  4,412        6,066       5,010       6,040       7,685
 Other income (expense)(2)          (165)       1,470         580       5,070         553
 Income before income taxes       44,949       25,110      21,541      17,387          59
 Income taxes                     18,050        9,925       8,500       7,750          22
 Net income (loss)(1) (3)         26,899       15,185      12,291       9,637      (8,500)

 Net cash provided by
   operating activities           56,418       30,902      25,926      26,936      16,201
 Working capital                  27,349       26,650      26,312      21,295      13,413
 Capital additions                19,095       17,741      20,377      12,663      14,314
 Depreciation, amortization
   and depletion                  18,064       16,633      15,684      15,017      15,839
 Total assets                    285,029      272,945     265,083     252,061     247,702
 Long-term debt                   48,332       79,307      91,383      96,260     100,000
 Stockholders' equity            123,897      101,192      88,851      79,133      72,070
 Total capitalization            172,229      180,499     180,234     175,393     172,070

 Common stock:
   Net income (loss) per
     share(1)(3)(4)(5)              2.56         1.44        1.16         .92        (.83)
   Book value per share(4)(5)      11.85         9.65        8.48        7.55        6.87
   Dividends declared
     per share (4)(5)                .32          .27         .25         .25         .25
   Weighted average shares
     outstanding (4)(5)       10,479,805   10,483,014  10,483,014  10,483,014  10,427,009
   Number of stockholders
     at year-end                   6,399        4,521       4,626       4,488       4,804
<FN>
 (1)  1992 reflects the cumulative effect of a change in accounting principle
      of $8.5 million expense for the adoption of SFAS No. 106.
 (2)  1993 other income reflects $5.5 million for a patent infringement suit
      award.
 (3)  1994 reflects the cumulative effect of a change in accounting principle
      of $750 thousand expense for adoption of SFAS No. 112.
 (4)  Prior year share data restated for the May, 1995 10% stock dividend.
 (5)  Prior year share data restated for the May, 1996 four-for-three stock
      split.
</TABLE>
<PAGE>
<TABLE>
 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATION.
<CAPTION>
 OPERATIONS REVIEW

     NET SALES

     ($ THOUSANDS)              1996        1995        1994
 <S>                          <C>         <C>         <C>
 Net sales                    $314,490    $305,570    $266,707
 Percent increase                  3%         15%          9%
</TABLE>

 Sales increased $9 million, or 3%, over the prior year. The company's Bay
 West subsidiary increased sales $13 million due to large volume increases,
 while sales volume at the company's specialty paper operations increased
 slightly from the prior year.  These volume increases were offset
 dramatically by selling price reductions principally due to lower raw
 material costs partially passed through to customers.

 In 1995, sales increased $39 million, or 15% over the prior year.  During
 the first half of 1995, the strong economy increased demand in most areas
 of the paper industry.  At the same time, raw material costs increased
 dramatically.  Both factors propelled selling prices with little net gain
 in margins.  Selling prices continued to increase at our Bay West
 operations in the last half of the year while specialty paper prices
 remained relatively constant.  In summary, price and product mix accounted
 for the annual change in sales dollars from 1995 to 1994, while volume
 remained constant.

 During 1994, sales increased $22 million, or 9% over the prior year.  All
 business units experienced increased sales revenue and volume of product
 sold.  Tons sold increased 7% over the prior year's level of 238,000 tons,
 with Bay West accounting for over 80% of the total increase. The strong
 economy of 1994 aided in not only increasing volumes, but also margins as
 the mix of product sold improved.  Strong volume increases added nearly
 $20 million and a more optimal product mix added $4 million.  These
 increases were partially offset by unfavorable pricing of over $1.5
 million.

<TABLE>
     GROSS PROFIT ON SALES
<CAPTION>
        ($ thousands)          1996         1995       1994
 <S>                         <C>          <C>        <C>
 Gross profit on sales       $84,005      $56,493    $49,205
 Percent increase              49%          15%        13%
 Gross profit margin           27%          18%        18%
</TABLE>
 In 1996, gross profit of $84 million increased 49% over the $56 million
 reported in 1995. The gross profit margin for 1996 rose to 27% from the
 18% reported last year due to lower raw material costs for pulp and
 wastepaper and continued emphasis on cost reduction and operating
 efficiency at all of the company's operating locations.

 In 1995, gross profit of $56 million increased 15% over the $49 million
 reported in 1994.  Gross profit margins remained relatively constant from
 year to year, but increased dramatically in the last quarter of 1995 to
<PAGE>
 21% because of improved selling prices and lower raw material costs at the
 Bay West facility.  Bay West's selling prices continued to increase
 throughout the year, while raw material costs increased during the first
 half of 1995 and then rapidly decreased in the second half of the year
 resulting in a significant change in gross margin.  Specialty paper
 margins remained constant at our Pulp and Paper facility, while Sorg's
 margins were negatively impacted because selling prices did not keep pace
 with pulp cost increases.

 In 1994, gross profit rose to $49 million, an increase of 13% over the $44
 million reported the prior year.  Gross profit margins remained at 18%.
 Increased productivity at the Bay West facilities, along with higher
 volumes and an improved mix of product sold at all other units,
 contributed to the increase in gross profit.

<TABLE>
     OPERATING EXPENSES
<CAPTION>
        ($ THOUSANDS)                  1996               1995             1994
 <S>                                 <C>                <C>              <C>
 Selling                             $11,157            $10,383          $ 9,857
 Percent increase                        7%                 5%               7%
 Administrative                       23,322             16,404           13,377
 Percent increase/(decrease)            42%                23%             (16%)
 Total operating expenses             34,479             26,787           23,234
 Percent increase/(decrease)            29%                15%             ( 8%)
 As a percent of net sales              11%                 9%               9%
</TABLE>
 Selling expenses increased $0.8 million in 1996 over 1995.  Increased
 employee incentive compensation and retirement plan costs, promotional
 expenses and general inflation account for the majority of the increase.

 Administrative expenses increased $7 million in comparison to prior year
 levels. Included in administrative expenses are charges for the company's
 management incentive programs, such as the Stock Appreciation Rights Plans
 (SAR), which are based upon the company's stock price.  During 1996,
 increases in the market price for the company's stock resulted in a charge
 of $5.7 million compared to $0.9 million in 1995. The balance of the
 increase was comprised principally of increased incentive compensation
 expense and retirement plan expenses along with general inflationary
 increases.

 Selling expenses increased $0.5 million in 1995 over 1994. Increased
 employee relocation costs, promotional expenses and general inflation
 account for the majority of the increase.

 Administrative expenses increased $3 million from 1994 to 1995. During
 1995, the market price for the company's stock increased, resulting in a
 charge of $0.9 million compared to a credit of $1 million in 1994 for the
 company's management incentive programs.  The balance of the difference of
 $1.1 million is comprised principally of increased incentive compensation
 expense, retirement plan expenses and legal expenses along with general
 inflationary increases.

 Selling expenses increased $0.6 million in 1994. General inflationary
 increases for salaries and wages along with increased selling incentive
 compensation and higher advertising and promotional expenses, primarily at
 Bay West, offset reductions in other costs and accounted for the overall
 increase.
<PAGE>
 The $2.5 million decline in administrative expenses in 1994 from the prior
 year level was caused principally by the SAR plans. During 1994, the
 market price for the company's stock declined, resulting in a credit of $1
 million compared to a charge of $1.7 million in 1993. Salaried employment
 reductions and cost reduction program efforts offset general inflationary
 increases and increased costs to the company's 401(k) plans resulting from
 increased company earnings.

<TABLE>
     INCOME FROM OPERATIONS
<CAPTION>
          ($ THOUSANDS)         1996         1995         1994
 <S>                          <C>          <C>          <C>
 Income from operations       $49,526      $29,706      $25,971
 Percent increase                 67%         14%          41%
</TABLE>
 The record 1996 income from operations of nearly $50 million out distanced
 last year's record of nearly $30 million by 67%.  The moderate sales
 increase along with the large decrease in cost of goods sold due to lower
 raw material costs accounted for most of the improvement.

