SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002

                                       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 No. 0-795
                            BADGER PAPER MILLS, INC.
             (Exact name of registrant as specified in its charter)


             200 West Front Street                         Wisconsin
                P.O. Box 149                       (State of incorporation)
       Peshtigo, Wisconsin 54157-0149                     39-0143840
  (Address of principal executive office)       (I.R.S. Employer Identification
                                                            Number)

       Registrant's telephone number, including area code: (715) 582-4551

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, Without Nominal or Par Value


Indicate by checkmark 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. Yes  X   No
                                       ---    ---

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [ ]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act) Yes    No X
                             ---   ---

As of June 28, 2002, the aggregate market value of the Common Stock (based upon
the closing sale price of the shares in the Nasdaq SmallCap Market) held by
non-affiliates was approximately $16,498,560. Determination of stock ownership
by non-affiliates was made solely for the purpose of responding to this
requirement, and registrant is not bound by this determination for any other
purpose.

As of January 31, 2003, 2,030,185 shares of common stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Company's Proxy Statement for its 2003 Annual Meeting of Shareholders to be
filed with the Commission under Regulation 14A is incorporated by reference into
Part III of this Form 10-K to the extent indicated in Part III hereof.

<PAGE>


                                Explanatory Note

     Badger Paper Mills, Inc. hereby amends the following items of its December
31, 2002 Annual Report on Form 10-K as set forth in the pages attached hereto.

     Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
is amended to reflect certain revisions to Item 15 (a)(3); and

     The Exhibit Index is amended to reflect the amendments made to Item
15(a)(3).

     The information required by Item 15 and the Exhibit Index are filed
herewith by amendment pursuant to Rule 12b-15.

     Except as noted herein, Badger Paper Mills, Inc.'s December 31, 2002 Annual
Report on Form 10-K remains as originally filed with the Securities and Exchange
Commission on March 3, 2003.

                                       -2-
<PAGE>

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) List of Financial Statements:

     The following is a list of the financial statements of Badger Paper Mills,
Inc., together with the report of independent accountants, included in this
report:

                                                                           Pages
                                                                           -----
Report of Independent Accountants.........................................   15
Consolidated balance sheets, December 31, 2002 and 2001...................   16
Consolidated statements of operations for the years ended
 December 31, 2002, 2001 and 2000.........................................   17
Consolidated statements of shareholders' equity for the years ended
 December 31, 2002, 2001 and 2000.........................................   18
Consolidated statements of cash flows for the years ended
 December 31, 2002, 2001 and 2000.........................................   19
Notes to consolidated financial statements................................   20

(a)(2) List of Financial Schedules:

     The following is a listing of data submitted herewith:

Report of independent accountants on financial statement schedule.........   40
   Schedule  II  Valuation and qualifying accounts and reserves...........   41

     Financial statement schedules other than that listed above are omitted
because they are either not applicable, not required, or equivalent information
has been included in the financial statements, the notes thereto or elsewhere
herein.

(a)(3) Exhibits:

Number    Description
------    -----------

(3.1)     Restated Articles of Incorporation, as amended (Incorporated by
          reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1996).

(3.2)     By-laws as amended through August 12, 1999 (Incorporated by reference
          to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
          year ended December 31, 1999).

(4.1)     Revolving Credit and Security Agreement dated November 30, 2001, by
          and among the Company, PNC Bank, National Association, individually
          and as agent, and other lenders from time to time party thereto
          (Incorporated by reference to Exhibit 4.1 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 2001).

(4.2)     Business Loan Agreement dated November 30, 2001, by and between the
          Company and Wisconsin Community Bank, Wisconsin Business Bank - Branch
          (Incorporated by reference to Exhibit 4.2 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 2001).

                                       -3-
<PAGE>

Number    Description
------    -----------

(4.3)     City of Peshtigo UDAG Revolving Loan Fund Loan Agreement dated
          November 30 2001, by and between the Company and the City of Peshtigo,
          Wisconsin (Incorporated by reference to Exhibit 4.3 to the Company's
          Annual Report on Form 10-K for the year ended December 31, 2001).

(4.4)     First Amendment to the Revolving Credit and Security Agreement dated
          November 30, 2001 by and among the Company, PNC Bank, National
          Association, individually and as agent, and other lenders from time to
          time party thereto (Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).

(4.5)     First Amendment to the Business Loan Agreement dated November 30,
          2001, by and between the Company and Wisconsin Community Bank,
          Wisconsin Business Bank-Branch (Incorporated by reference to the
          Company's Quarterly Report on Form 10-Q for the quarter ended March
          31, 2002).

(4.6)     Second Amendment to Revolving Credit and Security Agreement, dated
          September 19, 2002, by and between the Company and PNC Bank, National
          Association (Incorporated by reference to the Company's Quarterly
          Report on Form 10-Q for the quarter ended September 30, 2002).

