CONSOLIDATED PAPERS INC, DEF 14A, 1996-03-18

CONSOLIDATED PAPERS INC
DEF 14A, 1996-03-18
PAPER MILLS

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))

[ X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section
240.14a-12

CONSOLIDATED PAPERS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ X] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

CONSOLIDATED PAPERS, INC.
P.O. BOX 8050
WISCONSIN RAPIDS, WISCONSIN 54495-8050

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 22, 1996

To the Shareholders of
Consolidated Papers, Inc.

The annual meeting of shareholders of Consolidated Papers, Inc. will be held
at The Mead Inn, 451 East Grand Avenue, Wisconsin Rapids, Wisconsin, at 2:00
p.m., Monday, April 22, 1996, for the following purposes:

1. To elect eleven directors to serve until the next annual meeting of
shareholders.

2. To consider and vote upon an amendment to the Company's Restated Articles
of Incorporation to increase the number of shares of common stock, $1.00
par value, authorized for issuance from 93,750,000 to 200,000,000.

3. To transact any other business properly brought before the meeting.

Only shareholders of record at the close of business on March 5, 1996 are
entitled to notice of and to vote at the meeting.

We cordially invite you to attend. Whether or not you can be present, please
date, sign, and return the enclosed proxy as soon as possible. If you attend
the meeting, you may revoke your proxy and vote in person.

March 12, 1996 CONSOLIDATED PAPERS, INC.

Carl H. Wartman, Secretary

PROXY STATEMENT
CONSOLIDATED PAPERS, INC.
P.O. BOX 8050
WISCONSIN RAPIDS, WISCONSIN 54495-8050
ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is furnished by the Board of Directors in connection
with the solicitation of proxies to be used at the annual meeting of
shareholders of Consolidated Papers, Inc. ("Consolidated" or the "Company")
to be held at The Mead Inn, 451 East Grand Avenue, Wisconsin Rapids,
Wisconsin, at 2:00 p.m., Monday, April 22, 1996. This proxy statement and the
enclosed form of proxy are scheduled to be mailed to shareholders on March
12, 1996, together with the Company's Annual Report to Shareholders which
contains financial statements for the fiscal year ended December 31, 1995.
When proxy cards are returned properly signed and received in time, the
shares represented will be voted in accordance with shareholders' directions.
If the proxy card is signed and returned without directions, the shares will
be voted by the persons named in the enclosed form of proxy.

REVOCABILITY OF PROXY

Any shareholder giving a proxy may revoke it at any time before it is voted
at the annual meeting. A proxy may be revoked in person at the meeting, by
providing a proxy bearing a later date, or by delivering a signed notice of
revocation to the Secretary of the Company.

SOLICITATION

The enclosed form of proxy is solicited on behalf of the Board of Directors
of the Company. The expense of solicitation will be borne by the Company.
Reasonable out-of-pocket expenses will be paid by the Company to brokers,
nominees, and other persons who request solicitation materials for their
principals.

VOTING SECURITIES

Only shareholders of record as of the close of business March 5, 1996 will be
eligible to vote at the meeting. Each shareholder is entitled to one vote for
each share held. In determining whether a quorum exists at the annual
meeting, all votes "For" or "Against," as well as abstentions and directions
to withhold authority will be counted. Directors will be elected by a
plurality of the votes cast by the shares entitled to vote at the annual
meeting. A plurality means that the individuals with the largest number of
votes are elected as directors up to the maximum number of directors to be
chosen at the meeting (eleven).

A broker or nominee holding shares registered in its name, or in the name of
its nominee, which are beneficially owned by another person and for which it
has not received instructions as to voting from the beneficial owner, has the
discretion to vote the beneficial owner's shares with respect to the election
of directors and the proposed amendment to the Company's Restated Articles of
Incorporation increasing the authorized number of shares of common stock. The
affirmative vote of holders of two-thirds of the outstanding shares of common
stock is required to approve the proposed charter amendment. Any shares not
voted, whether as a result of abstentions, broker non-votes or otherwise,
will have the effect of a vote against the amendment.

As of March 5, 1996, there were 44,646,828 shares of common stock of the
Corporation outstanding and entitled to vote at the annual meeting.

PROPOSALS OF SECURITY HOLDERS

In accordance with Section 2.2 of the Company's bylaws, shareholders may
recommend persons as potential nominees for director only by complying with
the following procedure: shareholders must submit the names of such persons
in writing to the Secretary of the Company not less than 60 days or more than
90 days prior to the date of the annual meeting. These recommendations must
be accompanied by a statement setting forth the name, age, business address,
residence address, principal occupation or employment for the past five
years, number of shares of the Company beneficially owned by the potential
nominee, and all other information required by the proxy rules, and the name,
record address, and number of shares of stock of the Company owned by the
shareholder making the recommendation.

Also, in accordance with Section 2.2 of the Company's bylaws, a shareholder
may properly bring business before the annual meeting only by complying with
the following procedure: the shareholder must submit to the Secretary of the
Company, not less than 60 days or more than 90 days prior to the date of the
annual meeting, a written statement describing the business to be discussed,
the name, principal occupation, address, and number of shares of the Company
beneficially owned by the shareholder making the submission, and a
description of any material interest of the shareholder in the business of
the Company other than as a shareholder. Copies of Section 2.2 of the
Company's bylaws are available on request to the Secretary.

