EXHIBIT 3(ii)

                                     BY-LAWS
                                       of
                            BADGER PAPER MILLS, INC.
                                  A Corporation


                               ARTICLE I.  Offices

      1.01  Principal and Business Offices.  The corporation may have such
   principal and other business offices in addition to Peshtigo, Wisconsin,
   either within or without the State of Wisconsin, as the Board of Directors
   may designate or as the business of the corporation may require from time
   to time.

      1.02  Registered Office.  The registered office of the corporation
   required by the Wisconsin Business Corporation Law to be maintained in the
   State of Wisconsin may be, but need not be, identical with the principal
   office of the corporation, and the address of the registered office may be
   changed from time to time by the Board of Directors or by the registered
   agent.  The business office of the registered agent of the corporation
   shall be identical to such registered office.


                            ARTICLE II.  Shareholders

      2.01  Annual Meeting.  The annual meeting of the shareholders shall be
   held on the second Tuesday in May in each year at 10:00 o'clock A. M., or
   at such other time and date within thirty days before or after said date
   as may be fixed by or under the authority of the Board of Directors, for
   the purpose of electing directors and for the transaction of such other
   business as may come before the meeting.  If the day fixed for the annual
   meeting shall be a legal holiday in the State of Wisconsin, such meeting
   shall be held on the next succeeding business day.  If the election of
   directors shall not be held on the day designated herein, or fixed as
   herein provided, for any annual meeting of the shareholders, or at any
   adjournment thereof, the Board of Directors shall cause the election to be
   held at a special meeting of the shareholders as soon thereafter as
   conveniently may be.

      2.02  Special Meeting.  Special meetings of the shareholders, for any
   purpose of purposes, unless otherwise prescribed by statute, may be called
   by the Chairman of the Board of Directors, the President or Board of
   Directors or by the person designated in the written request of the holder
   of not less than one-tenth of all shares of the corporation entitled to
   vote at the meeting.

      2.03  Place of Meeting.  The Board of Directors may designate any
   place, either within or without the State of Wisconsin, as the place of
   meeting for any annual meeting or for any special meeting called by the
   Board of Directors.  If no designation is made, or if a special meeting be
   otherwise called, the place of meeting shall be the principal business
   office of the corporation in Peshtigo, Wisconsin, or such other suitable
   place in Marinette County, Wisconsin as may be designated by the person
   calling such meeting, but any meeting may be adjourned to reconvene at any
   place designated by vote of a majority of the shares represented thereat.

      2.04  Notice of Meeting.  Written notice stating the place, day, and
   hour of the meeting and, in case of a special meeting, the purpose or
   purposes for which the meeting is called, shall be delivered not less than
   ten (10) days nor more than fifty (50) days before the meeting, either
   personally or by mail, by or at the direction of the President, or the
   Secretary, or the officer or persons calling the meeting.  If mailed, such
   notice shall be deemed to be delivered when deposited in the United States
   mail, addressed to the shareholder at his address as it appears on the
   stock record books of the corporation with postage thereon prepaid.

      2.05  Closing of Transfer Books or Fixing of Record Date.  For the
   purpose of determining shareholders entitled to notice of or to vote at
   any meeting of shareholders or any adjournment thereof, or shareholders
   entitled to receive payment of any dividend, or in order to make a
   determination of shareholders for any other proper purpose, the Board of
   Directors may provide that the stock transfer books shall be closed for a
   stated period but not to exceed, in any case, seventy (70) days.  If the
   stock transfer books shall be closed for the purpose of determining
   shareholders entitled to notice of or to bote at a meeting of
   shareholders, such books shall be closed for at least ten (10) days
   immediately preceding such meeting.  In lieu of closing the stock transfer
   books, the Board of Directors may fix in advance a date as the record date
   for any such determination of shareholders, such date in any case to be
   not more than seventy (70) days and, in case of a meeting of shareholders,
   not less than ten (10) days prior to the date on which the particular
   action, requiring such determination of shareholders, is to be taken.  If
   the stock transfer books are not closed and no record date is fixed for
   the determination of shareholders entitled to notice of or to vote at a
   meeting of shareholders, or shareholders entitled to receive payment of a
   dividend, the close of business on the date on which notice of the meeting
   is mailed or on the date on which the resolution of the Board of Directors
   declaring such dividend is adopted, as the case may be, shall be the
   record date for such determination of shareholders.  When a determination
   of shareholders entitled to vote at any meeting of shareholders has been
   made as provided in this section, such determination shall be applied to
   any adjournment thereof except where the determination has been made
   through the closing of the stock transfer books and the stated period of
   closing has expired.  If no record date is fixed by the Board of Directors
   or by the Wisconsin Business Corporation Law for the determination of
   shareholders entitled to demand a special meeting under Section 2.02, the
   record date shall be the date that the first shareholder signs the demand. 
   Except, as provided by the Wisconsin Business Corporation Law for a court-
   ordered adjournment, a determination of shareholders entitled to notice of
   and to vote at a meeting of shareholders is effective for an adjournment
   of such meeting unless the Board of Directors fixes a new record date,
   which it shall do if the meeting is adjourned to a date more than 120 days
   after the date fixed for the original meeting.

      2.06  Voting Records.  After a record date for a special or annual
   meeting of shareholders has been fixed, the corporation shall prepare a
   list of the names of all of the shareholders entitled to notice of the
   meeting.  The list shall be arranged by class or series of shares, if any,
   and shall show the address of and number of shares held by each
   shareholder.  Such list shall be available for inspection by any
   shareholder, beginning two business days after notice of the meeting is
   given for which the list was prepared, and continuing to the date of the
   meeting, at the corporation's principal office or at a place identified in
   the meeting notice in the city where the meeting will be held.  A
   shareholder or his, her, or its agent may, on written demand, inspect and,
   subject to the limitations imposed by the Wisconsin Business Corporation
   Law, copy the list, during regular business hours and at his, her, or its
   expense, during the period that it is available for inspection pursuant to
   Section 2.07.  The corporation shall make the shareholders' list available
   at the meeting and any shareholder or his, her, or its agent or attorney
   may inspect the list at any time during the meeting or any adjournment
   thereof.  Refusal or failure to prepare or make available the
   shareholders' list shall not affect the validity of any action taken at a
   meeting of shareholders.

