CONSOLIDATED PAPERS INC
U-3A-2, 1995-02-27
PAPER MILLS
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FORM U-3A-2

FILE NO. 69-53-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

To Be Filed Annually Prior to March 1.

Consolidated Papers, Inc. (herein sometimes designated as the "Claimant")
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption of itself as a holding company, and of each
of its subsidiaries as such, from the provisions of the Public Utility Holding
Company Act of 1935.  Claimant and the system of which it is the top "holding
company" fall within the exemptions granted by said Rule 2.  In support of
such claim for exemption the following information is submitted:

1.  Name, State of organization, location, and nature of business of Claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG)
or foreign utility company in which Claimant directly or indirectly holds an
interest.

The Claimant, Consolidated Papers, Inc., is a Wisconsin corporation having its
principal office and place of business at Wisconsin Rapids, Wisconsin, and is
engaged in the business of manufacturing and selling paper.

Consolidated Water Power Company, a public utility company, is a Wisconsin
corporation, all of the capital stock of which is owned by Claimant.  Its
principal office and place of business is the City of Wisconsin Rapids,
Wisconsin.  It is engaged primarily in the generation and sale of electric
energy and water power.

Newaygo Forest Products Limited is a corporation of the Province of Ontario,
Canada, all of the common stock of which is owned by Claimant.  Its principal
office and place of business is at Mead in said Province.  Its principal
business is the ownership of timber and timberlands in Canada.

Wisconsin Valley Improvement Company is a Wisconsin corporation having its
principal office and place of business in the City of Wausau, Wisconsin.  It
neither controls nor is it controlled by or under common control with
Claimant, and it is a "subsidiary" of Claimant and Consolidated Water Power
Company only by virtue of the definition of Section 2(a)(8)(A) of the Public
Utility Holding Company Act of 1935.  It operates a system of dams and water
reservoirs on the Wisconsin River and tributary streams to produce as nearly a
uniform stream flow as practicable through all seasons, and charges to
benefited power plant owners water tolls as authorized semi-annually by the
Public Service Commission of Wisconsin, all pursuant to special enactments of
the Wisconsin Legislature (as amended by Chapter 497, Wisconsin Laws of 1939). 
It generates no electric energy and renders no public utility services.  Its
financial statements are not normally consolidated with those of Claimant or
any other company, and are omitted from the financial statements herein as not
material.

Consolidated Water Power Company on December 31, 1994 owned approximately
33.8% of the outstanding stock of Wisconsin River Power Company, a Wisconsin
corporation having its principal office at Wisconsin Rapids, Wisconsin,
(herein sometimes referred to as "River Company").  This ownership was
acquired as of December 31, 1974 from Claimant.  The nature of the business of
River Company is as set forth in the findings and opinion of the Commission
entered in reference to River Company on January 29, 1948, in File Nos.
70-1656 and 31-551 (27 SEC Decisions, p. 539), pursuant to the Public Utility
Holding Company Act of 1935, to which findings and opinion reference is hereby
made with the same effect as though the contents thereof in respect to the
nature of such business were set forth at length herein.  Briefly, such
business presently consists of operation of two dams and hydroelectric plants
on the Wisconsin River.  The output of these two plants is sold in equal parts
to three companies including Consolidated Water Power Company.  Consolidated
Water Power Company and the other two customers own all outstanding stock of
Wisconsin River Power Company in substantially equal parts.

Neither Claimant nor any subsidiary thereof holds an interest, either directly
or indirectly, in any exempt wholesale generator (EWG) or foreign utility
company.

2.  A brief description of the properties of Claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which Claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such State.