Under regulations of the Securities and Exchange Commission, proposals of
shareholders intended to be presented at the annual meeting of shareholders
anticipated to be held April 28, 1997 may, if the shareholders have complied
with the requirements of the regulations, be included in the proxy statement
and form of proxy relating to the meeting. The regulations provide that the
shareholder proposals must be submitted to the Secretary of the Company by
November 13, 1996.

SECURITIES BENEFICIALLY OWNED BY PRINCIPAL
SHAREHOLDERS AND MANAGEMENT

Under regulations of the Securities and Exchange Commission, persons who have
power to vote or dispose of shares of the Company, either alone or jointly
with others, are deemed to be beneficial owners of such shares. Because the
voting or dispositive power of certain stock listed in the following table is
shared, the same securities in such cases are listed opposite more than one
name in the table. The total number of shares of the Company listed in the
table, after elimination of such duplication, is 17,139,332 shares (38.4% of
the outstanding stock). Set forth in the following table are the beneficial
holdings as of January 31, 1996 on the basis described above of: (A) each
person known by the Company to own beneficially more than 5% of its
outstanding stock; (B) directors not listed in (A); (C) the executive
officers named in the Summary Compensation Table on Page 7 and not listed in
(A) or (B); and (D) directors and executive officers as a group:

<TABLE>
<CAPTION>
Shares Owned
Beneficially
Sole Voting Or Shared Shared Total
Investment Voting Investment Beneficial % Of
Name Power(1)(2) Power Power Ownership Class
<S> <C> <C> <C> <C> <C>
(A) George W. Mead 77,487 16,072,577(3) 16,150,064 36.2%
Chairman (Director)
P.O.Box 8050
Wisconsin Rapids,
WI 54495-8050

Robert McKay 20,000 16,072,577(3) 16,092,577 36.1%
46 Benedict Hill Road
New Canaan, CT 06840

Cynthia M. Sargent 90,608 16,072,557(3) 16,163,185 36.2%
14 Bridlewood Road
Northbrook, IL 60062

(B) Other directors
Ruth Baldwin Barker 146,269 23,000 23,000 169,269 *
Patrick F. Brennan 67,813 67,813 *
Wiley N. Caldwell 4,000 4,000 *
Sally M. Hands 93,308 93,308 *
Bernard S. Kubale 6,500 6,500 *
D. Richard Mead Jr. 28,960 290,616 290,616 319,576 *
Gilbert D. Mead 20,957 20,957 *
Lawrence R. Nash 68,665 68,665 *
Glenn N. Rupp 2,000 2,000 *
John S. Shiely 1,000 1,000 *

(C) Other Executive Officers
William P. Orcutt 24,325 24,325 *
Gorton M. Evans Jr. 12,180 12,180 *
Richard J. Kenney 11,022 11,022 *

(D) Directors and Executive
Officers as a Group 642,531 16,386,193 38.2%(4)
(21 persons)

(1) Does not include shares held by spouses or children of the following:
for Mrs. Barker, 50,700 shares; for Mrs. Hands, 400 shares; for Mr.
McKay, 189,793 shares; for Mr. D. Richard Mead Jr., 2,500 shares; for
Mr. George W. Mead, 41,681 shares; for Mr. Gilbert D. Mead, 2,260
shares; for Mr. Nash, 23,335 shares; for Mrs. Sargent 10,160 shares;
and for all directors and executive officers as a group, 320,933
shares. Beneficial ownership is disclaimed as to such shares and as to
all other shares over which the named person does not have all
beneficial rights.

(2) Includes shares which may be acquired within sixty (60) days upon
exercise of options: for Mr. George W. Mead, 4,163 shares; for Mrs.
Barker, 4,000 shares; for Mr. Brennan, 51,477 shares; for Mr. Caldwell,
3,000 shares; for Mrs. Hands, 4,000 shares; for Mr. Kubale, 5,000
shares; for Mr. D. Richard Mead Jr., 5,000 shares; for Mr. Gilbert D.
Mead, 5,000 shares; for Mr. Nash, 5,000 shares; for Mr. Rupp, 1,000
shares; for Mr. Orcutt,7,843 shares; for Mr. Evans, 2,856 shares; for
Mr. Kenney, 6,175 shares; and for all directors and executive officers
as a group, 128,926 shares.

(3) George W. Mead, Robert McKay and Cynthia M. Sargent are voting trustees
of the Mead Voting Trust, a voting trust organized under Wisconsin law
to hold shares for the Company. The Mead Voting Trust, which expires by
its terms on December 20, 2011, holds 16,072,577 shares of stock. The
voting trustees generally have the right to determine the voting (but
not the disposition) of the shares of the Company. However, in voting
on (i) any proposed merger or consolidation of the Company with another
person, (ii) any sale, lease or exchange of all or substantially all of
the Company's assets, or (iii) a proposed dissolution of the Company,
the voting trustees must follow the directions of the holders of a
majority of the units of beneficial interest. The three voting trustees
each own units of beneficial interest in the Mead Voting Trust. George
W. Mead beneficially owns 1,406,020 units of beneficial interest, or
8.7% of the Mead Voting Trust. Robert McKay beneficially owns 14,190
units of beneficial interest, or .09% of the Mead Voting Trust. Cynthia
M. Sargent beneficially owns 1,768,547 units of beneficial interest, or
11.0% of the Mead Voting Trust. Each unit of beneficial interest
represents one share of the Company's common stock.

(4) After eliminating duplications in the table.

