UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the quarterly period ended September 30, 1999.

                                  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:  0-16289
                        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 offices)      (City, State, Zip Code)

                            (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 September 30, 1999.



                        REPAP ENTERPRISES INC.
                                 INDEX

EXCHANGE RATES

PART I. - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Interim Balance Sheet
          Condensed Consolidated Interim Statements of Operations
          Condensed Consolidated Interim Statements of Cash Flows
          Condensed 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. ("Repap Enterprises" or  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 of the Canadian
dollar to the U.S. dollar for the period ended and as at December  31,
1998  and  for the nine months ended and as at September 30, 1999  and
1998  (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 November 2, 1999, US$1.00 equaled C$1.4690.

                               Nine Months           Year Ended
                           Ended September 30,      December 31,
                           -------------------      ------------
                            1999         1998           1998
                           ------       ------         ------
                                        (C$ per US$)
    High                   1.4512       1.4658         1.4075
    Low                    1.5302       1.5770         1.5770
    Average (1)            1.4903       1.4642         1.4836
    At End of Period (2)   1.4695       1.5262         1.5375

--------------------
(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

       CONDENSED CONSOLIDATED INTERIM BALANCE SHEET (see Note 1)
                 (unaudited as at September 30, 1999)
                         (dollars in millions)

                                             As at          As at
                                         September 30,   December 31,
                                             1999           1998
ASSETS                                   -------------   ------------
Current assets
Cash and short term deposits                  $73.8           $9.4
Accounts receivable                            72.8           68.5
Inventories                                    73.6           66.5
Prepaid expenses and other assets               2.8            0.8
                                            --------       --------
                                              223.0          145.3
                                            --------       --------
Fixed assets, net                             959.3          980.0
Investments                                    16.2           16.2
Other assets                                  132.8          187.4
                                            --------       --------
                                           $1,331.3       $1,328.9
                                           =========      =========
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities     $136.0         $117.8
Current portion of long-term debt and
   repayable grants                             6.2            7.6
Revolving credit facility                        --           77.6
                                            --------      ---------
                                              142.2          203.0
                                            --------      ---------
Long-term debt                              1,192.2        1,084.6
Repayable grants and other liabilities         17.7           21.0
                                           ---------      ---------
                                            1,209.9        1,105.6
                                           ---------      ---------
CAPITAL SOURCES
Investment tax credits                        104.5          108.3
Grants-non-repayable                           22.0           22.8
                                           ---------      ---------
                                              126.5          131.1
SHAREHOLDERS' DEFICIENCY
Preferred shares                               16.0           16.0
Common shares                                 640.6          640.6
Deficit                                      (819.2)        (782.7)
Other paid-in capital                          15.3           15.3
                                           ---------      ---------
                                             (147.3)        (110.8)
                                           ---------      ---------
                                           $1,331.3       $1,328.9
                                           =========      =========
                          See accompanying notes



                          REPAP ENTERPRISES INC.
                   Incorporated under the laws of Canada

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

                                           Third          Nine Months
                                          Quarter     Ended September 30,
                                      --------------  -------------------
                                       1999    1998      1999     1998
                                      ------- -------   -------  -------
Revenues from continuing operations   $160.4  $172.7    $465.5   $504.8
Effects of currency hedging             (1.2)   (1.2)     (4.1)    (4.0)
                                      ------- -------   -------  -------
Net revenues                           159.2   171.5     461.4    500.8
                                      ------- -------   -------  -------
Net sales from continuing operations   141.5   154.5     412.3    452.7

Cost of sales before depreciation and
   amortization                        102.6   101.2     295.0    295.7
Selling, administrative and research
   expenses                              7.0    11.1      21.6     27.6
Depreciation and amortization           15.6    19.6      47.5     50.7
                                      ------- -------   -------  -------
Operating profit                        16.3    22.6      48.2     78.7

Interest expense                        30.0    29.2      86.4     82.6
Miscellaneous (income) expenses         (0.4)    4.2      (3.2)     5.8
                                      ------- -------   -------  -------
Income (loss) before the undernoted    (13.3)  (10.8)    (35.0)    (9.7)

Provision for income taxes               0.5     0.8       1.6      2.1
Unusual charges                           --     0.1        --     46.4
                                      ------- -------   -------  -------
Loss from continuing operations        (13.8)  (11.7)    (36.6)   (58.2)

