UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	~~May~~June 102, 2005

Badger Paper Mills, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	0-00795	39-0143840
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

200 West Front Street, P.O. Box 149, Peshtigo, Wisconsin 54157-0149

(Address of principal executive offices, including zip code)

(715) 582-4551

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.~~01 Entry~~05 Costs ~~into~~Associated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities.

At ~~the~~a ~~annual~~June ~~meeting of shareholders held on May 10~~2, 2005 meeting, the ~~shareholders~~Board of Directors of Badger Paper Mills, Inc. (the “Company”) approved an indefinite shutdown of the ~~following~~Company’s ~~two~~uncoated freesheet ~~amendments,~~Fourdrinier ~~which~~paper ~~were~~machine and associated equipment located in Peshtigo, ~~approved~~Wisconsin. byThis decision was based on (i) the ~~Company’s~~continued ~~board~~escalation of ~~directors~~energy, onpulp ~~December~~and chemical 15costs that could not be recouped in higher selling prices, ~~2004~~(ii) ~~subject~~the Company’s inability to compete effectively in the commodity grades paper business and ~~shareholder~~(iii) ~~approval~~the $4,556,000 asset impairment charge related to the ~~Badger~~Fourdrinier ~~Paper~~that ~~Mills,~~was ~~Inc.~~recently recorded ~~2001~~by ~~Director~~the ~~Stock~~Company ~~Grant~~as ~~Plan~~discussed (in the Company’s Annual Report on Form 10-K for ~~“2001~~the ~~Director~~year ~~Plan”):~~ended December 31, 2004.

• The Company anexpects ~~amendment~~the shutdown to ~~increase~~result in the ~~number~~loss of ~~shares~~approximately 100 jobs, including 70 hourly positions held by union members and 30 salaried positions. Employees whose jobs will be eliminated as a result of the ~~Company’s~~shutdown ~~common~~are ~~stock~~subject ~~that~~to ~~are~~the ~~reserved~~provisions ~~for~~of ~~issuance~~The ~~under~~Worker Adjustment and Retraining Notification Act (the ~~2001~~“WARN ~~Director~~Act”). ~~Plan~~Management ~~from~~intends to employ a majority of the affected employees during the 60-day service period covered by the WARN Act. The Company intends to engage such employees in,~~000~~ ~~shares~~among other things, retraining activities and general maintenance tasks. The Company began to ~~160~~notify affected employees on June 3,~~000~~ ~~shares;~~2005, and the shutdown related activities are expected to be completed in early August, 2005.

• The Company anestimates ~~amendment~~that the committed but yet to ~~provide~~be ~~that~~incurred costs for paper machine clothing relating to the ~~2001~~shutdown ~~Director~~of ~~Plan~~the ~~automatically~~Fourdrinier paper machine and associated equipment will ~~terminate~~not onexceed ~~July~~$300,000. For cash flow purposes, the Company expects the paper machine clothing costs to be offset in full, resulting in a neutral cash effect, through the sale of pulp, ink and packaging material inventories. Additionally, the Company expects labor related costs connected to the shutdown to be in the range of $800,000 to $1,000,000, ~~2010~~with $700,000 to $800,000 of such costs associated with retraining and maintenance activities.

~~The~~On ~~amendment~~June ~~to increase the number of shares of Common Stock reserved for issuance under the 2001 Director Plan was needed because~~3, ~~as of December 31~~2005, ~~2004,~~the ~~only~~Company ~~4,285~~issued ~~shares~~a ~~remained available~~press ~~for~~release ~~grant~~announcing ~~under~~ the ~~2001 Director Plan~~shutdown. InA ~~order~~copy ~~for directors to continue to receive shares~~ of ~~common stock in payment of a portion of their director fees, additional~~such ~~shares~~press ~~needed~~release tois befurnished ~~reserved~~as ~~for~~Exhibit 99 ~~issuance~~hereto ~~under~~and ~~the~~is ~~2001~~incorporated ~~Director~~by ~~Plan~~reference herein.

The purpose of the amendment to automatically terminate the 2001 Director Plan on July 1, 2010, which is the tenth anniversary of the 2001 Director Plan’s original effective date, was to comply with requirements of recently-enacted rules promulgated by The Nasdaq Stock Market, Inc.

