FORM 10-Q.-QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
   (As last amended in Exch Act Rel No. 312905, eff. 4/26/93.)
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q/A
(Mark One)
[ X ]  Quarterly Report Pursuant to Section 13 or 15(d)  of   the
       Securities Exchange Act of 1934
       For the quarterly period ended Sept. 30, 1998.
                               or
[    ] Transition Report Pursuant to Section 13 or 15(d)  of  the
       Securities Exhange Act of 1934
       For the transition period from __________ to __________.
       (Amended by Exch Act Rel No. 312905.  eff 4/26/93.)

       Commission File Number:___0-16289____________________.
       __________________Repap Enterprises Inc._____________.
     (Exact name of registrant as specified in its charter)

       _______Canada__________        ______98-0178526     _
     (State or other jurisdiction          (I.R.S. Employer
     of incorporation or organization)    Identification No.)

     300  Atlantic  Street, Suite 200_______Stamford,  CT,  06901
     (Address of principal executive    (City, State, Zip Code)
               offices)

     __________________203 964-6160_____________________
     (Registrant's telephone number, including area code)

     ___________________________________________________
     (Former name, former address and former fiscal year,
     if changed since last report.)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days. [ X ]Yes       [    ]No

743,460,637  shares  of the registrant's  Common  Stock,  no  par
value, were outstanding as of the close of business on Sept.  30,
1998.



                               REPAP ENTERPRISES INC.
                                       INDEX

EXCHANGE RATES

PART I. - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Interim Balance Sheet
          Consolidated Interim Statements of Operations
          Condensed Consolidated Interim Statements of Changes in Financial
          Position
          Notes to Consolidated Interim Financial Statements

Item 2.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

PART II.- OTHER INFORMATION

Item. 1   Legal Proceedings

Item. 2   Changes in Securities and Use of Proceeds

Item. 3   Defaults Upon Senior Securities

Item. 4   Submission of Matters to a Vote of Security Holders

Item. 5   Other Information

Item. 6   Exhibits and Reports on Form 8-K

SIGNATURES






                                  EXCHANGE RATES

Repap Enterprises Inc. (the "Company") publishes its consolidated financial
statements in Canadian dollars.  In this quarterly report, unless otherwise
specified or the context otherwise requires, all dollar amounts are expressed
in Canadian dollars ("$", "C$", "dollars", or "Cdn. dollars").

The following table sets forth the exchange rates to the Canadian dollar to
the U.S. dollar at the end of the year ended December 31, 1998 and the end of
nine months ended September 30, 1998 and 1997 (such rates, which are expressed
in dollars, being the noon buying rates in New York City for cable transfer in
U.S. dollars as certified for customs purposes by the Federal Reserve Bank of
New York).  On June 30, 1998, US$1.00 equaled C$1.5262.


                                     Nine Months        Year Ended
                                 Ended September 30,    December 31, 
                                 1998         1997          1997
                                ------       ------     ------------
                                            (C$ per US$)
       High . . . . . . . . . . 1.5770       1.3955         1.3357
       Low. . . . . . . . . . . 1.4658       1.3690         1.4398
       Average (1). . . . . . . 1.4642       1.3772         1.3849
       At End of period (2) . . 1.5262       1.3824         1.4288

--------------------
(1)  The average of the daily buying rates during the applicable period.
(2)  Noon buying rate on last banking day.
     





PART I.   -    FINANCIAL INFORMATION

Item 1.   -    Financial Statements.
                  
                     REPAP ENTERPRISES INC.
              Incorporated under the laws of Canada
         CONSOLIDATED INTERIM BALANCE SHEET (see Note 1)
              (unaudited as at September 30, 1998)
                      (dollars in millions)
                                

                                                September       December
                                                30, 1998        31, 1997
     ASSETS
     Current assets
     Cash and short term deposits                 $   8.4       $   43.3
     Accounts receivable                             65.9           79.9
     Inventories                                     73.0           65.9
                                                    147.3          189.1
     Fixed assets, net                              984.0        1,008.7
     Investment tax credits receivable                0.3           35.5
     Investments                                     16.2           16.2
     Other assets                                   195.9          148.4
                                                 $1,343.7       $1,397.9
     LIABILITIES
     Current liabilities
     Accounts payable and accrued liabilities    $  147.5       $  129.0
     Current portion of long-term debt
       and repayable grants                           7.3           75.7
     Revolving credit facility                        0.0           97.5
                                                    154.8          302.2
     Revolving credit facility                       57.0            0.0
     Long-term debt                               1,085.6          901.3
     Repayable grants and other liabilities          17.2           25.6
                                                  1,314.6        1,229.1