The properties of Consolidated Water Power Company are used primarily for the
generation and local transmission of energy sold to Claimant and consumed at
Claimant's plants but are also used for the generation and local transmission
and distribution of electric energy sold to the purchasers of electric energy
as follows:

    a.  Distributed by it at retail directly to approximately one thousand
residential, commercial, industrial, and rural consumers in the City of
Wisconsin Rapids, Village of Biron, and Town of Grand Rapids, Wood County,
Wisconsin, and Towns of Plover and Grant, Portage County, Wisconsin.

    b.  Sold at wholesale to Wisconsin Power and Light Company at the City of
Wisconsin Rapids and to Wisconsin Public Service Corporation at the Town of
Grand Rapids and at the City of Stevens Point, Wisconsin.

Consolidated Water Power Company has powerhouses and dams for the generation
of such electric energy at Wisconsin Rapids, Wisconsin; Village of Biron,
Wisconsin; City of Stevens Point, Wisconsin; Village of Whiting, Wisconsin;
and Town of Eau Pleine, Portage County, Wisconsin.  It has electric
transmission lines connecting said plants and connecting with the plants of
the Claimant and with the Petenwell plant of Wisconsin River Power Company. 
Consolidated Water Power Company owns all necessary flowage rights in
connection with said dams and necessary for the operation of its hydroelectric
plants.

None of the properties of Consolidated Water Power Company used for the
generation, transmission, or distribution of electric energy for sale is
located outside of the Counties of Wood, Portage, Marathon, and Adams,
Wisconsin; no electric energy is sold or delivered by it outside of the State
of Wisconsin; and no electric energy is delivered to or received by it at the
borders of such State.  The business of Consolidated Water Power Company is
entirely intrastate.

The properties of Wisconsin River Power Company consist of its Petenwell
hydroelectric plant having a nameplate capacity of 20,000 KW and its Castle
Rock hydroelectric plant having a nameplate capacity of 15,000 KW.  Both
plants are located on the Wisconsin River south of Wisconsin Rapids,
Wisconsin.  All electric energy produced by River Company has been and will be
sold and delivered at the plant sites which are wholly within the State of
Wisconsin, and no electric energy is to be delivered to or received by it
outside the border of said State.  The business of River Company is entirely
intrastate.

3.  The following information for the last calendar year with respect to
Claimant and each of its subsidiary public utility companies:

    a.  Number of KWH of electric energy sold (at retail or wholesale) and
Mcf. of natural or manufactured gas distributed at retail.

Neither Claimant nor any subsidiary thereof sells or distributes any natural
or manufactured gas at retail or wholesale either within or outside of the
State of Wisconsin or at the state line.

Neither Claimant nor any subsidiary thereof other than Consolidated Water
Power Company and Wisconsin River Power Company sells or distributes any
electric energy at retail or wholesale either within or outside of the State
of Wisconsin or at the state line.

The number of KWH of electric energy sold at retail or wholesale (and also the
equivalent in KWH of mechanically transmitted water power sold) during the
twelve months ended December 31, 1994, by Consolidated Water Power Company and
Wisconsin River Power Company and places where such sales were made are set
forth in Exhibit "AA" annexed hereto and made a part hereof.

    b.  Number of KWH of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the State in which each such company is
organized.
    None.

    c.  Number of KWH of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is
organized or at the State line.
    None.

    d.  Number of KWH of electric energy and Mcf. of natural or manufactured
gas purchased outside the State in which each such company is organized or at
the State line.
    None.

4.  The following information for the reporting period with respect to
Claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:

    a.  Name, location, business address and description of the facilities
used by the EWG or foreign utility for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
    Not applicable.

    b.  Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
    Not applicable.

    c.  Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
    Not applicable.

    d.  Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
    Not applicable.

    e.  Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreement(s).
    Not applicable.

EXHIBIT "A"

    A consolidating statement of income and surplus of the Claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of Claimant and its subsidiary companies as of the close of such
calendar year, excluding Wisconsin River Power Company (not normally
consolidated), and a separate balance sheet and statement of income and
surplus of Wisconsin River Power Company.


