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
     June 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 June 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 six months ended and as at June 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 August 9,
1999, US$1.00 equaled C$1.5028.

                              Six Months          Year Ended
                            Ended June 30,       December 31,
                            --------------       ------------
                            1999     1998            1998
                            ----     ----            ----
                                      (C$ per US$)
    High                   1.4512   1.4075          1.4658
    Low                    1.5302   1.4710          1.5770
    Average (1)            1.4922   1.4386          1.4641
    At End of Period (2)   1.4735   1.4717          1.5263

--------------------
(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 June 30, 1999)
                          (dollars in millions)

                                              As at        As at
                                            June 30,    December 31,
                                              1999          1998
ASSETS                                      --------    ------------
Current assets
Cash and short term deposits               $   72.3      $    9.4
Accounts receivable                            52.1          68.5
Inventories                                    66.8          66.5
Prepaid expenses and other assets               4.5           0.8
                                           --------      --------
                                              195.7         145.3
                                           --------      --------
Fixed assets, net                             966.8         980.0
Investments                                    16.2          16.2
Other assets                                  137.2         187.4
                                           --------      --------
                                           $1,315.9      $1,328.9
LIABILITIES                                ========      ========
Current liabilities
Accounts payable and accrued liabilities   $  103.4      $  117.8
Current portion of long-term debt and
  repayable grants                              6.1           7.6
Revolving credit facility                       0.0          77.6
                                           --------      --------
                                              109.5         203.0
                                           --------      --------
Long-term debt                              1,193.1       1,084.6
Repayable grants and other liabilities         19.0          21.0
                                           --------      --------
                                            1,212.1       1,105.6
CAPITAL SOURCES                            --------      --------
Investment tax credits                        105.7         108.3
Grants-non-repayable                           22.2          22.8
                                           --------      --------
                                              127.9         131.1
                                           --------      --------
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred shares                               16.0          16.0
Common shares                                 640.6         640.6
Deficit                                      (805.5)       (782.7)
Other paid-in capital                          15.3          15.3
                                           --------      --------
                                             (133.6)       (110.8)
                                           --------      --------
                                           $1,315.9      $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)

                                               Second        Six Months
                                              Quarter       Ended June 30
                                            1999    1998    1999     1998
                                           ------  ------  ------   ------
Revenues from continuing operations        $142.4  $168.8  $305.0   $332.1
Effects of currency hedging                  (1.7)   (1.7)   (2.9)    (2.9)
                                           ------  ------  ------   ------
Net revenues                                140.7   167.1   302.1    329.2
                                           ------  ------  ------   ------
Net sales from continuing operations        125.9   151.2   270.8    298.1

Cost of sales before depreciation and
 amortization                                92.9    99.4   192.4    194.4
Selling, administrative and research
 expenses                                     7.0     8.6    14.6     16.5
Depreciation and amortization                14.7    15.0    31.8     31.1
                                           ------  ------  ------   ------
Operating profit                             11.3    28.2    32.0     56.1

Interest expense                             28.3    27.0    56.5     53.5
Miscellaneous (income) expenses              (4.0)    1.8    (2.8)     1.6
                                           ------  ------  ------   ------
Income (loss) before the undernoted         (13.0)   (0.6)  (21.7)     1.0

Provision for income taxes                    0.5     0.5     1.1      1.3
                                           ------  ------  ------   ------
Loss from continuing operations             (13.5)   (1.1)  (22.8)    (0.3)

Unusual charges                               0.0    46.3     0.0     46.3
Income (loss) from discontinued operations    0.0    (0.3)    0.0     17.8
                                           ------  ------  ------   ------
Net loss                                    (13.5)  (47.7)  (22.8)   (28.8)

Provision for accretion of other paid-in
 capital                                      0.0     1.3     0.0      2.9
                                           ------  ------  ------   ------
Net loss attributable to common
 shareholders                             $(13.5)  $(49.0) $(22.8)  $(31.7)
                                          ======   ======  ======   ======
Average common shares outstanding
 (millions)                                743.5    742.5   743.5    742.5
                                          ------   ------  ------   ------
Loss per share:
 Continuing operations                     $(0.02)  $(0.07) $(0.03)  $(0.07)
 Discontinued operations                     0.00     0.00    0.00     0.02
                                           ------   ------  ------   ------
     Total                                 $(0.02)  $(0.07) $(0.03)  $(0.05)
                                           ======   ======  ======   ======

