SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                               F O R M  1 0 - Q/A


             [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: 3.


   
   The registrant hereby amends Item 4 of Part II of its Quarterly Report on
   Form 10-Q for the quarter ended June 30, 1996, to provide in its entirety
   as follows:

   Item 4 - Submission of Matters to a Vote of Security Holders

   a.       On Tuesday, May 14, 1996, at 10:00 a.m., the Annual Meeting of
            Shareholders of Badger Paper Mills, Inc. was held at the Best
            Western Riverfront Inn, 1821 Riverside Avenue, Marinette,
            Wisconsin 54143.

   b.       Two directors were elected at the meeting to the term to expire
            at the 1999 Annual Meeting.  The elected directors are Bennie C.
            Burish and Edwin A. Meyer, Jr.  Other directors are Claude L. Van
            Hefty and Ralph D. Searles, whose terms expire at the Annual
            Meeting in 1997, and Earl R. St. John, Jr. and Thomas J. Kuber,
            whose terms expire at the Annual Meeting in 1998.

   c.       Shareholders voted in favor of the proposed amendment to the
            restated articles of incorporation providing for a board with
            staggered terms and requiring a two-thirds vote of shareholders
            to remove directors.  The vote tallied was 1,282,208 shares
            "for", 444,721 shares "against", and 5,808 shares abstaining.

   d.       Shareholders voted against the shareholder proposal to restore
            full voting power to such shareholder in the event that such 
            shareholder acquires shares of Badger Paper Mills, Inc. in excess
            of 20% of the number of outstanding shares.  The vote tallied
            was 456,228 shares "for", 1,233,130 shares "against", and 7,577
            shares abstaining.

   e.       Shareholders voted against the shareholder proposal to create a
            shareholders advisory committee.  The vote tallied was 372,667
            shares "for", 1,319,447 shares "against", and 4,821 shares
            abstaining.

   
                                    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: January 13, 1997                        By /s/ Claude L. Van Hefty 
                                                        Claude L. Van Hefty
                                                                  President
                                                  (Chief Executive Officer)

   DATE: January 13, 1997                        By /s/ Miles L. Kresl, Jr.
                                                        Miles L. Kresl, Jr.
                                             Vice President/Administration,
                                           Corporate Secretary, & Treasurer
                                              (Principal Financial Officer)