CONSOLIDATED PAPERS INC
U-3A-2, 2000-02-25
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.

	Inter Lake Papers, Inc. is a Wisconsin corporation, all of the common
stock of which is owned by Claimant. Its principal office and place of
business is the Village of Kimberly, Wisconsin. It is engaged primarily in
the business of manufacturing and selling paper through its wholly-owned
subsidiaries, Inter Lake Wisconsin, Inc. and Inter Lake Sales Corporation.
Effective December 31, 1999, Inter Lake Papers, Inc., and its wholly-owned
subsidiaries, Inter Lake Wisconsin, Inc. and Inter Lake Sales Corporation,
merged with and into the Claimant, and thereby became a division of the
Claimant.

	Inter Lake Wisconsin, Inc. is a Wisconsin corporation, all of the common
stock of which is owned by Inter Lake Papers, Inc. All of the common stock
of Inter Lake Papers, Inc. is owned by Claimant. Its principal office and
place of business is the Village of Kimberly, Wisconsin. It is engaged
primarily in the business of manufacturing paper. Effective December 31,
1999, Inter Lake Papers, Inc., and its wholly-owned subsidiaries, Inter
Lake Wisconsin, Inc. and Inter Lake Sales Corporation, merged with and
into the Claimant, and thereby became a division of the Claimant.

	Inter Lake Sales Corporation is a New York corporation, all of the common
stock of which is owned by Inter Lake Papers, Inc. All of the common stock
of Inter Lake Papers, Inc. is owned by Claimant. Its principal office and
place of business is the City of Des Plaines, Illinois. It is engaged
primarily in the business of selling paper. Effective December 31, 1999,
Inter Lake Papers, Inc., and its wholly-owned subsidiaries, Inter Lake
Wisconsin, Inc. and Inter Lake Sales Corporation, merged with and into the
Claimant, and thereby became a division of the Claimant.

	LSPI Paper Corporation is a Minnesota corporation, all of the common stock
of which is owned by Claimant.  Its principal office and place of business
is in Duluth, Minnesota.  It is engaged primarily in the business of
manufacturing and selling paper.

	Superior Recycled Fiber Corporation is a Minnesota corporation, all of the
common stock of which is owned by Claimant.  Its principal office and
place of business is in Duluth, Minnesota.  It is engaged primarily in the
production and selling of recycled pulp.

	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, transmission,
distribution and sale of electric energy.

	Consolidated Papers Foreign Sales Corporation is a U.S. Virgin Islands
corporation, all of the common stock of which is owned by Claimant.  Its
principal office and place of business is the City of Charlotte Amalie,
St. Thomas, U.S. Virgin Islands.  It manages all of the Claimant's export
operations with respect to products which qualify as export property as
defined in Section 927 of the Internal Revenue Code.

	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.

	Consolidated Papers International Leasing, L.L.C. is a Delaware limited
liability company.  It is owned 99% by Claimant and 1% by Consolidated
Water Power Company.  Its principal office and place of business is in
Manchester, United Kingdom.  It is a leasing company.

	CONDEPCO, Inc. is a Delaware corporation, all of the common stock of which
is owned by Claimant.  Its principal office and place of business is in
Dover, Delaware.  It is a financial management company.

	Consolidated Papers (Canada), Inc. is a Delaware corporation, all of the
common stock of which is owned by Claimant.  Its principal office and
place of business is in Montreal, Quebec, Canada.  It is engaged primarily
in the business of selling paper.

	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, 1999 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 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 electric 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 occasionally a small amount of electric energy is
delivered to or received by it at the borders of such State.

	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, provided
however Claimant's Niagara Division sells some power back to its
supplier, Wisconsin Electric Power Company, at a buy-back rate when
machines are down and power generation is available.

		The number of KWH of electric energy sold at retail or wholesale
during the twelve months ended December 31, 1999, 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.

	    During the twelve months ended December 31, 1999, 89,963,000 KWH of
electric energy were purchased from five sellers in the states of
Missouri, Minnesota, North Dakota, and Nebraska for a cost of $1.777
million. 87% of such purchases were from one seller in the State of
Nebraska.

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.



<TABLE>
EXHIBIT "A"
<CAPTION>
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.