Income (loss) from discontinued
   operations                             --    (0.5)       --     17.2
                                      ------- -------   -------  -------
Net loss                               (13.8)  (12.2)    (36.6)   (41.0)

Provision for accretion of other
   paid-in capital                        --      --        --      3.0
                                      ------- -------   -------  -------
Net loss attributable to common
   shareholders                       $(13.8) $(12.2)   $(36.6)  $(44.0)
                                      ======= =======   =======  =======
Average common shares outstanding
   (millions)                          743.5   742.5     743.5    742.5
                                      ------- -------   -------  -------
Loss per share:
 Continuing operations                 $(0.02) $(0.02)   $(0.05)  $(0.08)
 Discontinued operations                   --      --        --     0.02
                                      ------- --------  -------- --------
     Total                             $(0.02) $(0.02)   $(0.05)  $(0.06)

                               See accompanying notes



                               REPAP ENTERPRISES INC.
                       Incorporated under the laws of Canada

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (see Note 1)
                         (unaudited) (dollars in millions)

                                           Third           Nine Months
                                          Quarter      Ended September 30,
                                       --------------  -------------------
                                        1999    1998      1999      1998
                                       ------  ------    ------    ------
Operating activities:
 Loss from continuing operations      $(13.8) $(11.7)   $(36.6)   $(58.2)
Add items not affecting cash:
 Depreciation and amortization          15.6    19.6      47.5      50.7
 Effects of currency hedging             1.2     1.2       4.1       4.0
 Other                                   0.2     0.4       0.7      47.5
                                      -------  ------    ------    ------
Cash flow before net changes in
   non-cash working capital              3.2     9.5      15.7      44.0

Non-cash working capital changes         6.7    34.7       5.2      14.7
                                      -------  ------    ------    ------
Cash provided by continuing operations   9.9    44.2      20.9      58.7

Investing activities:
 Additions to fixed assets              (5.6)   (4.2)    (18.5)    (12.4)
 Deferred charges and other assets      (2.3)   (4.6)     (7.9)    (22.8)
                                      -------  ------    ------    ------
Cash used in investing activities       (7.9)   (8.8)    (26.4)    (35.2)

Financing activities:
 Additions to debt                       1.3     0.5     152.4     522.3
 Repayment of debt                      (1.9)   (1.6)     (7.5)   (460.3)
 Redemption of debentures                 --      --        --     (75.0)
 Revolving credit facility, net change    --   (34.1)    (74.8)    (45.5)
 Other                                    --     0.2      (0.1)    (17.0)
                                      -------  ------    ------   -------
Cash provided by (used in)
   financing activities                 (0.6)  (35.0)     70.0     (75.5)

Cash provided by (used in)
   discontinued operations               0.1    (0.6)     (0.1)     17.1

Net increase (decrease) in cash          1.5    (0.2)     64.4     (34.9)
Cash position at beginning of period    72.3     8.6       9.4      43.3
                                      -------  ------    ------   -------
Cash position at end of period         $73.8    $8.4     $73.8      $8.4
                                      =======  ======    ======   =======
Represented by:
 Cash and short-term deposits          $73.8    $8.4     $73.8      $8.4
                                      =======  ======    ======   =======

                        See accompanying notes


                        REPAP ENTERPRISES INC.

     NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
             Nine months ended September 30, 1999 and 1998
                              (unaudited)
                         (dollars in millions)

1.   Financial Statement Presentation

      These  condensed  consolidated interim financial  statements  of
Repap  Enterprises  Inc. ("Repap Enterprises" or the  "Company")  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  1998  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 achieving profitable operations and
generating positive cash flow on a sustained basis (See Note 1 to  the
1998  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
                                     September 30,     December 31,
                                         1999              1998
                                     -------------     ------------
     Raw materials and supplies         $46.4             $48.7
     Work in process                      1.4               1.0
     Finished goods                      25.8              16.8
                                        -----             -----
                                        $73.6             $66.5
                                        =====             =====

      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 Canadian GAAP. The following summary
sets out the material adjustments to Repap Enterprises' reported  net
income (loss) which would be made in order to conform with U.S.  GAAP
and  the accounting principles and practices required by the SEC. For
information on the nature of these adjustments, refer to Note  22  of
Repap Enterprises' 1998 Consolidated Financial Statements.