      2.07  Quorum.  Shares entitled to vote as a separate voting group may
   take action on a matter at a meeting only if a quorum of those shares
   exists with respect to that matter.  Except as otherwise provided in the
   articles of incorporation or the Wisconsin Business Corporation Law, a
   majority of the votes entitled to be cast on the matter shall constitute a
   quorum of the voting group for action on that matter.  Once a share is
   represented for any purpose at a meeting, other than for the purpose of
   objecting to holding the meeting or transacting business at the meeting,
   it is considered present for purposes of determining whether a quorum
   exists for the remainder of the meeting and for any adjournment of that
   meeting unless a new record date is or must be set for the adjourned
   meeting.  If a quorum exists, except in the case of the election of
   directors, action on a matter shall be approved if the votes cast within
   the voting group favoring the action exceed the votes cast opposing the
   action, unless the articles of incorporation or the Wisconsin Business
   Corporation Law requires a greater number of affirmative votes.  Unless
   otherwise provided in the articles of incorporation, each director shall
   be elected by a plurality of the votes cast by the shares entitled to vote
   in the election of directors at a meeting at which a quorum is present. 
   Though less than a quorum of the outstanding votes of a voting group are
   represented at a meeting, a majority of the votes so represented may
   adjourn the meeting from time to time without further notice.  At such
   adjourned meeting at which a quorum shall be present or represented, any
   business may be transacted which might have been transacted at the meeting
   as originally notified.

      2.08  Conduct of Meetings.  The Chairman of the Board of Directors or,
   and in his absence, the President, and in his or her absence, a Vice-
   President in the order provided under Section 4.06, and in their absence,
   any person chosen by the shareholders present shall call the meeting of
   the shareholders in order and shall act as Chairman of the meeting, and
   the Secretary of the corporation shall act as Secretary of all meetings of
   the shareholders, but in the absence of the Secretary, the presiding
   officer may appoint any other person to act as secretary of the meeting.

      2.09  Proxies.  At all meetings of shareholders, a shareholder entitled
   to vote may vote in person or by proxy appointed in writing by the
   shareholder or by his or her duly authorized attorney in fact.  Such proxy
   shall be filed with the Secretary of the corporation before or at the time
   of the meeting.  Unless otherwise provided in the proxy, a proxy may be
   revoked at any time before it is voted, either by written notice filed
   with the Secretary or the acting secretary of the meeting or by oral
   notice given by the shareholder to the presiding officer during the
   meeting.  The presence of a shareholder who has filed his, her, or its
   proxy shall not of itself constitute a revocation.  No proxy shall be
   valid after eleven months from the date of its execution, unless otherwise
   provided in the proxy.  The Board of Directors shall have the power and
   authority to make rules establishing presumptions as to the validity and
   sufficiency of proxies.

      2.10  Voting of Shares.  There shall be no cumulative voting of shares. 
   Each outstanding share shall be entitled to one vote upon each matter
   submitted to a vote at a meeting of shareholders.

      2.11  Voting of Shares by Certain Holders.

             (a)  Other Corporations.  Shares standing in the name of another
        corporation may be voted either in person or by proxy, by the
        president of such corporation or any other officer appointed by such
        president.  A proxy executed by any principal officer of such other
        corporation or assistant thereto shall be conclusive evidence of the
        signer's authority to act, in the absence of express notice to this
        corporation, given in writing to the Secretary of this corporation,
        of the designation of some other person by the board of directors or
        the by-laws of such other corporation.

             (b)  Legal Representatives and Fiduciaries.  Shares held by a
        Personal Representative, guardian, conservator, trustee in
        bankruptcy, receiver, or assignee for creditors may be voted by such
        holder, either in person or by proxy, without a transfer of such
        shares into his, her or its name.  Shares standing in the name of a
        fiduciary may be voted by such fiduciary, either in person or by
        proxy.  A proxy executed by a fiduciary shall be conclusive evidence
        of the signer's authority to act, in the absence of express written
        notice to the Secretary of this corporation that such manner of
        voting is expressly prohibited or otherwise directed by the document
        creating the fiduciary relationship.

             (c)  Pledgees.  A shareholder whose shares are pledged shall be
        entitled to vote such shares until the shares have been transferred
        into the name of the pledgee, and thereafter the pledgee shall be
        entitled to vote the shares so transferred.

             (d)  Treasury Stock.  Treasury shares shall not be voted at any
        meeting or counted in determining the total number of outstanding
        shares entitled to vote.

             (e)  Minors.  Shares held by a minor may be voted by such minor
        in person or by proxy, and no such vote shall be subject to
        disaffirmance or avoidance, unless prior to such vote the Secretary
        of the corporation has received written notice or has actual
        knowledge that such shareholder is a minor.

             (f)  Incompetents and Spendthrifts.  Shares held by an
        incompetent or spendthrift may be voted by such incompetent or
        spendthrift in person or by proxy and no such vote shall be subject
        to disaffirmance or avoidance, unless prior to such vote the
        Secretary of the corporation has actual knowledge that such
        shareholder has been adjudicated an incompetent or spendthrift or
        actual knowledge of filing of judicial proceedings for appointment of
        a guardian.

             (g)  Joint Tenants.  Shares registered in the names of two or
        more individuals who are named in the registration as joint tenants
        may be voted in person or by proxy signed by any one or more of such
        individuals if either (i) no other such individual or his legal
        representative is present and claims the right to participate in the
        voting of such shares or prior to the vote files with the Secretary
        of the corporation a contrary written voting authorization or
        direction or written denial of authority of the individual present or
        signing the proxy proposed to be voted, or (ii) all such other
        individuals are decreased and the Secretary of the corporation has no
        actual knowledge that the survivor has been adjudicated not to be the
        successor to the interests of those deceased.


                        ARTICLE III.  Board of Directors

      3.01  General Powers and Number.  The business and affairs of the
   corporation shall be managed by its Board of Directors.  The number of
   directors of the corporation shall be as determined from time to time by
   the Board of Directors, but shall not be less than five nor more than nine
   persons.