</TABLE>
DIRECTORS

At the annual meeting of shareholders, eleven directors, constituting the
entire Board of Directors of the Company, are to be elected to hold office
until the next annual meeting of shareholders and their successors are duly
elected and qualified. Directors will be elected by a plurality of the shares
present and voting at the meeting. Unless contrary instructions are given,
the proxies will be voted for the nominees listed below. It is expected these
nominees will serve, but if for any unforeseen cause any of them should
decline or be unable to serve, the proxies will be voted to fill any vacancy
so arising in accordance with the discretionary authority of the persons
named in the proxy, unless contrary instructions are given.

The nominees, their ages, the years in which they began serving as directors,
and business experience are set forth below; except as indicated in
footnotes, the principal occupations of the nominees have not changed in the
past five years.

The Board of Directors recommends that the shareholders vote for the election
of the directors listed in the table below.

<TABLE>
<CAPTION>
Director Principal Occupation
Name Age Since And Other Directorships

<S> <C> <C> <C>
Ruth Baldwin Barker(1) 66 1991 Investor.

Patrick F. Brennan 64 1987 President and Chief Executive
Officer,(2) Consolidated Papers, Inc.
Also director of Northland
Cranberries, Inc. (a grower and
marketer of cranberries and cranberry
products) and Betz Laboratories,
Inc. (Manufacturer of
specialty chemicals.)

Wiley N. Caldwell 68 1991 Retired President, W. W. Grainger,
Inc., Skokie, Illinois. (National
distributor of industrial and
commercial supplies and equipment).
Also director of Kewaunee Scientific
Corporation (Manufacturer of
laboratory furniture), and APS
Holding, Inc. (Distributor of
automotive parts and supplies).

Sally M. Hands(1) 69 1991 Investor.

Bernard S. Kubale 67 1988 Partner, Foley & Lardner, Attorneys
at Law, Milwaukee, Wisconsin.(3)
Also director of Banta Corporation
(Printing and graphic arts), and
Schultz Sav-O Stores, Inc. (Wholesale
and retail food distributor).

D. Richard Mead Jr. 65 1974 Retired Chief Executive Officer,
Southeast Mortgage Company (Mortgage
bankers) and Retired Senior Vice
President of Southeast Bank, N.A.,
Miami, Florida.(4)

George W. Mead(1) 68 1963 Chairman of the Board,(5)
Consolidated Papers, Inc. Also
director of Snap-on Incorporated
(Manufacturer and distributor of hand<PAGE>
tools and related items), and Firstar
Corporation (Bank holding company).

Gilbert D. Mead(1) 65 1974 Attorney, Washington, D.C.

Lawrence R. Nash 66 1981 Lawyer, of counsel, Nash, Podvin,
Tuchscherer, Huttenburg, Weymouth &
Kryshak, S.C., Wisconsin Rapids,
Wisconsin.

Glenn N. Rupp 51 1994 Consultant.(6)

John S. Shiely 43 1996 President and Chief Operating
Officer,(7) and Director, Briggs &
Stratton Corporation, Wauwatosa,
Wisconsin (Producer of air-cooled
gasoline engines for the outdoor
power equipment industry). Also
director of M&I Marshall & Ilsley
Bank.

(1) Family relationships: Ruth Baldwin Barker and Sally M. Hands are
cousins. George W. Mead and Gilbert D. Mead are brothers. Ruth Baldwin
Barker and Sally M. Hands are cousins of George W. Mead and Gilbert D.
Mead.

(2) Served as President and Chief Executive Officer of the Company since
October, 1993; previously served as President and Chief Operating
Officer of the Company (1988 to 1993).

(3) The Company retains the firm of Foley & Lardner on a regular basis.

(4) Southeast Bank, N.A. was placed under receivership of the Federal
Deposit Insurance Company in September, 1991. Mr. Mead retired in June,
1991.

(5) Served as Chairman of the Board of the Company since October, 1993;
previously served as Chairman of the Board and Chief Executive Officer
of the Company (1979 to 1993).

(6) Served as Consultant since July, 1994; previously served as President
and Chief Executive Officer of Simmons Upholstered Furniture Inc. (1991
to 1994), and as President and Chief Executive Officer of Wilson
Sporting Goods Co. (1987 to 1991), Chicago, Illinois. Simmons
Upholstered Furniture Inc., a privately held company, made a voluntary
filing for reorganization under Chapter 11 of the Bankruptcy Code in
1994.

(7) Served as President and Chief Operating Officer since August, 1994;
previously served as Executive Vice President-Administration (1991 to
1994), and Vice President and General Counsel (1990 to 1991) of Briggs
& Stratton Corporation.

</TABLE>

AUDIT COMMITTEE

At December 31, 1995, the Company's Audit Committee consisted of D. Richard
Mead, Jr., Chairman, Ruth Baldwin Barker, Wiley N. Caldwell, Bernard S.
Kubale and Glenn N. Rupp. The committee held two meetings during 1995. The
Audit Committee recommends the Company's independent accountants; reviews the
scope of the audit; reviews the compensation of the independent accountants;
reviews the annual financial statements and the results of the audit with
management, the internal auditors, and the independent accountants; reviews
the independent accountants' recommendations with respect to changes in
accounting procedures and internal auditors; and approves the appointment or
removal of the internal audit manager.

