SecProbe.io

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							May 12, 2005

via facsimile and U.S. mail

Mr. Paul M. Bouthilet
Vice President and Chief Financial Officer
Badger Paper Mills, Inc.
200 West Front Street
P.O. Box 149
Peshtigo, Wisconsin 54157-0149

	Re:	Badger Paper Mills, Inc.
		10-K for the year ended December 31, 2004
		File No. 000-00795

Dear Mr. Bouthilet:

      We have reviewed the above filings and have the following
accounting comments.  Where indicated, we think you should revise
your documents in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

10-K for the year ended December 31, 2004

Selected Financial Data, page 5

1. We note you have excluded the restructuring provision from your
measure of operating income in the tabular information presented
under this heading, contrary to the guidance in SAB Topic 5:P.3,
and
inconsistent with your presentation in the Consolidated Statement
of
Operations on page 24.  Please revise the disclosure of selected
financial data to be consistent with the Consolidated Statement of
Operations.

Management`s Discussion and Analysis, page 13

	Results of Operations

2. Where two or more business reasons contributed to a material
change in a financial statement line item, please consider the
applicability of guidance in FRC Section 501.04; quantify the
extent
to which each item contributed to the overall change, where
appropriate.  For example, although you identify two factors
contributing to higher costs of sales on page 15 you quantify the
effects attributable to just one factor, with no mention of the
offsetting factors leading to an overall decrease in cost of
sales.

3. Please expand your disclosure to describe the extent to which
your
reported financial information is indicative of future operations,
given the 2004 restructuring activities and workforce reduction.
Please refer to SAB Topic 5:P.3, FRC Section 501.02, and
Instruction
3 to Paragraph 303(a) of Item 303 of Regulation S-K for further
guidance.

	Application of Critical Accounting Policies and Estimates,
page
20

4. Please revise your disclosures to address the material
implications of the uncertainties that are associated with the
methods, assumptions and estimates underlying your critical
accounting measurements.  Specifically, you should provide the
following:

(a)	An analysis of the uncertainties involved in applying the
principle and the variability that is reasonably likely to result
from its application.

(b)	An analysis of how you arrived at the measure and how
accurate
the estimate or underlying assumptions have been in the past.

(c)	An analysis of your specific sensitivity to change based on
outcomes that are reasonably likely to occur and have a material
effect.

Please refer to FRC Section 501.14 for further guidance.

Note A - Summary of Accounting Policies, page 27

	8. - Inventories, page 28

5. Please expand your disclosure to describe the various costs
elements that comprise inventories to comply with Regulation S-X,
Rule 5-02.6(b).

	10 - Environmental Expenditures, page 29

6. We are unable to locate disclosure addressing your accounting
for
asset retirement obligations and the related information required
under FAS 143.  Tell us the effects of adopting this standard so
that
it is clear why you regard disclosure unnecessary.  Please explain
how you have interpreted and applied this guidance to the various
closure and remedial activities you are required to undertake.

13. - Revenue Recognition, page 30

7. We note your disclosure on page 6, indicating that in addition
to
your sales of paper products, you also obtain revenues from
"certain
converting operations."  Tell us why you have not provided the
separate revenue and cost information for products and services in
your Statements of Operations, as would ordinarily be required to
comply with Regulation S-X, Rule 5-03.1.  If you believe the
amounts
are not material, please submit a qualitative and quantitative
analysis supporting your view.

Related Party Transactions

8. We note your disclosure on page 13 of the Proxy Statement that
you
filed on April 19, 2005, referring to various related party
transactions.  Tell us why you believe disclosure in the notes to
your financial statements and separate presentation on the face of
the balance sheet, income statement, or statement of cash flows
would
not be required to comply with paragraph 2 of SFAS 57, and Rule 4-
08(k) of Regulation S-X.

Note D - Inventories, page 32

9. The guidance in Rule 5-02.6(a) of Regulation S-X provides that
if
the method of calculating LIFO inventory does not allow for the
practical determination of amounts assigned to major classes of
inventory, the amounts of those classes may be stated under cost
flow
assumptions other than LIFO, with the excess of such total amount
over the aggregate LIFO amount shown as a deduction to arrive at
the
amount of LIFO inventory.  The excess of replacement or current
cost
over the stated LIFO value should also be disclosed if material.
Please revise your presentation accordingly.

Note E - Property, Plant and Equipment, page 32

10. Please disclose the amounts you have recorded for assets held
under capital leases and the related accumulated amortization to
comply with paragraph 13 of SFAS 13.

Note M - Commitments and Contingencies, page 41

Environmental Matters, page 42

11. We note your disclosure concerning your agreement with the
WDNR,
addressing the remedial actions required at a solid waste
landfill,
stating that "...future remedial actions were estimated to
approximate $300,000."  Please disclose the extent to which your
estimate has been accrued in your consolidated financial
statements.
Identify the amounts and the periods impacted.

12. We understand that you are required to demonstrate financial
responsibility for future mandatory closure related activities on
an
annual basis under Section 289.41 of the Wisconsin Statutes, and
that
due to your financial condition you are no longer able to use the
Net
Worth Method previously used.  Please disclose whether you believe
it
is reasonably possible that you will not be able to demonstrate
financial responsibility using one of the alternative methods, and
any material implications of not being able to satisfy this
requirement, and the effects of being compelled to use an
alternate
method.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      Direct questions regarding accounting issues and related
disclosures to Ryan Milne, at (202) 942-2872 or, in his absence,
to
Karl Hiller, at (202) 942-1981.  After May 20, 2004, they may be
reached at (202) 551-3688 and (202) 551-3686, respectively. Direct
questions relating to all other disclosure issues to the
undersigned
at (202) 942-1870.  Direct all correspondence to the following ZIP
code: 20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director
Mr. Paul M. Bouthilet
Badger Paper Mills, Inc.
May 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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