                                                       CONSOLIDATED PAPERS, INC.
                                                       AND SUBSIDIARY COMPANIES
                                                CONSOLIDATING STATEMENT OF NET INCOME
                                         FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 1999

                                                                           Consoli-
                                                                            dated
                                              Sup-   Consol-       Newaygo  Papers
                              Inter           erior  idated  For-  Forest   Interna-                  Intraco./
                Consolidated  Lake     Lake    Re-   Water   eign   Pro-    tional                    Interco.    Con-
(Dollars           Papers    Papers  Superior cycled Power   Sales ducts    Leasing                    Elim-    solidated
in millions)        Inc.      Inc.    Paper   Fiber  Company Corp. Limited   L.L.C.  Condepco CONCAN  inations    Total
<S>              <C>         <C>     <C>      <C>    <C>     <C>   <C>      <C>      <C>      <C>     <C>        <C>
Outside sales
  - net           $1,351.0   $312.6  $158.5   $15.4   $ 0.8  $ -   $0.5        -        -        -         -     $1,838.8
Intracompany
  sales              574.1       -       -       -       -     -     -         -        -        -    $(574.1)         -
Intercompany
  sales               17.5      7.8      -     23.1    38.4    -    1.6        -        -        -     ( 88.4)         -
  Total Sales      1,942.6    320.4   158.5    38.5    39.2         2.1        -        -        -     (662.5)    1,838.8
    Less:  Cost
      of sales     1,699.9    332.7   139.5    42.6    37.2    -    1.4    $(17.9)      -        -     (662.8)    1,572.6
Gross Profit
  (Loss)             242.7    (12.3)   19.0    (4.1)    2.0    -    0.7      17.9       -        -        0.3       266.2
Admn., Selling,
  & General
  Expenses
  Administra-
    tive              63.4       -       -       -      1.3    -     -         -        -        -        0.3        65.0
  Selling             29.8       -       -      0.1      -     -     -         -        -                  -         29.9
  Research &
    Development        7.5       -       -       -       -     -     -         -        -        -         -          7.5
  Total              100.7       -       -      0.1     1.3    -     -         -        -        -        0.3       102.4
Income from
  Operations         142.0    (12.3)   19.0    (4.2)    0.7    -    0.7      17.9       -                  -        163.8
Other Income
  Interest earned     25.9      0.1      -      1.2      -     -     -         -     $23.6     $3.4    ( 31.0)       23.2
  Rentals - net        (.1)      -       -       -       -     -     -         -        -        -         -         (0.1)
  Royalties - net      0.7       -       -       -       -     -     -         -        -        -         -          0.7
  Profit (Loss)
    on disposal
    of capital
    assets             3.5    ( 0.1)   (0.5)     -       -     -     -         -        -        -         -          2.9
  Equity in
    earnings
    of other
    companies          2.9       -        -      -     1.0     -     -         -        -        -         -          4.0
  Miscellaneous        3.1       -        -      -      -    17.3    -      ( 0.9)     0.9       -     ( 18.7)        1.7
    Total             36.0       -     (0.5)    1.2    1.0   17.3    -      ( 0.9)    24.5      3.4    ( 49.7)       32.3
Total Income
  (Loss)             178.0    (12.3)   18.5    (3.0)   1.7   17.3   0.7      17.0     24.5      3.4    ( 49.7)      196.1
Other Deduc-
  tions
  Interest            41.5     24.5    27.4      -      -      -     -       19.8       -        -     ( 31.0)       82.2
  Carrying
    charge
    on timber
    resources          1.0       -       -       -      -      -     -         -        -        -         -          1.0
  Carrying
    charge
    on non-
    operating
    land                -        -       -       -      -      -     -         -        -        -         -          -
  Miscellaneous        3.5      1.0      -      0.2     -    15.3    -         -        -        -     ( 17.3)        2.8
    Total             46.0     25.5    27.4     0.2     -    15.3    -       19.8       -        -     ( 48.3)       86.0
Net income
  (loss) before
  income taxes       132.0    (37.8)   (8.9)   (3.2)   1.7    2.0   0.7     ( 2.8)    24.5      3.4    (  1.4)      110.1
Provision for
  income taxes        50.5    (11.7)   (2.9)   (1.0)   0.3    0.2    -      ( 1.1)     8.6      1.2        -         44.0
Net Income
  (Loss)            $ 81.5   $(26.1)  $(6.0)  $(2.2)  $1.4  $ 1.8  $0.7    $( 1.7)   $15.9     $2.2   $(  1.4)     $ 66.1

