BADGER PAPER MILLS INC
10-Q, 1996-08-14
PAPER MILLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                F O R M  1 0 - Q


             [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                                       OR

          [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ________________ to ______________

                            Commission File No. 0-795

                            BADGER PAPER MILLS, INC.
             (Exact name of registrant as specified in its charter)

            Wisconsin                                              39-0143840
   (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                         Identification No.)

        200 West Front Street
        Peshtigo, Wisconsin                                             54157
   (Address of principal executive office)                         (Zip Code)

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


   Indicate by checkmark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that
   the registrant was required to file such report(s), and (2) has been
   subject to such filing requirements for the past 90 days.  
   [X] Yes.  [_] No.

   Indicate the number of shares outstanding of each of the issuer's classes
   of common stock, as of the last practicable date:  As of June 30, 1996,
   1,945,130.

   Indicate total number of pages contained in document filed: 11.


   <PAGE>
                            BADGER PAPER MILLS, INC.

                                      INDEX


                                                                    Pages    

   FINANCIAL INFORMATION

   Consolidated Interim Statements of 
     Operations and Retained Earnings - 
     Quarter and Six Months Ended 
     June 30, 1996 and 1995                                           3

   Consolidated Balance Sheets - June 30, 1996 and 
     December 31, 1995                                                4 

   Consolidated Statements of Cash Flows - Six Months
     Ended June 30, 1996 and 1995                                     5

   Notes to Financial Statements                                    6-8

   MANAGEMENT DISCUSSION AND ANALYSIS                               8-9

   OTHER INFORMATION                                                 10


   SIGNATURES                                                        11



   <PAGE>
                     BADGER PAPER MILLS, INC. AND SUBSIDIARY
                       CONSOLIDATED INTERIM STATEMENTS OF
                        OPERATIONS AND RETAINED EARNINGS
                                   (UNAUDITED)

   (dollars in thousands, except per share data)

                             Three Months Ended     Six Months Ended    
                             June 30,    June 30,   June 30,   June 30, 
                               1996       1995        1996       1995   

   Net Sales                   $20,778    $24,412    $39,232    $46,526 
   Cost of Sales                18,434     21,511     36,733     42,436 
                               -------    -------    -------    ------- 
     Gross Margin                2,344      2,901      2,499      4,090 
                                                  
   Selling and 
     Administrative Expenses     1,037      1,040      1,966      1,917 
   Pulp Mill Closure Costs       7,430          -      7,430          - 
                               -------    -------    -------    ------- 
     Operating Income (Loss)    (6,123)     1,861     (6,897)     2,173 
                                                  
   Other Income, Net                 -        195         30        624 
   Gain on Sale of
     Timberlands                 4,620          -      4,620          - 
   Interest Expense               (267)      (353)      (526)      (728)
                               -------    -------    -------    ------- 
     Income (Loss) Before 
          Income Taxes          (1,770)     1,703     (2,773)     2,069 

   Income Tax 
     Expense (Benefit)            (602)       579       (943)       704 
                               -------    -------    -------    ------- 
         Net Income (Loss)      (1,168)     1,124     (1,830)     1,365 
                               -------    -------    -------    ------- 
   Retained Earnings, 
     Beginning of Period        19,869     18,323     20,635     18,082 

   Cash Dividends                  (97)         -       (195)         - 
   Unrealized Gain (Loss) 
     on Securities 
     Held for Sale                   6          -          -          - 
                               -------    -------    -------    ------- 
   Retained Earnings, 
     End of Period             $18,610    $19,447    $18,610    $19,447 
                               =======    =======    =======    ======= 
      Net Earning (Loss) 
        Per Share               ($0.60)     $0.57     ($0.94)     $0.70 

   Dividends Per Share           $0.05          -      $0.10          - 
                                                             
   Average Shares 
     Outstanding             1,945,130  1,957,330  1,944,330  1,957,187 


             See Notes to Financial Statements.              