 In 1995, income from operations rose to $30 million, 14% over the prior
 year.  Increased selling prices and improved Bay West profit margins,
 combined with aggressive cost reduction programs in all operating units
 led to the improvement.

 In 1994, income from operations increased to $26 million, $8 million ahead
 of 1993's level of $18 million. Strong sales volumes and some needed
 relief in pricing along with cost reduction efforts principally accounted
 for the improvement.

<TABLE>
     OTHER INCOME AND EXPENSES
<CAPTION>
 ($ THOUSANDS)                        1996       1995       1994
 <S>                                 <C>        <C>        <C>
 Interest expense                    $4,412     $6,066     $5,010
 Percent increase/(decrease)           (27%)       21%       (17%)
 Other income/(expense)                (165)     1,470        580
</TABLE>
 For 1996, interest expense on commercial paper and other long-term debt
 decreased $1.7 million from the prior year due to a significant reduction
 in the debt level and minor reductions in the average interest rate.

 Interest expense on commercial paper and other long-term debt totaled $6.1
 million in 1995 compared to $5 million in 1994.  Higher interest rates
 offset lower borrowing resulting in the $1.1 million increase.

 Other expense of $0.2 million in 1996, resulted principally from a $0.4
 million abandonment of old equipment at two of the company's locations
 offset by other disposal gains.  Other income of $1.5 million in 1995 and
 $0.6 million in 1994 resulted principally from the sale of timberlands
 incompatible with the company's fiber needs.
<TABLE>
     INCOME TAXES
<CAPTION>
            ($ THOUSANDS)         1996           1995            1994
 <S>                            <C>             <C>             <C>
 Income tax provision           $18,050         $9,925          $8,500
 Percent increase                   82%            17%             10%
 Effective tax rate               40.2%          39.5%           39.5%
</TABLE>
<PAGE>
 The income tax provision varies with reported income, and federal, state
 and local tax rates. The 1996, 1995 and 1994 provisions increased due to
 continued improvement in earnings. The 1996 effective tax rate is up
 slightly from the 39.5% reported for 1995 and 1994.

<TABLE>
     NET INCOME
<CAPTION>
        ($ THOUSANDS)         1996          1995          1994
 <S>                        <C>           <C>           <C>
 Net income                 $26,899       $15,185       $12,291
 Percent increase               77%           24%           28%
 Net income per share*         2.56          1.44          1.16
 Percent increase               78%           24%           26%
<FN>
     * All applicable information has been restated for 1996 four-for-three
      stock split and the 1995 10% stock dividend.
</TABLE>
 Reflecting the above, record net income for 1996 of $26.9 million, or
 $2.56 per share, rose $11.7 million over the prior year level of $15.2
 million, or $1.44 per share.

 Net income for 1995 of $15.2 million, or $1.44 per share, rose $2.9
 million over the prior year level of $12.3 million, or $1.16 per share.

 Net income in 1994 of $12.3 million was impacted by Statement of Financial
 Accounting Standards (SFAS) No. 112, Employers' Accounting for
 Postemployment Benefits.  SFAS No.112 was adopted as of January 1, 1994,
 the required adoption date, by recognizing a cumulative effect expense of
 $750,000, net of income taxes of $400,000.

<TABLE>
 LIQUIDITY AND CAPITAL RESOURCES
<CAPTION>
     CASH FLOW AND WORKING CAPITAL

          ($ THOUSANDS)               1996          1995          1994
 <S>                                <C>           <C>           <C>
 Cash provided by operating
   activities                       $56,418       $30,902       $25,926
 Percent increase/(decrease)            83%           19%           (4%)
 Working capital                     27,349        26,650        26,312
 Percent increase                        3%            1%           24%
 Current ratio                        1.6:1         1.6:1         1.7:1
</TABLE>
 Cash provided by operating activities for 1996 increased 83% over 1995 and
 rose to $56.4 million, an all-time record level.  The increase in net
 income of $11.7 million along with the change in working capital needs of
 $4.7 million offset by other non-cash  activities account for the change.
 Increased inventory quantities more than offset raw material cost
 decreases and was the principal for the increase in inventory investment
 of $7.6 million.  Improved cash collection efforts during the year reduced
 receivables by $2.9 million over 1995, even as sales increased.  Income
 tax paid was reduced due to the utilization of alternative minimum tax
 credit carryover.

 Capital expenditures were $21.1 million in 1996 compared to $16.7 million
 in 1995.  Proceeds from capital asset disposals, principally timberland
 sales, were $0.5 million, a decrease of $1.1 million from 1995.  Major
 capital spending in 1996 was for converting equipment and general paper
 mill improvements and replacements.
<PAGE>
 The strong cash flow and a conservative approach to capital spending
 allowed for sufficient cash to reduce the outstanding debt by $31 million
 and return $3.2 million in cash dividends to shareholders.

<TABLE>
     DEBT AND EQUITY
<CAPTION>
       ($ THOUSANDS)                1996           1995          1994
 <S>                             <C>            <C>           <C>
 Long-term debt                  $ 48,332       $ 79,307      $ 91,383
 Stockholders' equity             123,897        101,192        88,851
 Total capitalization             172,229        180,499       180,234
 Debt/capitalization ratio            28%            44%           51%
</TABLE>

 While the company's financing arrangements do not require scheduled
 repayments of its long-term debt, the company repaid $31 million of
 long-term debt outstanding during the year.  This reduction exceeded the
 company's goal of $12 million established at the beginning of the year.
 The ratio of long-term debt to total capitalization of 28% improved from
 the prior year reflecting an increase in stockholders' equity due to
 stronger earnings and a lower level of debt.

 In 1994, the company refinanced a portion of its existing debt by entering
 into a $20 million unsecured five-year loan with a fixed rate of 7.83%.
 Its unsecured credit facility of $110 million was reduced to $90 million
 near the end of 1994, then to $65 million in October 1996 and remains at
 that level at December 31, 1996.  The company utilizes up to $50 million
 of this credit agreement to support its participation in the commercial
 paper markets. At year-end, approximately $13 million of commercial paper
 was outstanding and classified as long-term debt.

 Management believes that with prior years' major expansions running close
 to designed levels, proper staffing now in place and a continued stable
 economy, cash flow from operations will adequately allow for partial
 repayments of existing debt, planned capital expenditures for property and
 equipment of $45 million next year, and the appropriate repurchase of
 company stock as authorized by the company's Board of Directors.
<PAGE>
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Management's Responsibility For Financial Reporting ..........23

 Auditor's Report .............................................24

 Consolidated Balance Sheets ..................................25

 Consolidated Statements of Stockholders' Equity ..............26

 Consolidated Statements of Income ............................27

 Consolidated Statements of Cash Flows ........................28

 Notes to Consolidated Financial Statements ...................29

 Schedules ....................................................49
<PAGE>
 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

 The management of Mosinee Paper Corporation is responsible for the
 integrity and objectivity of the consolidated financial statements. Such
 financial statements were prepared in conformity with generally accepted
 accounting principles. Some of the amounts included in these financial
 statements are estimates based upon management's best judgement of current
 conditions and circumstances. Management is also responsible for preparing
 other financial information included in this annual report.

 The company's management depends on the company's system of internal
 accounting controls to assure itself of the reliability of the financial
 statements. The internal control system is designed to provide reasonable
 assurance, at appropriate cost, that assets are safeguarded and
 transactions are executed in accordance with management's authorizations
 and recorded properly to permit the preparation of financial statements in
 accordance with generally accepted accounting principles. Periodic reviews
 of internal controls are made by management and the internal audit
 function and corrective action is taken if needed.

 The Audit Committee of the Board of Directors, consisting of outside
 directors, provides oversight of financial reporting. The company's
 internal audit function and independent public accountants meet with the
 Audit Committee to discuss financial reporting and internal control issues
 and have full and free access to the Audit Committee.

 The consolidated financial statements have been audited by the company's
 independent auditors and their report is presented on the following page.
 The independent auditors are approved each year at the annual
 shareholders' meeting based on a recommendation by the Audit Committee and
 the Board of Directors.