                                                      CONSOLIDATED PAPERS, INC.
                                                      AND SUBSIDIARY COMPANIES
                                             CONSOLIDATED STATEMENT OF SURPLUS ACCOUNTS
                                                     YEAR ENDED DECEMBER 31, 1999

                                                                           Consoli-
                                                                            dated
                                              Sup-   Consol-       Newaygo  Papers
                              Inter           erior  idated  For-  Forest   Interna-                  Intraco./
                Consolidated  Lake     Lake    Re-   Water   eign   Pro-    tional                    Interco.    Con-
(Dollars           Papers    Papers  Superior cycled Power   Sales ducts    Leasing                    Elim-    solidated
in millions)        Inc.      Inc.    Paper   Fiber  Company Corp. Limited   L.L.C.  Condepco CONCAN  inations    Total
<S>              <C>         <C>     <C>      <C>    <C>     <C>   <C>      <C>      <C>      <C>     <C>        <C>
Capital Sur-
  plus Arising
  From:
    Premium on
      capital
      stock
      sold,
      1911 &
      1918        $    0.3   $   -   $   -    $  -    $  -   $ -   $ -      $  -     $  -    $   -     $   -     $     .3
  Appraisal of
    plants &
    equipment,
    1917               0.1       -       -       -       -     -     -         -        -        -         -          0.1
  Valuation of
    water power
    rights, 1921       0.4       -       -       -       -     -     -         -        -        -         -          0.4
  Premium on
    capital
    stock sold
    1959, 1960,
    1961, and
    1962               0.5       -       -       -       -     -     -         -        -        -         -          0.5
  Net premium
    on stock
    sales &
    purchases,
    prior
    years (A)         79.4       -       -       -       -     -     -         -        -        -         -         79.4
  Tax effect of
    incentive
    stock option -
    1994-1999          2.4       -       -       -       -     -     -         -        -        -         -          2.4
  Proceeds from
    stock issued
    in 1999 in
    excess of
    common stock
    at par value
    of $1.00/
    share (B)          9.1       -       -       -       -     -     -         -        -        -         -         9.1
  Interco. trans-
    fer of Power
    assets -
    1994-1995           -        -       -       -      0.5    -     -         -        -        -      ( 0.5)        -
  Stock split,
    2 for 1          (45.3)      -       -       -       -     -     -         -        -        -         -       (45.3)
  Increase to
    reflect
    change in
    par value
    of common
    stock             24.5       -       -       -       -     -     -         -        -        -         -        24.5
  Purchase
    price of
    new
    acquisitions        -     ( 0.5)  124.2    72.1      -     -      -        -     393.3    600.2  (1,189.3)        -
  Total Capital
    Surplus As Of
    December 31,
    1999              71.4    ( 0.5)  124.2    72.1     0.5    -      -        -     393.3    600.2  (1,189.8)      71.4

Earned Surplus
  Balance at
    beginning
    of year        1,096.4    (15.9)   53.6     9.8    25.4   0.8   (4.2)   (12.7)    46.7       -        2.4    1,202.5
  Net income
    for the
    year              81.5    (26.1)  ( 6.0)  ( 2.2)    1.4   1.8    0.7    ( 1.7)    15.9      2.2      (1.4)      66.1
                   1,177.9    (42.0)   47.6     7.6    26.8   2.6   (3.5)   (14.4)    62.6      2.2       1.0    1,268.6
  Dividends
    paid in
    cash             (79.7)      -       -       -       -     -      -        -        -        -         -       (79.7)
  Changes:
    Dividends
      paid              -        -       -       -       -   (1.4)    -        -        -        -        1.4         -
    Cumulative
      transla-
      tion
      adjustment       1.9       -       -       -       -     -      -      (1.9)      -        -         -          -
    Treasury
      stock            2.7       -       -       -       -     -      -        -        -        -         -         2.7
  Earned Surplus
    or (Deficit)
    at End
    of Year        1,102.9    (42.0)    47.6    7.6    26.9   1.2   (3.5)   (16.3)    62.6      2.2       2.4    1,191.6

Total Capital
  and Earned
  Surplus or
  (Deficit)
  at End of
  Year            $1,174.3   $(42.5)  $171.8  $79.7   $27.4  $1.2  $(3.5)  $(16.3)  $455.9   $602.4 $(1,187.4)  $1,263.0

                                                    CONSOLIDATED PAPERS, INC.
                                                    AND SUBSIDIARY COMPANIES
                                                   CONSOLIDATING BALANCE SHEET
                                                     AS OF DECEMBER 31, 1999