(4.7)     Promissory Note in favor of Wisconsin Community Bank, Wisconsin
          Business Bank-Branch, dated September 19, 2002 (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 2002).

(4.8)     Second Amendment to Business Loan Agreement and Related Documents,
          dated September 19, 2002, by and between the Company and Wisconsin
          Community Bank, Wisconsin Business Bank-Branch (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 2002).

(4.9)     Mortgage, dated September 19, 2002, made and executed between the
          Company and Wisconsin Community Bank, Wisconsin Business Bank-Branch
          (Incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 2002).

 (10)     Material Contracts: **

(10.1)    Supplemental Executive Retirement Plan dated December 18, 1992
          (Incorporated by reference to Exhibit 10 (ii) to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1992).

(10.2)    Health Insurance Retirement Benefit Agreement dated January 1, 1996
          between the Company and Claude L. Van Hefty (Incorporated by reference
          to Exhibit 10(v) to the Company's Annual Report on Form 10-K for the
          year ended December 31, 1996).

(10.3)    Director Stock Grant Plan dated July 23, 1997 (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1997).

(10.4)    Employee Resignation and Release Agreement dated as of March 12, 1998
          between Badger Paper Mills, Inc. and Claude L. Van Hefty (Incorporated
          by reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1998).

                                       -4-
<PAGE>

Number    Description
------    -----------

(10.5)    Employee Resignation and Release Agreement dated as of March 12, 1998
          between Badger Paper Mills, Inc. and Miles L. Kresl, Jr. (Incorporated
          by reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1998).

(10.6)    Badger Paper Mills, Inc. 1998 Stock Option Plan (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1999).

(10.7)    Form of Badger Paper Mills, Inc. 1998 Stock Option Agreement
          (Incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1999).

(10.8)    Badger Paper Mills, Inc. 1999 Directors Stock Grant Plan (Incorporated
          by reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1999).

(10.9)    Badger Paper Mills, Inc. 2001 Directors Stock Grant Plan (Incorporated
          by reference to Appendix B to the Company's definitive Proxy Statement
          on Schedule 14A filed on April 6, 2001).

(10.10)   Executive Employment Agreement effective July 9, 2001 between the
          Company and Robert A. Olah (Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended September 30,
          2001).

(10.11)   Amendment of 1998 Directors Stock Grant Plan (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 2002).

(10.12)   2002 Stock Option Plan (Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

(10.13)   Employment Agreement effective April 1, 2002 between the Company and
          J. Glenn Davis.

 (23)     Consent of Independent Public Accountants (Previously filed).

(99.1)    Definitive Proxy Statement for 2003 Annual Meeting of Shareholders (to
          be filed with the Securities and Exchange Commission under Regulation
          14A and incorporated by reference herein to the extent indicated in
          this Form 10-K).

(99.2)    Written Statement of the President, Chairman of the Board and Chief
          Executive Officer pursuant to 18 U.S.C. ss. 1350 (Previously filed).

(99.3)    Written Statement of the Vice President and Chief Financial Officer
          pursuant to 18 U.S.C. ss 1350 (Previously filed).

**Each of the "material contracts" represents a management compensatory
agreement or arrangement.


(b)  Reports on Form 8-K:

     No reports on Form 8-K were filed during the fourth quarter of 2002.

                                      -5-
<PAGE>

                                   Signatures

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

Dated:   March 4, 2003

                                        BADGER PAPER MILLS, INC.


                                        By: /s/ William H. Peters
                                           -------------------------------------
                                            William H. Peters
                                            Vice President and Chief Financial
                                             Officer


                                      -6-
<PAGE>

                                 CERTIFICATIONS

     I, Robert A. Olah, President, Chairman of the Board and Chief Executive
     Officer, certify that:

1.   I have reviewed this annual report on Form 10-K of Badger Paper Mills,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

          March 4, 2003

                                        /s/ Robert A. Olah
                                        ---------------------------------
                                        Robert A. Olah
                                        President, Chairman of the Board and
                                         Chief Executive Officer


                                      -7-
<PAGE>

                                 CERTIFICATIONS

I, William H. Peters, Vice President and Chief Financial Officer, certify that:

1.   I have reviewed this annual report on Form 10-K of Badger Paper Mills,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

           March 4, 2003

                                        /s/ William H. Peters
                                        ----------------------------------------
                                        William H. Peters
                                        Vice President and Chief Financial
                                         Officer


                                      -8-
<PAGE>

                                  EXHIBIT INDEX

                            BADGER PAPER MILLS, INC.
                           ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002



Number    Description
------    -----------

(3.1)     Restated Articles of Incorporation, as amended (Incorporated by
          reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1996).

(3.2)     By-laws as amended through August 12, 1999 (Incorporated by reference
          to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
          year ended December 31, 1999).