     DANIEL R. OLVEY             GARY P. PETERSON
     President and               Sr. Vice President - Finance
     Chief Executive Officer     Secretary and Treasurer
<PAGE>
 REPORT OF INDEPENDENT ACCOUNTANTS

 To the Shareholders and Board of Directors
 Mosinee Paper Corporation
 Mosinee, Wisconsin

 We have audited the accompanying consolidated balance sheets of Mosinee
 Paper Corporation and subsidiaries as of December 31, 1996 and 1995, and
 the related consolidated statements of stockholders' equity, income and
 cash flows for each of the years in the three year period ended December
 31, 1996 and the supporting schedule listed in the accompanying index to
 financial statements.  These financial statements and supporting schedule
 are the responsibility of the company's management. Our responsibility is
 to express an opinion on these financial statements and supporting
 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 and
 supporting schedule are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements and supporting schedule.  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
 Mosinee Paper Corporation and subsidiaries at December 31, 1996 and 1995,
 and the results of their operations and cash flows for each of the years
 in the three year period ended December 31, 1996, and the supporting
 schedule presents fairly the information required to be set forth therein,
 all in conformity with generally accepted accounting principles.

 As discussed in Note 3 to the consolidated financial statements, the
 company changed its method of accounting for postemployment benefits in
 1994.

 We hereby consent to the incorporation by reference of this report in the
 Registration Statements on Form S-8 filed with the Securities and Exchange
 Commission by Mosinee Paper Corporation on October 20, 1995.



 January 30, 1997            WIPFLI ULLRICH BERTELSON LLP
 Wausau, Wisconsin
<PAGE>
<TABLE>
            MOSINEE PAPER CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
<CAPTION>
     ($ thousands)                                     As of
                                                    December 31,
                                                  1996       1995
 <S>                                           <C>         <C>
 ASSETS
 Current assets:
   Cash and cash equivalents                   $  3,150    $  2,416
   Receivables, net                              23,407      26,533
   Inventories                                   41,254      33,641
   Deferred income taxes                          7,225       4,799
   Other current assets                             311         364
     Total current assets                        75,347      67,753
 Property, plant and equipment, net             199,475     196,565
 Other assets                                    10,207       8,627
 TOTAL ASSETS                                  $285,029    $272,945

 LIABILITIES
 Current Liabilities:
   Accounts payable                            $ 18,262    $ 20,583
   Accrued and other liabilities                 27,316      19,389
   Accrued income taxes                           2,420       1,131
     Total current liabilities                   47,998      41,103

 Long-term debt                                  48,332      79,307
 Deferred income taxes                           35,538      24,646
 Postretirement benefits                         16,125      15,001
 Other noncurrent liabilities                    11,884      10,441
     Total liabilities                          159,877     170,498
 Commitments and contingencies                    --          --
 Preferred stock of subsidiary                    1,255       1,255

 STOCKHOLDERS' EQUITY
 Preferred stock - $1 par value,
  authorized 1,000,000 shares, none issued
 Common stock - No par value
     - 30,000,000 shares authorized              58,678      58,678
 Retained earnings                               83,763      60,216
     Subtotals                                  142,441     118,894
 Treasury stock at cost                         (18,544)    (17,702)
     Total stockholders' equity                 123,897     101,192

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $285,029    $272,945
<FN>
 See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                  MOSINEE PAPER CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
 ($ thousands except              COMMON STOCK    Additional                               Common 
     Total
 share data)                                                                               Stock  
     Stock-
                               Shares             Paid-In  Retained   Treasury Stock       Shares 
     holder's
                               Issued     Amount  Capital  Earnings  Shares      Amount   
Outstanding  Equity
 <S>                         <C>         <C>      <C>       <C>      <C>         <C>        <C>   
     <C>
 Balances December 31, 1993  10,393,823  $25,984  $13,851   $56,986  (3,245,380) ($17,688) 7,148,443   $79,133
 Net income, 1994                                            12,291                                     12,291
 Cash dividends declared on
   Mosinee common stock                                      (2,573)                                    (2,573)
 Balances December 31, 1994  10,393,823   25,984   13,851    66,704  (3,245,380)  (17,688) 7,148,443    88,851
 Net income, 1995                                            15,185                                     15,185
 Cash dividends declared on
   Mosinee common stock                                      (2,830)                                    (2,830)
 Elimination of par value                 13,851  (13,851)
 10% Stock dividend           1,039,382   18,843            (18,843)   (325,085)      (14)   714,297      ( 14)
 Balances December 31, 1995  11,433,205   58,678        0    60,216  (3,570,465)  (17,702) 7,862,740   101,192
 Net income, 1996                                            26,899                                     26,899
 Cash dividends declared on
   Mosinee common stock                                      (3,352)                                    (3,352)
 Four-for-three stock split   3,811,068                              (1,190,156)           2,620,912
 Purchases of treasury                                                  (29,971)     (842)   (29,971)     (842)
 shares
 BALANCES DECEMBER 31, 1996  15,244,273  $58,678       $0   $83,763  (4,790,592) ($18,544)10,453,681  $123,897
<FN>
 See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                  MOSINEE PAPER CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
 ($ thousands except share                         For the Years
 data)                                           Ended December 31,
                                         1996          1995           1994
 <S>                                 <C>           <C>            <C>
 Net sales                             $314,490      $305,570       $266,707
 Cost of sales                          230,485       249,077        217,502

 Gross profit on sales                   84,005        56,493         49,205

 Operating expenses:
   Selling                               11,157        10,383          9,857
   Administrative                        23,322        16,404         13,377

     Total operating expenses            34,479        26,787         23,234

 Income from operations                  49,526        29,706         25,971
 Other income (expense):
   Interest expense                      (4,412)       (6,066)        (5,010)
   Other                                 (  165)        1,470            580
 Income before income taxes and
   cumulative effect adjustment          44,949        25,110         21,541
 Provision for income taxes              18,050         9,925          8,500
 Income before cumulative effect
   of a change in accounting
   principle                             26,899        15,185         13,041
 Cumulative effect of a change in
   accounting principle (net of
   income taxes)                           -             -              (750)

 Net income                             $26,899       $15,185        $12,291

 Income per share before cumulative
   effect of a change in accounting
   principle                            $  2.56       $  1.44        $  1.24
 Cumulative effect of a change in
   accounting principle
   (net of income taxes)                   -             -          (   0.08)

 Net income per share                   $  2.56       $  1.44        $  1.16

 Weighted average common
   shares outstanding                10,479,805    10,483,014     10,483,014
<FN>
 All share data has been restated for the 1996 four-for-three stock split and
 the 1995 10% stock dividend.

 See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                  MOSINEE PAPER CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                            For the Years
                                                          Ended December 31,
      ($ thousands)                                 1996          1995         1994
 <S>                                              <C>           <C>          <C>
 Cash flows from operating activities:
   Net income                                     $26,899       $15,185      $12,291
   Provision for depreciation, depletion
     and amortization                              18,064        16,633       15,684
   Recognition of deferred revenue                    (40)          (40)         (40)
   Provision for losses on accounts receivable        257           443          901
   Loss (gain) on property, plant and equipment
     disposals                                        223        (1,417)        (462)      
  Deferred income taxes                             8,466         2,213        3,094
   Changes in operating assets and liabilities:
     Accounts receivable                            2,869        (  769)      (5,647)
     Inventories                                   (7,613)       (3,041)      (  144)
     Other assets                                  (3,831)       (1,907)      (3,339)
     Accounts payable and other liabilities         9,835         3,424        3,060
     Accrued income taxes                           1,289           178          528
 Net cash provided by operating activities         56,418        30,902       25,926

 Cash flows from investing activities:
   Capital expenditures                           (21,100)      (16,741)     (19,088)
   Proceeds from property, plant and
     equipment disposals                              457         1,556          647
 Net cash used in investing activities            (20,643)      (15,185)    ( 18,441)

 Cash flows from financing activities:
   Net payments under credit agreements           (30,975)      (12,076)     ( 4,878)
   Dividends paid                                 ( 3,224)      ( 2,766)     ( 2,573)
   Payments for purchase of treasury stock        (   842)      (    14)         --
 Net cash used in financing activities            (35,041)      (14,856)     ( 7,451)

 Net increase in cash and cash equivalents            734           861           34
 Cash and cash equivalents at beginning of year     2,416         1,555        1,521
 Cash and cash equivalents at end of year         $ 3,150       $ 2,416      $ 1,555

 Supplemental Cash Flow Information:
   Interest paid - net of amount capitalized      $ 4,710       $ 6,034      $ 4,575
   Income taxes paid                                8,296         6,734        4,877
<FN>
 See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
 MOSINEE PAPER CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 BASIS OF CONSOLIDATION - The consolidated financial statements include the
 accounts of Mosinee Paper Corporation and its subsidiaries. All
 significant intercompany transactions and balances have been eliminated in
 consolidation.