     CAPITAL SOURCES
     Non-controlling interest                         0.0           14.3
     Investment tax credits                         109.8          148.0
     Grants-non-repayable                            23.0           23.8
                                                    132.8          186.1
     SHAREHOLDERS' DEFICIENCY
     Preferred shares                                16.0           16.0
     Common shares                                  640.4          640.4
     Deficit                                       (775.3)        (745.3)
     Other paid-in capital                           15.2           71.7
     Translation adjustment                           0.0           (0.1)
                                                   (103.7)         (17.3)
                                                 $1,343.7       $1,397.9

                            See accompanying notes



                             REPAP ENTERPRISES INC.
                    Incorporated under the laws of Canada

             CONSOLIDATED STATEMENTS OF OPERATIONS (see Note 1)
                                (unaudited)
                          (dollars in millions)

                                              Third         Nine Months Ended
                                             Quarter          September 30
                                           1998    1997      1998       1997
Revenues from continuing operations      $172.7   $154.4    $504.8    $444.6
Effects of currency hedging                 1.2     25.6       4.0      28.5
Net revenues                              171.5    128.8     500.8     416.1
Net sales from continuing operations      154.5    115.5     452.7     372.9

Cost of sales before depreciation and
 amortization                             101.2    100.7     295.7     312.2
Selling, administrative and research 
 expenses                                  11.1     21.8      27.6      41.9
Depreciation and amortization              19.6     17.3      50.7      44.1
Operating profit (loss)                    22.6    (24.3)     78.7     (25.3)

Interest expense                           29.2     29.9      82.6      91.3
Miscellaneous (income) expenses             4.2     (1.3)      5.8      (1.5)
Income (loss) before the undernoted       (10.8)   (52.9)     (9.7)   (115.1)

Provision for income taxes                  0.8      0.1       2.1       1.3
Income (loss) from continuing operations  (11.6)   (53.0)    (11.8)   (116.4)

Unusual charges                             0.1      0.0      46.4       0.0
Income (loss) from discontinued
 operations                                (0.5)   121.0      17.2      16.4
Net income (loss)                         (12.2)    68.0     (41.0)   (100.0)

Provision for accretion of other paid-in  
 capital                                    0.0      2.8       3.0      12.9
Net income (loss) attributable to common
 shareholders                            $(12.2)  $ 65.2    $(44.0)  $(112.9)

Average common shares outstanding         
 (millions)                              742.5     527.1     742.5     259.5

(Loss) per share:
 Continuing operations                   $(0.02)   $(0.11)   $(0.08)   $(0.50)
 Discontinued operations                  (0.00)     0.23      0.02      0.06
               Total                     $(0.02)   $ 0.12    $(0.06)   $(0.44)

                         See accompanying notes



                     REPAP ENTERPRISES INC.
              Incorporated under the laws of Canada
                                
  CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION (see
                        Note 1) (unaudited)
                       (dollars in millions)
                                
                                                     Third     Nine Months Ended
                                                    Quarter       September 30
                                                 1998    1997    1998      1997
Operating activities:
  Loss from continuing operations              $(11.7) $(53.0) $(58.2)  $(116.4)
                                
Add items not affecting cash:
 Depreciation and amortization                   19.6    17.3    50.7      44.1
 Effects of currency hedging                      1.2    25.6     4.0      28.5
 Other                                            0.4    (0.6)   47.5      (0.5)
Cash flow before net changes in non-cash
 working capital                                  9.5   (10.7)   44.0     (44.3)

Non-cash working capital changes                 34.7    (6.5)   14.7      38.7
Cash provided by continuing operations           44.2   (17.2)   58.7      (5.6)

Investing activities:
 Additions to fixed assets                       (4.2)   (4.6)  (12.4)     (7.3)
 Deferred charges and other assets               (4.6)    0.0   (22.8)     (2.2)
Cash used in investing activities                (8.8)   (4.6)  (35.2)     (9.5)