      3.02  Tenure and Qualifications.  Each director shall be a stockholder
   of the corporation but need not be a resident of the State of Wisconsin. 
   Each director shall hold office for a term of three years according to the
   Class to which such director is elected under this Section 3.02, until his
   or her prior death, resignation or removal.  Any director may be removed
   from office by affirmative vote of two-thirds of the outstanding shares
   entitled to vote for the election of such director, taken at a meeting of
   shareholders called for that purpose or by the affirmative vote of two-
   thirds of the directors in office at the time such vote is taken.  Any
   director may resign at any time by filing his or her written resignation
   with the Secretary of the corporation.

      The Board of Directors shall be divided into three Classes which shall
   have equal numbers of directors to the extent practicable.  The initial
   term of office of Class I shall expire at the annual meeting of the
   shareholders in 1982; the initial term of office of Class II shall expire
   at the annual meeting of shareholders in 1983; and the initial term of
   office of Class III shall expire at the annual meeting of shareholders in
   1984.  Each such Class shall have a regular three-year term commencing at
   the expiration of the respective initial terms.  The current directors of
   the corporation hereby are designated members of the classes as follows:

   Class I                     Class II                 Class III
   Timothy M. Dempsey          Alvin O. Adrian          Bennie C. Burish
   Robert G. Schrank           Robert F. Ecker          Edwin A. Meyer, Jr.

   This Section 3.02 may not be amended, altered or repealed except upon the
   affirmative vote of two-thirds of the outstanding shares entitled to vote
   upon such matters, taken at a meeting of shareholders called for that
   purpose.

      3.03  Regular Meetings.  A regular meeting of the Board of Directors
   shall be held without other notice than this by-law immediately after the
   annual meeting of the shareholders, and each adjourned session thereof. 
   The place of such regular meeting shall be the same as the place of the
   meeting of the shareholders which precedes it, or such other suitable
   place as may be announced at such meeting of shareholders.  The Board of
   Directors also shall meet regularly on the first Tuesday of February, on
   the fourth Wednesday of July, on the fourth Tuesday in October, and at
   such time and place as may be fixed by the Chairman of the Board of
   Directors, in his absence, by the President.  The Board of Directors may
   provide, by resolution, the time and place, either within or without the
   State of Wisconsin, for the holding of additional regular meetings without
   other notice than such resolution.

      3.04  Special Meetings.  Special meetings of the Board of Directors may
   be called by or at the request of the Chairman of the Board of Directors,
   the President, Secretary, or any two directors.  The Chairman, the
   President or Secretary calling any special meeting of the Board of
   Directors may fix any place, either within or without the State of
   Wisconsin, as the place for holding any special meeting of the Board of
   Directors called by them, and if no other place is fixed, the place of
   meeting shall be the principal business office of the corporation in
   Peshtigo, Wisconsin.

      3.05  Notice; Waiver.  Notice of each meeting of the Board of Directors
   (unless otherwise provided in or pursuant to Section 3.03) shall be given
   by written notice delivered personally or mailed or given by telegraph or
   facsimile to each director at his or her business address or at such other
   address as such director shall have designated in writing filed with the
   Secretary, in each case not less than three days prior thereto.  If
   mailed, such notice shall be deemed to be delivered when deposited in the
   United States mail so addressed, with postage thereon prepaid.  If notice
   be given by telegram or facsimile, such notice shall be deemed to be
   delivered when the telegram is delivered to the telegraph company  and if
   by facsimile, when transmission is made.  Whenever any notice whatever is
   required to be given to any director of the corporation under the Articles
   of Incorporation or by-laws or any provision of law, a waiver thereof in
   writing, signed at any time, whether before or after the time of meeting,
   by the director entitled to such notice, shall be deemed equivalent to the
   giving of such notice.  The attendance of a director at a meeting shall
   constitute a waiver of notice of such meeting, except where a director
   attends a meeting and objects thereat to the transaction of any business
   because the meeting is not lawfully called or convened.  Neither the
   business to be transacted at, nor the purpose of, any regular or special
   meeting of the Board of Directors need be specified in the notice or
   waiver of notice of such meeting.

      3.06  Quorum.  Except as otherwise provided by law or by the Articles
   of Incorporation or these by-laws, a majority of the number of directors
   as provided in Section 3.01 shall constitute a quorum for the transaction
   of business at any meeting of the Board of Directors, but a majority of
   the directors present (though less than such quorum) may adjourn the
   meeting from time to time without further notice.

      3.07  Manner of Acting.  The act of a majority of the directors present
   at a meeting at which a quorum is present shall be the act of the Board of
   Directors, unless the act of a greater number is required by law or by the
   Articles of Incorporation or these by-laws.

      3.08  Conduct of Meetings.  The Chairman of the Board of Directors or,
   in his absence, the President, and in his or her absence, a Vice-President
   in the order provided by the Board of Directors and in their absence, any
   director chosen by the directors present, shall call meetings of the Board
   of Directors to order and shall act as Chairman of the meeting.  The
   Secretary of the corporation shall act as secretary of all meetings of the
   Board of Directors, but in the absence of the Secretary, the presiding
   officer may appoint any Assistant Secretary or any director or other
   person present to act as Secretary of the meeting.

      3.09  Vacancies.  Any vacancy occurring in the Board of Directors,
   including a vacancy created by an increase in the number of directors, may
   be filled by either:  the shareholders; the Board of Directors; or, if the
   directors then remaining in office constitute fewer than quorum of the
   Board of Directors, by the affirmative vote of a majority of the directors
   remaining in office; provided, however, that if such vacancy shall have
   been created by removal of a director by vote of the shareholders, the
   shareholders shall have the right to fill such vacancy at the same meeting
   at which removal was voted, or any adjournment of that meeting.  Directors
   elected by the shareholders under this Section 3.09 shall hold office
   until the next annual meeting of shareholders at which the term of the
   Class to which they have been elected shall expire.  