The purpose of the 2001 Director Plan is to promote the best interests of the Company and its shareholders by providing a means to attract and retain competent directors and to provide opportunities for additional stock ownership by such directors, which will increase their proprietary interest in the Company and, consequently, their identification with the interests of the shareholders of the Company. In addition, by awarding stock instead of cash compensation, the Company preserves cash for the operations of the Company.

The following is a brief description of the material terms of the 2001 Director Plan, as amended and restated effective December 15, 2004:

• The 2001 Director Plan is administered and reviewed by the Company’s board of directors. The Board has authority to adopt such rules and regulations for carrying out the 2001 Director Plan as it may deem proper and in the best interests of the Company. The interpretation by the Board of any provision of the 2001 Director Plan or any related documents is final.

• 160,000 shares of common stock are reserved for issuance under the 2001 Director Plan, subject to certain adjustments.

• Shares delivered under the 2001 Director Plan will be made available from the Company’s presently authorized but unissued shares, treasury shares, or a combination thereof.

• In the event of any change in the Company’s common stock by reason of a declaration of a stock dividend, spin-off, merger, consolidation, recapitalization, or other corporate event, the aggregate number of shares reserved under the 2001 Director Plan will be appropriately adjusted in order to prevent dilution or enlargement of the benefits intended to be made available under the plan.

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• Under the 2001 Director Plan, each director receives, in lieu of payment in cash of a portion of such director’s retainer fee, a grant of shares of the Company’s common stock on the 15th day of March, June, September and December in each year of service as a member of the Company’s board of directors. The number of shares received is determined using a portion of the director’s quarterly retainer fee (one-half, or $2,000, in 2005) and the average closing price of the Company’s common stock on The Nasdaq SmallCap Market for the five trading days prior to the date of issuance. Currently, there are seven directors receiving retainer fees and, therefore, eligible to participate in the 2001 Director Plan.

• Shares acquired under the 2001 Director Plan may not be sold or otherwise disposed of except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or except in a transaction which is exempt from registration under such Act.

• The 2001 Director Plan will terminate on July 1, 2010.

• The Company’s board of directors may amend the 2001 Director Plan at any time or from time to time in any manner that the board may deem appropriate.

The 2001 Director Plan, as amended and restated effective December 15, 2004, is attached as Exhibit 99 hereto and is incorporated herein by reference. The above-referenced summary of such 2001 Director Plan is qualified in its entirety by reference to Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits. The following exhibit is being furnished herewith:

(99) Press release of Badger Paper Mills, Inc. ~~2001~~dated ~~Director~~June ~~Stock Grant Plan (As Amended and Restated Effective December 15~~3, ~~2004)~~2005.

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This Current Report on Form 8-K includes one or more “forward-looking statements” that may state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions for the future. The statements in this Current Report containing words such as “expect,” “anticipate,” “believe,” “estimate,” “goal,” “objective” or similar words are intended to identify forward-looking statements. In making such forward-looking statements, the Company undertakes no obligation to publicly update or revise any such statements.

Forward-looking statements of the Company are based on information available to the Company as of the date of such statements and reflect the Company’s expectations as of such date, but are subject to risks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include without limitation: (i) potential delays in completing the shutdown, (ii) less favorable than anticipated prices related to the sale of pulp, ink and packaging material inventories and (iii) any unforeseen shutdown expenses, including impairment charges. Please see the Company’s periodic reports filed with the Securities and Exchange Commission (including its Annual Report on Form 10-K for the year ended December 31, 2004) for a listing of certain factors that could cause actual results to differ materially from those contained in forward-looking statements.

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SIGNATURES

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 hereunto duly authorized.

	BADGER PAPER MILLS, INC.
Date: May 16, 2005	By: /s/ Paul M. Bouthilet
Date: June 8, 2005	By: /s/ Paul M. Bouthilet
	Paul M. Bouthilet
	Vice President, Chief Financial Officer, Secretary and Treasurer

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BADGER PAPER MILLS, INC.

Exhibit Index to Current Report on Form 8-KKDated DatedJune May 162, 2005

Exhibit Number

(99) Press release of Badger Paper Mills, Inc. ~~2001~~dated ~~Director~~June ~~Stock Grant Plan (As Amended and Restated Effective December 15~~3, ~~2004)~~2005.

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