Financing activities:
 Additions to debt                                0.5    11.1   522.3      63.9
 Repayment of debt                               (1.6) (279.8) (460.3)   (290.7)
 Redemption of debentures                         0.0     0.0   (75.0)      0.0
 Revolving credit facility, net change          (34.1)   (4.6)  (45.5)    (22.1)
 Other                                            0.2     0.4   (17.0)      0.8
Cash provided by (used in)financing activities  (35.0) (272.9)  (75.5)   (248.1)

Cash provided by (used in) discontinued
 operations                                      (0.6)  304.3    17.1     266.2

Net decrease in cash                             (0.2)    9.6   (34.9)      3.0
Cash position at beginning of period              8.6    16.9    43.3      23.5
Cash position at end of period                  $ 8.4   $26.5   $ 8.4     $26.5

Represented by:
 Cash and short-term deposits                    $8.4   $26.5   $ 8.4     $26.5
                                
                     See accompanying notes




                         REPAP ENTERPRISES INC.
                                
           NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
             Nine months ended September 30, 1998 and 1997
                              (unaudited)
                         (dollars in millions)
                                
1. FINANCIAL STATEMENT PRESENTATION

     These  condensed consolidated interim financial statements
of Repap Enterprises Inc. ("Repap Enterprises") have been prepared by
management in  accordance  with accounting principles generally
accepted  in  Canada ("Canadian GAAP").  These  condensed consolidated
interim financial statements  are  the responsibility of management
and, in its opinion, include  all  the  adjustments, which are of a
normal recurring  nature, necessary  to  a  fair statement of the
results for the  interim  periods presented.

      Reference  is  made  to  the  Notes to the  Consolidated
Financial Statements  which  appear  in  the Repap  Enterprises
1997 Consolidated Financial Statements, including Note 1 on "Financial
Statement Presentation".  The significant accounting policies disclosed
therein apply to these condensed consolidated interim financial
statements.

     As  further described in Note 3, the accounting policies followed
by Repap  Enterprises differ in certain respects from those that would
have been followed had these condensed consolidated  interim
financial statements been prepared in conformity with the accounting
principles generally accepted in the United States ("U.S. GAAP")
and the accounting principles and practices required by the United States
Securities and Exchange Commission ("SEC").

   BASIS OF FINANCIAL STATEMENT PRESENTATION AND GOING CONCERN ASSUMPTION

      These condensed consolidated interim financial statements have
been prepared in accordance with generally accepted accounting principles
on a going  concern  basis  which  presumes the  realization of assets
and discharge of  liabilities in the normal course of business for
the foreseeable future.  Repap Enterprises' ability to continue as a
going concern is dependent upon its ability to achieve profitable
operations and generate positive cash flow on a sustained basis (See
Note 1 to the 1997 Consolidated Financial Statements). The outcome of
these  matters cannot  be  predicted at this time. These condensed
consolidated  interim financial  statements do not include any
adjustments to the  amounts  and classifications of assets and
liabilities that might be necessary  should Repap Enterprises be unable
to continue in business.

2. INVENTORIES
                                               Unaudited
                                               Sept. 30,     December 31,
                                                 1998            1997
Raw materials and supplies. . . . . . . . . . .  $47.4        $  45.7
Work in process . . . . . . . . . . . . . . . .    0.9            1.0
Finished goods. . . . . . . . . . . . . . . . .   24.6           19.2
                                                 $72.9        $  65.9

      Raw  materials  include chemicals, chips and logs used in the
production  of  pulp,  paper, and lumber. Work in process and finished
goods include pulp, paper and lumber.

3. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES

  The  condensed consolidated interim financial statements have been
prepared in accordance with accounting principles generally accepted
in Canada. The following summary sets out the material adjustments to
Repap Enterprises' reported net income (loss) which would be made in
order to conform  with  accounting principles generally accepted in the
United States and the accounting principles and practices required by
the SEC. For information on the nature of these adjustments, refer to
Note 23 of Repap Enterprises' 1997 Consolidated Financial Statements.