      3.10  Compensation.  The Board of Directors, by affirmative vote of
   majority of the directors then in office, and irrespective of any personal
   interest of any of its members may establish reasonable compensation of
   all directors for services to the corporation as directors, officers or
   otherwise or may delegate such authority to an appropriate committee.  The
   Board of Directors also shall have authority to provide for or to delegate
   authority to an appropriate committee to provide for reasonable pensions,
   disability or death benefits, and other benefits or payments, to
   directors, officers and employees and to their estates, families,
   dependents or beneficiaries on account of prior service rendered by such
   directors, officers and employees to the corporation.

      3.11  Committees.  The Board of Directors by resolution adopted by the
   affirmative vote of a majority of all of the directors then in office may
   create one or more committees, appoint members of the Board of Directors
   to serve on the committees and designate other members of the Board of
   Directors to serve as alternates.  Each committee shall have two or more
   members who shall, unless otherwise provided by the Board of Directors,
   serve at the pleasure of the Board of Directors.  A committee may be
   authorized to exercise the authority of the Board of Directors, except
   that a committee may not do any of the following:  (a) authorize
   distributions; (b) approve or propose to shareholders action that the
   Wisconsin Business Corporation Law requires to be approved by
   shareholders; (c) fill vacancies on the Board of Directors or, unless the
   Board of Directors provides by resolution that vacancies on a committee
   shall be filled by the affirmative vote of the remaining committee
   members, on any Board committee; (d) amend the corporation's Articles of
   Incorporation; (3) adopt, amend or repeal by-laws; (f) approve a plan of
   merger not requiring shareholder approval; (g) authorize or approve re-
   acquisition of shares, except according to a formula or method prescribed
   by the Board of Directors; and (h) authorize or approve the issuance or
   sale or contract for sale of shares, or determine the designation and
   relative rights, preferences and limitations of a class or series of
   shares, except that the Board of Directors may authorize a committee to do
   so within limits prescribed by the Board of Directors in creating the
   committee, a committee may employ counsel, accountants and other
   consultants to assist it in the exercise of its authority.

      Audit Committee.  There shall be an Audit Committee composed of not
   less than three (3), nor more than five (5) members of the Board of
   Directors, a majority of whom shall be directors who are not active
   officers of the corporation.  It shall be the duty of the Audit Committee
   to recommend to the Board of Directors the accounting firm to be selected
   by the Board, or to be recommended by it for shareholder approval, as
   independent auditor of the corporation and to act on behalf of the Board
   in meeting and reviewing with the independent auditors and the appropriate
   corporate officers matters relating to corporate financial reporting and
   accounting procedures and policies, adequacy of financial, accounting, and
   operating controls, and the scope of the respective audits of the
   independent auditors and of any internal auditor of the corporation.  The
   Committee shall review the results of such audits with the respective
   auditing agency and promptly shall report thereon to the Board of
   Directors.  The Committee additionally shall submit to the Board of
   Directors any recommendations it may have from time to time with respect
   to financial reporting and accounting practices and policies and
   financial, accounting, and operation controls and safeguards.

      3.12  Unanimous Consent Without Meeting.  Any action required or
   permitted by the Articles of Incorporation or by-laws or any provision of
   law to be taken by the Board of Directors at a meeting or by resolution
   may be taken without a meeting if a consent in writing, setting forth the
   action so taken, shall be signed by all of the directors then in office.

      3.13  Telephonic Meetings.  Except as provided by this by-law, any
   action required or permitted by the Articles of Incorporation or by-laws
   or any provision of law to be taken by the Board of Directors at a meeting
   or by resolution may be taken by a quorum of the Board of Directors at a
   telephonic meeting or other meeting utilizing electronic communication of
   all participating directors:

             6    are informed that a meeting is taking place at which
                  official business may be transacted;

             6    simultaneously may hear each other during the meeting;

             6    immediately is able to send messages to all other
                  participating directors; and

             6    if all communication during the meeting immediately is
                  transmitted to each participating director.

   No meeting of the Board of Directors held pursuant to this by-law may vote
   upon a plan of merger of shares exchange; or to sell, lease, exchange or
   otherwise dispose of substantial property or assets of the corporation; to
   dissolve voluntarily or to revoke voluntary dissolution proceedings; or to
   file for bankruptcy.

      3.14  Presumption of Assent.  A director of the corporation who is
   present at a meeting of the Board of Directors or a committee thereof of
   which he or she is a member at which action on any corporate matter is
   taken shall be presumed to have assented to the action taken unless his or
   her dissent shall be entered in  the minutes of the meeting or unless he
   or she shall file his or her written dissent to such action with the
   person acting as the Secretary of the meeting before the adjournment
   thereof or shall forward such dissent by registered mail to the Secretary
   of the corporation immediately after the adjournment of the meeting.  Such
   right to dissent shall not apply to a director who voted in favor of such
   action.

                              ARTICLE IV.  Officers

      4.01  Number.  The principal officers of the corporation shall be a
   President, not more than five Vice-Presidents, a Secretary and a
   Treasurer, each of whom shall be elected by the Board of Directors.  Such
   other officers and assistant officers as may be deemed necessary may be
   elected or appointed by the Board of Directors.  Any two or more offices
   may be held by the same person, except the offices of the President and
   Secretary, and the offices of President and Vice-President.

      4.02  Election and Term of Office.  The officers of the corporation to
   be elected by the Board of Directors shall be elected annually by the
   Board of Directors at the first meeting of the Board of Directors held
   after each Annual Meeting of the Shareholders.  If the election of
   officers shall not be held at such meeting, such election shall be held as
   soon thereafter as conveniently may be.  Each officer shall hold office
   until his or her successor shall have been duly elected or until his or
   her prior death, resignation or removal.

      4.03  Resignation; Removal.  Any officer may resign at any time by
   delivering written notice to an officer of the corporation.  A resignation
   shall be effective when delivered unless the notice specifies a later date
   which is accepted by the corporation.  Any officer or agent may be removed
   by the Board of Directors whenever in its judgement the best interest of
   the corporation will be served thereby, but such removal shall be without
   prejudice to the contract rights, if any, of the person so removed. 
   Election or appointment shall not of itself create contract rights.

      4.04  Vacancies.  A vacancy in any principal office because of death,
   resignation, removal, disqualification or otherwise, shall be filled by
   the Board of Directors for the unexpired portion of the term.