   <PAGE>
                     BADGER PAPER MILLS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


   (dollars in thousands)

                                        June 30, 1996   December 31, 1995

   ASSETS:                                 
   Current Assets:                         
      Cash & Cash Equivalents                $3,307         $   835 
      Marketable Securities                   1,378           3,138 
      Accounts Receivable - Net               7,960           6,955 
      Deferred Income Taxes                   1,059           1,059 
      Inventories                             8,054           7,314 
      Refundable Income Taxes                 1,286             173 
      Other Current Assets                      251             560 
                                             ------          ------ 
         Total Current Assets                23,295          20,034 

   Property, Plant, Equipment &
    Timberlands                              77,150          76,496 
      Less Allowance for Depreciation 
        & Depletion                         (53,877)        (46,156)
                                            -------         ------- 
         Total Property, Plant, Equipment 
           & Timberlands                     23,273          30,340 
   Other Assets                               2,150           2,170 
   Restricted Funds from 
     Industrial Revenue Bonds                     -              34 
                                            -------         ------- 

   TOTAL ASSETS                             $48,718         $52,578 
                                            =======         ======= 

   LIABILITIES AND STOCKHOLDERS' EQUITY:            
   Current Liabilities:                             
      Current Portion of Long-Term Debt         115             115 
      Accounts Payable                        5,581           5,823 
      Accrued Liabilities                     4,807           3,637 
                                            -------         ------- 
         Total Current Liabilities           10,503           9,575 

   Deferred Income Taxes                      2,604           2,604 
   Long Term Debt                            14,212          17,236 
   Other Liabilities                          1,951           1,720 
                                            -------         ------- 
      Total Liabilities                      29,270          31,135 

   STOCKHOLDERS' EQUITY:                            
   Common stock, no par value:                      
      4,000,000 shares authorized                   
      2,160,000 shares issued                 2,700           2,700 
   Additional paid-in capital                   178             168 
   Retained Earnings                         18,610          20,633 
   Less treasury shares at cost:                    
   214,870 - 6/30/96; 217,670 - 12/31/95     (2,040)         (2,058)
                                            -------         ------- 
        Total Stockholders' Equity           19,448          21,443 

   TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY                                  $48,718         $52,578 
                                            =======         ======= 

         See Notes to Financial Statements


   <PAGE>
                     BADGER PAPER MILLS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

   (dollars in thousands)                      Six Months Ended       
                                            June 30,        June 30, 
                                              1996            1995   

   Cash Flows from Operating Activities:
     Net (Loss) Income                       ($1,830)         $1,365 
     Adjustments to Reconcile to Net Cash 
       Provided By (Used In) Operating
         Activities:
     Depreciation                              1,570           1,643 
     Net Proceeds from Sales (Purchases) 
       of Marketable Securities                2,064             (30)
     Unrealized Gain on 
       Marketable Securities                    (304)           (330)
     Gain on Sale of Timberlands              (4,620)              - 
     Increase in Accounts Receivables, Net    (1,005)         (1,747)
     (Increase) Decrease in Inventories         (740)            367 
     Decrease in Accounts Payable 
       and Accrued Liabilities                   928             869 
     (Increase) Decrease Other                  (551)            173 
                                             -------         ------- 
       Net Cash (Used in) Provided by 
         Operating Activities                 (4,488)          2,310 
                                             -------         ------- 

   Cash Flows From Investing Activities:
    Retirements from (Additions to)
      Property, Plant and Equipment, Net       5,337          (1,177)
    Proceeds from Sale of Timberlands          4,780               - 
    Decrease in Restricted Funds from 
      Industrial Revenue Bonds                    34           1,589 
                                             -------        -------- 
       Net Cash Provided by 
         Investing Activities                 10,151             412 
                                             -------        -------- 
   Cash Flows from Financing Activities:
     Payments on Long-Term Debt               (3,024)         (3,822)
     Sale of Treasury Stock                       28               - 
     Dividends Paid                             (195)              - 
                                             -------         ------- 
       Net Cash Used in Financing Activities  (3,191)         (3,822)
                                             -------         ------- 
     Net Increase (Decrease) in Cash 
       and Cash Equivalents                    2,472          (1,100)
     Cash and Cash Equivalents:
       Beginning of Period                       835           1,375 
                                             -------         ------- 
       End of Period                          $3,307         $   275 
                                             =======         ======= 

           See Notes to Financial Statements.