                                                             Unaudited
                                                         Nine Months Ended
Statement of Operations components:                         September 30,
                                                            1998    1997
Income(loss)from continuing operations before provision
for accretion in paid-in capital in accordance with
Canadian GAAP.                                             $(41.0) $(100.0)
Earnings adjustments:
Add (deduct):
  Reversal of revenue-stream hedge                            4.0     28.5
  Unrealized gain (loss) on translation of long-term debt   (37.3)    (5.1)
  Interest expense on convertible debentures                 (2.5)   (12.9)
  Reversal of amortization of investment tax credits          0.0     (4.0)
  Adjustments (net of applicable income taxes) Cost of
   early redemption of long-term debt                        46.4      0.0
Income (loss) from continuing operations before
extraordinary items in accordance with US GAAP.             (30.4)   (93.5)
Extraordinary items, net of related income taxes            (23.8)     0.0
Income(loss)from discontinued operations in accordance
with US GAAP                                                  0.0     54.5
Net income (loss)                                          $(54.2)  $(39.0)


     Under  U.S. GAAP, amounts that remain contingently payable to
the Province of New Brunswick as described in Note 4 of Repap Enterprises'
1997 Consolidated Financial Statements should continue to be recorded as
liabilities until the related contingencies are resolved. As a result,
the gain on settlement of debt included in discontinued operations is
restricted to the amount by which the carrying value of the debt exceeds
the total amount contingently payable.

                                                   Unaudited
                                              1998           1997
                                         In accordance   In accordance
                                         with GAAP in    with GAAP in
                                         Canada   U.S.   Canada     U.S
Balance Sheet components:
Other assets                            $160.3   $56.3   $148.4   $53.8
Investment tax credits recoverable         0.4     0.0     35.5     0.0
Current portion of long-term debt                                
 and repayable grants                      7.3     7.3     75.7    72.4
Convertible debentures                     0.0    68.6      0.0    75.0
Long term portion of repayable grants
 and other liabilities                    21.7    39.5     25.6    25.6
Investment tax credits                   109.9   143.2    148.0   146.2
Shareholders' (deficiency)              (103.7) (274.2)   (17.3) (217.3)




Item 2.   Management's Discussion and Analysis of Financial Condition  and
          Results of Operations.


FINANCIAL REVIEW (IN CANADIAN DOLLARS UNLESS OTHERWISE NOTED)

RESULTS OF OPERATIONS

Repap Enterprises Inc., for the third quarter ended September 30, 1998,
recorded a loss of $12.2 million ($0.02 per share) compared with a net
income  of $65.2 million ($0.12 per share) in the third quarter of 1997.
The third quarter of 1998 included a loss from discontinued operations
of $0.5 million compared to a net gain from discontinued operations of
$121.0 million in the third quarter of 1997, reflecting mainly the gain
on the sale of Repap USA and Repap Manitoba Inc.

Excluding discontinued operations, Repap's loss from continuing
operations was  $11.6 million for the third quarter of 1998 compared
with a loss from continuing operations of $55.8 million in the third
quarter of 1997.

Shipments in the Company's three product lines were as follows:

                                                      Nine Months Ended
                                    Third Quarter        September 30
                                    1998     1997       1998      1997
Coated paper (000 tons)              117      113        342       332
Kraft pulp (000 metric tons)          16       21         49        79
Lumber (mmfbm)                        13       13         41        44

Revenues from continuing operations for the third quarter of 1998 were
$172.7 million,  up  12% from revenues of $154.4 million in the third
quarter of 1997 and up 2% from revenues of $168.8 million in the second
quarter of 1998.

[]   Revenues  from coated paper were $156.3 million, up $24.5 million
     or 19% over the third  quarter of 1997 revenues  of  $131.8
     million, reflecting mainly increased pricing, the benefit of
     a weaker Canadian dollar compared to the U.S. dollar, and to
     a lesser extent, increased shipments.
     
[]   Revenues from pulp for the third quarter of 1998 were $11.0 million,
     down by $5.6 million or 34% from the third quarter of 1997
     revenues of $16.6 million, reflecting lower shipments and prices.
     
[]   Revenues from lumber were $5.4 million in the third quarter of 1998,
     essentially flat with revenues of $6.0 million in the same period
     of 1997.
     
Cost of sales  were  essentially flat at  $101.2 million in the third
quarter of 1998 compared to $100.7 million in the third quarter of 1997.
The modest $0.5 million increase reflects primarily the impact of
increased shipments of paper and higher raw material costs due to a
weaker Canadian  dollar, offset in part by the benefit of increased
productivity in the paper operations.

Selling, general and administrative expenses were cut in half, decreasing
by $10.7 million to $11.1 million in the third quarter of 1998 from $21.8
million in the third quarter of 1997, reflecting mainly the benefits of
downsizing of the corporate office.