      4.05  President.  The President shall be the Chief Executive Officer
   and Chief Operating Officer of the corporation.  Subject to the controls
   of the Board of Directors, he or she shall have the general management and
   control of the business of the corporation.  He or she shall have
   authority, subject to such rules as may be prescribed by the Board of
   Directors, to appoint such agents and employees of the corporation as he
   or she shall deem necessary, to prescribe their powers, duties and
   compensation, and to delegate authority to them.  Such agents and
   employees shall hold office at the discretion of the President.  The
   President shall have the authority to sign, execute and acknowledge on
   behalf of the corporation, all deeds, mortgages, bonds, stock
   certificates, contracts, leases, reports and all other documents or
   instruments necessary or proper to be executed in the course of the
   ordinary business of the corporation, or which shall be authorized by
   resolution of the Board of Directors.  Except as otherwise provided by law
   or the Board of Directors, the President may authorize any Vice-President
   or any other officer or agent of the corporation to sign, execute and
   acknowledge such documents or instruments in his or her place and stead. 
   In general, he or she shall have all the powers and duties usually vested
   in the office of the President of the corporation.

      4.06  The Vice-Presidents.  In the absence of the President, or in the
   event of death, inability or refusal to act, or in the event for any
   reason it shall be impracticable for the President to act personally, the
   Vice-President (or in the event there be more than one Vice-President, the
   Vice-Presidents in the order designated by the Board of Directors, or in
   the absence of any designation, then in the order of their election) shall
   perform the duties of the President, and when so acting, shall have all
   the powers of and be subject to all the restrictions upon the President. 
   Any Vice-President may sign, with the Secretary or Assistant Secretary,
   certificates for shares of the corporation; and shall perform such other
   duties and have such authority as from time to time may be delegated or
   assign to him or her by the President or by the Board of Directors.  The
   execution of any instrument of the corporation by any Vice-President shall
   be conclusive evidence, as to third parties, of his or her authority to
   act in the stead of the President.

      4.07  The Secretary.  The Secretary shall:  (a) keep the minutes of the
   meetings of the shareholders and of the Board of Directors in one or more
   books provided for that purpose; (b) see that all notices are fully given
   in accordance with the provisions of these By-Laws or as required by law;
   (c) be custodian of the corporate records and of the seal of the
   corporation, and see that the seal of the corporation is affixed to all
   documents the execution of which on behalf of the corporation under this
   seal is duly authorized; (d) keep or arrange for the keeping of a register
   of the post office addresses of each shareholder which shall be furnished
   to the Secretary by such shareholder; (e) sign with the President, or a
   Vice-President, certificates for shares of the corporation, the issuance
   of which shall have been authorized by resolution of the Board of
   Directors; (f) have general charge of the stock transfer books of the
   corporation; and (g) in general perform all duties incident to the office
   of Secretary and have such other duties an exercise such authority as from
   time to time may be delegated or assigned to him or her by the President
   or by the Board of Directors.

      4.08  The Treasurer.  The Treasurer shall:  (a) have charge and custody
   of and be responsible for all funds and securities of the corporation; (b)
   receive and give receipts for money due and payable to the corporation
   from any source whatsoever, and deposit all such moneys in the name of the
   corporation in such banks, trust companies or other depositaries as shall
   be selected in accordance with the provisions of Section 5.04; and (c) in
   general perform all of the duties incident to the office of Treasurer and
   have such other duties and exercise such other authority as from time to
   time may be delegated or assigned to him or her by the President, or by
   the Board of Directors.  If required by the Board of Directors, the
   Treasurer shall give a bond for the faithful discharge of his or her
   duties in such sum and with such surety or sureties as the Board of
   Directors shall determine.

      4.09  Assistant Secretaries and Assistant Treasurers.  There shall be
   such number of Assistant Secretaries and Assistant Treasurers as the Board
   of Directors may from time to time authorize.  The Assistant Secretaries
   may sign with the President, or a Vice-President, certificates for shares
   of the corporation, the issuance of which shall have been authorized by a
   resolution of the Board of Directors.  The Assistant Treasurers shall
   respectively, if required by the Board of Directors, give bonds for the
   faithful discharge of their duties in such sums and with such sureties as
   the Board of Directors shall determine.  The Assistant Secretaries and
   Assistant Treasurers, in general, shall perform such duties and have such
   authority as shall from time to time be delegated or assigned to them by
   the Secretary or the Treasurer, respectively, or by the President or the
   Board of Directors.

      4.10  Other Assistants and Acting Officers.  The Board of Directors
   shall have the power to appoint any person to act as assistant to any
   officer, or as agent for the corporation in his stead, or to perform the
   duties of such officer whenever for any reason it is impracticable for
   such officer to act personally, and such assistant or acting officer or
   other agent so appointed by the Board of Directors shall have the power to
   perform all the duties of the office to which he or she is so appointed to
   be assistant, or as to which he or she is so appointed to act, except as
   such power may be otherwise defined or restricted by the Board of
   Directors.

      4.11  Salaries.  The salaries of the principal officers shall be fixed
   from time to time by the Board of Directors or by a duly authorized
   committee thereof, and no officer shall be prevented from receiving such
   salary by reason of the fact that he is also a director of the
   corporation.



                    ARTICLE V.  Contracts, Loans, Checks, and
                      Deposits; Special Corporate Accounts

      5.01  Contracts.  The Board of Directors may authorize any officer or
   officers, agent or agents, to enter into any contract or execute or
   deliver any instrument in the name of and on behalf of the corporation,
   and such authorization may be general or confined to specific instances. 
   In the absence of other designation, all deeds, mortgages and instruments
   of assignment or pledge made by the corporation shall be executed in the
   name of the corporation by the President or one of the Vice-Presidents and
   by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
   Treasurer; the Secretary or an Assistant Secretary, when necessary or
   required, shall affix the corporate seal thereto; and when so executed no
   other party to such instrument or any third party shall be required to
   make any inquiry into the authority of the signing officer or officers.

      5.02  Loans.  No indebtedness for borrowed money shall be contracted on
   behalf of the corporation and no evidences of such indebtedness shall be
   issued in its name unless authorized by or under the authority of a
   resolution of the Board of Directors.  Such authorization may be general
   or confined to specific instances.