COMPENSATION COMMITTEE

For fiscal 1995, the Compensation Committee consisted of Wiley N. Caldwell,
Chairman, Sally M. Hands, Bernard S. Kubale, Lawrence R. Nash and James R.
Bostic. The committee held two meetings during 1995. This committee reviews
the performance and remuneration arrangements for salaried employees
generally and sets compensation for a defined group of key executives. This
committee also administers the 1989 Stock Option Plan. The Compensation
Committee has reported on management and compensation matters under the
heading "Compensation Committee Report on Executive Compensation" on Page 10.

NOMINATING COMMITTEE

For fiscal 1995, the Nominating Committee consisted of Bernard S. Kubale,
Chairman, Gilbert D. Mead and Wiley N. Caldwell. The committee held six
meetings during 1995. The Nominating Committee recommends nominees for
election to the Board of Directors and other committees of the Board. It also
makes recommendations to the Board with respect to qualifications and
compensation of directors as well as Board organization. The committee will
consider an individual nominated by a shareholder if the shareholder submits
the nomination in accordance with the requirements of the Company's bylaws
relating to nominations by shareholders. These procedures are described under
"Proposals of Security Holders" on Page 2.

MANAGEMENT SUCCESSION COMMITTEE

For fiscal 1995, the Management Succession Committee consisted of Bernard S.
Kubale, Chairman, Wiley N. Caldwell, Glenn N. Rupp and James R. Bostic. The
committee held four meetings during 1995. The Management Succession Committee
monitors the development and performance of the Company's executive officers
and reviews qualifications and recommends candidates for executive offices.
It also oversees the Company's programs for training and preparing candidates
for executive offices.

_______________________________________

The Board of Directors held six meetings during 1995.

<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

Long Term
Compensation
Awards
Name and Securities Underlying All Other
Principal Position Year Salary ($) Bonus ($) Options/SARs (#) Compensation ($)

<S> <C> <C> <C> <C> <C>
P.F. Brennan 1995 523,083(1) 184,887 - 0 - 7,397(2)
President (Chief Executive 1994 473,087(1) 8,942 60,000 6,058
Officer and Director) 1993 422,173(1) - 0 - 10,000 6,126

G.W. Mead 1995 376,936(1) - 0 - - 0 - 2,310(2)
Chairman (Director) 1994 376,936(1) - 0 - - 0 - 2,310
1993 480,585(1) - 0 - - 0 - 6,126

W.P. Orcutt 1995 224,698(1) 65,313 3,000 2,506(2)
Senior Vice President 1994 215,536(1) 4,229 3,000 4,112
1993 209,853(1) 2,086 - 0 - 5,850

G.M. Evans Jr. 1995 193,374(1) 56,577 3,000 2,616(2)
Vice President 1994 181,212(1) 3,426 3,000 2,552
1993 169,508(1) 1,839 - 0 - 4,996

R.J. Kenney 1995 192,837(1) 53,087 3,000 3,093(2)
Vice President, 1994 176,694(1) 3,402 3,000 2,651
Finance 1993 169,476(1) 1,976 - 0 - 4,983

(1) Includes banked vacation (dollar amount) and vacation taken in cash:
for P.F. Brennan, $28,846 for 1995, $25,962 for 1994, and $31,929 for
1993; for G.W. Mead, $26,924 for 1995, $26,924 for 1994 and $27,567 for
1993; for W.P. Orcutt, $4,259 for 1995, $4,087 for 1994, and $7,808
for 1993; for G.M. Evans Jr., $10,386 for 1995, $9,936 for 1994, and
$9,462 for 1993; and for R.J. Kenney, $13,848 for 1995, $6,579 for
1994, and $9,399 for 1993.

(2) Includes contributions of $2,310 on behalf of each named executive
officer to the Consolidated Employees' Tax-saver & Investment Plan
(401(k)), and payroll taxes attributable to retirement benefits accrued
in excess of limits imposed by the Omnibus Budget Reconciliation Act of
1993: for P.F. Brennan, $5,087; for W.P. Orcutt, $196; for G.M. Evans
Jr., $306; and for R.J. Kenney, $783.

</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

Potential Realizable
Number of Percent of Total Value at
Securities Options/SARs Assumed Annual Rates
Underlying Granted to of Stock Price
Options/ Employees Exercise or Appreciation for
SARs in Fiscal Base Price Expiration Option Term(2)
Name Granted (#) Year ($/sh.) (1) Date 5% ($) 10% ($)

<S> <C> <C> <C> <C> <C> <C>
P.F. Brennan - 0 - 0% N/A N/A N/A N/A
G.W. Mead - 0 - 0% N/A N/A N/A N/A
W.P. Orcutt 3,000 2% 45.500 02/09/2005 $85,844 $217,546
G.M. Evans Jr. 3,000 2% 45.500 02/09/2005 $85,844 $217,546
R.J. Kenney 3,000 2% 45.500 02/09/2005 $85,844 $217,546

(1) The options reflected in the table, all of which are nonqualified
options for purposes of the Internal Revenue Code, were granted at an
exercise price equal to fair market value of the Company's common stock
on the date of the grant. The options expire ten years from the date of
grant, or five years after termination of employment with the Company,
whichever is earlier. The options vest over a three-year period
following the date of grant.

(2) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, based on Securities and Exchange Commission rules,
and do not represent the Company's estimate or projection of the price
of the Company's stock in the future. Actual gains, if any, on stock
option exercises depend upon the actual future performance of the
Company's common stock and the continued employment of the option
holders throughout the vesting period. Accordingly, the potential
realizable values set forth in this table may not be achieved.