 USE OF ESTIMATES IN PREPARATION OF CONSOLIDATED STATEMENTS - The preparation
 of the accompanying financial statements in conformity with generally accepted
 accounting principles requires the use of certain estimates and assumptions
 that directly affect the results of reported assets, liabilities, revenue and
 expenses.  Actual results may differ from these estimates.

 CASH EQUIVALENTS - The company considers all highly liquid debt instruments
 with an original maturity of three months or less to be  cash equivalents.

 INVENTORIES - Substantially all inventories are stated at the lower of cost,
 determined on the last-in, first-out method (LIFO), or market. Inventories not
 on the LIFO method, primarily supply items, are stated at cost (principally
 average cost) or market, whichever is lower. Allocation of the LIFO reserve
 among the components of inventories is impractical.

 PROPERTY, PLANT AND EQUIPMENT - Depreciable property is stated at cost less
 accumulated depreciation. Land, water power rights, and construction in
 progress are stated at cost and timberlands are stated at net depleted value.
 Facilities financed by leases, which are essentially equivalent to installment
 purchases, are recorded as assets and the related obligation as a long-term
 liability.

 When property units are retired, or otherwise disposed of, the applicable cost
 and accumulated depreciation thereon are removed from the accounts. The
 resulting gain or loss, if any, is reflected in income.

 Depreciation is computed on the straight-line method for financial statement
 purposes over 20 to 45 years for buildings and 3 to 20 years for machinery and
 equipment. Depletion on timberlands is computed on the unit-of-production
 method. Depreciation expense includes amortization on capitalized leases.
 Maintenance and repair costs are charged to expense when incurred.
 Improvements which extend the useful lives of the assets are added to the
 plant and equipment accounts.

 REVENUE RECOGNITION - Revenue is recognized upon shipment of goods and
 transfer of title to the customer. Concentrations of credit risk with respect
 to trade accounts receivable are generally diversified due to the large number
 of entities comprising the company's customer base and their dispersion across
 many different industries and geographies.

 TAXES -  Deferred tax assets and liabilities are determined based on the
 estimated future tax effects of the differences between the financial
 statement and tax bases of assets and liabilities, as measured by the current
 enacted tax rates. Deferred tax expense is the result of changes in the
 deferred tax asset and liability. The principal sources giving rise to such
 differences are identified in Note 10.
 PER SHARE DATA - Income per share is computed by dividing net income less Sorg
 Paper preferred stock dividends by the weighted average number of shares of
 common stock outstanding.
<PAGE>
 2 - SEGMENT INFORMATION

 The company operates predominantly in the paper and allied products industry.
 The company formed Mosinee Paper International, Inc., a wholly-owned
 subsidiary located and domiciled in the U.S. Virgin Islands, to administer the
 export sales made by the company.

 3 - CHANGE IN ACCOUNTING POLICY

 On January 1, 1994, the company adopted Statement of Financial Accounting
 Standards (SFAS) No. 112 "Employers' Accounting for Postemployment Benefits"
 which requires the company to accrue for the estimated cost of benefits
 provided by an employer to former or inactive employees after employment but
 before retirement. Previously, the cost of these benefits were expensed as
 they were incurred.  The cumulative effect of $750,000 is shown net of income
 taxes of $400,000 and represents the entire liability for such benefits earned
 through 1993.
<PAGE>
<TABLE>
 4 - SUPPLEMENTAL BALANCE SHEET INFORMATION
<CAPTION>
 Supplemental information on certain balance sheet items consist of the
 following:

 ($ thousands)                                  December 31,
                                             1996         1995
     <S>                                  <C>          <C>
     Receivables
       Trade                               $25,446     $ 28,498
       Other                                   857          848
                                            26,303       29,346
       Less: allowances                     (2,896)      (2,813)
                                           $23,407     $ 26,533
     Inventories
       Raw materials                       $18,154     $ 15,827
       Finished goods and work in
         process                            20,764       20,693
       Supplies                              8,944        8,896
                                            47,862       45,416
       Less: LIFO Reserve                  ( 6,608)     (11,775)
                                           $41,254     $ 33,641
     Property, plant and equipment
       Buildings                          $ 41,316     $ 35,984
       Machinery and equipment             314,517      308,944
       Totals                              355,833      344,928
       Less:  accumulated depreciation    (170,610)    (157,555)
     Net depreciated value                 185,223      187,373
       Land                                  2,162        2,162
       Timber and timberlands, net of
         depletion                           3,388        3,184
       Water power rights                      129          129
       Construction in progress              8,573        3,717
                                          $199,475     $196,565
     Accrued and other liabilities
       Payrolls                           $  4,415     $  3,336
       Vacation pay                          4,761        4,442
       Taxes, other than income              2,177        2,324
       Employee retirement plans             2,597        1,350
       Cash dividends declared                 836          708
       Insurance                             1,649        1,067
       Stock appreciation plans              4,730        3,833
       Interest                                274          643
       Other                                 5,877        1,686
                                          $ 27,316     $ 19,389
</TABLE>
 5 - LEASES

 The company has no significant capital lease liabilities.  The company has
 various operating leases for machinery and equipment, automobiles, office
 equipment and warehouse space.
<PAGE>
<TABLE>
<CAPTION>
 Future minimum payments, by year and in the aggregate, under noncancelable
 operating leases with initial or remaining terms of one year or more
 consisted of the following at December 31, 1996:

          ($ thousands)                    Operating Leases
          <S>                                  <C>
          1997                                 $  946
          1998                                    765
          1999                                    616
          2000                                    355
          2001                                    107
          Total minimum lease payments         $2,789
</TABLE>
 Rent expense for all operating leases of plant and equipment was
 $2,245,000 in 1996, $2,563,000 in 1995 and $2,834,000 in 1994.


 6 - RETIREMENT PLANS

 PENSIONS
 Substantially all employees of the company are covered under various
 pension plans. The defined benefit pension plan benefits are based on the
 participants' years of service and either compensation earned over certain
 final years of employment or fixed benefit amounts for each year of
 service. The plans are funded in accordance with federal laws and
 regulations.
<TABLE>
 The net pension costs for all defined benefit pension plans consist of the
 following components:
<CAPTION>