                                                                           Consoli-
                                                                            dated
                                              Sup-   Consol-       Newaygo  Papers
                              Inter           erior  idated  For-  Forest   Interna-                  Intraco./
                Consolidated  Lake     Lake    Re-   Water   eign   Pro-    tional                    Interco.    Con-
(Dollars           Papers    Papers  Superior cycled Power   Sales ducts    Leasing                    Elim-    solidated
in millions)        Inc.      Inc.    Paper   Fiber  Company Corp. Limited   L.L.C.  Condepco CONCAN  inations    Total
<S>              <C>         <C>     <C>      <C>    <C>     <C>   <C>      <C>      <C>      <C>     <C>        <C>
Current
  Assets
Cash & market-
  able secur-
  ities           $    5.5   $   -   $   -    $  -    $  -   $ -   $ -     $  0.6   $  0.1    $  -      $  -     $    6.2
Receivables
  (less
   reserves)          88.1     23.5    13.4     2.4     0.4    -     -         -        -       3.4  (    3.4)      127.8
Inventories
  Finished
    stock             44.1     21.9     2.9     0.1      -     -     -         -        -        -         -         69.0
  Unfinished
    stock              7.4       .9      -       -       -     -     -         -        -        -         -          8.3
Raw materials
  & supplies          68.5     12.9     7.1     2.5     0.3    -     -         -        -        -         -         91.3
                     120.0     35.7    10.0     2.6     0.3   0.0   0.0       0.0      0.0      0.0       0.0       168.6

Other Prepaids         6.8     10.5     9.3     0.2     1.4    -     -         -       9.7     (1.2) (    3.8)       32.9
Total Current
  Assets             220.4     69.7    32.7     5.2     2.1   0.0   0.0       0.6      9.8      2.2  (    7.2)      335.5

Investment &
  Other Non-
    current
    Assets
Stock - Sub-
  sidiaries        1,453.3       -       -       -       -     -     -         -        -        -   (1,453.3)         -
Stock - other
  companies
    (at cost)         35.8       -       -       -      5.8    -     -         -        -        -         -         41.6
Commercial &
  residential
  property             3.0       -       -       -       -     -     -         -        -        -         -          3.0
Other
  receivables           -        -       -       -       -     -     -         -        -        -         -           -
Goodwill               4.9     85.3    27.9    12.5      -     -     -         -        -        -         -        130.6
Restricted cash
  related to
  lease                 -        -       -       -       -     -     -         -     443.8       -         -        443.8
Other prepaids         1.9      1.5    13.4     0.3      -     -     -         -        -        -         -         17.1
                   1,498.9     86.8    41.3    12.8     5.8   0.0   0.0       0.0    443.8       -   (1,453.3)      636.1
Advances to
  Affiliated
    Companies         22.7    102.4    13.4    30.0     0.4   1.2   0.1     286.3     25.7    602.5  (1,084.7)         -

Fixed Assets
  Bldgs., mach.
    & equip.       2,192.0    558.7   460.6    66.1    38.0    -    1.6     315.6       -        -         -      3,632.5
  Less:
    Accum-
    ulated
    Depre-
    ciation         (948.6)   (76.0)  (51.2)  (13.4)  (18.5)   -   (1.2)    (76.2)      -        -         -     (1,185.1)
                   1,243.4    482.7   409.4    52.7    19.5   0.0   0.4     239.4      0.0      0.0       0.0     2,447.4
Land & ripar-
  ian rights           8.9      1.8     1.2     0.2     2.4    -     -         -        -        -         -         14.6
Timberlands
  (less deple-
  tion)               27.6       -       -       -       -     -    0.1        -        -        -         -         27.7
Capital add-
  itions in
  process             37.1     19.4     5.3     0.3     2.6    -     -         -        -        -         -         64.7
                   1,317.0    503.9   415.8    53.2    24.5   0.0   0.5     239.4      0.0      0.0       0.0     2,554.3
Deferred
  Charges              0.2       -       -       -       -     -     -         -        -        -         -          0.2
Total Assets      $3,059.2   $762.8  $503.3  $101.2   $32.8  $1.2  $0.6    $526.3   $479.3   $604.7 ($2,545.2)   $3,526.2