</TABLE>

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Shares Acquired Value Options/SARs at FY-End(#) at FY-End ($)(1)
Name on Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
P.F. Brennan - 0 - - 0 - 51,477 / 30,000 795,403 / 500,610
G.W. Mead - 0 - - 0 - 8,624 / - 0 - 137,861 / - 0 -
W.P. Orcutt - 0 - - 0 - 7,843 / 5,000 147,930 / 63,560
G.M. Evans Jr. 2,976 58,155 2,856 / 5,000 52,310 / 63,560
R.J. Kenney - 0 - - 0 - 6,175 / 5,000 115,678 / 63,560

(1) Dollar values are calculated by determining the difference between the
fair market value of the underlying common stock and the exercise price
of the options at exercise or FY-end, respectively.

</TABLE>
CONSOLIDATED SALARIED EMPLOYEES' RETIREMENT PLAN

The Consolidated Salaried Employees' Retirement Plan (the "Plan") is a
defined benefit plan applicable to employees of the Company and its
subsidiaries who are not in a collective bargaining unit, and is a qualified
plan under the Internal Revenue Code. In recent years, benefits have been
based on average earnings for the latest five year period and years of
service, with benefits normally beginning at age 65. Officers participate
in the Plan on the same basis as other salaried employees. The following
table shows the estimated annual normal benefit payable upon retirement
under the Plan for selected compensation and years of service classification:

<TABLE>
<CAPTION>
PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFIT FOR PARTICIPANTS WITH YEARS OF SERVICE AS INDICATED*

Final Average
Earnings 15 20 25 30 35 40 45

*Compensation for purposes of computing retirement benefits means total cash
compensation, including cash withdrawals of accrued vacation, but exclusive
of discretionary bonuses. For the individuals named in the Summary
Compensation Table, the compensation covered by the Plan is that reflected as
salary in the Summary Compensation Table. The annual benefits shown above
are not subject to offset for Social Security benefits. Years of service, as
of December 31, 1995, for the five individuals named in the Summary
Compensation Table are as follows: P.F. Brennan - 33; G.W. Mead - 44; W.P.
Orcutt - 40; G.M. Evans Jr. - 23; R.J. Kenney - 28. Under sections 401(a)(17)
and 415 of the Internal Revenue Code, considered earnings are limited to
$150,000 (prior to 1994, $200,000 adjusted for cost of living) and benefits
under the plan are limited to $120,000 per year. Earnings in excess of the
limits are recognized and benefits in excess of $120,000 are provided under a
separate nonqualified supplemental retirement plan sponsored by the Company.

</TABLE>

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Among Consolidated Papers, Inc., S&P 500 Index,
& Dow Jones Paper Products Index

The Comparison of Five-Year Cumulative Total Return below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or
under the Securities Exchange Act of 1934, except to the extent Consolidated
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts. Total return includes reinvestment
of dividends.

[Graph omitted]

Dec-90 Dec-91 Dec-92 Dec-93 Dec-94 Dec-95
Consolidated $100 $99 $112 $133 $133 $170
Papers Inc.

S&P(R) $100 $130 $140 $157 $157 $215

Dow Jones $100 $126 $125 $151 $151 $172
Paper Index

COMPENSATION COMMITTEE
Report on Executive Compensation

The Compensation Committee of the Board of Directors is responsible for the
Company's compensation program covering its executive officers, including the
five officers named in the Summary Compensation Table. The following report
on executive compensation was prepared by the members of the Compensation
Committee.

COMPENSATION POLICIES. The Company's executive compensation program is based
on the principle that compensation levels must be aligned with the Company's
overall business strategy and the goal of maintaining and, where possible,
enhancing profitability as a means of maximizing shareholder value. The
Compensation Committee endeavors to work with management toward achieving the
following objectives:

Reward executives for long-term strategic management and the enhancement
of shareholder value by allowing executives, through stock options and
other benefit plans, to participate in the appreciation of the market
value of the Company's stock.<PAGE>
Align compensation programs with annual and long-term strategic planning,
goals and objectives.
Attract and retain key executives essential to the Company's long-term
success by providing competitive compensation opportunities.

The Company's salary and bonus policies, awards made under the 1989 Stock
Option Plan, and other employee benefit plans are intended to encourage the
achievement of the Company's goals. The following discussion describes the
specific components of executive compensation, how these components relate to
the Company's compensation policies, and the relationship of corporate
performance to executive compensation.

EXECUTIVE BASE SALARIES. In setting executive base salaries, including the
salaries of the individuals listed in the Summary Compensation Table, the
Compensation Committee reviews salary practices and data reported by a
selected group of companies in the paper industry, focusing particularly on
ten companies which have significant coated paper production. These companies
include six of the nine companies (in addition to Consolidated) which make up
the Dow Jones Paper Products Index (see chart on Page 9). Executives of
Consolidated typically receive base salaries in the mid-range of the base
salaries offered by these peer companies for comparable positions.

INCENTIVE COMPENSATION. In consultation with Hewitt Associates LLC, the
Compensation Committee has developed and implemented an incentive
compensation plan intended to provide Company executives with the
opportunity to earn compensation at levels which approach competitive norms
in the paper industry depending upon Company performance. The Committee's
plan consists of a bonus plan (payable in cash and Company stock) tied to
individual and corporate performance, and stock option grants. This approach
avoids increases in fixed costs, such as increases in base salary and, in the
view of the Committee, appropriately blends short and long-term incentive
compensation. The plan covers approximately thirty key executives at the
Company, including the executive officers named in the Summary Compensation
Table other than George W. Mead.