   <PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


   A.   BASIS OF PRESENTATION

        The unaudited financial statements have been prepared by Badger Paper
   Mills, Inc. (the "Company") pursuant to the rules and regulations of the
   Securities and Exchange Commission ("SEC") and, in the opinion of the
   Company, included all adjustments necessary for a fair statement of
   results for each period shown.  These adjustments were of a normal
   recurring nature.  Certain information and footnote disclosures normally
   included in financial statements prepared in accordance with generally
   accepted accounting principles have been condensed or omitted pursuant to
   such SEC rules and regulations.  The Company believes that the disclosures
   made are adequate to make the information presented not misleading.  It is
   suggested that these financial statements be read in conjunction with the
   financial statements and notes thereto included in the Company's latest
   annual report.

   B.   INCOME TAXES

        The provision for income tax expense or benefit has been computed by
   applying an estimated annual effective tax rate.  This rate was a 34%
   benefit for the quarter and six months ended June 30, 1996, resulting from
   the Company's operating losses during such periods.  For the quarter and
   six months ended June 30, 1995, the Company provided for a 34% expense.

   C.   EARNINGS PER SHARE

        Earnings per share of common stock are based on weighted average
   number of shares of common stock outstanding.

   D.   INVENTORIES

        The major classes of inventories are as follows (in thousands):

                                                 June 30,     December 31,
                                                   1996          1995

     Raw materials                                $4,599         $3,483
     Work in process and finished stock            3,455          3,831
                                                  ------         ------
                                                  $8,054         $7,314
                                                  ======         ======
   <PAGE>
   E.   DEBT
   
        The Company's revolving credit facility provides for borrowings up to
   $13 million.  The credit facility was amended in August, 1996, to extend
   its expiration to April 30, 1999, and to provide for financial covenants
   which are less restrictive than provided in the prior agreement.  An
   annual commitment fee of 3/8% is payable quarterly for unused amounts
   under the credit facility.  Interest on borrowings is at the LIBOR rate
   plus 1.75% (totaling 7.1875% at June 30, 1996).  Borrowings are
   collateralized by inventory, accounts receivable, marketable securities
   and certain property, plant and equipment.  Approximately $5,000,000 was
   borrowed under the revolving credit facility as of June 30, 1996.

        Interest on the Company's outstanding IDRBs is payable monthly at
   floating rates determined by remarketing agents (3.45% at June 30, 1996)
   and may be converted to fixed rates at certain dates in the future, at the
   Company's option, as specified in the agreements.  Approximately
   $7,600,000 principle amount of IDRBs was outstanding as of June 30, 1996.

        The IDRBs are collateralized by bank letters of credit expiring in
   1999. The Company pays annual fees at 1% of the amount available under the
   letters of credit.  As amended in August, 1996, the letters of credit
   require, among other items, the Company to maintain minimum tangible net
   worth of $17,300,000 through June 29, 1997 ($18,500,000 from June 30, 1997
   through December 30, 1997; $20,000,000 from December 31, 1997 through June
   29, 1998; $22,000,000 from June 30, 1998 through December 30, 1998; and,
   $24,500,000 December 31, 1998 and thereafter) and a current ratio of 1.9
   to 1.0 or greater.  Additionally, dividends and treasury stock purchases
   are limited to 33% of the Company's cumulative net income from July 1,
   1996.