Repap's operating  profit from continuing operations, excluding non-cash
hedged foreign exchange adjustments, ("EBITDA") was $43.4 million for the
third quarter of 1998 compared to an EBITDA of $18.6 million in the third
quarter of 1997 and to an EBITDA of $44.9 million in the second quarter
of 1998.  This  significant improvement in EBITDA over the third quarter
of 1997 is due primarily to higher prices and shipments for coated paper,
lower administrative costs and improved productivity, offset in part by
lower pricing and shipments of kraft pulp.

Depreciation and amortization increased by $2.3 million to $19.6 million
in the third quarter of 1998 from $17.3 million in the corresponding
quarter of 1997.  The increase is due primarily to higher amortization
of deferred foreign exchange losses on long-term debt.

Interest expense in the third quarter of 1998 was $29.2 million
compared to $29.9 million in the third quarter of 1997, reflecting
lower borrowings at the holding company level, offset in part by the
effects of a weaker Canadian dollar.

Revenues for the nine months ended September 30, 1998 were $504.8
million up  14%  from the $444.6 million reported for the corresponding
period in 1997, reflecting higher coated paper prices and shipments and
a weaker Canadian dollar.  EBITDA for the nine months of 1998 was $133.4
million compared  to $47.3 million for the same period in 1997.  Repap
recorded a loss of $44.0 million ($0.06 per share) in the first nine
months compared to a loss of $112.9 million ($0.44 per share)last year.
Excluding discontinued operations and unusual charges, the loss for the
first nine months of 1998 was $14.8 million compared to a loss of $129.3
million  in the  first nine months of 1997.  Unusual charges of $46.4
million  related to costs associated with the US$320 million refinancing
of Repap New Brunswick Inc.'s First Priority Senior Secured Notes during
the second quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

Repap generated $9.5 million in cash from operations in the third quarter
of 1998 compared  to  a cash utilization of $10.7 million in the same
quarter of 1997.  Non-cash working capital changes generated cash of
$34.7 million compared with a cash utilization of $6.5 million in
1997. The cash generated from operations after working capital in the
quarter was used primarily  to finance capital expenditures of $4.2
million and to reduce borrowings under the revolving credit facility
by $34.1 million. At  September  30, 1998, borrowings under Repap New
Brunswick's revolving credit  facility  totaled  $57.0 million and
unutilized  availability  was approximately $29.0 million.  Repap
Enterprises also had cash on hand of $8.4 million at September 30, 1998.
Total available liquidity was approximately $37.4 million at
September 30, 1998 and reflected the buildup of liquidity prior to the
October 1998 semi-annual interest payment of approximately $29.0 million
related to the 10 5/8% Second Priority Senior Secured Fixed Rate Notes.

OUTLOOK

Kraft pulp markets continue to be weak.  Significant downtime
announced by various industry players is helping bring Norscan
inventories down to 1.75 million  metric tons at the end of
September from 1.9 million metric  tons at  the end of August.
However, more reductions are necessary before  any recovery in
pricing occurs.

Industry  Mill  inventories for coated groundwood paper at
September  1998 were  205,000  tons.  They were 75,000 tons higher
than one  year  ago,  but still  98,000 tons below their 303,000
ton peak in May of 1996.  The  same is  true for reported
consumer inventories as of the end of August, up 30% from one
year ago.

While total inventories are well below earlier peaks, the rising
trend is not favorable  and bears close watching.  It should also be
noted that imports  continue to rise.  Coated groundwood imports are
up 24%  year  to date compared to 1997.  Of the three major consumers
of  lightweight  coated  paper ("LWC"): magazines, catalogs and
commercial printing, magazines continue to enjoy solid growth with
ad pages up 3% and revenues up 8%.  Shipments of LWC were up 10.5%
for the first nine months of 1998 to this end use.  Catalogs also are
strong while grade substitution continues to negatively impact
commercial printing applications.

In  spite  of  the  economic  turmoil and paper industry
weakness,  third quarter  EBITDA  was  very consistent with the
second  quarter  and  other results  were quite satisfactory.
Repap's shipments were up a  strong  3% over the second quarter,
our inventory declined to its lowest level in two years, order
backlogs remained stable and the New Brunswick mill continued to
run  well  with low costs and good efficiencies.  Price declines
were moderate  and  were mitigated by the weak Canadian dollar.
Unfortunately, industry  conditions are weakening and we cannot
expect to avoid  negative impacts going forward.