Payments under the bonus plan in 1995 were tied to achievement of
Company-wide financial targets and individual performance goals in each
applicable period. Targets and goals are reviewed and approved by the
Compensation Committee on an annual basis. Depending upon the executive's
position and performance, 1995 bonuses could range from a minimum of 2.5% (at
the threshold target level) to a maximum of 35% (at the maximum target level)
of base salary. The Company-wide target for the 1995 bonus was the Company's
operating income as a percentage of average operating assets (OI/AOA), as set
forth in the 1995 profit plan. The Company's profit plan for each year is
initially prepared late in the preceding year and is finalized and reviewed
by the Board of Directors in February, incorporating management's best
estimate of the Company's likely performance for the upcoming year. Minimum
and maximum awards under the bonus plan for 1995 were tied to threshold and
maximum targets of 80% to 120%, respectively, of the OI/AOA in the 1995
profit plan. The 1995 OI/AOA target was 17.1%; actual OI/AOA for 1995 was
22.4%, exceeding the maximum target.

The Compensation Committee also makes stock option grants under the 1989
Stock Option Plan to provide an incentive for the same group of executives.
The size and frequency of the awards are determined with reference to Hewitt
Associates LLC's analysis of competitive practices in the paper industry. The
grant program adopted by the Compensation Committee represents award levels
at approximately one-half of competitive long-term incentive norms. The size
of the individual awards to the Company's executives in 1995 depended on the
executive's relative position with the Company. During 1995, the Compensation
Committee granted options to purchase an aggregate of 54 ,000 shares to the
executives other than Mr. Brennan and Mr. Mead. All options have an exercise
price equal to 100% of the fair market value of the Company's common stock on<PAGE>
the date of grant. The options have a term of ten years from the date of
grant and vest over a period of three years. The grants are intended to give
this group of executives long-term incentives to remain with the Company and
to encourage significant stock ownership by members of this group. The latter
goal is intended to better align the interests of these executives with those
of the shareholders. Based upon similar criteria, the Compensation Committee
presently intends to continue to provide stock option grants for executives
other than Mr. Brennan and Mr. Mead on an annual basis.

COMPENSATION AWARD PROGRAM - 1995. The Company initiated a modest incentive
program in 1992 for nonunion personnel which provided for a bonus payment of
approximately 2% of base salary in the event specified reductions were
achieved in "controllable" costs such as material usage and energy
consumption. Staff areas are also given departmental goals to achieve in
order to earn the incentive payment. The goals set for 1995 were achieved,
and awards were made. The 1995 awards took the form of Company contributions
which allowed employees to purchase Company stock under the Company's
Tax-saver and Investment Plan (401(k)).

COMPENSATION OF CHIEF EXECUTIVE OFFICER. Patrick F. Brennan became Chief
Executive Officer of the Company in October, 1993. Mr. Brennan's base salary
was $500,000 in 1995. Mr. Brennan's 1995 salary was set with reference to
comparative information regarding compensation of other chief executive
officers of similar companies in the paper industry. Mr. Brennan's base
salary is in the lower middle range of this group, although most other
members of the group provide greater incentive compensation in the form of
bonuses, stock options and other benefits for their chief executive officers.
Mr. Brennan also received a bonus of $184,887, which reflects the Company's
achievement of maximum target levels and the Compensation Committee's
evaluation of Mr. Brennan's individual performance during 1995. Mr. Brennan
was granted a nonqualified option at the time of his promotion to purchase
10,000 shares of common stock, and options to purchase an aggregate of 60,000
shares of common stock in February and April, 1994. All grants were made at
fair market value on the date of the grant. These option grants were designed
to give Mr. Brennan an immediate substantial increase in his equity position
in the Company, so as to more closely align Mr. Brennan's interests with
those of Company shareholders. The size of the option granted to Mr. Brennan
was determined with reference to competitive practices in the paper industry.
The options granted to Mr. Brennan in 1994 vest over a three-year period. All
Mr. Brennan's options are exercisable for a period of five years following
his retirement. This extension after retirement is intended to encourage Mr.
Brennan to continue to emphasize the long-term best interests of the Company
and its shareholders by awarding him options which will extend beyond his
retirement.

OTHER EMPLOYEE BENEFIT PLANS. The Company's policy with respect to other
employee benefit plans is to provide competitive benefits to its employees,
including executive officers, to encourage their continued service with the
Company. These plans include the Consolidated Employees' Tax-saver and
Investment Plan (401(k)); the Consolidated Salaried Employees Retirement Plan
and the Consolidated Employees' Benefit Plan (medical coverage). The Company
believes that its employee benefit plans are generally comparable to similar
plans in the paper industry.

SECTION 162(M) COMPLIANCE. Under Section 162(m) of the Internal Revenue
Code, the tax deduction of corporate taxpayers is limited with respect to the
compensation of certain executive officers unless the compensation is based
upon performance objectives meeting certain regulatory criteria or is
otherwise excluded from the limitation. Based upon the Compensation
Committee's commitment to link compensation with performance as described in
this report, the Compensation Committee currently intends to qualify
compensation paid to the Company's executive officers for deductibility by
the Company under Section 162(m) of the Internal Revenue Code.