<TABLE>
CONSOLIDATED PAPERS, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF NET INCOME
AS OF DECEMBER 31, 1994
<CAPTION>

                                                                                Newaygo
                                                Consolidated                     Forest        Intracompany
                               Consolidated      Water Power    Foreign         Products       Intercompany        Consolidated
                               Papers, Inc.       Company      Sales Corp.      Limited        Eliminations           Total    
<S>                         <C>                <C>             <C>            <C>            <C>                <C>
Outside sales - net         $1,026,636,627.78  $   689,924.21  $         -    $  224,126.98  $            -     $1,027,550,678.97
Intracompany sales             536,124,775.38             -              -              -     (536,124,775.38)                -
Intercompany sales               1,351,337.29   33,383,931.93            -     1,499,622.20    (36,234,891.42)                -  
  Total Sales                1,564,112,740.45   34,073,856.14            -     1,723,749.18   (572,359,666.80)   1,027,550,678.97
    Less:  Cost of Sales     1,367,888,916.27   30,432,950.83            -     1,485,133.54   (572,359,666.80)     827,447,333.84
Gross Profit or (Loss)         196,223,824.18    3,640,905.31            -       238,615.64               -        200,103,345.13
Admin., Selling, &
  General Expenses
  Admin. expenses               41,953,358.33      997,974.06       2,530.00            -                 -         42,953,862.39
  Selling expenses              14,661,516.53             -              -              -                 -         14,661,516.53
  Research & Devel. exp.         5,863,995.12             -              -              -                 -          5,863,995.12
    Total                       62,478,869.98      997,974.06       2,530.00            -                 -         63,479,374.04
Net Profit or (Loss)
  From Operations              133,744,954.20    2,642,931.25      (2,530.00)    238,615.64               -        136,623,971.09
Other Income
  Dividends received                 2,470.00       18,626.00            -              -                 -             21,096.00
  Interest earned                  141,387.50             -              -           313.14               -            141,700.64
  Rentals - net                    107,195.09             -              -              -                 -            107,195.09
  Royalties - net                5,674,950.64             -              -              -                 -          5,674,950.64
  Profit or (loss) on
    disposal of
    capital assets               2,626,530.92             -              -              -                 -          2,626,530.92
  Equity in earnings of
    other companies              2,750,707.00      349,958.80            -              -                 -          3,100,775.80
  Miscellaneous                  1,985,488.33             -     1,784,470.48       1,427.95               -          3,771,386.76
    Total                       13,288,729.48      368,584.80   1,784,470.48       1,741.09               -         15,443,525.85
Total Income or (Loss)         147,033,683.68    3,011,516.05   1,781,940.48     240,356.73               -        152,067,496.94
Other Deductions
  Interest                       5,243,292.94          313.00            -              -                 -          5,243,605.94
  Carrying charge on
    timber resources             1,628,682.78             -              -              -                 -          1,628,682.78
  Carrying charge on
    nonoperational land             34,439.05             -              -              -                 -             34,439.05
  Miscellaneous                    714,816.18       51,453.53   1,707,019.00      82,326.09               -          2,555,614.80
    Total                        7,621,230.95       51,766.53   1,707,019.00      82,326.09               -          9,462,342.56
Net income or (loss)
  before income taxes          139,412,452.73    2,959,749.52      74,921.48     158,030.64               -        142,605,154.37
Provision for income taxes      54,593,601.00    1,055,546.00       9,122.00            -          212,452.00       55,870,721.00
Net Income or (Loss)          $ 84,818,851.73    1,904,203.52  $   65,799.48  $  158,030.64  $    (212,452.00)  $   86,734,433.37


CPI AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF SURPLUS ACCOUNTS
YEAR ENDED DECEMBER 31, 1994

                                                                                Newaygo
                                                Consolidated                     Forest
                               Consolidated      Water Power    Foreign         Products       Intercompany
     Particulars               Papers, Inc.       Company      Sales Corp.      Limited        Eliminations           Total 
<S>                         <C>                <C>             <C>           <C>              <C>               <C>
Capital Surplus Arising
  From:
  Premium on capital stock
    sold, 1911 & 1918        $    300,000.00   $          -    $        -    $         -      $          -      $    300,000.00