          ($ thousands)               1996      1995      1994
          <S>                      <C>       <C>       <C>
          Service cost             $   950   $   775   $   801
          Interest cost              2,177     1,985     1,747
          Actual return on assets   (4,441)   (2,241)   (  315)
          Net amortization and
            deferral                 2,142    (  146)   (1,976)
          Net pension cost         $   828   $   373   $   257
</TABLE>
<PAGE>
<TABLE>
 In 1995, various underfunded defined benefit pension plans of the company
 were merged with an overfunded defined benefit pension plan. The following
 sets forth the funded status of the company's defined benefit pension
 plans and the amounts reflected in the accompanying consolidated balance
 sheets:
<CAPTION>
                                                            DECEMBER 31,
 ($ thousands)                                  1996                            1995
                                     PLANS WITH        PLANS WITH       PLANS WITH     PLANS WITH
                                  ASSETS EXCEEDING       ASSETS     ASSETS EXCEEDING     ASSETS
                                     ACCUMULATED       LESS THAN       ACCUMULATED     LESS THAN
                                       BENEFIT        ACCUMULATED        BENEFIT      ACCUMULATED
                                     OBLIGATION         BENEFIT        OBLIGATION       BENEFIT
                                                      OBLIGATION                      OBLIGATION
 <S>                                 <C>              <C>               <C>           <C>
 ACTUARIAL PRESENT VALUE OF
 BENEFIT OBLIGATIONS AT
 SEPTEMBER 30
 VESTED BENEFIT OBLIGATION           ($21,325)          ($964)          ($20,587)     ($   766)
 ACCUMULATED BENEFIT OBLIGATION      ($24,619)        ($1,829)          ($24,204)     ($ 1,359)
 PROJECTED BENEFIT OBLIGATION        ($27,599)        ($2,516)          ($27,145)     ($ 1,686)
 FAIR VALUE OF PLAN ASSETS AT
 SEPTEMBER 30                          28,551              --             25,505            --
 PROJECTED BENEFIT OBLIGATION
 (IN EXCESS OF) LESS THAN
 PLAN ASSETS AT SEPTEMBER 30              952         ( 2,516)          (  1,640)     (  1,686)
 UNRECOGNIZED NET LOSS (GAIN)        (  2,980)            757           (    436)          273
 UNRECOGNIZED PRIOR SERVICE COST          560             472                632           514
 UNRECOGNIZED INITIAL NET
   OBLIGATION (ASSET)                (  1,121)             93           (  1,280)          105
 UNRECOGNIZED ACQUISITION TAX
 BENEFIT                                  557              --                641            --
 CASH CONTRIBUTIONS TO PLANS
  SUBSEQUENT TO SEPTEMBER 30               --              12                 --            12
 ADJUSTMENT REQUIRED TO RECOGNIZE
   MINIMUM LIABILITY                       --           ( 647)                --       (   577)
 CONSOLIDATED BALANCE SHEETS AT
 DECEMBER 31                         ($ 2,032)       ($ 1,829)          ($ 2,083)     ($ 1,359)
</TABLE>
 The projected benefit obligations at September 30, were determined using
 an assumed discount rate of 7.75% and 7.5% for 1996 and 1995,
 respectively, and assumed compensation increases of 5% in 1996 and 1995.
 The assumed long-term rate of return on plan assets was 9%. Plan assets
 consist principally of fixed income and equity securities and includes
 Mosinee Paper Corporation common stock of $3,459,000 and $2,253,000 in
 1996 and 1995, respectively.

 The company's defined contribution pension plans, covering various
 salaried employees, provide for company contributions based on various
 formulas. The cost of such plans totaled $3,669,000 in 1996, $2,279,000 in
 1995, and $2,100,000 in 1994.

 The company has deferred compensation or supplemental retirement
 agreements with certain present and past key officers, directors and
 employees. The principal cost of such plans is being or has been accrued
 over the period of active employment to the full eligibility date. Certain
 payments, insignificant in amount, are charged to expense when paid. Costs
 charged to operations under such agreements approximated $157,000,
 $155,000, and $161,000 for 1996, 1995, and 1994, respectively.
<PAGE>
     POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

 In addition to providing pension benefits, the company provides certain
 health care and nominal term life insurance benefits for retired
 employees. Substantially all of the company's employees may become
 eligible for those benefits if they reach normal retirement age while
 working for the company.

 Cost-sharing provisions, benefits and eligibility for various employee
 groups vary by location and union agreements. Generally, eligibility is
 attained after reaching age 55 or 62 with minimum service requirements.
 Upon reaching age 65, the benefits become coordinated with Medicare. The
 plans are unfunded and the company funds the benefit costs on a current
 basis.
<TABLE>
 The net postretirement benefit costs consists of the following components:
<CAPTION>

 ($ thousands)                         1996      1995      1994
 <S>                                 <C>       <C>       <C>
 Service cost                        $  658    $  474    $  467
 Interest cost                        1,443     1,195     1,046
 Net amortization and deferral          169         5        72
 Net postretirement benefit cost     $2,270    $1,674    $1,585
</TABLE>
<TABLE>
 The following table sets forth the accumulated postretirement benefit
 obligation (APBO) of the plans as reported in the accompanying
 consolidated balance sheets:
<CAPTION>
                                               December 31,
 ($ thousands)                             1996           1995
 <S>                                    <C>            <C>
 Retirees and dependents                 ($8,812)       ($8,985)
 Fully eligible active participants      ( 2,217)       ( 1,964)
 Other active participants               ( 8,272)       ( 7,350)
 Total APBO                              (19,301)       (18,299)
 Unrecognized net loss                     3,176          3,298
 Accrued postretirement benefit cost    ($16,125)      ($15,001)
</TABLE>
 The 1996 assumed health care cost trend rate used in measuring the
 accumulated postretirement benefit obligation was 9%, declining by 1%
 annually for four years to an ultimate rate of 5%. The weighted average
 discount rate used was 7.75%. For 1995, the obligation was calculated
 using a health care cost trend rate of 10%, declining by 1% annually for
 five years to an ultimate rate of 5%. The weighted average discount rate
 was 7.5%.
 The effect of a 1% increase in the health care cost trend rate would
 increase the APBO by $2,174,000 or 11.3% and $2,039,000 or 11.1%, at
 December 31, 1996 and 1995, respectively. The effect of this change would
 increase the aggregate of the service cost and interest cost by $326,000
 or 15.5% in 1996, $251,000 or 15.0% in 1995 and $262,000 or 16.5% in 1994.
<PAGE>
<TABLE>
 7 - LONG-TERM DEBT
<CAPTION>
 Long-term debt consists of the following:


     ($ thousands)                         December 31,
                                      1996             1995
     <S>                           <C>              <C>
     Commercial paper              $ 13,332         $ 34,307
     Revolving credit agreement      15,000           25,000
     Long-term note                  20,000           20,000
     Total                           48,332           79,307
     Less: current maturities           -                -
     Long-term debt                $ 48,332         $ 79,307
</TABLE>
 The company has a commercial paper placement agreement to issue up to $50
 million of unsecured debt obligations. The weighted average interest rate
 on commercial paper outstanding at December 31, 1996 was 5.7% and 6.0% at
 December 31, 1995. The amounts have been classified as long-term as the
 company intends, and has the ability, to refinance the obligations under
 the revolving credit agreement.

 A five year credit agreement with one bank as agent and certain financial
 institutions as lenders was established April 16, 1993 to issue up to $130
 million of unsecured borrowing less the amount of commercial paper
 outstanding.  There are no payments required until March 31, 1998, at
 which time, all outstanding amounts become due. Under the agreement, the
 company may reduce the commitment amount prior to March 31, 1998 without
 penalty. As of December 31, 1996, the commitment amount has been reduced
 to $65 million. The weighted average interest rate at December 31, 1996
 was 5.8% and at December 31, 1995 was 6.0%.  The agreement provides for
 various restrictive covenants, which includes maintaining minimum net
 worth, interest coverage and debt to equity ratios and limits dividend and
 other restricted payments to approximately $41 million.

 The credit agreement provides for commitment and facility fees during the
 revolving loan period.  Commitment fees are 0.1875% per annum of the
 unused portions of the commitment, payable quarterly.  Facility fees are
 0.125% per annum of the total commitment, payable quarterly.

 The company entered into an unsecured five year fixed rate debt
 arrangement for $20 million on September 30, 1994 with one financial
 institution to secure an interest rate of 7.83%.  Interest is paid monthly
 and the principal is not due until September 1999.  The arrangement
 provides for various restrictive covenants, which includes maintaining a
 minimum net worth, interest coverage and debt to capital ratios.

 The difference between the book value and the fair market value of long-
 term debt is not material.
<TABLE>
 The aggregate annual maturities of long-term debt in future years is shown
 below:
<CAPTION>
     ($ THOUSANDS)      1997      1998       1999
                          <S>   <C>        <C>
                          -     $28,332    $20,000
</TABLE>
<PAGE>
 The annual maturities on the revolving credit agreement included in the
 above schedule are based on the amount outstanding at December 31, 1996.
 Annual maturities will be affected by future borrowing under the
 agreement.