YEAR 2000 COMPUTER ISSUE:

The Company, as well as its customers and suppliers and the financial
institutions and governmental entities with which it deals
(collectively, "Third Parties"), utilize information systems that will
be affected by the date change to the year 2000.  Many of these
systems, if not modified or replaced, will be unable to properly
recognize and process date-sensitive information before, on and after
January 1, 2000.

State of Readiness.

In 1997, the Company formalized its Year 2000 preparation efforts by
appointing a project team consisting of management, operations and
information systems personnel to assess the impact of the Year 2000
issue on its operations, develop plans to address the issue and
implement compliance.  The project team also developed plans to seek
information regarding and to assess the Year 2000 compliance status
and remediation efforts of major Third Parties.  The Company's
information systems consist of business-information and process-
control systems.  The business-information systems support financial
and administrative processes such as order management and product
tracking, maintenance and materials management, personnel-payroll,
accounts payable and accounts receivable.  The process-control
systems are used primarily in manufacturing operations; they include
information-technology systems as well as embedded technology, such
as chips embedded in various machine components.  With respect to the
business-information systems, the inventorying of computers and the
analysis of compliance have been completed.  The Company has elected
to replace non-compliant information systems for order management
and process information history.  The replacement systems will be
operational by September 1999.  The programming and testing of other
information systems is on target for completion by April 1999.  With
respect to the process control-systems, the Company has completed the
inventorying of all its control systems as well as remediation to its
main control systems.  The Company expects to complete all remaining
control systems by June 1999.  The Company expects to complete
comprehension testing to confirm its remediation work by September
1999.  This schedule assumes timely assistance by the vendors of
certain systems in the remediation of those systems.  The vendors of
those systems that are essential to the Company's operations have
provided or agreed to provide the necessary assistance.

The Year 2000 issue also will impact the information systems of Third
Parties.  The Company, through meetings in some cases and written
requests in others, is in the process of seeking to ascertain and
assess the progress of major Third Parties in identifying and 
addressing problems with respect to the Year 2000 issue.  Many of
these Third Parties have indicated that they expect to successfully
address the issue in timely fashion.  Some others, however, have not
yet provided information regarding their state of readiness or have
provided responses deemed unsatisfactory by the Company.  The Company
will continue to seek and to assess information regarding Year 2000
compliance by major Third Parties.

Estimated Cost of Remediation.

The Company currently estimates total expenditures of approximately
$6 million, of which approximately $150 thousand had been expended
as of September 30, 1998, to make the required Year 2000 modifications
and replacements to its own systems.  All of these costs are being
funded through internal cash flow or vendor financing.  The estimated
total cost does not include any expenditures that my be incurred in
connection with the implementation of contingency plans, discussed
below.

The Risks to the Company of not being Year 2000 Compliant.

The Company currently believes that it will be able to modify or
replace its own affected systems in a timely fashion so as to 
minimize detrimental effects on its operations, subject to timely
assistance by the vendors of certain process-control systems.  The
Company has received written assurances regarding Year 2000
compliance from some, but not all, Third Parties with respect to
their own systems and is not in a position to reliably predict
whether Third Parties will experience remediation problems.  If
the Company or major Third Parties fail to successfully address
the Year 2000 issue, there could be a material adverse impact on 
the business and results of operations of the Company.  For example,
while the Company self-generates approximately 31% of its electrical
power requirements, it purchases the balance from outside sources.
If the electrical power grid is disrupted as the result of Year 2000
systems failures, the Company might have to curtail production until
the grid is restored.  If the Company or a major Third Party fails to
successfully address these issues the Company may have to take steps
that could adversely and temporarily impact its ability to produce
product, process orders and deliver finished products to customers on
a timely basis.  In the event of Year 2000 disruptions in the
operations of the Company's customers, the Company may experience 
increased inventory and receivable levels.

Contingency Plans.

To date, the Company's Year 2000 efforts have been devoted primarily
to the readiness program described above.  The Company has not yet
developed contingency plans to address and mitigate the potential
risks associated with the most reasonably likely worst-case scenario.
The Company expects to have such plans in place by mid-1999.  Such
plans may include, among other things, seeking alternative sources
of supply, stockpiling raw materials and increasing inventory levels.
The Company's Year 2000 program is an ongoing process.  Estimates of
remediation costs and completion dates as well as projections of the
possible effects of any non-compliance are subject to change.


Item 3.   Quantitative and Qualitative Disclosures about Market Risk.