  Appraisal of plants &
    equipment, 1917                95,397.51              -             -              -                 -            95,397.51
  Valuation of water power
    rights, 1921                  447,960.00              -             -              -                 -           447,960.00
  Premium on capital stock
    sold 1959, 1960,
    1961, and 1962                485,074.35              -             -              -                 -           485,074.35
  Net premium on stock sales
    & purchases, prior years   22,925,245.11              -             -              -                 -        22,925,245.11
  Tax effect of incentive
    stock option - 1994           340,131.00              -             -              -                 -           340,131.00
  Proceeds from stock issued
    in 1994 in excess of 
    common stock at par
    value of $1.00 per share    6,971,788.25              -             -              -                 -         6,971,788.25
  Interco. transfer of 
    Power Services 
    facility - 1994                      -         389,117.41           -              -         (389,117.41)               -
  Increase to reflect change
    in par value of
    common stock               24,516,654.75              -             -              -                 -        24,516,654.75
  Total Capital Surplus As
    Of December 31, 1994       56,082,250.97       389,117.41           -              -         (389,117.41)     56,082,250.97

Earned Surplus
  Balance at beginning of
    year                      832,307,674.82    16,796,818.82    211,889.52  (6,045,184.19)     2,992,658.17     846,263,857.14
  Net income for the year      84,818,851.73     1,904,203.54     65,799.48     158,030.64       (212,452.00)     86,734,433.37
                              917,126,526.55    18,701,022.34    277,689.00  (5,887,153.55)     2,780.206.17     932,998,290.51
  Dividends paid in cash      (56,448,941.12)             -             -              -                 -       (56,448,941.12)
  Changes:
    Cumulative translation
      adjustment                         -                -             -       (64,427.18)              -           (64,527.18)
    Unrealized net loss on
      investment securities      (879,336.53)             -             -              -                 -          (879,336.53)
  Earned Surplus or
    (Deficit) at End of
    Year                      859,798,248.90    18,701,022.34   277,689.00  (5,951,680.73)     2,780.206.17     875,605,485.68

Total Capital and Earned
  Surplus or (Deficit) at
  End of Year                $915,880,499.87   $19,090,139.75  $277,689.00  $(5,951,680.73)   $2,391,088.76     $931,687,736.55

CONSOLIDATED PAPERS, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994

                                                                               Newaygo
                                                Consolidated                   Forest         Intracompany
                               Consolidated      Water Power     Foreign       Products       Intercompany        Consolidated
                               Papers, Inc.       Company       Sales Corp.    Limited        Eliminations           Total    
<S>                         <C>                <C>              <C>          <C>             <C>             <C>
Current Assets
  Cash & marketable
    securities              $    8,149,580.76  $           -    $       -    $    5,122.85   $           -    $    8,154,703.61
  Receivables (less
    reserves)                   88,438,978.89              -            -        23,314.85               -        88,462,293.74
  Inventories
    Finished stock              24,356,259.00              -            -              -                 -        24,356,259.00
    Unfinished stock             4,721,957.00              -            -              -                 -         4,721,957.00
    Raw materials &
      supplies                  58,907,919.65              -            -        27,219.31               -        58,935,138.96
                                87,986,135.65              -            -        27,319.31               -        88,013,354.96

Other Prepaids                  13,724,024.99       968,651.18          -         5,203.34               -        14,697,879.51
  Total Current Assets         198,298,720.29       968,651.18          -        60,860.35               -       199,328,231.82