                                                            Unaudited
                                                        Nine Months Ended
                                                          September 30,
                                                        -----------------
Statement of Operations components:                      1999       1998
                                                        ------     ------
Net loss before provision for accretion in paid-in
   capital in accordance with Canadian GAAP.          $(36.6)      $(41.0)
Earnings adjustments:
Add (deduct):
   Reversal of revenue-stream hedge                      4.1          4.0
   Unrealized gain (loss) on translation of
      long-term debt                                    53.5        (37.3)
   Interest expense on convertible debentures            1.3         (2.5)
   Amortization of fees                                 (0.1)          --
   Reversal of amortization of investment tax credits    1.0           --
   Foreign exchange gain (loss) on forward contracts     2.4           --
   Cost of early redemption of long-term debt             --         46.4
                                                       ------       ------
Income (loss) before effects of change in accounting
   principle in accordance  with  US GAAP.              25.6        (30.4)
Extraordinary item net of related taxes                   --        (23.8)
Effects of change in accounting principle (1)           (5.1)          --
                                                       ------       ------
Net income (loss)                                      $20.5       $(54.2)
                                                       ======      =======

(1) The  AICPA issued Statement of Position 98-5 which requires  that
    the cost of start-up activities be expensed as incurred.  The new
    method  of  accounting for the costs of start-up  activities  has
    reduced  start-up  costs of $5.3 million previously  included  in
    capital  assets.   The initial application of this  Statement  of
    Position has been reported as a cumulative effect of a change  in
    accounting principle.

                                         As at                As at
                                  September 30, 1999     December 31, 1998
                                     In accordance         In accordance
                                     with GAAP in          with GAAP in
                                  ------------------     -----------------
Balance Sheet components:         Canada       U.S.      Canada      U.S.
                                  ------      ------     ------     ------
Other assets                      $132.8      $66.4      $187.4     $64.2
Net capital assets                 959.3      954.2       980.0     980.0
Accounts payable                   136.0      156.2       117.8     119.9
Repayable grants and other
   non-current liabilities          17.7       34.5        21.0      58.0
Convertible debentures              52.4       66.2        53.1      69.7
Investment tax credits             104.6      135.9       108.3     140.6
Other paid-in capital               15.3         --        15.3        --
Shareholders' (deficiency)        (147.3)    (301.1)     (110.8)   (322.0)

New accounting pronouncements under US GAAP
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments  and  Hedging Activities".  This  statement  requires  all
derivatives  to  be recorded on the balance sheet at  fair  value  and
provides  a  comprehensive and consistent standard for the recognition
and measurement of derivatives and hedging activities.  The Company is
studying  the  application  of this new  statement  and  has  not  yet
determined   the  impact,  if  any,  on  its  consolidated   financial
statements.  The adoption of this statement is not expected to  change
the  Company's business practices.  As required, the Company plans  to
adopt  this  statement upon its applicable effective  date  in  fiscal
2000.

4.   Segmented Information

      The  Company  is  organized on the basis of  its  three  primary
products:  high  quality  coated groundwood paper  products,  northern
bleached  softwood  kraft  pulp and construction  grade  lumber.   The
Company  has  three  reportable  segments:  paper,  pulp  and  lumber.
Summarized segmented information is as follows:

Information about Segment Operating Profit
   before Depreciation and Amortization
                                            For the nine-months ended
                                               September 30, 1999
                                         -------------------------------
                                                                 Segment
                                         Paper    Pulp   Lumber  Totals
                                        ------  -------  ------  -------
Net sales before intersegment revenues  $362.3  $130.9    $14.0   $507.2
Intersegment revenues                       --   (90.8)      --    (90.8)
                                        ------  -------  ------  -------
Net sales                                362.3    40.1     14.0    416.4

Operating profit before depreciation
   and amortization                       91.0     7.4      1.4     99.8
Amortization of capital assets and
   goodwill                               21.5    11.5      0.6     33.6


                                            For the nine-months ended
                                               September 30, 1998
                                        --------------------------------
                                                                 Segment
                                         Paper    Pulp   Lumber  Totals
                                        ------    ----   ------  -------
Net sales before intersegment revenues  $408.6  $126.4    $15.8   $550.8
Intersegment revenues                       --   (94.1)      --    (94.1)
                                        ------   ------  ------  -------
Net sales                                408.6    32.3     15.8    456.7