      5.03  Checks, Drafts, etc.  All checks, drafts or other orders for the
   payment of money, notes or other evidences of indebtedness issued in the
   name of the corporation, shall be signed by such officer or officers,
   agent or agents of the corporation and in such manner as shall from time
   to time be determined by or under the authority of a resolution of the
   Board of Directors.

      5.04  Deposits.  All funds of the corporation not otherwise employed
   shall be deposited from time to time to the credit of the corporation in
   such banks, trust companies or other depositaries as may be selected by or
   under the authority of a resolution of the Board of Directors.

      5.05  Voting of Securities Owned by This Corporation.  Subject always
   to the specific directions of the Board of Directors, (a) any shares or
   other securities issued by any other corporation and owned or controlled
   by this corporation may be voted at any meeting of security holders of
   such other corporation by the President of this corporation, if he be
   present, or in his absence by the Treasurer of this corporation, and (b)
   whenever, in the judgment of the President, or in his absence, the
   Treasurer, it is desirable for this corporation to execute a proxy or
   written consent in respect to any shares or other securities  issued by
   any other corporation and owned by this corporation, such proxy or consent
   shall be executed in the name of this corporation by the President, or the
   Treasurer of the this Corporation, without necessity of any authorization
   by the Board of Directors, affixation of corporate seal or
   countersignature or attestation by another officer.  Any person or persons
   designated in the manner above stated as the proxy or proxies of this
   corporation shall have full right, power and authority to vote the shares
   or other securities issued by such other corporation and owned by this
   corporation the same as such shares or other securities might be voted by
   this corporation.

      5.06  Indemnification.  Indemnification by the corporation shall be
   provided pursuant to Wisconsin Statute Section 180.0859 et. seq.  Such
   indemnification shall be provided to directors, officers, employees, and
   agents of the corporation.  Directors and officers eligible for
   indemnification shall include:

             (a)  A natural person who is or was a director or officer of the
             corporation.

             (b)  A natural person who, while a director or officer of the
             corporation is or was serving at the request of the corporation
             as a director, officer, partner, trustee, member of any
             governing or decision making committee, employee or agent of
             another corporation or foreign corporation, partnership, joint
             venture, trust or other enterprise.

             (c)  A natural person who, while a director or officer of the
             corporation, is or was serving an employee benefit plan because
             his or her duties to the corporation also imposed duties on, or
             otherwise involved services by, the person to the plan or to
             participants in or beneficiaries of the plan.

             (d)  And, unless the context requires otherwise, the estate or
             personal representative of a director or officer.

      The corporation shall indemnify a director, officer, employee or agent
   to the extent he or she has been successful on the merits or otherwise in
   the defense of a proceeding for all reasonable expenses incurred in the
   proceeding if the director, officer, employee, or agent was a party
   because he or she is a member or officer of the corporation.

      In cases not included under the above paragraph, the corporation shall
   indemnify a director, officer, employee or agent against liability
   incurred by that person in a proceeding to which that person was a party
   because he or she is or was a director, officer, employee, or agent of the
   corporation, unless liability was incurred because that person breached or
   failed to perform a duty he or she owed to the corporation and the breach
   or failure to perform constitutes any of the following:

             (a)  A willful failure to deal fairly with the corporation or
             its shareholders in connection with a matter in which the person
             has a material conflict of interest.

             (b)  A violation of criminal law unless the person had a
             reasonable cause to believe his or her conduct was lawful or no
             reasonable cause to believe his or her conduct was unlawful.
             (c)  A transaction from which the person derived an improper
             personal profit.

             (d)  Willful misconduct.

      For purposes of this Article, "expenses" shall be defined to include
   fees, costs, charges, disbursements, attorneys fees and other expenses
   incurred in connection with the proceeding.  "Liability" includes an
   obligation to pay a judgment, settlement, penalty, assessment, forfeiture
   or fine, including an excess tax assessment with respect to an employee
   benefit plan, and reasonable expenses.  "Party" includes a natural person
   who was, or is threatened to be made, a named defendant or respondent in a
   proceeding.  "Proceeding" means any threatened, pending or completed
   civil, criminal, administrative or investigative action, suit, arbitration
   or other proceeding, whether formal or informal, which involves foreign,
   federal, state or local law and which is brought by or in the right of the
   corporation or by any other person.

      The termination of a proceeding by judgment, order, settlement or
   conviction, or upon a plea of no contest or an equivalent plea, does not,
   by itself, create a presumption that indemnification of the director or
   officer is not required.

      The director, officer, employee, or agent seeking indemnification shall
   select one of the following means for determining his or her right to
   indemnification:

             (a)  By a majority vote of a quorum of the Board of Directors
             consisting of directors not at the time parties to the sale or
             related proceedings.  If a quorum of disinterested directors
             cannot be obtained, by majority vote of a committee duly
             appointed by the Board of Directors and consisting solely of two
             or more directors not at the same parties to the same or related
             proceedings.  Directors who are parties to the same or related
             proceedings may participate in the designation of members of the
             committee.

             (b)  By independent legal counsel selected by a quorum of the
             Board of Directors or its committee in the manners prescribed in
             paragraph (a) above, or, if unable to obtain such quorum or
             committee, by a majority vote of the full Board of Directors,
             including directors who are parties to the same or related
             proceedings.

             (c)  By a panel of three arbitrators consisting of one
             arbitrator selected by those directors entitled under paragraph
             (b) to select independent legal counsel, one arbitrator selected
             by the director or officer seeking indemnification, and one
             arbitrator selected by the two arbitrators previously selected.

             (d)  By an affirmative vote of shares as provided in Wisconsin
             Statutes Sections 180.0725 through 180.0727.  Shares owned by,
             or voted under the control of, persons who are at the time
             parties to the same or related proceedings, whether as
             plaintiffs or defendants or in any other capacity, may not be
             voted in making the determination.

             (e)  By a Court under Wisconsin Statutes Section 180.0854.

             (f)  By any other method provided for and any additional right
             to indemnification permitted under Wisconsin Statutes Section
             180.0858.