<TABLE>
 8 - INTEREST EXPENSE AND CAPITALIZED INTEREST
<CAPTION>
 ($ THOUSANDS)

                          Total                          Net
                         Interest       Capitalized    Interest
       December 31,      Expense         Interest      Expense
          <S>            <C>               <C>         <C>
          1996           $4,601            $189        $4,412
          1995            6,247             181         6,066
          1994            5,143             133         5,010
</TABLE>
 9 - PREFERRED SHARE PURCHASE RIGHTS PLAN

 On July 10, 1996, pursuant to the Rights Agreement dated July 1, 1996, the
 company paid a dividend of one preferred share purchase right (a "Right")
 for each outstanding share of the company's common stock.  The Rights
 replace the rights granted to shareholders in 1986 which expired July
 1996.

 In general, the Rights will not become exercisable until 10 days after a
 public announcement that a person has acquired 15% of the common stock or
 10 business days after a person has announced a tender or exchange offer
 in which 15% or more of the common stock would be acquired.  A "person"
 for purposes of the Rights, includes a group of affiliated or associated
 persons.

 Each Right provides that, when exercisable, the holder may purchase .01
 share of Mosinee series A Junior Participating Preferred Stock ("Preferred
 Stock") at a price of $100.  Each .01 share of Preferred Stock is entitled
 to a dividend equal to the dividend paid on a share of common stock (with
 a minimum of $.05 per quarter) and will have one vote.  In the event that
 the company is liquidated, each .01 share of Preferred Stock would be
 entitled to a minimum liquidation preference of $1 and would otherwise
 receive the liquidation payment of a share of stock.  In the event of a
 merger or other exchange involving the common stock, the holder of a share
 of Preferred Stock would receive the same amount as that received by the
 holder of a share of common stock.

 Once a person has acquired at least 15% of the common stock, a holder may
 exercise the Rights and receive, in lieu of Preferred Stock, common stock
 having a value equal to 200% of the exercise price of each Right.  If a
 person has acquired at least 15% of the common stock and the company is
 acquired in a merger or similar transaction or 50% of its assets are
 acquired, the holder may exercise the Rights and receive, in lieu of
 Preferred Stock, common stock from the acquiring company which has a value
 of twice the exercise price of the Rights.

 The company may redeem the Rights for $.01 per Right before a person
 acquires 15% of the common stock.  If a person acquires 15%, but has not
 yet acquired 50% of the common stock, the company may exchange one share
 of common stock for each Right.
<PAGE>
 The Rights Agreement contains provisions to permit the Board of Directors
 to adjust the percentage of stock to be acquired by a person before the
 Rights become exercisable and to adjust, among other things, the exercise
 price, the redemption price and/or conversion amounts in the event of
 stock splits, stock dividends or other events which affect the number,
 classes or rights of the  common stock.  The Rights will expire on July
 10, 2006 unless they are redeemed or exchanged earlier by the company as
 described above or are exercised by shareholders.  The company has
 reserved 100,000 shares of preferred stock.
 10 - INCOME TAXES
<TABLE>
     PROVISION FOR INCOME TAXES
<CAPTION>
 The provision for income taxes is as follows:

          ($ thousands)
                                       1996       1995       1994
          <S>                       <C>         <C>        <C>
          Current tax expense:
               Federal              $ 7,171     $6,443     $4,406
               State                  2,413      1,269      1,000
          Total current               9,584      7,712      5,406
          Deferred tax expense:
               Federal                8,374      1,820      2,880
               State                     92        393        214
          Total deferred              8,466      2,213      3,094
          Total provision for
            income taxes            $18,050    $ 9,925    $ 8,500
</TABLE>
<TABLE>
     RECONCILIATION FROM FEDERAL STATUTORY TO EFFECTIVE TAX RATE
<CAPTION>
 ($ thousands)
                              1996                  1995                  1994
                        AMOUNT    PERCENT     AMOUNT    PERCENT     AMOUNT    PERCENT
 <S>                   <C>         <C>        <C>        <C>        <C>        <C>
 Federal statutory
   rate                $15,731     35.0%      $8,789     35.0%      $7,539     35.0%
 State taxes,
   net of
   federal
   benefit               1,628      3.7%       1,080      4.3%         790      3.7%
 Other - net               691      1.5%          56       .2%         171       .8%
 Consolidated
   effective tax       $18,050     40.2%      $9,925     39.5%      $8,500     39.5%
</TABLE>
 At the end of 1996, $29,000,000 of unused state operating loss carryovers
 existed which may be used to offset future state taxable income in various
 amounts through the year 2010.  Because separate state tax returns are
 filed, the company is not able to offset consolidated income with the
 subsidiaries' losses.  Under the provisions of SFAS No. 109, the benefits
 of state tax losses are recognized as a deferred tax asset, subject to
 appropriate valuation allowances.  At December 31, 1996, the company has
 unused alternative minimum tax credit carryforwards of approximately
 $1,627,000 which can be used to offset future regular tax liabilities.
<PAGE>
<TABLE>
     DEFERRED INCOME TAXES
<CAPTION>
 Deferred income taxes are provided for the temporary differences between
 the financial reporting basis and the tax basis of the company's assets
 and liabilities. The tax effects of major temporary differences that give
 rise to the deferred tax assets and liabilities at December 31, are as
 follows:
 ($ thousands)
                                                   1996         1995
 <S>                                           <C>           <C>
 Deferred tax assets:
  Allowances on accounts receivable            $  1,027      $ 1,062
  Accrued compensated absences                    1,636        1,478
  Stock appreciation rights plans                 2,883        2,053
  Pensions                                          856          857
  Postretirement benefits                         6,235        5,800
  Postemployment benefits                           371          364
  Reserves                                        2,130          866
  State net operating loss carryforward           2,724        3,783
  Alternative minimum tax credit carryforward     1,627        8,838
  Other                                             180           27
  Gross deferred tax assets                      19,669       25,128
   Less: valuation allowance                   (  1,632)     ( 1,672)
  Net deferred tax assets                        18,037       23,456
 Deferred tax liabilities:
  Property, plant and equipment                ( 44,049)    ( 41,478)
  Deferred expenses                            (  2,301)    (  1,825)
  Total gross deferred tax liabilities         ( 46,350)    ( 43,303)
 Net deferred tax liability                    ($28,313)    ($19,847)
</TABLE>
<TABLE>
 The total deferred tax liabilities (assets) as presented in the
 accompanying balance sheets are as follows:
<CAPTION>
 ($ thousands)                                    1996          1995
 <S>                                            <C>          <C>
 Net long-term deferred tax liabilities         $35,538      $ 24,646
 Gross current deferred tax assets              ( 8,857)      ( 6,471)
 Valuation allowance on deferred tax assets       1,632         1,672
 Net current deferred tax assets                ( 7,225)      ( 4,799)
 Net deferred tax liability                     $28,313      $ 19,847
</TABLE>
 A valuation allowance has been recognized for a subsidiary's state tax loss
 carryforward as cumulative losses create uncertainty about the realization of
 the tax benefits in future years.

 11 - STOCK OPTIONS AND APPRECIATION RIGHTS

 The company has adopted two Executive Stock Option Plans.  The 1994 plan,
 which was amended effective December 19,1996, subject to shareholder
 approval, provides for the granting of either qualified incentive stock
 options (ISO) or non-qualified options.  Under the 1994 plan, options to
 purchase 300,000 shares of common stock may be issued to key employees and
 directors of the company.  Options must be granted at an option price
 which is not less than fair market value at the time of the grant.
 Qualified options can be exercised no later than ten years from the date
 of the grant (twenty years from date of grant for non-qualified options).
<PAGE>
 The 1985 plan is a non-qualified stock option plan under which options to
 purchase 168,597 common shares have been issued to key executive employees
 of the company or subsidiaries. The plan provides for the granting of
 options at a price which is not less than market value at the time of the
 grant. Options can be exercised no sooner than six months or no later than
 twenty years from the date of the grant.