                         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)

                                              Second           Six Months
                                              Quarter         Ended June 30
                                           1999     1998      1999     1998
                                          ------   ------    ------   ------
Operating activities:
 Loss from continuing operations          $(13.5)  $(47.4)   $(22.8)  $(46.6)
Add items not affecting cash:
 Depreciation and amortization              14.6     15.0      31.8     31.2
 Effects of currency hedging                 1.7      1.7       2.9      2.9
 Other                                       0.4     48.7       0.6     47.0
                                           ------   ------   -------  -------
Cash flow before net changes in non-cash
 working capital                             3.2     18.0      12.5     34.5

Non-cash working capital changes            (9.6)    (4.2)     (1.5)   (20.0)
                                           ------   ------    ------  -------
Cash provided by  (used in) continuing
 operations                                 (6.4)    13.8      11.0     14.5

Investing activities:
 Additions to fixed assets                  (8.1)    (5.5)    (12.9)    (8.2)
 Deferred charges and other assets          (5.8)   (20.9)     (5.6)   (18.2)
                                           ------   ------    ------   ------
Cash used in investing activities          (13.9)   (26.4)    (18.5)   (26.4)

Financing activities:
 Additions to debt                         150.7    516.4     151.1    521.8
 Repayment of debt                          (1.9)  (434.4)     (5.6)  (458.7)
 Redemption of debentures                    0.0    (75.0)      0.0    (75.0)
 Revolving credit facility, net change     (65.7)     4.5     (74.8)   (11.4)
 Other                                      (0.2)   (17.6)     (0.1)   (17.2)
                                          -------  -------    ------  -------
Cash provided by (used in)  financing
 activities                                 82.9     (6.1)     70.6    (40.5)

Cash provided by (used in) discontinued
 operations                                 (0.2)     0.6      (0.2)    17.7

Net increase (decrease) in cash             62.4    (18.1)     62.9    (34.7)
Cash position at beginning of period         9.9     26.7       9.4     43.3
                                           -----    -----     -----    -----
Cash position at end of period             $72.3     $8.6     $72.3     $8.6
                                           =====    =====     =====    =====
Represented by:
 Cash and short-term deposits              $72.3     $8.6     $72.3     $8.6
                                           =====    =====     =====    =====

                          See accompanying notes



                         REPAP ENTERPRISES INC.

      NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                 Six months ended June 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
                                     June 30, 1999    December 31, 1998
                                     -------------    -----------------
       Raw materials and supplies       $41.0               $48.7
       Work in process                    1.0                 1.0
       Finished goods                    24.7                16.8
                                        -----               -----
                                        $66.7               $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
                                                             Six Months
Statement of Operations components:                        Ended June 30,
                                                           1999     1998
                                                          ------   ------
Income (loss) from continuing operations before provision
  for accretion in paid-in capital in accordance with
  Canadian GAAP.                                         $(22.8)  $(46.6)
Earnings adjustments:
Add (deduct):
 Reversal of revenue-stream hedge                           2.9      2.9
 Unrealized gain (loss) on translation of long-term debt   44.5    (24.2)
 Interest expense on convertible debentures                 0.4     (2.9)
 Reversal of amortization of investment tax credits         0.6      0.0
 Foreign exchange gain on currency contracts                2.4      0.0
 Cost of early redemption of long-term debt                 0.0     46.3
                                                           -----   ------
Income (loss) from continuing operations before effects
  of change in accounting principle and discontinued
  operations in accordance with US GAAP.                   28.2    (24.5)
Income from discontinued operations in accordance with US
GAAP                                                        0.0     17.7
Extraordinary item net of related taxes                     0.0    (23.7)
Effects of change in accounting principle (1)              (5.2)     0.0
                                                          -----    -----
Net income                                                $23.0    $30.5
                                                          =====    =====
(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 $5.2 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
                                         June 30, 1999   December 31, 1998
                                         In accordance     In accordance
                                         with GAAP in      with GAAP in
                                         Canada   U.S.    Canada     U.S.
                                         ------  ------   ------    ------
Balance Sheet components:
Other assets                             $137.1   $65.8   $187.4     $64.2
Net capital assets                        967.0   961.8    980.0     980.0
Accounts payable                          103.4   123.6    117.8     119.9
Repayable grants and other liabilities     18.9    35.7     21.0      58.0
Investment tax credits                    105.9   137.6    108.3     140.6
Convertible debentures                     52.0    66.2     53.1      69.7
Other paid-in capital                      15.2     0.0     15.2       0.0
Shareholders' (deficiency)               (148.9) (293.1)  (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 six-months ended                                         Segment
June 30, 1999                            Paper   Pulp   Lumber   Totals