      Upon written request by a person who is a party to a proceeding, a
   corporation may pay or reimburse his or her reasonable expenses as
   incurred if the person provides the corporation with a written affirmation
   of his or her good faith belief that he or she has not reached or failed
   to perform his or her duties to the corporation.  A bond or undertaking
   need not be required prior to the advancement of such expenses.

      Indemnification additional to that set forth in this Article may be
   provided by resolution of the Board of Directors except as restricted by
   law.


             ARTICLE VI.  Certificates for Shares and Their Transfer

      6.01  Certificates for Shares.  Certificates representing shares of the
   corporation shall be in such form, consistent with law, as shall be
   determined by the Board of Directors.  Such certificates shall be signed
   by the President, a Vice-President, and by the Secretary or an Assistant
   Secretary.  All certificates for shares shall be consecutively numbered or
   otherwise identified.  The name and address of the person to whom the
   shares represented thereby are issued, with the number of shares and date
   of issue, shall be entered on the stock transfer books of the corporation. 
   All certificates surrendered to the corporation for transfer shall be
   cancelled and no new certificate shall be issued until the former
   certificates for a like number of shares shall have been surrendered and
   cancelled, except as provided in Section 6.06.

      6.02  Facsimile Signatures and Seal.  The seal of the corporation on
   any certificates for shares may be a facsimile.  The signatures of the
   President, a Vice-President, and the Secretary or Assistant Secretary upon
   a certificate may be facsimiles if the certificate is manually signed on
   behalf of a transfer agent, other than the corporation itself.

      6.03  Transfer of Shares.  Prior to due presentment of a certificate
   for shares for registration of transfer the corporation may treat the
   registered owner of such shares as the person exclusively entitled to
   vote, to receive notifications and otherwise to have and exercise all the
   rights and power of an owner.  Where a certificate for shares is presented
   to the corporation with a request to register for transfer, the
   corporation shall not be liable to the owner or any other person suffering
   loss as a result of such registration of transfer if (a) there were on or
   with the certificate the necessary endorsements, and (b) the corporation
   had no duty to inquire into adverse claims or has discharged any such
   duty.  The corporation may require reasonable assurance that said
   endorsements are genuine and effective and compliance with such other
   regulations as may be prescribed by or under the authority of the Board of
   Directors.

      6.04  Restrictions on Transfer.  The face or reverse side of each
   certificate representing shares shall bear a conspicuous notation of any
   restriction imposed by the corporation upon the transfer of such shares.

      6.05  Lost, Destroyed or Stolen Certificates.  Where the owner claims
   that his or her certificate for shares has been lost, destroyed or
   wrongfully taken, a new certificate shall be issued in place thereof if
   the owner (a) so requests before the corporation has notice that such
   shares have been acquired by a bona fide purchaser, and (b) files with the
   corporation a sufficient indemnity bond, and (c) satisfies such other
   reasonable requirements as may be prescribed by or under the authority of
   the Board of Directors.

      6.06  Consideration for Shares.  The shares of the corporation may be
   issued for such consideration as shall be fixed from time to time by the
   Board of Directors.  The consideration to be paid for shares may be paid
   in whole or in part, in money, in other property, tangible or intangible,
   or in labor or services actually performed for the corporation.  When
   payment of the consideration for which shares are to be issued shall have
   been received by the corporation, such shares shall be deemed to be fully
   paid and nonassessable by the corporation.  No certificate shall be issued
   for any share until such share is fully paid.

      6.07  Stock Regulations.  The Board of Directors shall have the power
   and authority to make all such further rules and regulations not
   inconsistent with the statutes of the State of Wisconsin as it may deem
   expedient concerning the issue, transfer and registration of certificates
   representing shares of the corporation.  

                  ARTICLE VII.  Mergers, Consolidations, Sales,
                       Reorganizations of the Corporation

      Except as otherwise expressly provided in this Article VII:  (i)  any
   merger or consolidation of the corporation with or into any other
   corporation; or (ii) any sale, lease, exchange or other disposition of all
   or substantially all of the assets of the corporation to, or with any
   other corporation, person or other entity, shall require the affirmative
   vote of the holders of at least two-thirds of the outstanding shares of
   capital stock of the corporation issued and outstanding and entitled to
   vote if, as of the record date for the determination of shareholders
   entitled to notice thereof and to vote thereon, such other corporation,
   person or entity is the beneficial owner, directly or indirectly, of five
   percent or more of the outstanding shares of capital stock of the
   corporation issued and outstanding and entitled to vote.

      This provision of this Article VII shall not apply to any transaction
   described in clauses (i) or (ii) of this Article, (a) with another
   corporation person or other entity if the Board of Directors of the
   corporation by resolution shall have approved a memorandum of
   understanding with such other corporation, person or other entity with
   respect to and substantially consistent with such transaction prior to the
   time such other corporation, person or other entity became the beneficial
   owner, directly or indirectly of five percent or more of the outstanding
   shares of capital stock of the corporation entitled to vote; or (b) which
   has been approved by resolution  unanimously adopted by the whole Board of
   Directors of the corporation at any time prior to the consummation
   thereof.

      For the purpose of this Article VII, a corporation, person or other
   entity shall be deemed to be the beneficiary owner of any shares of
   capital stock of the corporation (i) which it has the right to acquire
   pursuant to any agreement, or upon exercise of conversion rights, warrants
   or options, or otherwise, or (ii) which are beneficially owned, directly
   or indirectly [including shares deemed owned through application of clause
   (i) of this paragraph above], by any other corporation, person or entity
   (a) with which it or its "affiliate" or Associate" (as reference below)
   has any agreement, arrangement or understanding for the purpose of
   acquiring, holding, voting or disposing of capital stock of the
   corporation or (b) which is its "affiliate" or "Associate" as those terms
   were defined in Rule 12b-2 of the General Rules and Regulations under the
   Securities Exchange Act of 1934 as in effect on April 21, 1981.  For the
   purposes of this Article VII, the outstanding shares of capital stock of
   the corporation shall include shares deemed owned through he application
   of clauses (i) and (ii) of this paragraph but shall not include any other
   shares which may be issuable pursuant to any agreement, or upon exercise
   of conversion rights, warrants or options, or otherwise.