                                                    CONSOLIDATED PAPERS, INC.
                                                    AND SUBSIDIARY COMPANIES
                                                   CONSOLIDATING BALANCE SHEET
                                                     AS OF DECEMBER 31, 1999

                                                                           Consoli-
                                                                            dated
                                              Sup-   Consol-       Newaygo  Papers
                              Inter           erior  idated  For-  Forest   Interna-                  Intraco./
                Consolidated  Lake     Lake    Re-   Water   eign   Pro-    tional                    Interco.    Con-
(Dollars           Papers    Papers  Superior cycled Power   Sales ducts    Leasing                    Elim-    solidated
in millions)        Inc.      Inc.    Paper   Fiber  Company Corp. Limited   L.L.C.  Condepco CONCAN  inations    Total
<S>              <C>         <C>     <C>      <C>    <C>     <C>   <C>      <C>      <C>      <C>     <C>        <C>
Current Lia-
  bilities
  Current Matur-
    ities of
    long-term
    debt          $   85.3   $   -   $   -    $  -    $  -   $ -   $ -     $   -    $   -     $  -      $  -     $   85.3
  Capital
    lease
    obliga-
    gation              -        -       -       -       -     -     -       11.7       -        -         -         11.7
  Leases
    payable            3.6       -       -       -       -     -     -         -        -        -         -          3.6
  Accounts
    payable           80.8     15.7     4.7     2.4      -     -     -         -        -        -         -        103.6
Accruals
  Salaries
    & wages           46.4      4.2     3.2      -       -     -     -         -        -        -         -         53.8
  Interest             9.0      2.0     1.4      -       -     -     -         -        -        -       (3.4)        9.0
  Income
    taxes              1.5       -     (0.7)   (0.1)     -     -     -         -        -        -         -          0.7
  Property
    taxes              7.4      1.1     2.0     0.2      -     -     -         -        -        -         -         10.7
  Payroll
    taxes &
    benefits          18.5      2.1     0.4      -       -     -     -         -        -        -         -         21.0
  Other
    accruals           8.9      0.4     1.8     0.3     0.4    -    0.1       3.8       -        -       (3.8)       11.9
    Total
      Accruals        91.7      9.8     8.1     0.4     0.4    -    0.1       3.8       -        -       (7.2)      107.1
Total Current
  Liabilities        261.4     25.5    12.8     2.8     0.4    -    0.1      15.5       -        -       (7.2)      311.3


Long-term debt
  Notes Payable      802.0       -       -       -       -     -     -         -        -        -         -        802.0

Capital lease
  obligation            -       1.0      -       -       -     -     -      466.8       -        -         -        467.8

Deferred Income
  Taxes              200.7     45.5    52.4     5.4     4.0    -     -       85.8     (0.4)      -       (2.4)      391.0

Post-Retir.
  Health Care        104.4     60.3     2.4      -       -     -     -         -        -        -         -        167.1

Other Noncurr.
  Liabilities         32.3      0.4     1.9      -       -     -     -      (25.5)    23.8       -          -        32.9

Advances from
  Affil. Cos.        393.0    414.1   262.0    13.3      -     -     -         -        -       2.3   (1,084.7)        -

Shareholders'
  Investment
  Preferred
    Stock               -      98.6      -       -       -     -     -         -        -        -    (   98.6)        -
  Common Stock
    Cons.
      Papers,
      Inc.            91.1       -       -       -       -     -     -         -        -        -          -        91.1
    Inter
      Lake
      Papers            -     159.9      -       -       -     -     -         -        -        -    (  159.9)        -
    Cons.
      Water
      Power
      Co.               -        -       -       -      1.0    -     -         -        -        -    (    1.0)        -
    Foreign
      Sales
      Corp.             -        -       -       -       -     -     -         -        -        -          -          -
    Newaygo
      Forest
      Prod.             -        -       -       -       -     -    4.0        -        -        -    (    4.0)        -
    CONCAN              -        -       -       -       -     -     -         -        -        -          -          -
                      91.1    159.9     0.0     0.0     1.0   0.0   4.0       0.0      0.0       -    (  164.9)      91.1