Net sales before intersegment revenues  $238.7   $85.6    $9.5    $333.8
Intersegment revenues                      0.0   (60.1)    0.0     (60.1)
                                        ------   -----    ----    ------
Net sales                                238.7    25.5     9.5     273.7

Operating profit before depreciation
 and amortization                         62.3     3.6     0.8      66.7
Amortization of capital assets and
 goodwill                                 14.3     7.6     0.4      22.3

For the six-months ended                                         Segment
June 30, 1998                            Paper   Pulp   Lumber   Totals

Net sales before intersegment revenues  $268.3   $85.1   $10.7    $364.1
Intersegment revenues                      0.0   (63.1)    0.0     (63.1)
                                        ------   -----   -----    ------
Net sales                                268.3    22.0    10.7     301.0

Operating profit before depreciation
 and amortization                         85.1     3.3     1.7      90.1
Amortization of capital assets and
 goodwill                                 13.6     7.4     0.4      21.4


Reconciliation of Reportable Segment Revenues, Segment Profit or Loss
and Segment Assets
For the six-months ended June 30,                    1999     1998
                                                    ------   ------
Net sales                                           $273.7   $301.0
Effects of revenue stream hedging                     (2.9)    (2.9)
                                                    ------   ------
Consolidated net sales                               270.8    298.1

Operating profit before depreciation and
 amortization                                        66.7      90.1
  Effects of revenue stream hedging                   2.9       2.9
  Depreciation and amortization                      31.8      31.1
  Interest expense                                   56.5      53.5
  Foreign exchange loss                              (1.8)      3.9
  Other expense (revenue)                            (1.0)     44.0
                                                   ------    ------
Loss before taxes                                  $(21.7)   $(45.3)
                                                   ======    ======

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

FINANCIAL REVIEW (IN CANADIAN DOLLARS UNLESS OTHERWISE NOTED)

     Repap  Enterprises Inc. recorded a net loss of $13.5 million ($0.02
per  share) for the second quarter ended June 30, 1999, compared with  a
net  loss  of $49.0 million ($0.07 per share) in the second  quarter  of
1998.   The second quarter of 1998 included one-time refinancing charges
of $46.3 million.

     For  the  six months ended June 30, 1999, Repap reported a loss  of
$22.8  million  ($0.03 per share) compared to a loss  of  $31.7  million
($0.05 per share) for the corresponding period in 1998.

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

                               Second Quarter    Six Months
                                1999    1998     1999   1998
                                ----    ----     ----   ----
Coated paper (000 tons)          110     114      227    226
Kraft pulp (000 metric tons)      16      20       39     33
Lumber (mmfbm)                    13      16       24     28

     Revenues  from operations for the second quarter of 1999 were  $142.4
million,  down  15.6%  from revenues of $168.8 million  in  the  second
quarter of 1998 and down 12.5% from revenues of $162.7 million  in  the
first  quarter of 1999.  Revenues for the six month period ending  June
30, 1999 were $305.0 million, down 8.2% from revenues of $332.1 million
for  the  same  period  of  1998.  The reduction  in  revenues  is  due
primarily to lower prices in all product lines.

  -  Revenues from coated paper were $266.9 million, down $29.3 million
     or  9.9%  from  the  first half of 1998 revenues of  $296.2  million,
     reflecting mainly the impact of lower pricing resulting from weak paper
     markets,  offset partially by a weaker Canadian dollar and marginally
     higher shipments.

  -  Revenues from pulp in the first half of 1999 were $28.0 million, up
     $3.4  million or 13.8% from the first half of 1998 revenues of  $24.6
     million, reflecting the impact of higher shipments and a weaker Canadian
     dollar, offset in part by lower prices.

  -  Revenues from lumber were $10.1 million in the first half  of  1999,
     down slightly from revenues of $11.3 million in the same period of 1998,
     reflecting lower shipments, offset partially by higher pricing.