Operating profit before depreciation
   and amortization                      126.4     4.8      2.2    133.4
Amortization of capital assets and
   goodwill                               20.5    11.1      0.6     32.2


Reconciliation of Reportable Segment Revenues, Segment Profit
   or Loss and Segment Assets
                                                  For the nine-months
                                                  ended September 30,
                                                  -------------------
                                                   1999         1998
                                                  ------       ------
Net sales                                         $416.4       $456.7
Effects of currency hedging                         (4.1)        (4.0)
                                                  ------       ------
Consolidated net sales                             412.3        452.7
                                                  ------       ------
Operating profit before depreciation
   and amortization                                 99.8        133.4
   Effects of currency hedging                       4.1          4.0
   Depreciation and amortization                    47.5         50.7
   Interest expense                                 86.4         82.6
   Foreign exchange (income) loss                   (2.0)         7.4
   Miscellaneous (income) expenses                  (1.2)        (1.6)
   Unusual charges                                    --         46.4
   Paid-in capital accretion                          --          3.0
                                                  -------      -------
Loss before taxes and discontinued operations     $(35.0)      $(59.1)
                                                  =======      =======

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

Financial Review (in Canadian dollars unless otherwise noted - unaudited)

Results of Operations

     Repap Enterprises Inc. recorded a net loss of $13.8 million ($0.02
per  share)  for  the third quarter ended September 30, 1999,  compared
with a net loss of $12.2 million ($0.02 per share) in the third quarter
of 1998.

     For  the  nine months ended September 30, 1999, Repap  reported  a
loss  of  $36.6 million ($0.05 per share) compared to a loss  of  $44.0
million  ($0.06 per share) for the corresponding period in 1998.   1998
results included one-time refinancing charges of $46.4 million,  offset
partially by a gain from discontinued operations of $17.2 million.

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

                                                     Nine Months Ended
                                    Third Quarter      September 30,
                                    -------------    -----------------
                                    1999     1998     1999      1998
                                    ----     ----     ----      ----
     Coated paper (000 tons)         120      117      347       342
     Kraft pulp (000 metric tons)     22       16       61        49
     Lumber (mmfbm)                   10       13       34        41

     Revenues from operations for the third quarter of 1999 were $160.4
million, down 7.1% from revenues of $172.7 million in the third quarter
of  1998  and  up 12.6% from revenues of $142.4 million in  the  second
quarter  of 1999.  Revenues for the nine month period ending  September
30, 1999 were $465.5 million, down 7.8% from revenues of $504.8 million
for  the  same  period  of  1998.  The reduction  in  revenues  is  due
primarily  to  lower prices in all product lines, offset  partially  by
higher shipments of pulp and paper and the favorable impact of a weaker
Canadian  dollar during the first nine months of 1999 compared  to  the
corresponding period in 1998.

-    Revenues from coated paper were $139.8 million, down $16.5 million
     or 10.6% from  revenues  of $156.3 million in the third quarter of
     1998, reflecting mainly the impact of a reduction of approximately
     US$96 per ton in pricing resulting from weak paper markets and the
     impact of a stronger Canadian dollar quarter over  quarter, offset
     partially by marginally higher shipments.

-    Revenues  from  pulp  for the third quarter  of  1999  were  $15.9
     million, up $4.9 million  or  44.5% from revenues of $11.0 million
     in 1998, reflecting the impact of significantly higher  shipments,
     offset in part  by a  decrease of  US$28 per metric ton in average
     prices and the impact of a stronger Canadian dollar.

-    Revenues  from lumber were $4.7 million for the third  quarter  of
     1999,  down  slightly from  revenues of  $5.4 million  in the same
     period of 1998, reflecting lower shipments, offset partially by an
     increase in pricing of approximately US$60 per mfbm.

     Shipments of coated paper totaled 347,000 tons in the nine  months
of  1999  compared to 342,000 tons for the same period  in  1998.   The
increase  of  5,000 tons represents increased shipments  due  to  a  5%
increase  in production, net of the negative impact of a six-day  labor
strike which reduced production by 8,700 tons of paper.

     Shipments  of kraft pulp totaled 61,000 metric tons  in  the  nine
months  of  1999 compared to 49,000 metric tons for the same period  in
1998.   The increase of 12,000 metric tons was due mainly to an  effort
to reduce inventories.