        At June 30, 1996, approximately $1,700,000 principle amount was
   outstanding under an Urban Development Action Grant.  The grant is
   repayable in monthly installments of $15,437, including interest at an
   effective rate of approximately 6.5%, through maturity in April, 2000, at
   which time a final payment of $1,499,490 is due.  This grant is
   collateralized by certain machinery and equipment. 

   F.   CONTINGENCIES

        The Company operates in an industry which is subject to laws and
   regulations at both federal and state levels relating to the protection of
   the environment.  The Company undergoes continued environmental testing

   <PAGE>
   and analysis, and the precise cost of compliance with environmental
   requirements has not been determined.

        In addition, from time to time, the Company is subject to various
   claims, the ultimate outcomes of which management cannot predict. 
   Management believes that the outcomes will not have a material adverse
   effect on the Company's consolidated financial position or results of
   operations.

   <PAGE>

   ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

   Results of Operations
    
   Sales for the second quarter, 1996 totaled $20,778,000 compared to
   $24,412,000 for the second quarter, 1995 or a 14.9% decrease.  Shipments
   increased by 5.6% and average selling price decreased by 22.4% during this
   time frame.  Paper prices continued the downward trend which started in
   the fourth quarter, 1995.                               

   Sales for the six-month period ending June 30, 1996, were $39,232,000
   compared to $46,526,000 for the same period a year ago. The decreased
   revenue for the first six months of 1996 is reflective of an approximate
   5% decrease in shipments and a 13% decrease in average selling price. 
        
   Cost of sales decreased 14% and 13% respectively for the second quarter
   and six months of 1996, compared to the same periods a year earlier. The
   decreased volume of shipments plus the decreased costs of purchased fiber
   were the primary factors affecting cost of sales.

   Selling and administrative expenses have remained relatively constant for
   the second quarter and first half of 1996 as compared to the second
   quarter and first half of 1995, $1,037,000 and $1,966,000 for 1996 and
   $1,040,000 and $1,917,000 for 1995.

   The Company recorded a second quarter, 1996 charge in the amount of
   $7,430,000 resulting from the closure of the Company's pulp mill.  The
   charge includes the write-off of pulp mill fixed assets and inventories,
   costs associated with early retirement or severance of certain workers,
   and a provision for ongoing maintenance and security costs.  The charge
   for the discontinued pulp operations was partially offset by a second
   quarter gain in the amount of $4,620,000 from the sale of timberlands
   located in Northern Wisconsin and the Upper Peninsula of Michigan that
  
  <PAGE>
   were no longer compatible with the Company's fiber requirements.  Proceeds
   from the sale of the timberlands were used to retire debt.  Excluding the
   charge related to the discontinued pulp operations and the gain related to
   the sale of the timberlands, the Company's second quarter, 1996 net income
   was $686,000, or $.35 per share.

   Liquidity and capital resources

   Capital expenditures during the second quarter and six months, 1996
   amounted to $574,000 and $999,000, as compared to $835,000 and $1,177,000
   during the same periods in 1995.  Capital expenditures were maintained at
   levels to sustain manufacturing operations.

   In the second quarter of 1996, the Company started the construction of a
   $7.5 million stock preparation facility that is expected to be completed
   late in the fourth quarter of 1996.  The completion of this project will
   allow for improved formulation and processing of wet end stock fibers.  It
   will also allow the Company to expand its specialty manufacturing
   capabilities by the segregation of the Company's two paper machines white
   water and stock recovery systems.

   The Company operates in an industry which is subject to laws and
   regulations at both federal and state levels relating to the protection of
   the environment.  The Company undergoes continued environmental testing
   and analysis, and the precise cost of compliance with environmental
   regulations has not been determined for the Company's operations.

   As of June 30, 1996, the Company's capital resources for funding ongoing
   operations and capital expenditures includes $4,685,000 of cash and
   marketable securities, and a $13,000,000 revolving credit facility, of
   which $5,000,000 is currently used.  The Company believes it has adequate
   capital resources to meet its near-term capital and operating needs.