     Shipments of coated paper totaled 226,825 tons in the first  half  of
1999  compared  to  225,750  tons for the same  period  in  1998.   The
increase  of  1,075 tons represents increased shipments  due  to  a  6%
increase in productivity, offset partially by the negative impact of  a
6-day  labor strike by the unionized employees of the paper  and  kraft
pulp   mill  operations  during  June  1999,  which  resulted  in  lost
production  of approximately 8,700 tons of paper and 5,300 metric  tons
of  kraft pulp.  A new 6-year collective agreement was reached  between
the Company and the employees, and operations resumed immediately.

     Shipments  of kraft pulp totaled 39,030 metric tons in  the  first
half  of  1999  compared to 33,365 metric tons for the same  period  in
1998.   The increase of 5,665 metric tons was due mainly to a reduction
in inventories offset, in part, by the impact of the labor strike.

     Shipments  of  lumber  totaled 23.7  million  foot  board  measure
("mmfbm")  compared  to 27.6 mmfbm for the same period  in  1998.   The
decrease of 3.9 mmfbm related to the negative impact of a 30-day  labor
strike  by the unionized sawmill employees from mid-June 1999  to  mid-
July  1999.   A  new 4-year collective agreement was  signed  with  the
employees and operations have resumed.

     Cost  of  sales  were  $192.4 million in the first  half  of  1999
compared  to  $194.4 million in the first half of 1998, a  decrease  of
$2.0  million.  The decrease in costs is due mainly to the  benefit  of
increased productivity and lower costs in the Company's pulp and  paper
operations.

     Selling,  general  and  administrative expenses  decreased  by  $1.9
million to $14.6 million in the first half of 1999 from $16.5 million  in
the same period of 1998, reflecting continued efforts to reduce costs.

     Repap  Enterprises'  operating  profit,  before  depreciation   and
amortization,  and  excluding non-cash currency adjustments,  ("EBITDA")
was  $27.7 million for the second quarter of 1999 compared to an  EBITDA
of $44.9 million in the second quarter of 1998 and to an EBITDA of $39.0
million  in  the first quarter of 1999.  The decrease of  $17.2  million
from the second quarter of 1998 reflects the impact of lower prices  for
coated  paper  and  pulp,  offset partially  by  higher  shipments,  the
benefits  of  increased  productivity and  lower  costs,  and  a  weaker
Canadian dollar.

     Repap's  EBITDA for the first six months of 1999 was $66.7 million,
compared to $90.1 million for the same period in 1998.  The decrease  of
$23.4  million  is due primarily to lower pricing for  paper  and  pulp,
offset  partially by higher shipments, increased productivity and  lower
costs.

     Depreciation and amortization increased by $0.7 million  to  $31.8
million  for the six months ending June 30, 1999 from $31.1 million  in
the  corresponding quarter of 1998.  The increase is due  primarily  to
higher  amortization of deferred foreign exchange losses  on  long-term
debt, resulting from a weaker Canadian dollar.

     Interest expense in the first half of 1999 was $56.5 million compared
to $53.5 million in the same period of 1998, reflecting higher
borrowings.

Liquidity and Capital Resources

     Repap  Enterprises generated $12.5 million in cash from operations
in the first half of 1999 compared to a cash generation of $34.5 million
in  the first half of 1998.  Non-cash working capital changes used  cash
of  $1.5 million in the first half of 1999 compared to a use of cash  of
$20.0  million  for  the same period in 1998.  The cash  generated  from
operations  after  working capital in the first half of  1999  was  used
primarily to finance capital expenditures of $12.9 million.

     On  May 28, 1998, the Company's wholly-owned subsidiary, Repap New
Brunswick  Inc.,  ("Repap New Brunswick") completed  a  US$100  million,
11 1/2%,  Senior  Secured  Note financing, secured  by  trade  receivables,
inventories  and  the  fixed assets of Repap New Brunswick's  Blackville
sawmill.   The net proceeds of the financing were used to terminate  and
repay  in  full  all  amounts outstanding under  Repap  New  Brunswick's
revolving credit facility and to provide increased liquidity.   Cash  on
hand at June 30, 1999 totaled $65.2 million in Repap New Brunswick.   In
addition, Repap Enterprises had cash on hand of $7.1 million at June 30,
1999.