     Shipments  of  lumber  totaled  34  million  foot  board   measure
("mmfbm")  compared  to  41 mmfbm for the same  period  in  1998.   The
reduction  in shipments was due mainly to the impact of a 30-day  labor
strike during 1999.

     Cost  of  sales of $295.0 million in the nine months of 1999  were
essentially flat compared to $295.7 million in the nine months of 1998.
In  spite of incurring the increased costs associated with shipping  an
incremental  12,000 metric tons of pulp and 5,000 tons of paper,  costs
actually  declined period over period by $700,000 due  to  productivity
and cost improvements throughout the operations.

     Selling,  general  and administrative expenses decreased  by  $6.0
million  to $21.6 million in the nine months of 1999 from $27.6 million
in  the  same  period of 1998.  1998 included one-time  adjustments  of
approximately $6.1 million.

     Repap  Enterprises'  operating  profit,  before  depreciation  and
amortization,  and excluding non-cash currency adjustments,  ("EBITDA")
was  $33.1 million for the third quarter of 1999 compared to an  EBITDA
of $43.4 million in the third quarter of 1998 and to an EBITDA of $27.7
million  in the second quarter of 1999.  The decrease of $10.3  million
from the third quarter of 1998 reflects the impact of lower prices  for
coated  paper and pulp and a stronger Canadian dollar, offset partially
by  higher  shipments  and the benefits of increased  productivity  and
lower costs.

     Repap's  EBITDA  for  the  first nine months  of  1999  was  $99.8
million,  compared to $133.4 million for the same period in 1998.   The
decrease  of $33.6 million is due primarily to lower pricing for  paper
and  pulp, offset partially by higher shipments, increased productivity
and lower costs and the favorable impact of a weaker Canadian dollar.

     Depreciation and amortization decreased by $3.2 million  to  $47.5
million for the nine months ended September 30, 1999 from $50.7 million
in  the corresponding period of 1998.  The decrease is due primarily to
lower amortization of deferred foreign exchange losses related to Repap
New  Brunswick's operating credit facility which was refinanced in 1999
($5.5  million),  offset  partially  by  higher  depreciation  due   to
increased productivity ($2.0 million).

     Interest  expense  for the nine month period  of  1999  was  $86.4
million  compared  to  $82.6  million  in  the  same  period  of  1998,
reflecting higher borrowings.

Liquidity and Capital Resources

     Repap  Enterprises generated $15.7 million in cash from operations
in  the  nine  months  of 1999 compared to a cash generation  of  $44.0
million  in the nine months of 1998.  Non-cash working capital  changes
generated  cash of $5.2 million in the nine months of 1999 compared  to
$14.7  million  for the same period in 1998.  The cash  generated  from
operations  after working capital in the nine months of 1999  was  used
primarily to finance capital expenditures of $18.5 million.

     During  the  third  quarter of 1999, the Company  had  total  debt
servicing  requirements of $16.5 million, of which  $14.6  million  was
interest and $1.9 million was principal related to repayable grants and
capital  leases.   During the fourth quarter of 1999, the  Company  has
debt  servicing requirements of approximately $46.6 million,  of  which
$45.0 million is interest and $1.6 million is principal.

Coated Paper Outlook

     Industry  mill  inventories of coated  groundwood  paper  were  at
approximately  159,000 tons at the end of August,  down  16%  from  the
second quarter of 1999 and down 24% from a year ago.

     Reported  buyer inventories were at 599,000 tons  at  the  end  of
August 1999, down 12,000 tons from the prior month and down 20% from  a
peak of 747,000 tons in July 1998.

     While  coated groundwood shipments from U.S. producers  were  down
1.2%  through August versus the same period last year, recent  activity
has   strengthened   with  shipments  for  August  and   September   up
significantly over the corresponding months of last year.  Year-to-date
purchases  are  down 4.7% reflecting depletion of inventory,  continued
grade substitution and market related downtime by several mills.

     The  Company's  order book for the fourth quarter  is  essentially
full,  as it enters a traditionally strong advertising season.   Coated
paper  prices, which have been declining for about one year, appear  to
have bottomed in the third quarter.  A price increase of US$50 per  ton
was announced by major producers, including Repap, effective October 1,
1999  and,  supported  by  a good market pulp environment,  the  coated
groundwood  paper  market  outlook  is  favorable.   There  can  be  no
assurances that this price increase will be implemented nor that  there
will be any decreases in the future.