      The Board of Directors of the corporation shall have the power and duty
   to determine for the purposes of this Article VII on the basis of
   information then known to it, whether (a) any corporation, person or other
   entity beneficially owns, directly or indirectly five percent or more of
   the outstanding shares of capital stock of the corporation entitled to
   vote; (b) any sale lease, exchange or other disposition of part of the
   assets of the corporation; and (c) the memorandum of understanding
   referred to above is substantially consistent with the transaction to
   which it relates.  Any such determination by the Board shall be conclusive
   and binding for all purposes of this Article VII.

      This Article VII may not be amended or rescinded except by the
   affirmative vote of the holders of at least two-thirds of the outstanding
   shares of capital stock of the corporation issued and outstanding and
   entitled to vote at any regular meeting of the shareholders, if notice of
   the proposed alteration or amendment be contained in the notice of the
   meeting.

            ARTICLE VIII.  Reports Concerning Mergers or Acquisitions

      If the corporation shall receive from any person or entity any written
   notice of an intention to acquire the corporation or all, or substantially
   all, of its assets, or to merge the corporation into such entity or a
   business organization associated with such person or entity, the Board of
   Directors promptly shall review and assess the social and economic effects
   of such intended acquisition or merger.  The review and assessment shall
   include, but shall not be limited to, the effects on shareholders, the
   effects on employees, including their health and safety, and the effects
   on customers and suppliers of the corporation on the Peshtigo community
   and the environment.  The review and assessment shall be completed within
   ninety days of receipt by the corporation of such written notice of intent
   to acquire or merge.  A written report of such review and assessment shall
   be prepared and distributed promptly to the shareholders.

      This Article VIII may not be amended or rescinded except by the
   affirmative vote of the holders of at least two-thirds of the outstanding
   shares of capital stock of the corporation issued and outstanding and
   entitled to vote at any regular or special meeting of the shareholders, if
   notice of the proposed alteration or amendment be contained in the notice
   of the meeting.


                                ARTICLE IX.  Seal

      9.01  The Board of Directors shall provide a corporate seal which shall
   be circular in form and shall have inscribed thereon the name of the
   corporation and the state of incorporation and the words, "Corporate
   Seal."


                             ARTICLE X.  Amendments

      10.01  By Shareholders.  These By-Laws may be altered, amended or
   repealed and new By-Laws may be adopted by the shareholders by affirmative
   vote of not less than a majority of the shares present or represented at
   any annual or special meeting of the shareholders at which a quorum is in
   attendance, except as otherwise provided by any By-Law.

      10.02  By Directors.  These By-Laws also may be altered, amended or
   repealed and new By-Laws may be adopted by the Board of Directors by
   affirmative vote of a majority of the number of directors present at any
   meeting at which a quorum is in attendance; but no By-Law adopted by the
   shareholders shall be amended or repealed by the Board of Directors if bye
   By-Law so adopted provides for altering amendment or repeal only upon the
   vote of the shareholders.

      10.03  Implied Amendments.  Any action taken or authorized by the
   shareholders or by the Board of Directors, which would be inconsistent
   with the By-Laws then in effect but is taken or authorized by affirmative
   vote of not less than the number of shares or the number of directors
   required to amend the By-Laws so that the By-Laws would be consistent with
   such action, shall be given the same effect as though the By-Laws had been
   temporarily amended or suspended so far, but only so far, as is necessary
   to permit the specific action so be taken or authorized.

      10.04  Procedures for Shareholder Amendments and Nominations. 
   Proposals by shareholders for amendment of these By-Laws or the Articles
   of Incorporation of the corporation, and nominations by shareholders of
   directors for the Board of Directors, shall be made by notice in writing,
   delivered or mailed by first class United States mail, postage prepaid, to
   the Secretary of the corporation not less than 120 days prior to the date
   of release of annual meeting proxy materials tot he shareholders.  The
   date of release for any year shall be scheduled to provide the same period
   of notice to shareholders as was provided to them for the next preceding
   annual shareholders meeting; provided, however, that if a special meeting
   of shareholders is called for any purpose such notice shall be delivered
   or mailed to the Secretary, as prescribed, not later than the seventh day
   following the day on which notice of such meeting was mailed to
   shareholders.

      10.05  Procedures for Amendments and Nominations by the Board of
   Directors.  Notice of proposals by the Board of Directors for Amendment of
   these By-Laws or the Articles of Incorporation of the Corporation where
   shareholder approval is required by these By-Laws or by the Articles of
   Incorporation, and nominations of directors by the Board of Directors
   shall be made by affirmative vote of the number of directors present at
   any meeting at which a quorum is in attendance, except as otherwise
   provided by these By-Laws.

      10.06  Form of Notices of Amendments and Nominations.

             (a)  Each notice of a proposal to amend these By-Laws or the
             Articles of Incorporation of the corporation shall set forth the
             exact wording of the proposed amendment and a brief explanation
             of the purpose and possible effect of the proposed amendment.

             (b)  Each notice of nomination of a director to the Board of
             Directors shall set forth:  (i) the name, age, business address
             and, if known, residence address of such nominee; (ii) his or
             her principal occupation or employment; (iii) the number of
             shares of stock of the corporation owned by such nominee; and
             (iv) a brief statement of such other facts as may be relevant to
             the election of such nominee to the Board of Directors of the
             corporation.

             (c)  If the corporation shall oppose any proposal received from
             a shareholder for amendment of these By-Laws or the Articles of
             Incorporation, or for nomination of a director, upon the request
             of the shareholder it shall include in the notice of such
             proposal a statement by the proponent in support of the
             proposal.  Any such statement shall be limited to not more than
             200 words unless the Board of Directors otherwise provides.

      10.07  Action on Defective Proposals and Nominations.  If the Chairman
   of any meeting of the shareholders at which a proposal to amend these By-
   Laws or the Articles of Incorporation of the corporation, or the
   nomination of a director to the Board of Directors, is to be considered
   for action shall determine that such proposal or nomination has not been
   made according to the procedures prescribed by these By-Laws it shall be
   so stated to such meeting and the said proposal or nomination shall not be
   considered for action at that meeting or any adjournment thereof.