Investment & Other Non-
  current Assets
  Stock - Subsidiaries           8,508,550.24              -            -              -       (8,508,550.24)               -
  Stock - other cos.
    (at cost)                   25,110,570.66     5,485,555.63          -              -          291,270.57      30,887,396.86
  Cmrcl. & res. property         2,036,011.35              -            -              -           47,394.60       2,083,405.95
  Other receivables                328,584.16              -            -         2,851.60               -           331,435.76
  Other prepaids                26,638,969.70              -            -              -                 -        26,638,969.70
                                62,622,686.11     5,485,555.63          -         2,851.60     (8,169,885.07)     59,941,208.27

Advances to Affiliated Cos.      3,137,168.70              -     253,914.00     332,707.15     (3,723,789.85)               -  

Fixed Assets
  Bldgs., mach. & equip.     1,875,051.592.73    31,216,162.30          -     1,683,650.33               -     1,907,951,405.36
  Less:  Accum. Deprec.       (738,653,853.97)  (13,551,095.25)         -    (1,057,669.48)              -      (753,262,618.70)
                             1,136,397,738.76    17,665,067.05          -       625,980.85               -     1,154,688,786.66
Land & riparian rights           5,203,136.15     2,416,545.87          -              -                 -         7,619,682.02
Timberlands (less depletion)    21,586,948.17              -            -       177,099.84               -        21,764,048.01
Cap. additions in process       54,459,839.44     1,441,258.56          -              -                 -        55,901,098.00
                             1,217,647,662.52    21,522,871.48          -       803,080.69               -     1,239,973,614.69
Deferred Charges                   267,505.42              -            -              -                 -           267,505.42

Total Assets                $1,481,973,743.04   $27,977,078.29  $253,914.00  $1,199.499.79   $(11,893,674.92) $1,499.510.560.20

CONSOLIDATED PAPERS, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994

                                                                               Newaygo
                                                Consolidated                   Forest         Intracompany
                               Consolidated      Water Power     Foreign       Products       Intercompany        Consolidated
                               Papers, Inc.       Company       Sales Corp.    Limited        Eliminations           Total    
<S>                         <C>                <C>              <C>          <C>            <C>             <C>
Current Liabilities         
  Current maturities of
    L-T debt                $   50,000,000.00   $          -    $       -    $          -   $          -    $    50,000,000.00
  Accounts payable              47,433,081.53              -            -         2,719.21             -         47,435,800.74
  Dividends payable                 91,178.00              -            -              -               -             91,178.00
Accruals
  Salaries & wages              26,925,340.15              -            -              -               -         26,925,340.15
  Interest                         101,233.89              -            -              -               -            101,233.89
  Income taxes                     136,811.07        13,984.39   (24,739.00)           -               -            126,056.46
  Property taxes                 7,420,688.95              -            -              -               -          7,420,688.95
  Payroll taxes & benefits       1,067,610.99              -            -              -               -          1,067,610.99
  Other accruals                23,401,856.85       349,754.11        88.00      30,028.48             -         23,781,727.44
    Total Accruals              59,053,541.90       363,738.50   (24,651.00)     30,028.48             -         59,422,657.88
      Total Current Liab.      156,577.801.43       363,738.50   (24,651.00)     32,747.69             -        156,949,636.52

Long-term debt
  Notes Payable                 68,000,000.00              -            -              -               -         68,000,000.00

Deferred Income Taxes          180,166,360.24     4,053,324.19      (124.00)           -     (2,441,541.00)     181,778,019.43

Post-Retir. Health Care        109,557,723.50              -            -              -               -        109,557,723.50

Other Noncurr. Liab.             7,337,708.00              -            -              -               -          7,337,708.00

Advances from Affil. Cos.          253,914.00     3,469,875.85          -              -     (3,723,789.85)                -  