   Cash used in operating activities totaled $4,488,000 for the first six
   months of 1996, compared to cash provided by operating activities for the
   first half of 1995 of $2,310,000.  Net cash provided by investing
   activities was $10,151,000 for the first six months of 1996 compared to
   $412,000 for the same period in 1995.  The main items affecting cash were
   the $4,620,000 gain on sale of the major portion of the Company's
   timberlands and retirement of $5,337,000 of assets associated with the
   pulp mill.   
 
  <PAGE>
                           PART II.  OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits:

             (4)  Sixth Amendment and Waiver dated August 9, 1996 to the
                  Credit Agreement dated June 30, 1993, between Badger Paper
                  Mills, Inc., Plas-Techs, Inc., and Harris Trust & Savings
                  Bank.

             (27) Financial data schedules

   <PAGE>

                                    SIGNATURE


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

                                        BADGER PAPER MILLS, INC.      
                                            (Registrant)


   DATE: August 13, 1996                By /s/ Claude L. Van Hefty    
                                               Claude L. Van Hefty    
                                               President (Chief
                                               Executive Officer)


   DATE: August 13, 1996                By /s/ Miles L. Kresl, Jr.    
                                               Miles L. Kresl, Jr.    
                                               Vice President/Administration,
                                               Corporate Secretary, &
                                               Treasurer (Principal Financial
                                               Officer) 

   <PAGE>

                                  EXHIBIT INDEX

   Exhibit No.         Description

    (4)          Sixth Amendment and Waiver dated August 9, 1996 to the
                 Credit Agreement dated June 30, 1993, between Badger Paper
                 Mills, Inc., Plas-Techs, Inc., and Harris Trust & Savings
                 Bank.

    (27)         Financial Data Schedule


                 SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER


   Harris Trust and Savings Bank
   111 West Monroe Street
   Chicago, Illinois  

   Gentlemen:

        The undersigned, BADGER PAPER MILLS, INC., a Wisconsin corporation
   ("Badger"), and PLASTECHS, INC., a Wisconsin corporation ("PlasTechs")
   (collectively, Badger and PlasTechs are hereinafter sometimes referred to
   as "Borrowers"), refers to the Credit Agreement dated as of June 30, 1993,
   as amended from time to time (the "Agreement") and currently in effect
   between the Borrowers and you (the "Bank").  All capitalized terms used
   herein without definition shall have the same meanings as they have in the
   Agreement.

        The Borrowers hereby apply to the Bank for certain modifications to
   the Agreement and the Borrowers' borrowing arrangements with the Bank, and
   for the waiver of certain covenants of the Agreement.

   1.   AMENDMENT.

        Upon your acceptance hereof in the space provided for that purpose
   below, the Agreement shall be and hereby is amended as follows:

        (a)  Section 7.7 of the Agreement is hereby amended in its entirety
   to read as follows:

             Section 7.7.   Consolidated Tangible Net Worth.  Badger will, as
             of the last day of each fiscal month ending during each of the
             periods specified below maintain Consolidated Tangible Net Worth
             at not less than:
                                                          CONSOLIDATED
                                                          TANGIBLE NET
                                                           WORTH SHALL
            FROM AND                 TO AND                NOT BE LESS
           INCLUDING                INCLUDING                 THAN

          July 1, 1996            June 29, 1997             $17,300,000
         June 30, 1997          December 30, 1997            18,500,000
       December 31, 1997          June 29, 1998              20,000,000
         June 30, 1998          December 30, 1998            22,000,000
       December 31, 1998           Thereafter                24,500,000

        (b)  Section 7.13 of the Agreement is hereby amended in its entirety
   to read as follows:

             Section 7.13.  Capital Expenditures.  Badger will not, nor will
             it permit any Subsidiary to, expend or become obligated for
             Capital Expenditures in an aggregate amount in excess of the
             following:

             Fiscal Year 1996  . . . . . . . . . . .   $11,000,000
             Fiscal Year 1997  . . . . . . . . . . .     8,000,000
             Fiscal Year 1998  . . . . . . . . . . .     6,000,000
             Fiscal Year 1999  . . . . . . . . . . .     4,000,000

        (c)  Section 7.15 of the Agreement is hereby amended in its entirety
   to read as follows:

             Section 7.15.  Dividends and Certain Other Restricted Payments. 
             Badger will not, without the prior written consent of the
             Lenders, declare or pay any dividends on or make any other
             distributions in respect of any class of its capital stock
             (other than dividends payable solely in its capital stock) and
             no Borrower will directly or indirectly or through any
             Subsidiary purchase, redeem or otherwise acquire or retire any
             of its capital stock (all such payments and distributions are
             collectively referred to as "Restricted Payments"); provided,
             however, Badger may declare and make Restricted Payments only
             after July 1, 1996 so long as (i) no Default or Event of Default
             exists prior to or would result after giving effect to any such
             Restricted Payments; and (ii) after giving effect to any such
             Restricted Payments made during the period (taken as a single
             accounting period) commencing July 1, 1996 and ending on the
             last day of the most recent fiscal month for which financial
             statements have been delivered shall not exceed 33% of the
             Consolidated Net Income for such period; notwithstanding, Badger
             may make a Restricted Payment up to $150,000.

        (d)  Section 10 of the Agreement is hereby amended as follows:

             The definition of "Termination Date" appearing in Section 10 of
             the Agreement is hereby amended by deleting the date "April 30,
             1998" appearing therein and inserting in its place the date
             "April 30, 1999".


   2.   WAIVER.

        Badger has indicated that as of June 30, 1996 it was not in
   compliance with the terms of the Agreement as follows and upon
   satisfaction of the conditions precedent set forth in Section 3 hereof:

             (a)  As of such date, Badger's Tangible Net Worth was
        $19,452,722.  Section 7.7 of the Agreement requires Badger maintain a
        Consolidated Net Worth of not less than $20,000,000.  The Bank hereby
        waives non-compliance by the Borrowers with Section 7.7 of the
        Agreement for the period ending June 30, 1996 through the effective
        date of this Amendment.

             (b)  As of such date, Badger exceeded the Restricted Payment by
        $622,671.  The Bank hereby waives non-compliance by the Borrowers
        with Section 7.15 of the Agreement for the period ending June 30,
        1996 through the effective date of this Amendment.

             (c)  The waiver contained in Sections 2(a) and 2(b) of this
        Amendment is limited to matters set forth in those Sections, and the
        Borrowers agree that they remain obligated to comply with the terms
        of the Agreement, including Sections 7.7 and 7.15 of the Agreement,
        and that the Bank shall not be obligated in the future to waive any
        provision of the Agreement.


   3.   CONDITIONS PRECEDENT.

        The effectiveness of this Sixth Amendment is subject to the
   satisfaction of all of the following conditions precedent:

             (a)  The Borrowers and the Bank shall have executed this Sixth
        Amendment.

             (b)  The Bank shall have received copies executed or certified
        (as may be appropriate) of all legal documents or proceedings taken
        in connection with the execution and delivery hereof and the other
        instruments and documents contemplated hereby.

             (c)  All legal matters incident to the execution and delivery
        hereof and of the instruments and documents contemplated hereby shall
        be satisfactory to the Bank and its counsel.


   4.   REPRESENTATIONS.

        In order to induce the Bank to execute and deliver this Sixth
   Amendment, the Borrowers hereby represent to the Bank that as of the date
   hereof and as of the time that this Sixth Amendment becomes effective,
   each of the representations and warranties set forth in Section 5 of the
   Agreement are and shall be and remain true and correct (except that the
   representations contained in Section 5 shall be deemed to refer to the
   most recent financial statements of the Borrowers delivered to the Bank)
   and the Borrowers are in full compliance with all of the terms and
   conditions of the Agreement and no Default as defined in the Agreement as
   amended hereby nor any Event of Default as so defined, shall have occurred
   and be continuing or shall arise after giving effect to this Sixth
   Amendment.