Capital
    surplus           71.4   ( 0.5)   124.2    72.1     0.5    -     -         -     393.3    600.2   (1,189.8)      71.4
  Reinvested
    earnings       1,108.3   (42.0)    47.6     7.6    26.9   1.2  (1.6)    (14.4)    62.6      2.2        3.0    1,201.4
  Cum. trans-
    lation
    adj.               1.7      -        -       -       -     -   (1.9)    ( 1.9)      -        -    (    0.6)      (2.7)
  Treasury
    stock             (7.1)     -        -       -       -     -     -         -        -        -          -        (7.1)
    Total          1,265.4   216.1    171.9    79.7    28.4   1.2    .5     (16.3)   455.9    602.4   (1,450.9)   1,354.1
Total Liabi-
  lities &
  Share-
  holders'
  Investment      $3,059.2  $762.8   $503.3  $101.2   $32.8  $1.2  $0.6    $526.3   $479.3    $604.7 ($2,545.2)  $3,526.2



                  WISCONSIN RIVER POWER COMPANY AND SUBSIDIARY
                          WISCONSIN RAPIDS, WISCONSIN
                                 BALANCE SHEET
                            AS OF DECEMBER 31, 1999

                                    ASSETS
(Dollars in millions)
<S>                                                                <C>
Utility Plant
  At cost when constructed                                         $ 28.0
    Less:  Reserve for depreciation                                 (14.9)
                                                                     13.1
Other Property and Investments
  Other physical property (at cost or less)                           1.1
  Stock  - other companies (at cost)                                  0.2
                                                                      1.3

Current and Accrued Assets
  Cash and marketable securities (at cost)                            3.7
  Accounts receivable - other                                          -
  Accounts receivable from associated companies                       0.5
  Mortgage notes received                                             0.1
  Interest received                                                     -
  Materials and supplies                                                -
  Prepaid expense                                                     0.1
                                                                      4.4

Deferred Debits
  Land development                                                    0.3
  Other                                                               0.4
                                                                      0.7

Total Assets                                                       $ 19.5

                           LIABILITIES AND CAPITAL
<S>                                                                <C>
Capital Stock
  Authorized 95,000 shares $100 par value                          $  9.4
    Less:  Shares unissued (1,400)                                    0.1
      Capital Stock Issued and Outstanding (93,600 Shares)            9.5

Current and Accrued Liabilities
  Accounts payable                                                    0.1
  Dividends payable                                                   1.1
  Federal and state income taxes accrued                              1.0
  Property taxes accrued                                              0.7
  Other accrued liabilities                                           0.2
                                                                      3.1

Deferred Credits and Other Liabilities                                0.4

Postretirement Benefits                                               0.1

Reinvested Earnings                                                   6.4

Total Liabilities and Capital                                      $ 19.5

                 WISCONSIN RIVER POWER COMPANY AND SUBSIDIARY
                          WISCONSIN RAPIDS, WISCONSIN
                STATEMENT OF NET INCOME AND REINVESTED EARNINGS
             FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 1999

(Dollars in millions)
<S>                                                                 <C>
Operating Revenues
  Sales of electric energy                                          $ 5.4
  Sales of water and other operating revenues                         0.2
    Total Operating Revenues                                          5.6

Operating Expenses and Taxes
  Operation                                                           0.6
  Maintenance                                                         0.7
  Administrative and General Expenses
    Management and supervision fees                                   0.7
    Injuries and damages                                              0.1
    Other administrative and general expenses                         0.3
  Depreciation                                                        0.4
  Taxes
    Federal and State income taxes (Note 2)                           0.8
    Property taxes                                                    0.7
    Other taxes                                                        -

      Total Operating Expenses                                        4.3

Operating Income                                                      1.3

Other Income (Deductions) (Net) (Notes 3 & 4)                         1.7

Income Before Interest Charges                                        3.0

Interest Expense                                                       -

Net Income                                                            3.0

                       STATEMENT OF REINVESTED EARNINGS

Reinvested earning, January 1                                          5.3
Net Income, 1999                                                       3.0
  Less:  Cash dividends                                                1.9

Reinvested Earnings, December 31, 1999                               $ 6.4

Note 1 -	Deferred credits and other liabilities consist of the following items:

                                                             1999
           <S>                                              <C>
           Deferred Income Tax                               $ 0.4
           Deferred Investment Tax Credit                       -
           Other Credits and Liabilities                        -

             Total                                           $ 0.4

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

                                                             1999
           <S>                                              <C>
           Current                                           $ 0.8
           Deferred                                             -
           Deferred Investment Tax Credit                       -
             Total                                           $ 0.8

Note 3 -	Included in "Other Income and Deductions (Net)" are the following
income tax items:

                                                             1999
           <S>                                              <C>
           Current                                           $ 1.0
           Deferred                                             -
           Investment Tax Credit Ratably Restored               -
             Total                                           $ 1.0

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.