Year 2000 Computer Issue

     The  Company,  as well as its customers, suppliers, 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.  Their mandate was to assess the  impact
of  Year  2000  issues on the Company's operations,  develop  plans  to
address  the  issues and implement compliance.  The project  team  also
developed  plans  to  gather  information  to  assess  the  Year   2000
compliance  status  and  remediation efforts of  major  third  parties.
Repap's information systems consist of business information and process
control  systems.   The business information systems support  financial
and  administrative  processes such as customer  order  management  and
product  tracking,  maintenance  and materials  management,  personnel,
payroll, accounts payable, accounts receivable and general ledger.  The
process control systems are used primarily in manufacturing operations;
they  include  information  technology  systems  as  well  as  embedded
technology, such as chips 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 customer order
management  and  process information history ("data  historian").   The
customer  order  system became operational in July 1999  and  the  data
historian  was  completed in the third quarter.   The  programming  and
testing  of  most  other information systems has been completed.   With
respect  to  the  process  control systems,  Repap  has  completed  the
inventorying of its control systems as well as remediation of its  main
control  systems.  Repap expects to complete comprehensive  testing  to
confirm  its  remediation  work by mid-November  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 Year 2000 issues.  Many  of  these
third  parties have indicated that they expect to successfully  address
the  issue  in  a timely fashion.  Some others, however, have  not  yet
provided  information  regarding  their  state  of  readiness  or  have
provided  responses deemed unsatisfactory by the Company.   Repap  will
continue  to  seek  and  to  assess  information  regarding  Year  2000
compliance by major third parties.

Estimated Cost of Remediation

     Repap currently estimates total expenditures of approximately $6.0
million, most of which has been expended as of September, 1999, 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  may  be  incurred  in  connection  with   the
implementation of contingency plans, discussed below.

Risks to the Company of Non-Compliance

     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.  Repap  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 a 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 levels of inventories and receivables.

Contingency Plans

     To  date,  the  Company's  Year 2000  efforts  have  been  devoted
primarily to the readiness program described above.  Repap has not  yet
finalized contingency plans to address and mitigate the potential risks
associated with the most reasonably likely worst-case scenario.   Repap
expects to have such plans in place during the fourth quarter of  1999.
Such plans may include, among other things, seeking alternative sources
of  supply, stockpiling raw materials and increasing inventory  levels.
Repap'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.

     Forward-looking  statements in this release are made  pursuant  to
the  safe harbor provisions of the Private Securities Litigation Reform
Act  of  1995.   Such forward-looking statements are not guarantees  of
future  performance  and  are subject to risks and  uncertainties  that
could  cause actual results and company plans and objectives to  differ
materially  from  those  expressed in the  forward-looking  statements.
Such  risks and uncertainties include, but are not limited to,  changes
in  the United States and international economies; changes in worldwide
demand for the company's products; changes in worldwide production  and
production  capacity  in  the  forest  products  industry;  competitive
pricing  pressures for the company's products; changes in raw material,
energy, and other costs; and currency fluctuations.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk.

Currency

       The  profitability  level  of  Repap's  Canadian  operations  is
sensitive  to fluctuations in foreign exchange rates as most  of  their
revenues  are derived in US dollars.  A US$0.01 variation  in  exchange
rates  affects  Repap's cash flow by approximately $3.8  million.   The
competitiveness of Repap's operations in world markets depends  on  the
relative  strength  of  the  currency in the countries  of  competitive
producers.  Since  the  repayment  in  full  of  Repap  New Brunswick's
operating credit facility in  June 1999, the  Company  no longer has an
available  foreign exchange hedging facility.  Repap  currently  has no
outstanding forward exchange contracts outstanding.

     At  September  30,  1999, essentially all of Repap's  consolidated
borrowings of approximately Cdn.$1.2 billion were in US dollars.

     Repap  is  naturally hedged against the exchange  risk  associated
with  holding US dollar debt because most of Repap's products are  sold
in  US  dollars.   Repap  has  chosen  to  issue  primarily  US  dollar
denominated debt because of this natural hedge and to take advantage of
interest  rates available on US dollar denominated debt which have,  at
times,  been  significantly less than corresponding rates  on  Canadian
dollar-denominated debt.