Shareholders' Investment
  Common Stock
    Cons. Papers, Inc.          44,199,736.00              -            -              -               -         44,199,736.00
    Cons. Water Power Co.                 -       1,000,000.00          -              -     (1,000,000.00)                -
    Foreign Sales Corp.                   -                -       1,000.00            -         (1,000.00)                -
    Newaygo Forest Prod.                  -                -            -     7,118,432.83   (7,118,432.83)                -  
                                44,199,736.00     1,000,000.00     1,000.00   7,118,432.83   (8,119,432.83)      44,199,736.00
  Capital surplus               56,082,250.97       389,117.41          -              -       (389,117.41)      56,082,250.97
  Reinvested earnings          860,677,585.43    18,701,022.34   277,689.00  (4,099,875.11)   3,040,552.17      878,596,973.83
  Cum. translation adj.                   -                -            -    (1,851,805.62)    (260,346.00)      (2,112,151.62)
  Unrealized net loss on
    investment securities         (879,336.53)             -            -              -                -           (879,336.53)
    Total                      960,080,235.87    20,090,139.75   278,689.00   1,166,752.10    (5,728,344.07)     975,887,472.65
Total Liabilities &
  Shareholders' Investment  $1,481,973,743.04   $27,977,078.29  $253,914.00  $1,199,499.79  $(11,893,674.92)  $1,499,510,560.20

WISCONSIN RIVER POWER COMPANY AND SUBSIDIARY
WISCONSIN RAPIDS, WISCONSIN
BALANCE SHEET
AS OF DECEMBER 31, 1994

ASSETS

<S> <C>
Utility Plant
  At cost when constructed                       $ 26,165,262.08
    Less:  Reserve for depreciation               (13,570,837.34)
      12,594,424.74
Other Property and Investments
  Other physical property (at cost or less)         1,248,029.82
  Stock  - other companies (at cost)                  212,610.00
       1,460,639.82

Current and Accrued Asset
  Cash and marketable securities (at cost)          1,198,929.68
  Accounts receivable - other                           1,100.00
  Accounts receivable from associated companies        38,869.79
  Mortgage notes receivable                            78,000.00
  Interest received                                     1,663.85
  Materials and supplies                               62,352.61
  Prepaid expense                                     270,378.00
       1,652,293.93

Deferred Debits
  Land development                                  2,324,963.00
  Other                                               260,109.75
       2,585,072.75

L-T Note Receivable                                   156,000.00

Total Assets                                     $ 18,448,431.24


LIABILITIES AND CAPITAL

Capital Stock
  Authorized 95,000 shares $100 par value        $  9,500,000.00
    Less:  Shares unissued (1,400)                    140,000.00
      Capital Stock Issued and Outstanding (93,600 Shares)                   9,360,000.00

Current and Accrued Liabilities
  Notes payable                                        53,000.00
  Accounts payable                                     41,719.31
  Accounts payable - Associated Co.                          -
  Dividends payable                                          -
  Federal and state income taxes accrued               (4,880.00)
  Property taxes accrued                            1,097,070.27
  Other accrued liabilities                           180,851.62
       1,367,761.20

Deferred Credits and Other Liabilities (Note 1)       362,644.87

Postretirement Benefits                               219,771.81

Reinvested Earnings                                 7,139,795.78
Unrealized Net Loss on Investment Securities           (1,542.42)

Total Liabilities and Capital                    $ 18,448,431.24

WISCONSIN RIVER POWER COMPANY AND SUBSIDIARY
WISCONSIN RAPIDS, WISCONSIN
STATEMENT OF NET INCOME AND REINVESTED EARNINGS
FOR THE TWELVE MONTHS' PERIOD ENDED DECEMBER 31, 1994

<S>                                                <C>
Operating Revenue
 Sales of electric energy                          $ 4,953,252.00
 Sales of water and other operating revenue             46,150.95
   Total Operating Revenues                          4,999,402.95