          N/A

PART II.-OTHER INFORMATION

Item 1.   Legal Proceedings

          Except as herein disclosed, there are not material legal
proceedings and there are no proceedings under any environmental
protection laws, which are pending or, to the Company's knowledge,
threatened, against the Company.  The Company and its wholly owned
subsidiary, Repap New Brunswick Inc. ("RNB") have been named Respondents
in a petition filed in the Superior Court of Quebec by George S. Petty
Management Ltd., George S. Petty Management II Ltd. and 1211421 Ontario
Inc. Silverton International Fund Limited and Paloma Partners L.L.C. have
been joined as "mis-en-cause".  The Petitioners are the owners of all of
REI's issued and outstanding Series C and Series F Preferred Shares and
claim that the proposed amalgamation of the Company and RNB is oppressive,
unfairly prejudicial and unfairly disregards the Petitioners as owners
of those preferred shares.  The Petitioners seek, among other things, an
order requiring the Company and RNB to permanently terminate any proceedings
with respect to the proposed amalgamation and an order liquidating and
dissolving the Company.  The Company intends to defend the Petition.
The matter has been set for trial on December 1, 2, 3 and 4, 1998.

Item 2.   Changes in Securities and Use of Proceeds.

          No material changes to the constituent instruments defining the
rights of the holders of any class of registered securities have been made
during the third quarter of fiscal 1998.

Item 3.   Defaults Upon Senior Securities.

          No material defaults upon senior securities have been made during
the third quarter of fiscal 1998.

Item 4.   Submission of Matters to a Vote of Security Holders.

          No matters were submitted to a vote of security holders during
the third quarter of fiscal 1998.

Item 5.   Other Information.

          N/A

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

          a)  Exhibits

                No.                            Description
                11          Statement re Computation of per Share Earnings
                27          Financial Data Schedule

          b)  Reports on Form 8-K.

              No current Report on Form 8-K was filed by the Company during
third quarter of fiscal 1998.


                                  SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                            REPAP ENTERPRISES INC.
                                            Registrant


Date:  November 10, 1998                    /s/  Terry W. McBride
                                            Terry W. McBride
                                            Vice President & General Counsel


Date:  November 10, 1998                    /s/  Michelle A. Cormier
                                            Michelle A. Cormier
                                            Vice President, Finance




                               EXHIBIT INDEX

Exh. 11.1       Statement Re:  Computation of per Share Earnings
Exh. 27.        Financial Data Schedule


<TABLE>

EXHIBIT 11.1
                            STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                               (dollars in millions of Canadian dollars)
                                          (shares in millions)
<CAPTION>
                                                                                    Nine months
                                                                  Third Quarter    ended Sept. 30
                                                                  1998    1997     1998      1997
                                                                 <C>      <C>      <C>       <C>
BASIC
    Average shares outstanding B25                               742.5    527.1    742.5     259.5

    Income (loss) from continuing operations                     (11.7)   (55.8)   (61.2)   (129.3)
    Net Income (loss) attributable to common shareholders        (12.2)    65.2    (44.0)   (112.9)
    Basic earnings (loss) from continuing operations per share    (0.02)   (0.11)   (0.08)    (0.50)
    Basic earnings (loss) per share                               (0.02)    0.12    (0.06)    (0.44)
DILUTED
    Average shares outstanding                                   742.5    527.1    742.5     259.5
    Net effect of dilutive stock options (2)                      63.2      5.3     63.2       5.3
    Assumed conversion of convertible debentures (1)               0.0      0.0      0.0       0.0
                                                                 805.7    532.4    805.7     264.8

    Income (loss) from continuing operations                     (11.7)   (55.8)   (61.2)   (129.3)
    Net Income (loss) attributable to common shareholders        (12.2)    65.2    (44.0)   (112.9)
    Assumed income from proceeds of exercise of options           14.8      1.2     14.8       1.2
    Income (loss) from continuing operations                       3.1    (54.6)   (46.4)   (128.1)
    Net Income (loss) attributable to common shareholders          2.6     66.4     29.2    (111.7)
    Diluted earnings (loss) from continuing operations per share   0.00    (0.10)   (0.06)    (0.48)
    Diluted earnings (loss) per share                              0.00     0.12     0.04     (0.42)

-----------------------------------------
(1)  Conversion of the convertible debentures is not assumed in 1998 and 1997 in the computations
     because its effect is antidilutive.
(2)  Options granted August 29, 1997.





</TABLE>