     Accordingly,  effective July 1, 1992, Repap designated  future  US
dollar  revenue  streams  as effective hedges  against  currency  risks
related  to  US dollar debt borrowings.  Designation of revenues  as  a
hedge  results  in  exchange gains and losses on  debt  being  deferred
without  amortization  until  repayment.   At  maturity,  any  exchange
adjustment  is  included  with revenues,  recognizing  that  Repap  has
realized  equal and offsetting exchange adjustments in the  period  the
debt is repaid.

     Revenues in the nine months ending September 30, 1999 were reduced
by  $4.1  million  as  a result of the application of  this  accounting
method.  As at December 31, 1998, approximately $43.4 million of hedged
currency  exchange  losses  remained on  the  balance  sheet,  and  are
expected to reduce revenues by the following non-cash currency exchange
adjustments:

     Revenue reduction resulting from non-cash currency adjustments
                 Year               (dollars in millions)
                 ----               ---------------------
                 1999                      $ 5.7
                 2000                       22.4
                 Thereafter                 15.3
                 Total                     $43.4

     In  April  1995,  Repap  and  Repap New Brunswick  refinanced  the
majority  of  their US dollar long-term debt with US dollar denominated
senior  secured  notes  issued by Repap New  Brunswick.   However,  the
revenue  streams  which had been identified as an  effective  hedge  in
connection  with scheduled US dollar principal repayments  on  the  old
debt  continue  to  constitute an effective hedge  against  accumulated
exchange losses at the time of refinancing, as it remains highly likely
that such revenue streams will be earned as anticipated in the relevant
future periods.

     Under  generally  accepted  accounting principals  in  the  United
States  ("US  GAAP"),  any  change  in  the  currency  fluctuations  is
immediately  recognized  in income.  The total  amount  of  the  above-
mentioned non-cash currency adjustments to future revenues has  already
been  charged  to income under US GAAP.  Accordingly, any reduction  in
revenues  and  income  of future years resulting  from  these  currency
adjustments   under   Canadian  GAAP  will  be  added   back   in   the
reconciliation of revenues and income under US GAAP.  (See Note  22  to
the Company's Consolidated Financial Statements).

Interest Rates

     The  Company's  variable-rate  debt  from  continuing  operations,
totaling US$120 million, is subject to fluctuations in Canadian, US and
LIBOR  lending  rates.  A 1% change in interest rates  affects  Repap's
cash flow by approximately US$1.2 million.

Environmental Concerns and Regulations

     The  forest products industry is subject to evolving environmental
legislation,   regulations  and  standards  from  various   levels   of
governments  which  impose effluent and emission  standards  and  other
requirements on Repap's operations.  Future capital investments may  be
required to meet legislation, regulations and standards as they evolve.
In  addition  to  regulatory pressure, market pressures  may  influence
product  evolution.   Repap's ability to continue to  address  changing
market  needs could require additional capital investments as  well  as
additional investments in product and process development.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

(1)  F. Steven Berg against Repap Enterprises Inc.

     Mr. F. Steven Berg  was appointed a director  and  Chairman of the
Board of Directors  of the  Company in January, 1999. When the terms of
Mr. Berg's employment contract were subsequently  developed and publicly
released  in  the spring of  1999,  certain shareholders of the Company
expressed  concern.   In  a  notice to  shareholders  published  in the
financial press  on  June 11, 1999, TD Asset Management Inc.  and  EQSF
Advisors, Inc., which acts as advisor to Third Avenue Value Fund and to
Third  Avenue  Small  Cap  Value  Fund  (the "dissident shareholders"),
advised of their intention to nominate and vote for an alternative slate
of  directors at an  annual and  special meeting of the shareholders of
the Company originally scheduled for June 18, 1999.

     On June 16, 1999, Mr. Berg filed a summons with the Supreme Court
of  the  State  of  New  York  in  the  County  of  New York seeking a
declaratory  judgement that  his employment  agreement is  a valid and
binding corporate obligation of the Company.

     On June 23, 1999,  the dissident  shareholders  received  written
communication from the existing directors with the exception of Messrs.
Larson  and  Berg, indicating their willingness to resign in the event
that shareholders holding a significant number of shares of the Company
so  desired.   On  June 25, 1999,  the  existing  directors, with  the
exception of Messrs. Larson and Berg, resigned in favor of nominees of
the dissident shareholders.  The new Board of Directors then formed an
Independent Committee of the Board comprised of all directors with the
exception of Messrs. Berg and Larson.   The mandate of the Independent
Committee  was  to   investigate  the  circumstances  surrounding  the
negotiation and approval of Mr. Berg's employment agreement and to make
a  recommendation to the  Board of Directors with respect thereto.  On
August 16, 1999, the Company's shareholders elected a board of directors
that did not include Mr. Berg.