Operating Expenses and Taxes
 Operation                                             490,254.40
 Maintenance                                           316,385.94
 Administrative and General Expenses
   Management and supervision fees                     437,725.68
   Injuries and damages                                 84,391.28
   Other administrative and general expenses           289,236.98
 Depreciation                                          337,845.30
 Taxes
   Federal and State income taxes (Note 2)             841,848.00
   Property taxes                                      871,871.00
   Other taxes                                          15,862.33

     Total Operating Deductions                      3,685,420.91

Operating Income                                     1,313,982.04

Other Income (Deductions) (Net) (Notes 3, 4, & 5)     (277,395.11)

Income Before Interest Charges                       1,036,586.93

Interest Expense                                              -  

Net Income                                           1,036,586.93

STATEMENT OF REINVESTED EARNINGS

Balance, January 1, 1994                             6,664,808.85
Net Income, 1994                                     1,036,586.93
 Less:  Cash dividends                                 561,600.00

Reinvested Earnings, December 31, 1994             $ 7,139,795.78

<FN>
Note 2 - Federal and State income taxes consist of the following items:

                                           1994
               <S>                     <C>
               Current                 $ 944,154.00
               Deferred                 (102,754.00)
               Deferred Investment
                 Tax Credit                  448.00

                                       $ 841,848.00

Note 3 -       Included in "Other Income and Deductions (Net)" are the following
               income tax items:
                                           1994
               <S>                     <C>
               Current                 $(106,973.00)
               Deferred                 ( 73,424.00)
               Investment Tax Credit
                 Ratably Restored       (  3,003.00)

               Total                   $(183,410.00)

Note 4 -       Included in "Other Income and Deductions (Net)" are the following
               amounts related to Wisconsin River Power Company's land development
               projects.  These amounts are stated on a before-tax basis.

                                               1994
            <S>                          <C>
            Land Development Sales       $ 725,985.85

            Less: Cost of Sales            630,133.67
                  Selling Expense          258,611.35 
                  Administrative Expense   214,200.00 
 
            Income (Loss) Before Tax     $(376,959.17)


Note 5 -    Included in "Other Income and Deductions (Net)" are the following
            amounts related to activity of the subsidiary - The Lakes Development
            Company, Inc.  These amounts are stated on a before-tax basis.

                                             1994
            <S>                          <C>
            Sales                        $  95,891.37
            Cost of Sales                   12,823.15
              Gross Profit                  83,068.22

            Less: Operating and
                    Maintenance Expense    107,625.12 
                  Interest Expense           8,774.04 
            Total Expense                  116,339.16

              Other Income                        -  
 
            Income (Loss) Before Tax     $ (33,330.94)

EXHIBIT "AA"

A sales analysis for Consolidated Water Power Company and Wisconsin River
Power Company for the calendar year ended December 31, 1994.

CONSOLIDATED WATER POWER COMPANY
WISCONSIN RAPIDS, WISCONSIN
SALES ANALYSIS
YEAR ENDED DECEMBER 31, 1994

                                            Location                    KWH           Revenue
<S>                                 <C>                            <C>             <C> 
Electric Energy Sold at Retail      
  Residential and rural             Village of Biron, WI               3,359,430   $   153,464.35
  Residential and rural             Town of Grand Rapids, WI           5,377,537       248,810.34
  Residential and rural             Town of Plover, WI                 3,945,884       186,121.64
  Residential and rural             Town of Grant, WI                    337,815        18,383.12
  Residential and rural             Wisconsin Rapids, WI                    -               48.00
    Total                                                             13,020,666       606,827.45

Electric Energy Sold at Wholesale
  WI Power & Light Co.              Wisconsin Rapids, WI                    -                 -
  WI Public Service Corp.           Wisconsin Rapids, WI                 461,000         2,897.00
  WI Public Service Corp.           Stevens Point, WI                       -                 -  
    Total                                                                461,000         2,897.00