     During  the  second quarter of 1999, the Company  had  total  debt
servicing  requirements  of $46.7 million, of which  $45.3  million  was
interest  and $1.4 million was principal.  During the third  quarter  of
1999, the Company has debt servicing requirements of approximately  $7.7
million,  of  which  $6.2  million  is  interest  and  $1.5  million  is
principal.

Coated Paper Outlook

     Repap's June 30, 1999 coated paper inventories were at 22,000 tons,
or  20  days  supply.   They  were up 4,500 tons  from  March  31,  1999
inventories of 17,500 tons.  A portion of this increase (2,000 tons) was
planned and the balance was due to timing.

     Industry  mill  inventories  of coated  groundwood  paper  were  at
approximately 218,000 tons at the end of May, up somewhat from March 31,
1999.

     Reported buyer inventories were at 587,000 tons at the end of  May,
1999,  down 30,000 tons from the prior month and compared to a  peak  of
747,000 tons in July 1998.

     Coated  groundwood  shipments from U.S. producers  were  down  4.6%
through  May  versus the same period last year.  Purchases  during  that
period  were down 6% reflecting depletion of inventory, continued  grade
substitution and market related downtime by several mills.

     Since June 1999, order activity has strengthened resulting in increasing
order  backlogs.   The  Company's order book for the  third  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 second quarter.  There can  be  no
assurances that prices will not continue to decline nor that there  will
be any increase 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,  while  no
assurances can be given, the data historian is expected to be 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 October 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
million  of which approximately $4.914.94.94 million has been  expended
as  of June 30, 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
developed 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 by October 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 report 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 or events 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.  Repap actively
hedges  its  future revenue streams to protect against foreign  exchange
exposure with the use of forward contracts of varying terms not normally
exceeding  one year.  The objective of the hedging program is to  manage
the  risk of adverse cash flow due to fluctuations in foreign currencies
against  the  Canadian  dollar.  The percentage of transaction  exposure
hedged is generally between 20 percent and 80 percent, after taking into
account  the amounts of US dollars required under Repap's revenue-stream
hedging practices.

     At   June   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 six months ending June 30, 1999 were  reduced  by
$2.9  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

     On  June  16,  1999,  Mr. F. Steven 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 July 7, 1999 the
summons  and  the  related complaint were served upon the Company.  The
Company  is  taking  advice of counsel with respect to such action.  At
present, the  Company is  due to  respond to Mr. Berg's complaint on or
before August 20, 1999.

     In  the  spring  of  1999, certain  shareholders  of  the Company
expressed concern over Mr. Berg's employment contract with the Company.
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  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 is 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.   The  Independent Committee is
actively pursuing its mandate with a view to determining the facts and
resolving the issues between the Company and Mr. Berg in an expeditious
manner.

     If  the  employment  agreement is determined to be  a  valid  and
binding  obligation of  the Company, grounds do not exist  to  set  it
aside  and  Mr.  Berg  is not found to be in breach of the  agreement,
then the Company would  incur substantial financial obligations to Mr.
Berg  in  the event that  he is not elected by the shareholders  as  a
director  at the Annual  Meeting of Shareholders to be held on  August
16,  1999.  The Board  of Directors, however, has concluded  that  Mr.
Berg  does  not  have the support of management or of the shareholders
of  the Company  and, accordingly, has determined not to nominate  him
for election as a director at such Meeting.

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 second quarter of fiscal 1999.

Item 3.   Defaults Upon Senior Securities.

     No material defaults upon senior securities have occurred during
the second 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
second 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
second 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:     August 10, 1999          /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





EXHIBIT 11.1

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


                                                             Six Months
                                                           ended June 30,
                                                           --------------
                                                            1999     1998
                                                            ----     ----
BASIC
  Average shares outstanding                               743.5    742.5

  Income (loss) from continuing operations                 (22.8)   (49.5)
  Net Income (loss) attributable to common shareholders    (22.8)   (31.7)
  Basic earnings (loss) from continuing operations
    per share                                               (0.03)   (0.07)
  Basic earnings (loss) per share                           (0.03)   (0.04)

DILUTED (1)
  Average shares outstanding                               743.5    742.5
  Stock options granted                                     55.6     63.2
  Assumed conversion of convertible debentures               0.0      0.0

-----------------------------------------
(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.