EXHIBIT 3(i)


                              ARTICLES OF AMENDMENT
                  TO THE RESTATED ARTICLES OF INCORPORATION OF
                            BADGER PAPER MILLS, INC.

             THE UNDERSIGNED, Claude L. Van Hefty and Miles L. Kresl, Jr.,
   hereby certify that they are, and at all times herein mentioned have been,
   the duly elected and acting President and Corporate Secretary,
   respectively, of Badger Paper Mills, Inc. (the "Corporation"), and further
   certify pursuant to Section 180.1006 of the Wisconsin Business Corporation
   Law that:


                                    ARTICLE I

             The name of the Corporation is Badger Paper Mills, Inc.


                                   ARTICLE II

             Article IV of the Corporation's Restated Articles of
   Incorporation is hereby amended and shall hereafter read in its entirety
   as follows:

                                   ARTICLE IV

             (A)  General Powers, Number, Classification and Tenure of
        Directors.  The general powers, number, classification, tenure
        and qualifications of the directors of the corporation shall be
        as set forth in Sections 3.01 and 3.02 of Article III of the By-
        Laws of the corporation as such Sections shall exist from time
        to time.  No provision of Section 3.01 or 3.02 of the By-Laws
        shall be amended, altered, changed or repealed except by the
        affirmative vote of shareholders holding at least seventy-five
        percent (75%) of the voting power of the then outstanding shares
        of capital stock of the corporation entitled to vote generally;
        provided, however, that the Board of Directors, by resolution
        adopted by the Requisite Vote (as hereinafter defined), may
        amend, alter, change or repeal any provision of Sections 3.01 or
        3.02 of the By-Laws without a vote of the shareholders.  As used
        herein, the term "Requisite Vote" shall mean the affirmative
        vote of the number of directors in the two largest classes of
        directors provided for in Section 3.01 of the By-Laws, plus one
        director.

             (B)  Removal of Directors.  Any director may be removed
        from office, but only for Cause (as hereinafter defined) by the
        affirmative vote of holders of at least seventy-five percent
        (75%) of the voting power of the then outstanding shares of
        capital stock of the corporation entitled to vote generally;
        provided, however, that if the Board of Directors by resolution
        adopted by the Requisite Vote shall have recommended removal of
        a director, then the shareholders may remove such director from
        office without Cause by the affirmative vote of shareholders
        holding a majority of such outstanding shares.  As used herein,
        "Cause" shall exist only if the director whose removal is
        proposed (i) has been convicted of a felony by a court of
        competent jurisdiction and such conviction is no longer subject
        to direct appeal or (ii) has been adjudged by a court of
        competent jurisdiction to be liable for willful misconduct in
        the performance of his or her duties to the corporation in a
        matter which has a material adverse effect on the business of
        the corporation and such adjudication is no longer subject to
        direct appeal.

             (C)  Amendments.  Notwithstanding any other provision of
        these Restated Articles of Incorporation, the provisions of this
        Article IV shall be amended, altered, changed or repealed only
        by the affirmative vote of shareholders holding at least
        seventy-five percent (75%) of the voting power of the then
        outstanding shares of capital stock of the corporation entitled
        to vote generally.


                                   ARTICLE III

             The foregoing amendment to the Corporation's Restated Articles
   of Incorporation was adopted in accordance with Section 180.1003 of the
   Wisconsin Business Corporation Law on May 14, 1996.


                                   ARTICLE IV

             The effective time of the foregoing amendment shall be the time
   of filing of these Articles of Amendment.

             IN WITNESS WHEREOF, the undersigned have executed these Articles
   of Amendment to the Corporation's Restated Articles of Incorporation, in
   duplicate, at Marinette, Wisconsin, this 14th day of May, 1996.

                                      BADGER PAPER MILLS, INC.



                                      By:   /s/ Claude L. Van Hefty          
                                           Claude L. Van Hefty
                                           President



                                      By:   /s/ Miles L. Kresl, Jr.          
                                           Miles L. Kresl, Jr.
                                           Corporate Secretary

             This document was drafted by and should be returned to Thomas E.
   Hartman, Esq., Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee,
   Wisconsin  53202.

   <PAGE>

                                    RESTATED
                            ARTICLES OF INCORPORATION


             The following Restated Articles of Incorporation duly adopted
   pursuant to the authority and provisions of Chapter 180 of the Wisconsin
   Statutes, supersede and take the place of the existing articles of
   incorporated and amendments thereto:

   ARTICLE I.          The name of said corporation shall be BADGER PAPER
   MILLS, INC., and the location and principal office of said corporation
   shall be in the City of Peshtigo, and State of Wisconsin, where its
   principal books of account and corporate records shall be kept, but said
   corporation may establish such other and further branch offices from time
   to time in such place or places either within or without the State of
   Wisconsin as the board of directors may desire.

   ARTICLE II.         The business and purposes of said corporation shall be
   to conduct a general manufacturing business, to take, buy, sell, hold and
   use patents and patent rights, to engage in lumbering and forestry
   operations, to buy, sell, deal in, lease, exchange, and hold, improve and
   operate all kinds of real and personal property, timber and mining lands
   and rights, water power and power rights, or to mortgage, pledge or
   dispose of the same in any manner whatsoever, to build and maintain dams
   and reservoirs for power and logging purposes, to construct, lease, hold,
   buy and sell private lines of railroads and other tracts and means of
   transportation for purposes of its business, and generally to do whatever
   may seem to the corporation to be appropriate to the accomplishment of the
   foregoing business and purposes, without limitation by inference from any
   enumeration above stated.

   ARTICLE III.   The capital stock of this corporation shall consist of
   1,200,000 shares of common stock.  The common stock shall have no nominal
   or par value and may be issued from time to time for such consideration as
   may be fixed from time to time by the Board of Directors.

                  No holder of shares of common stock of this corporation
   shall as a matter of right because he is holder of such shares, be
   entitled or have the right to subscribe for, purchase, or receive any part
   of any new or additional issue of stock now authorized.

   ARTICLE IV.    The number of directors constituting the Board of Directors
   of the corporation shall be fixed by the By-Laws of the corporation, but
   shall not be less than five or more than nine.

   ARTICLE V.     The period of existence of the corporation shall be
   perpetual.

   ARTICLE VI.    Only persons holding stock according to the regulations
   thereof shall be directors.

   ARTICLE VII.   Any two general offices may be held by one and the same
   person at the same time whenever the directors by resolution shall so
   order.

   ARTICLE VIII.  Said corporation shall have a corporate seal of such design
   with such inscription as the By-Laws shall provide or as the board of
   directors by resolution shall adopt.

   ARTICLE IX.    Address of the registered office at the time of adoption of
   these restated articles is West Front Street, Peshtigo, Wisconsin.

   ARTICLE X.     Name of the registered agent at such address at the time of
   adoption of the restated articles is Walter F. Adrian.

   ARTICLE XI.    These articles may be amended in the manner authorized by
   law at the time of amendment.