     During July, August and September 1999, members of the Independent
Committee  of  the  Board  of  Directors  met  with  Mr.  Berg and his
representatives  in  an  attempt to settle  the  matters raised by the
summons.  The final proposal  to settle Mr. Berg's  claim  made by the
Independent Committee in September was not accepted by Mr. Berg.

     On September 27, 1999, Mr. Berg filed and served on the Company a
First Amended Complaint for Declaratory Judgment, Specific Performance
and Breach of Contract. On October 25, 1999 the Company filed a Motion
to Dismiss  the  First  Amended Complaint claiming that, as a Canadian
company that does not do business in the State of New York, the Supreme
Court  of  the  State  of New York does not have jurisdiction over the
Company. Mr. Berg has not yet responded to the Company's motion.

     If the Company's  motion  is not granted and the Supreme Court of
the State of New York  determines that it has jurisdiction to hear the
First Amended Complaint, the  Company  intends  to  defend the action.
If, after  the  trial of  the action  and  any  appeals  thereof,  the
employment agreement is determined to be a valid and binding obligation
of the Company, or grounds do not exist to set it aside, or Mr. Berg is
not found  to  be in  breach of  the agreement, then the Company would
incur  substantial financial obligations to  Mr. Berg which would have
adverse financial consequences to the Company and which the Company may
not be able to satisfy.

(2)  TD Asset Management Inc. vs F. Steven Berg, Clifford M. Sifton,
     Stephen W. Phillips and Repap Enterprises Inc.

     On  October 25, 1999,  the Company  was served with  Statement of
Claim  filed  in Ontario Superior Court of Justice against the Company
and three of its former directors, namely, F. Steven Berg,  its former
Chairman, Stephen W. Phillips,  a  former  member  and Chairman of the
Company's Compensation Committee and Clifford M. Sifton, also a former
member of the Company's Compensation Committee.

     The  Ontario  action  claims (1) that  the  employment  agreement
between  the  Company  and  its  former  Chairman, F. Steven Berg,  is
oppressive  or  unfairly  prejudicial to or  unfairly  disregards  the
interests of the Company's shareholders, (2) and  order  setting  that
employment  agreement  aside, (3) interim, interlocutory and permanent
injunctions  restraining  performance of  the employment agreement and
associated grants of stock options, (4) damages  against  the personal
defendants and (5) costs of the action.

     The  Company  is  taking  advice  of  counsel with respect to the
appropriate action to be taken in  defense of  this action but, in any
event, the Company does not intend to make any  payments  to  Mr. Berg
until  the  respective  rights  of  the  Company  and  Mr. Berg can be
determined by a court of competent jurisdiction.

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
occurred during the third quarter of fiscal 1999.

Item 3.   Defaults Upon Senior Securities.

     No material defaults upon senior securities have  occurred during
the third quarter of fiscal 1999.

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 1999.

Item 5.   Other Information.

          N/A

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

          a)   Exhibits

               No.  Description
               11.1 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 1999.


                              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 4, 1999         /s/  Michelle A. Cormier
                                        Michelle A. Cormier
                                        Vice President &
                                        Chief Financial Officer



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



EXHIBIT 11.1

            STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
               (dollars in millions of Canadian dollars)
                         (shares in millions)


                                                   Nine Months ended
                                                     September 30,
                                                   -----------------
                                                    1999       1998
                                                   ------     ------
BASIC
   Average shares outstanding                      743.5      742.5

   Income (loss) from continuing operations        (36.6)     (61.4)
   Net Income (loss) attributable to common
      shareholders                                 (36.6)     (44.0)
   Basic earnings (loss) from continuing
      operations per share                          (0.05)     (0.08)
   Basic earnings (loss) per share                  (0.05)     (0.06)

DILUTED (1)
  Average shares outstanding                       743.5      742.5
  Stock options granted                             52.2       63.2
  Assumed conversion of convertible debentures        --         --


-----------------------------------------
(1)  Diluted  earnings per share are not computed as the effect  of
     the conversions of convertible debentures and the exercise  of
     stock  options  are antidilutive.  The convertible  debentures
     are convertible at US$0.35 per common share.