 Effective January 1, 1996, the company has adopted Statement of Financial
 Accounting Standards (SFAS) No.123, "Accounting for Stock-Based
 Compensation".  As permitted under SFAS No.123, the company will continue
 to measure compensation cost for stock option plans using the "intrinsic
 value based method" prescribed under APB No.25, "Accounting for Stock
 Issued to Employees".  Accordingly, no compensation cost has been
 recognized for the stock option plans.  If compensation cost had been
 determined consistent with the provision of SFAS No.123, which prescribes
 the "fair value based method" on the grant date, the results on the
 company's net earnings and earnings per share would not have been
 materially different from amounts reported in 1996 and 1995.
<TABLE>
 The following table summarizes information relating to the company's stock
 option plans:
<CAPTION>
 (IN DOLLARS OR NUMBER OF SHARES)
                                 1996                  1995                  1994

                                   Weighted               Weighted                Weighted
                                   Average                Average                 Average
                                   Exercise               Exercise                Exercise
                      Shares       Price     Shares       Price     Shares        Price
<S>                   <C>          <C>       <C>          <C>       <C>           <C>
 Options outstand-
  iny at beginning
  of year             220,000      $21.55    117,333      $23.86     99,000       $23.86
 Granted               42,267       28.60    102,667       18.91     18,333        23.87
 Options outstanding
  at end of year      262,267       22.69    220,000       21.55    117,333        23.86
 Options exercisable
  at end of year      220,000       21.55    117,333       23.86     99,000        23.86

 Option price range
  at end of year      $18.37-35.78           $18.37-27.27           $20.45-27.27
<FN>
       All shares and per share data have been adjusted for the 1996 four-for-
       three stock split and the 1995 10% stock dividend.
</TABLE>
 Two stock appreciation rights plans are maintained by the company. The
 1988 Stock Appreciation Rights Plan gives certain officers and key
 employees the right to receive cash equal to the sum of the appreciation
 in value of the stock and the value of reinvested hypothetical cash
 dividends which would have been paid on the stock covered by the grant.
 The 1988 Management Incentive Plan gives certain management employees the
 right to receive similar cash payments. The stock appreciation rights
 granted under the plans may be exercised in whole or in part and are paid
 in installments and will vest at such times as specified in the grant. In
 all instances, the rights lapse if not exercised within 20 years of the
 grant date. Compensation expense is recorded with respect to the rights,
 based upon quoted market value of the shares and the exercise provisions.
 The provision (credit) for incentive compensation plans based upon the
 company's stock price, principally stock appreciation rights, was
 $4,902,000 in 1996, $775,000 in 1995, and ($933,000) in 1994.
<PAGE>
<TABLE>
 The following table summarizes the activity relating to the company's
 stock appreciation plan:
<CAPTION>
 (IN DOLLARS OR NUMBER OF SHARES)              1996         1995        1994
 <S>                                        <C>           <C>         <C>
 Rights outstanding at beginning of year     414,579      426,803     439,023
 Granted                                           -            -      11,000
 Exercised                                  (204,846)     (12,224)    (23,220)
 Terminated                                 (  2,933)           -           -
 Rights outstanding at end
   of year                                   206,800      414,579     426,803
 Rights exercisable at end
   of year                                   206,800      407,733     407,733

 Price range of outstanding                  $8.52-       $7.50-      $7.50-
   stock appreciation rights                  20.37        20.37       20.37
<FN>
 ALL SHARES AND PER SHARE DATA HAVE BEEN ADJUSTED FOR THE 1996 FOUR-FOR-THREE
 STOCK SPLIT AND THE 1995 10% STOCK DIVIDEND.
</TABLE>

 12 - STOCKHOLDERS' EQUITY

 On April 20, 1995, the shareholders of the company approved a resolution which
 amended the company's Restated Articles of Incorporation to increase the
 number of authorized shares of common stock from 15,000,000 shares, par value
 $2.50, to 30,000,000 shares, without par value.  The additional paid-in
 capital account has been combined with common stock as presented in the
 Consolidated Statements of Stockholders' equity.

 13 - CONTINGENCIES, LITIGATION, & COMMITMENTS

 In 1986, the Wisconsin Department of Natural Resources ("DNR") determined that
 a landfill, for which the company may be a potentially responsible party, was
 nominated by the DNR for inclusion by the Environmental Protection Agency
 ("EPA") on the National Priorities List ("NPL").  The EPA has not placed the
 landfill on the NPL nor has any other action been taken by the DNR or the EPA.
 The company has contributed its allocated portion of the cost of remediation
 of a second landfill pursuant to a cost sharing agreement and remediation work
 at the site is now complete.

 Based on information now available to the company, the company believes that
 any additional costs associated with these landfills will not have a material
 adverse effect on the company's operations, liquidity or consolidated
 financial condition.

 The company, along with other paper companies, is part of a civil
 investigation begun in 1994 by the U. S. Department of Justice to determine
 whether any violation of U. S. antitrust laws has occurred in the commercial
 and industrial market for sanitary paper products.  The company believes it
 has not violated any antitrust laws.

 In the ordinary course of conducting business, the company, from time to time,
 also becomes involved in other issues, investigations, administrative
 proceedings and litigation including matters relating to the environment.
 While any proceeding or litigation has an element of uncertainty, the company
 believes that the outcome of any pending or threatened claim or lawsuit will
 not have a material adverse effect on the operations, liquidity or
 consolidated financial condition of the company.
<PAGE>
 Through the year 2006, the company is to pay a municipality a minimum annual
 usage fee of approximately $150,000 paid on a quarterly basis, to discharge
 industrial waste into the municipality's wastewater treatment facility.  The
 aggregate amount of such required future minimum payments at December 31, 1996
 was $1,405,000. In addition, the company is to pay monthly contingent usage
 fees to the municipality based on the amount of industrial waste discharged.
 Minimum and contingent usage fees incurred totaled $653,000, $666,000 and
 $630,000 in 1996, 1995, and 1994, respectively.
<TABLE>

 QUARTERLY INFORMATION (UNAUDITED)
<CAPTION>
 ($ THOUSANDS EXCEPT SHARE        First      Second     Third     Fourth
 DATA)                             QTR.       QTR.       QTR.      QTR.      ANNUAL
 <S>                             <C>        <C>        <C>       <C>        <C>
 1996
 Net sales                       $76,176    $79,193    $81,761   $77,360    $314,490
 Gross profit                     18,162     22,526     22,997    20,320      84,005
 Net income                        4,682      7,619      8,279     6,319      26,899
 Net income per share                .44        .73        .79       .60        2.56

 1995
 Net sales                       $72,578    $74,672    $79,423   $78,897    $305,570
 Gross profit                     13,199     11,634     14,779    16,881      56,493
 Net income                        3,405      2,886      3,792     5,102      15,185
 Net income per share                .32        .27        .36       .49        1.44

 1994
 Net sales                       $61,995    $64,784    $67,811   $72,117    $266,707
 Gross profit                     10,989     12,612     11,604    14,000      49,205
 Income before cumulative
   effect of a change
   in accounting principle         2,520      2,879      3,059     4,583      13,041
 Cumulative effect of a change
   in accounting principle
   (net of income taxes)          (  750)         -          -         -      (  750)
 Net income                        1,770      2,879      3,059     4,583      12,291
 Income per share:
   Before cumulative effect
     of a change in accounting
     principle                       .24        .27        .29       .44        1.24
   Cumulative effect of a
     change in accounting
     principle (net of income
     taxes)                        ( .08)         -          -         -       ( .08)
 Net income per share                .16        .27        .29       .44        1.16
<FN>
     ALL APPLICABLE INFORMATION HAS BEEN RESTATED FOR THE 1996 FOUR-FOR-THREE STOCK SPLIT
     AND THE 1995 10% STOCK DIVIDEND.
</TABLE>
<PAGE>
<TABLE>
 MARKET PRICES FOR COMMON SHARES (UNAUDITED)
 The Company's common shares are traded on The Nasdaq Stock Market under the
 symbol, MOSI.  Price ranges and dividends paid per share were as follows:
<CAPTION>
 (In dollars)

                1996                   1995                    1994
            Prices     Divi-       Prices      Divi-       Prices      Divi-
 Qtr.   High     Low   Dends    High    Low    Dends   High     Low    Dends
 <S>   <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>
 1st   $24.56  $18.56  $.08   $19.94  $16.37  $.0675  $24.55  $19.94  $.062
 2nd    27.75   23.06   .08    19.77   15.94   .0675   21.98   19.26   .062
 3rd    29.00   26.00   .08    19.03   16.13   .0675   22.33   19.77   .062
 4th    36.00   27.25   .08    20.06   17.44   .0675   21.31   16.88   .062
</TABLE>
 Prices reflect high and low closing price quotations on the Nasdaq Stock
 Market and do not reflect mark-ups, mark-downs or commissions and may not
 represent actual transactions. All applicable amounts have been restated for
 the 1996 four-for-three stock split and the 1995 10% stock dividend.