COMPENSATION COMMITTEE:
Wiley N. Caldwell, Chairman
Sally M. Hands
Bernard S. Kubale
Lawrence R. Nash
John S. Shiely

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Kubale served on the Compensation Committee for the past fiscal year. Mr.
Kubale is a Partner of Foley & Lardner, a Milwaukee, Wisconsin-based law firm
which represents the Company and its subsidiaries on a regular basis.

COMPENSATION OF DIRECTORS

Nonemployee directors receive an annual retainer of $18,000, plus a grant of
100 shares of common stock which is distributed on the date of the annual
meeting of shareholders. All nonemployee directors receive a meeting fee of
$1,000 for each Board and committee meeting attended. Nonemployee committee
chairmen receive an annual retainer of $2,000 each. Each director who has
completed at least three years of service as a nonemployee director
participates in the Consolidated Directors' Retirement Plan. Under this plan,
a retired director receives an annual payment equal to the annual retainer
fee (not including the value of the stock grant) in effect at the time of the
director's retirement. The retired director is entitled to receive this
annual payment for that number of years that is equal to the number of years
served as a nonemployee director, up to a maximum of ten years. Nonemployee
directors also receive options to purchase Company common stock under certain
nondiscretionary provisions of the 1989 Stock Option Plan. These provide that
each nonemployee director who has completed at least one full year of service
is granted options to purchase 1,000 shares on the date of the annual meeting
of shareholders, up to a maximum of 5,000. All options are priced at fair
market value on the date of grant.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file certain reports
regarding ownership of, and transactions in, the Company's securities with
the Securities and Exchange Commission (the "SEC"). Such officers, directors
and more than 10% shareholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms that they file.

Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that
during fiscal 1995 all Section 16(a) filing requirements applicable to its
officers, directors and more than 10% shareholders were complied with.

PROPOSAL TO INCREASE AUTHORIZED SHARES

GENERAL
The Board of Directors has unanimously approved and recommends that the
shareholders approve an amendment to the Company's Restated Articles of
Incorporation to increase the number of authorized shares of common stock
from 93,750,000 to 200,000,000 (the "Common Stock Amendment"). The
provisions of Article III of the Restated Articles of Incorporation, as
proposed to be amended by the Common Stock Amendment, are set forth in
Appendix A to this proxy statement.

PURPOSE OF THE COMMON STOCK AMENDMENT
At January 31, 1996, of the 93,750,000 shares of common stock presently
authorized, 44,599,765 shares were issued and outstanding, 1,580,666 shares<PAGE>
were reserved for issuance under the Company's stock option and other
employee benefit plans (including the Consolidated Employees' Tax-Saver &
Investment Plan, the Consolidated Employees' Stock Ownership Plan and the
1989 Stock Option Plan) and 47,569,569 shares were unissued and unreserved.
If the Common Stock Amendment is approved by shareholders, the Company would
have available for issuance approximately 153,819,569 unissued and unreserved
shares of common stock.

The proposed increase in the number of authorized shares of common stock
would provide shares of common stock for, among other purposes, possible
additional future stock splits or stock dividends, issuances from time to
time in connection with the acquisition of other companies or product lines,
possible future employee stock option or benefit plans, financing
requirements or other general corporate purposes. As of the date of this
proxy statement and except for the operation of the plans described above,
the Board of Directors has not approved any transaction which would require
the issuance of additional shares of common stock nor are there presently any
understandings, agreements, plans or commitments obligating the Company to
issue additional shares of common stock.

If the increase in authorized common stock is approved, such shares could be
issued at such time or times and for such consideration as the Board of
Directors in its discretion determines without further shareholder action
(unless shareholder action is otherwise required in connection with certain
statutory mergers and share exchanges or by the policies of the stock
exchange on which the Company's securities are then traded). Shareholders
will not have a preferential right to subscribe for their proportionate share
of any new issue of common stock unless so provided by the Board of
Directors. Issuance of any of the proposed shares of common stock, other than
as a pro rata distribution to existing shareholders, will dilute the
proportionate voting power of existing shareholders.

POTENTIAL ANTI-TAKEOVER EFFECTS
The Company does not view the Common Stock Amendment as part of an
"anti-takeover" strategy. The Common Stock Amendment is not being advanced as
a result of any known effort by any party to accumulate common stock or to
obtain control of the Company. Issuing additional shares of common stock
could, nonetheless, impede or defeat a non-negotiated acquisition of the
Company by diluting the ownership interests of a substantial shareholder and
thereby increasing the total amount of consideration necessary for a person
to obtain control of the Company or increasing the voting power of friendly
third parties.

Certain other provisions of the Company's Restated Articles of Incorporation
and By-Laws as well as certain provisions of Wisconsin corporate law also
have or may have an anti-takeover effect. The provisions include but are not
limited to (a) the Company's authority to issue up to 15,000,000 shares of
Class A Preferred Stock without shareholder approval (unless otherwise
required by the stock exchange upon which the Company's securities are then
traded), holders of which could be granted class voting rights; and (b)
By-law requirements governing nominating directors and raising matters for
consideration at shareholder meetings.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE COMMON STOCK AMENDMENT. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED
BUT UNMARKED PROXIES WILL BE VOTED "FOR" SUCH AMENDMENT.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP audited the accounts of Consolidated Papers, Inc. and
subsidiaries for fiscal 1995 and has been selected to audit the accounts for
the current year. A representative of that firm is expected to be present at
the annual meeting of shareholders and will be available to respond to
appropriate questions, and he will be given the opportunity to make a
statement if he desires to do so.