Interco. Sales of Electric 
  Energy
  Consolidated Papers, Inc.         Wisconsin Rapids, WI             252,091,880     6,916,078.64
  Consolidated Papers, Inc.         Village of Biron, WI             483,122,363    13,358,495.24
  Consolidated Papers, Inc.         Stevens Point, WI                136,941,000     3,787,028.88
  Consolidated Papers, Inc.         Village of Whiting, WI           297,682,700     8,160,732.17
    Total                                                          1,169,837,943    32,222,334.93

Interco. Sales of Water Power
  Consolidated Papers, Inc.         Wisconsin Rapids, WI              13,687,200       468,638.00
  Consolidated Papers, Inc.         Village of Biron, WI              13,888,900       317,958.00
  Consolidated Papers, Inc.         Village of Whiting, WI            29,578,551       345,361.00
    Total                                                             57,154,651     1,131,957.00

Utility Sale of Water                                                       -           37,388.38

Miscellaneous Income                                                        -           72,451.38

  Total                                                            1,240,474,260   $34,073,856.14

WISCONSIN RIVER POWER COMPANY
WISCONSIN RAPIDS, WISCONSIN
SALES ANALYSIS
YEAR ENDED DECEMBER 31, 1994


                                            Location                    KWH*           Revenue
<S>                                 <C>                            <C>             <C> 
Electric Energy Sold at Wholesale
  Consolidated Water Power Co.      Wisconsin Rapids, WI            65,248,000     $1,651,084.00
  Wisconsin Power & Light Co.       Madison, WI                     65,248,000      1,651,084.00
  Wisconsin Public Service Corp.    Stevens Point, WI               65,248,000      1,651,084.00
    Total                                                          195,744,000      4,953,242.00

Miscellaneous Income                                                      -            46,150.95

  Total                                                            195,744,000      4,999,402.95



*  Each of the three purchasers of the output of the Wisconsin River Power Company by contract is
   entitled to receive and is required to pay for one-third of the total output.  The above KWH
   figures and all billings conform to this contractual requirement.  In practice, actual
   deliveries vary from the contractual one-third as the result of system conditions existing
   from time to time and such variations are equalized as soon as practicable without any payment
   adjustment.  Actual deliveries in 1994 were:

                                             KWH
               <S>                        <C>
               Consolidated Water Power Company       65,248,000
               Wisconsin Power & Light Company        65,248,000
               Wisconsin Public Service Corporation   65,248,000
                                          195,744,000


EXHIBIT 27

Financial Data Schedule of Claimant and its subsidiary companies on a
consolidated basis (official Exhibit "B").

Exhibit "C" is not applicable.

The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 27th day of February, 1995.



                                     CONSOLIDATED PAPERS,INC.           



                           By /s/ Patrick F. Brennan                    
                              Patrick F. Brennan
                              President and Chief Executive Officer

CORPORATE SEAL

Attest:


/s/ Carl R. Lemke                 
Carl R. Lemke, Assistant Secretary

Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:

                Carl R. Lemke, Assistant Secretary
                Consolidated Papers, Inc.
                P.O. Box 8050
                Wisconsin Rapids, Wisconsin 54495-8050

</TABLE>

<TABLE> <S> <C>

<ARTICLE>           OPUR3

<LEGEND>            This schedule contains summary financial information
                    extracted from the December 31, 1994 consolidated
                    balance sheet and the consolidated statements of
                    income, reinvested earnings and cash flows for the
                    twelve-month period ended 12/31/94 and is qualified in
                    its entirety by reference to such financial
                    statements.
</LEGEND>

<MULTIPLIER>        1,000
       
<S>                                     <C>
<FISCAL-YEAR-END>                                DEC-31-1994
<PERIOD-END>                                     DEC-31-1994
<PERIOD-TYPE>                                           YEAR
<BOOK-VALUE>                                        PER-BOOK

<TOTAL-ASSETS>                                     1,499,511
<TOTAL-OPERATING-REVENUES>                           136,624
<NET-INCOME>                                          86,734

        

</TABLE>


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