EXHIBIT 99.3
                                OFFER TO EXCHANGE

                           MIDDLE AMERICAN TISSUE INC.

                                OFFER TO EXCHANGE

           15% Series B Senior Secured Discount Notes due 2007 for any

                        and all outstanding 15% Series A

                     Senior Secured Discount Notes due 2007


Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:


     Middle American Tissue Inc. (the "Company"), a Delaware corporation, is
offering, upon and subject to the terms and conditions set forth in the
Prospectus dated _____________________ (the "Prospectus") and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange
Offer") its 15% Series B Senior Secured Discount Notes due July 15, 2007 (the
"Exchange Notes") for any and all of its outstanding 15% Series A Senior Secured
Discount Notes due July 15, 2007 (the "Old Notes" and, together with the
Exchange Notes, the "Notes"). The Exchange Offer is being made in order to
satisfy certain obligations of the Company contained in the Registration Rights
Agreement dated as of July 9, 1999 between the Company and the initial
purchasers of the Old Notes referred to therein.

     We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

     1. The Prospectus;

     2. The Letter of Transmittal for your use and for the information of your
clients;

     3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if certificates for Old Notes are not immediately available or time will not
permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;

     4. A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the





name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Exchange Offer;

     5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

     6. Return envelopes addressed to The Chase Manhattan Bank, the Exchange
Agent for the Old Notes.

     Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on __________, unless extended by the Company (the
"Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
exchange Agent and certificates representing Old Notes should be delivered to
the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.

     If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer-Guaranteed Delivery Procedure."

     The Company will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Old Notes pursuant to the Exchange
Offer. The Company will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related documents
to the beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in Instruction 6 of the Letter of Transmittal.

     Old Notes not tendered for exchange will remain outstanding and will not
retain any rights under the Registration Rights Agreement dated as of July 9,
1999 between the Company and the initial purchasers of the Old Notes referred to
therein.





     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Chase
Manhattan Bank, the Exchange Agent, as its address and telephone number set
forth on the front of the Letter of Transmittal.

                                                     Very truly yours,


                                                     Middle American Tissue Inc.


     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT, OR MAKE ANY STATEMENTS ON BEHALF OF THE
COMPANY WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.