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

 None.
<PAGE>
                               PART III


 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 Information relating to directors of the company is incorporated into this
 Form 10-K by this reference to the material set forth in the table under the
 caption "Election of Directors", pages 3 and 4, in the company's proxy
 statement dated March 17, 1997 (the "1997 Proxy Statement").  Information
 relating to executive officers of the company is set forth in Part I, pages 7
 and 8.


 ITEM 11. EXECUTIVE COMPENSATION.

 Information relating to director compensation is incorporated into this Form
 10-K by this reference to the material set forth under the subcaption
 "Director Compensation", page 5, in the 1997 Proxy Statement.  Information
 relating to the compensation of executive officers is incorporated into this
 Form 10-K by this reference to (1) the material set forth under the caption
 "Executive Officer Compensation", pages 7 through the material ending
 immediately before the subcaption "Committees' Report on Executive
 Compensation Policies", page 11, and (2) the material set forth under the
 subcaption  "Compensation Committee Interlocks and Insider Participation",
 page 15, in the 1997 Proxy Statement.


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

 Information relating to security ownership of certain beneficial owners is
 incorporated into this Form 10-K by this reference to the material set forth
 under the caption "Beneficial Ownership of Common Stock", pages 5 and 6, in
 the 1997 Proxy Statement.


 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 None.
<PAGE>
                                PART IV

 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
     (a)  FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. Filed as part
          of this report and required by Item 14(d), are set forth on pages 24
          to 42 and 49 herein.

     (b)  REPORTS ON FORM 8-K.
          No reports on Form 8-K were filed by the company during the fourth
          quarter of fiscal 1996.

     (c)  EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K.

     The following exhibits are filed with the Securities and Exchange
     Commission as part of this report.  Exhibits incorporated by reference
     indicated by footnote reference to incorporated filing.

                                                          INCORPORATED
                                                             EXHIBIT<dagger>
     EXHIBIT 3 - ARTICLES OF INCORPORATION AND BYLAWS

     (a)  Restated Articles of
          Incorporation, as last
          amended April 26, 1995 ..............................3(i)(1)

     (b)  Restated Bylaws, as last
          amended April 16, 1992 ..............................3(b)(2)

     EXHIBIT 4 - INSTRUMENTS DEFINING THE RIGHTS OF
                 SECURITY HOLDERS

     (a)  Preferred Share Rights Agreement
          dated as of July 1, 1996 ...............................1(3)

     (b)  Restated Articles of Incorporation
          and Restated Bylaws (see Exhibit 3(a) and (b))

     EXHIBIT 10 - MATERIAL CONTRACTS

     *(a) Deferred Compensation Plan for Directors
          as amended October 17, 1996 ........................10(a)(4)

     *(b) 1985 Executive Stock Option
          Plan dated June 27, 1985 ...........................10(b)(4)

     *(c) Mosinee Paper Corporation 1988 Stock
          Appreciation Rights Plan, as amended 4/18/91 .......10(c)(5)

     *(d) 1996 and 1997 Incentive Compensation
          Plan for Corporate Executive Officers

     *(e) Supplemental Retirement Benefit
          Plan dated October 17, 1991 ..........................10(e)5

     *(f) Supplemental Retirement Benefit Agreement
          dated November 15, 1991 ............................10(f)(5)
     *(g) 1994 Executive Stock Option Plan

     *(h) Mosinee Supplemental Retirement Plan ...............10(h)(6)
<PAGE>
     EXHIBIT 21 - SUBSIDIARIES OF REGISTRANT ....................22(7)

     EXHIBIT 27 - FINANCIAL DATA SCHEDULE

     * Denotes Executive Compensation Plans and Arrangements.

          <dagger>Where exhibit has been previously filed and is incorporated
          herein by reference, exhibit numbers set forth herein correspond to
          the exhibit number where such exhibit can be found in the following
          reports of the registrant (Commission File No. 0-1732) filed with the
          Securities and Exchange Commission:

          (1)  Registrant's quarterly report on Form 10-Q for the period ended
               June 30, 1996

          (2)  Registrant's annual report on Form 10-K for the fiscal year
               ended December 31, 1992

          (3)  Form 8-A filed on July 2, 1996

          (4)  Registrant's quarterly report on Form 10-Q for the period ended
               September 30, 1996

          (5)  Registrant's annual report on Form 10-K for the fiscal year
               ended December 31, 1995

          (6)  Registrant's annual report on Form 10-K for the fiscal year
               ended December 31, 1993

          (7)  Registrant's annual report on Form 10-K for the fiscal year
               ended December 31, 1992

     The above exhibits are available upon request in writing from the
     Secretary, Mosinee Paper Corporation, 1244 Kronenwetter Drive, Mosinee,
     Wisconsin 54455-9099.
<PAGE>
                              SIGNATURES


     Pursuant to the requirements of Section 13 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.

                                    MOSINEE PAPER CORPORATION



 Date March 21, 1997                GARY P. PETERSON
                                    Gary P. Peterson
                                    Senior Vice-President,
                                    Finance, Secretary and
                                    Treasurer
                                    (Principal Financial Officer)

 Pursuant to the requirement 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.



 SAN W. ORR, JR.                   RICHARD L. RADT
 San W. Orr, Jr.                   Richard L. Radt
 Chairman of the Board             Vice Chairman of the Board
 March 21, 1997                    March 21, 1997


 DANIEL R. OLVEY                   HARRY R. BAKER
 Daniel R. Olvey                   Harry R. Baker
 President and CEO                 Director
 (Principal Executive Officer)     March 21, 1997
 March 21, 1997


 RICHARD G. JACOBUS                WALTER ALEXANDER
 Richard G. Jacobus                Walter Alexander
 Director                          Director
 March 21, 1997                    March 21, 1997
<PAGE>
<TABLE>
 Schedule II - Valuation and Qualifying Accounts
     ($ thousands)
<CAPTION>
                                                 Allowance
                                                 for          Allowance for
                                                 Doubtful     Sales Returns
                                    Total        Accounts     and Discounts
 <S>                               <C>           <C>          <C>
 Balances at December 31, 1993     $ 1,579       $   353      $ 1,226

   Charges to cost and expense       4,945           901        4,044
   Deductions                       (4,371)         ( 10)      (4,361)

 Balances at December 31, 1994     $ 2,153       $ 1,244      $   909

   Charges to cost and expense       5,591           401        5,190
   Deductions                       (4,931)         (195)      (4,736)

 Balances at December 31, 1995     $ 2,813       $ 1,450      $ 1,363

   Charges to cost and expense       6,418           272        6,146
   Deductions                       (6,335)          ( 3)      (6,332)

 Balances at December 31, 1996     $ 2,896       $ 1,719      $ 1,177
</TABLE>
<PAGE>
                          EXHIBIT INDEX<dagger>
                                TO
                             FORM 10-K
                                OF
                     MOSINEE PAPER CORPORATION
              FOR THE PERIOD ENDED DECEMBER 31, 1996
           Pursuant to Section 102(d) of Regulation S-T
                      (17 C.F.R. <section>232.102(d))



 EXHIBIT 10 - MATERIAL CONTRACTS*

 (d) 1996 and 1997 Incentive Compensation Plan for Corporate Executive
     Officers.

 (g) 1994 Executive Stock Option Plan, as amended effective December 19,
     1996.

     *Exhibit represents executive compensation plan or arrangement.


 EXHIBIT 27 - FINANCIAL DATA SCHEDULE


     <dagger>Exhibits required by Item 601 of Regulation S-K which have been
     previously filed and are incorporated by reference are set forth in Part
     IV, Item 14(c) of the Form 10-K to which this Exhibit Index relates.