OTHER MATTERS

Management is not aware of any other matters to be considered at this annual
meeting. However, if any other matters properly come before the meeting, the
persons named in the enclosed form of proxy will have discretionary authority
to vote all proxies with respect to such matters in accordance with their
judgment.

Wisconsin Rapids, Wisconsin 54495-8050 Carl H. Wartman
March 12, 1996 Secretary

EXHIBIT A
AMENDMENT OF ARTICLE III OF THE RESTATED ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK FROM 93,750,000 to 200,000,000 SHARES

ARTICLE III
A. The aggregate number of shares which the corporation shall have authority
to issue is (i) two hundred million (200,000,000) shares of common stock, par
value one dollar ($1.00) per share; and (ii) 15,000,000 shares of Class A
Preferred Stock, par value one cent ($ .01) per share.

B. A description of each class of shares and a statement of the voting
rights, designations, preferences, qualifications, privileges, limitations,
options, restrictions, conversion rights and other special or relative rights
granted to or imposed upon the shares of each class and of the authority
vested in the Board of Directors of the Corporation to establish series of
Class A Preferred Stock and to fix and determine the relative rights and
preferences as between series of Class A Preferred Stock, and the variations
therein, are as follows:

1. The Board of Directors is hereby expressly authorized, at any time or
from time to time, to divide any or all of the shares of Class A Preferred
Stock into one or more series, and in the resolution or resolutions
establishing a particular series, before issuance of any of the shares
thereof, to fix and determine the number of shares and the designation of
that series, so as to distinguish it from the shares of all other series
and classes, and to fix and determine the voting rights, preferences,
qualifications, privileges, limitations, options, conversion rights,
restrictions, and other special or relative rights of such series. Each
series may differ from every other series previously authorized, as may be
determined by the Board of Directors in any or all respects, to the
fullest extent now or hereafter permitted by the laws of the State of
Wisconsin, including, but not limited to, the variations between different
series in the following respects:

(a) the distinctive designation of the series and the number
of shares which shall constitute the series, which number may
be increased or decreased (but not below the number of shares
thereof then outstanding) from time to time by the Board of
Directors;

(b) the annual dividend or dividend rate for the series, and
the date or dates from which dividends shall commence to
accrue;

(c) the price or prices at which, and the terms and
conditions on which, if any, the shares of the series may be
redeemed;

(d) the amount payable upon shares of the series in the event
of voluntary or involuntary liquidation of the Corporation;

(e) the sinking fund provisions, if any, for the redemption
of shares of the series;

(f) the terms and conditions, if any, upon which shares of
the series may be converted;

(g) the voting rights, if any, of the shares of the series;
and

(h) any other terms, preferences, qualifications, privileges,
limitations, options, restrictions and other special rights,
if any, of shares of the series as the Board of Directors may,
at the time of its resolution or resolutions, lawfully fix or
determine under the laws of the State of Wisconsin.

All shares within each series of Class A Preferred Stock shall be alike in
every particular, except with respect to the dates from which dividends,
if any, shall commence to accrue.

2. The holders of Common Stock shall have one vote per share.

3. The Common Stock shall be subject to the prior rights of holders of any
series of Class A Preferred Stock outstanding, according to the
preferences, if any, of that series.

4. The Corporation may issue shares of Common Stock, Class A Preferred
Stock, option rights, or securities having conversion or option rights,
without first offering them to the holders of Class A Preferred Stock or
Common Stock.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PROXY
CONSOLIDATED PAPERS, INC.
P.O. Box 8050
Wisconsin Rapids, Wisconsin 54495-8050

This Proxy is Solicited on Behalf of the board of Directors

The undersigned hereby appoints GEORGE W. MEAD and PATRICK F. BRENNAN as
proxies, with full power of substitution, to represent the undersigned and to
vote, as designated below all shares of Common Stock of Consolidated Papers,
Inc. which the undersigned is entitled to vote at the annual meeting to be
held on April 22, 1996, and any adjournment thereof.

This proxy when properly executed will be voted in the manner directed herein
by the shareholder. If on direction is made, this proxy will be voted "FOR"
Proposals 1 and 2.

The proxies appointed herein may act by one of said proxies at the meeting.

Please mark, sign, date and mail the proxy card promptly using the enclose
envelope.

(Continued and to be signed on the reverse side.)

CONSOLIDATED PAPERS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING INK ONLY X

1. ELECTION OF DIRECTORS: Nominees:

R.B. Barker, P.F. Brennan, W.N. Caldwell, S.M. Hands, B.S. Kubale, D.R.
Mean, Jr., G.W. Mean, G.D. Mead, L.R. Nash, G.N. Rupp, and J.S. Shiely.

For All
For Withhold (Except Nominee(s) written below)

____ ____ ______ __________________________

2. Proposal to amend the Restated Articles of Incorporation to increase the
number of shares of common stock, $1.00 par value, authorized for issuance
from 93,750,000 to 200,000,000.

For Against Abstain

_____ _____ _____

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

Dated _________________________, 1996

_____________________________________________
Signature of Shareholder

_____________________________________________
For Joint Account Each Owner Should Sign

Please sign proxy as name appears. Joint owners should each sign personally.
Trustees and others signing in a representative capacity should indicate the
capacity in which they sign.