   5.   MISCELLANEOUS.

        (a)  Collateral Security Unimpaired.  The Borrowers hereby agree that
   notwithstanding the execution and delivery hereof, the Collateral
   Documents shall be and remain in full force and effect and that any rights
   and remedies of the Bank thereunder, obligations of the Borrowers
   thereunder and any liens or security interests created or provided for
   thereunder shall be and remain in full force and effect and shall not be
   affected, impaired or discharged hereby.  Nothing herein contained shall
   in any manner affect or impair the priority of the liens and security
   interest created and provided for by the Collateral Documents as to the
   indebtedness which would be secured thereby prior to giving effect hereto.

        (b)  Effect of Amendment.  Except as specifically amended and
   modified hereby, the Agreement shall stand and remain unchanged and in
   full force and effect in accordance with its original terms.  Reference to
   this specific Amendment need not be made in any note, instrument or other
   document making reference to the Agreement, any reference to the Agreement
   in any of such to be deemed to be a reference to the Agreement as amended
   hereby.

        (c)  Costs and Expenses.  The Borrowers agree to pay on demand all
   out-of-pocket costs and expenses incurred by the Bank in connection with
   the negotiation, preparation, execution and delivery of this Sixth
   Amendment and the documents and transactions contemplated hereby,
   including the fees and expenses of counsel to the Bank with respect to the
   foregoing.

        (d)  Counterparts; Governing Law.  This Sixth Amendment may be
   executed in any number of counterparts and by different parties hereto on
   separate counterparts, each of which when so executed shall be an original
   but all of which to constitute one and the same agreement.  This Agreement
   shall be governed by the internal laws of the State of Illinois.

        Dated as of August 9, 1996.

                                      BADGER PAPER MILLS, INC.



                                      By:  _________________________________
                                           Its: ___________________________



                                      PLASTECHS, INC.



                                      By:  _________________________________
                                           Its: ___________________________



        Accepted and agreed to at Chicago, Illinois, as of the date and year
   last above written.

                                      HARRIS TRUST AND SAVINGS BANK



                                      By:  _________________________________
                                           Its: Vice President

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF BADGER PAPER MILLS, INC. AS OF AND
FOR THE QUARTERS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-START>                             APR-01-1996             JAN-01-1996
<PERIOD-END>                               JUN-30-1996             JUN-30-1996
<CASH>                                           3,307                   3,307
<SECURITIES>                                     1,378                   1,378
<RECEIVABLES>                                    7,960                   7,960
<ALLOWANCES>                                         0                       0
<INVENTORY>                                      8,054                   8,054
<CURRENT-ASSETS>                                23,295                  23,295
<PP&E>                                          77,150                  77,150
<DEPRECIATION>                                  53,877                  53,877
<TOTAL-ASSETS>                                  48,718                  48,718
<CURRENT-LIABILITIES>                           10,503                  10,503
<BONDS>                                         14,212                  14,212
                                0                       0
                                          0                       0
<COMMON>                                         2,700                   2,700
<OTHER-SE>                                         179                     179
<TOTAL-LIABILITY-AND-EQUITY>                    48,718                  48,718
<SALES>                                         20,778                  39,232
<TOTAL-REVENUES>                                20,778                  39,232
<CGS>                                           18,434                  36,733
<TOTAL-COSTS>                                   19,471                  38,699
<OTHER-EXPENSES>                                 7,430<F1>               7,430<F1>
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                 267                     526
<INCOME-PRETAX>                                (1,770)                 (2,773)
<INCOME-TAX>                                     (602)                   (943)
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   (1,168)                 (1,830)
<EPS-PRIMARY>                                    (.60)                   (.94)
<EPS-DILUTED>                                        0                       0
<FN>
<F1>Pulp Mill Closure Charge
</FN>
        

</TABLE>


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