                                                            1999
           <S>                                              <C>
           Land Development Sales                            $ 0.9
             Less:  Cost of Sales                              0.4
                    Selling Expense                            0.3
                    Administrative Expense                     0.1

             Income (Loss) Before Tax                        $ 0.1

                               EXHIBIT "AA"

A sales analysis for Consolidated Water Power Company and Wisconsin River
Power Company for the calendar year ended December 31, 1999.


                       CONSOLIDATED WATER POWER COMPANY
                         WISCONSIN RAPIDS, WISCONSIN
                                SALES ANALYSIS
                         YEAR ENDED DECEMBER 31, 1999
                                                                      Revenue
                               Location                  KWH     (In millions)
<S>                     <C>                         <C>               <C>
Electric Energy
Sold at Retail
Residential and rural   Village of Biron, WI            3,981,168     $  0.2
Residential and rural   Town of Grand Rapids, WI        5,881,463        0.3
Residential and rural   Town of Plover, WI              4,484,279        0.2
Residential and rural   Town of Grant, WI                 392,905         -
Residential and rural   Wisconsin Rapids, WI              209,496         -
  Total                                                14,949,311        0.7

Electric Energy
Sold at Wholesale
WI Power & Light Co.    Wisconsin Rapids, WI                 -            -
WI Public Service Corp. Wisconsin Rapids, WI              657,000         -
WI Public Service Corp. Stevens Point, WI                    -            -
  Total                                                   657,000        0.0

Interco. Sales of
Electric Energy
Consolidated Papers, Inc. Wisconsin Rapids, WI        254,915,572        7.2
Consolidated Papers, Inc. Village of Biron, WI        542,146,276       15.2
Consolidated Papers, Inc. Stevens Point, WI           186,721,913        5.3
Consolidated Papers, Inc. Village of Whiting, WI      377,529,500       10.7
  Total                                             1,361,313,261       38.4

Interco. Sales
of Water Power
Consolidated Papers, Inc. Wisconsin Rapids, WI               -            -
Consolidated Papers, Inc. Village of Biron, WI               -            -
Consolidated Papers, Inc. Village of Whiting, WI             -            -
  Total                                                      -            -

Utility Sale of Water                                        -           0.0

Miscellaneous Income                                         -           0.1

  Total                                             1,376,919,572     $ 39.2

                        WISCONSIN RIVER POWER COMPANY
                         WISCONSIN RAPIDS, WISCONSIN
                                SALES ANALYSIS
                         YEAR ENDED DECEMBER 31, 1999
                                                                Revenue
                                Location              KWH*   (In millions)
<S>                       <C>                      <C>          <C>
Electric Energy Sold
  at Wholesale
    Consolidated Water
      Power Co.           Wisconsin Rapids, WI      56,594,000   $1.8
    Wisconsin Power &
      Light Co.           Madison, WI               56,594,000    1.8
    Wisconsin Public
        Service Corp.     Stevens Point, WI         56,594,000    1.8
      Total                                        169,782,000    5.4

Miscellaneous Income                                      -        .2

  Total                                            169,782,000   $5.6


*	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 1999 were:

                                                                KWH*

           Consolidated Water Power Company                  56,594,000
           Wisconsin Power & Light Company                   56,594,000
           Wisconsin Public Service Corporation              56,594,000
                                                            169,782,000

                                  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 22nd day of February, 2000.



                                 CONSOLIDATED PAPERS,INC.



                                 By  /s/ Gorton M. Evans
                                     Gorton M. Evans
                                     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, 1999 consolidated balance
sheet and the consolidated statements of income,
shareholders' equity and cash flows for the twelve-month
period ended 12/31/99 is qualified in its entirety by
references to such financial statements.

</LEGEND>
<MULTIPLIER>      1,000

<S>                                                       <C>
<PERIOD-START>                                            JAN-01-1999
<PERIOD-TYPE>                                                    YEAR
<FISCAL-YEAR-END>                                         DEC-31-1999
<PERIOD-END>                                              DEC-31-1999
<BOOK-VALUE>                                                 PER-BOOK
<TOTAL-ASSETS>                                              3,526,173
<TOTAL-OPERATING-REVENUES>                                    163,784
<NET-INCOME>                                                   66,076


</TABLE>


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