(4.1)     Revolving Credit and Security Agreement dated November 30, 2001, by
          and among the Company, PNC Bank, National Association, individually
          and as agent, and other lenders from time to time party thereto
          (Incorporated by reference to Exhibit 4.1 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 2001).

(4.2)     Business Loan Agreement dated November 30, 2001, by and between the
          Company and Wisconsin Community Bank, Wisconsin Business Bank - Branch
          (Incorporated by reference to Exhibit 4.2 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 2001).

(4.3)     City of Peshtigo UDAG Revolving Loan Fund Loan Agreement dated
          November 30 2001, by and between the Company and the City of Peshtigo,
          Wisconsin (Incorporated by reference to Exhibit 4.3 to the Company's
          Annual Report on Form 10-K for the year ended December 31, 2001).

(4.4)     First Amendment to the Revolving Credit and Security Agreement dated
          November 30, 2001 by and among the Company, PNC Bank, National
          Association, individually and as agent, and other lenders from time to
          time party thereto (Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).

(4.5)     First Amendment to the Business Loan Agreement dated November 30,
          2001, by and between the Company and Wisconsin Community Bank,
          Wisconsin Business Bank-Branch (Incorporated by reference to the
          Company's Quarterly Report on Form 10-Q for the quarter ended March
          31, 2002).

(4.6)     Second Amendment to Revolving Credit and Security Agreement, dated
          September 19, 2002, by and between the Company and PNC Bank, National
          Association (Incorporated by reference to the Company's Quarterly
          Report on Form 10-Q for the quarter ended September 30, 2002).

(4.7)     Promissory Note in favor of Wisconsin Community Bank, Wisconsin
          Business Bank-Branch, dated September 19, 2002 (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 2002).

                                      -9-
<PAGE>

Number    Description
------    -----------

(4.8)     Second Amendment to Business Loan Agreement and Related Documents,
          dated September 19, 2002, by and between the Company and Wisconsin
          Community Bank, Wisconsin Business Bank-Branch (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 2002).

(4.9)     Mortgage, dated September 19, 2002, made and executed between the
          Company and Wisconsin Community Bank, Wisconsin Business Bank-Branch
          (Incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 2002).

 (10)     Material Contracts: **

(10.1)    Supplemental Executive Retirement Plan dated December 18, 1992
          (Incorporated by reference to Exhibit 10 (ii) to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1992).

(10.2)    Health Insurance Retirement Benefit Agreement dated January 1, 1996
          between the Company and Claude L. Van Hefty (Incorporated by reference
          to Exhibit 10(v) to the Company's Annual Report on Form 10-K for the
          year ended December 31, 1996).

(10.3)    Director Stock Grant Plan dated July 23, 1997 (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1997).

(10.4)    Employee Resignation and Release Agreement dated as of March 12, 1998
          between Badger Paper Mills, Inc. and Claude L. Van Hefty (Incorporated
          by reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1998).

(10.5)    Employee Resignation and Release Agreement dated as of March 12, 1998
          between Badger Paper Mills, Inc. and Miles L. Kresl, Jr. (Incorporated
          by reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1998).

(10.6)    Badger Paper Mills, Inc. 1998 Stock Option Plan (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1999).

(10.7)    Form of Badger Paper Mills, Inc. 1998 Stock Option Agreement
          (Incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1999).

(10.8)    Badger Paper Mills, Inc. 1999 Directors Stock Grant Plan (Incorporated
          by reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1999).

(10.9)    Badger Paper Mills, Inc. 2001 Directors Stock Grant Plan (Incorporated
          by reference to Appendix B to the Company's definitive Proxy Statement
          on Schedule 14A filed on April 6, 2001).

(10.10)   Executive Employment Agreement effective July 9, 2001 between the
          Company and Robert A. Olah (Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended September 30,
          2001).

                                      -10-
<PAGE>

Number    Description
------    -----------

(10.11)   Amendment of 1998 Directors Stock Grant Plan (Incorporated by
          reference to the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 2002).

(10.12)   2002 Stock Option Plan (Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

(10.13)   Employment Agreement effective April 1, 2002 between the Company and
          J. Glenn Davis.

 (23)     Consent of Independent Public Accountants (Previously filed).

(99.1)    Definitive Proxy Statement for 2003 Annual Meeting of Shareholders (to
          be filed with the Securities and Exchange Commission under Regulation
          14A and incorporated by reference herein to the extent indicated in
          this Form 10-K).

(99.2)    Written Statement of the President, Chairman of the Board and Chief
          Executive Officer pursuant to 18 U.S.C. ss. 1350 (Previously filed).

(99.3)    Written Statement of the Vice President and Chief Financial Officer
          pursuant to 18 U.S.C. ss 1350 (Previously filed).

**Each of the "material contracts" represents a management compensatory
agreement or arrangement.


                                      -11-