As filed with the Securities and Exchange Commission on April 25, 1997

                                               Registration No. 33-______
                             FORM S-8

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    WAUSAU PAPER MILLS COMPANY
      (Exact name of registrant as specified in its charter)

           WISCONSIN                                    39-0690900
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                        ONE CLARK'S ISLAND
                          P.O. BOX 1408
                   WAUSAU, WISCONSIN  54402-1408
        (Address of principal executive offices)  (Zip Code)

                   WAUSAU PAPERS OTIS MILL, INC.
                HOURLY SAVINGS AND INVESTMENT PLAN
                     (Full title of the plan)

                         STEVEN A. SCHMIDT
          VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
                   WAUSAU PAPER MILLS COMPANY
                           P.O. BOX 1408
                      WAUSAU, WI  54402-1408
                          (715) 845-5266

                            Copies to:
                       ARNOLD J. KIBURZ III
                    RUDER, WARE & MICHLER, S.C.
                           P.O. BOX 8050
                      WAUSAU, WI  54402-8050
                          (715) 845-4336
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                        Proposed        Proposed maximum
 Title of securities  Amount to be  Maximum offering  aggregate offering     Amount of
 to be registered(1)   registered    price per unit          price        registration fee
 <S>                   <C>              <C>                <C>              <C>
 Common stock,         25,000(2)        $     (2)          $     (2)        $136.35(3)
 no par value          shares
<FN>
    (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        this registration statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the employee benefit plan
        described herein.
    (2) Maximum number of shares which are estimated will be acquired by Plan
        during the twelve-month period ending April 24, 1998.
    (3) Estimated solely for purposes of calculating registration fee pursuant
        to Rule 457(h); calculated pursuant to Rule 457(c) as of April 21,
        1997.
</TABLE>
<PAGE>
                              PART II

                    INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

 The following documents filed by Wausau Paper Mills Company ("Registrant")
 or the Wausau Papers Otis Mill, Inc. Hourly Savings and Investment Plan
 (the "Plan") are incorporated by reference in and made a part of this
 Registration Statement by this reference except to the extent that any
 statement or information therein is modified, superseded or replaced by a
 statement or by information contained in any other subsequently filed
 document incorporated herein by reference:

     (1)  Registrant's annual report on Form 10-K for the year ended August
          31, 1996;

     (2)  Registrant's quarterly report on Form 10-Q for the period ended
          February 28, 1997;

     (3)  Descriptions of Registrant's common stock in:

          (a)  Item 14, Form 10, December, 1973;

          (b)  Item 4, caption "Amendment of Restated Articles of
               Incorporation", quarterly report on Form 10-Q for the period
               ended February 29, 1992;

          (c)  Description of common stock set forth in Exhibit (99)(a) to
               Registrant's Form S-8, registration number 33-44922, as
               filed on August 25, 1995;

          (d)  Item 5, caption "Common Stock Increase", quarterly report on
               Form 10-Q for the period ended November 30, 1995; and

          (e)  Any amendment or report, including a report on Form 10-K,
               Form 8-K or 10-Q, filed by the Registrant for the purpose of
               updating the descriptions contained in the documents
               described in (a), (b), (c) and (d).

     (4)  From the date of filing of such documents described in (1), (2),
          and (3), above, all documents filed by Registrant or the Plan
          with the Commission pursuant to Section 13(a), 13(c), 14, or
          15(d) of the Securities Exchange Act of 1934 subsequent to the
          date of this Registration Statement and prior to the filing of a
          post-effective amendment to the Registration Statement which
          indicates that all securities offered hereby have been sold or
          which deregisters all securities then remaining unsold.

 ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
<PAGE>
 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Registrant is incorporated under the Wisconsin Business Corporation
 Law pursuant to sections 180.0850 to 180.0859 of the Wisconsin statutes
 and, subject to the limitations stated therein, is required to indemnify
 any director or officer against liability and reasonable expenses
 (including attorneys' fees) incurred by such person in the defense of any
 threatened, pending or completed civil, criminal, administrative or
 investigative action, suit or proceeding in which such person is made a
 party by reason of being or having been a director or officer of
 Registrant, unless liability was incurred because such person breached or
 failed to perform a duty owed to the Registrant which constituted (i) a
 willful failure to deal fairly with the Registrant or its shareholders in
 connection with a matter in which such person has a material conflict of
 interest; (ii) a violation of criminal law, unless such person had
 reasonable cause to believe his or her conduct was lawful or no reasonable
 cause to believe his or her conduct was unlawful; (iii) a transaction from
 which such person derived an improper personal profit; or (iv) willful
 misconduct.  The statute provides that indemnification pursuant to its
 provisions is not exclusive of other rights or indemnification to which a
 person may be entitled under the Registrant's articles of incorporation or
 bylaws, or any written agreement, vote of shareholders or disinterested
 directors, or otherwise.

     Section 180.0859 of the Wisconsin statutes provides that it is the
 public policy of the State of Wisconsin that such indemnification
 provisions apply, to the extent applicable to any other proceeding, to,
 among other things, the offer, sale or purchase of securities in any
 proceeding involving a state or federal statute.

     Article III, Section 14, of the Registrant's bylaws essentially
 parallels the provisions of sections 180.0850 to 180.0859 of the Wisconsin
 statutes.  The bylaws extend coverage to directors or officers serving in
 a fiduciary or administrative capacity with respect to a Registrant-
 sponsored employee benefit plan and also set forth procedures to be
 followed in obtaining indemnification.  Officers and directors of
 Registrant are also insured, subject to certain specified exclusions and
 deductible and maximum amounts, against loss from claims arising in
 connection with their acting in their respective offices, which include
 claims under the Securities Act of 1933, as amended.

     The trust agreement of the Plan provides that individual trustees,
 members of the committee which acts as the Plan administrator and the
 directors, officers and employees of the Registrant and the Plan sponsor
 are not personally liable for acts done or omitted to be done unless it is
 judicially determined that such acts or omissions are attributable to the
 gross negligence or willful misconduct of such person.  To the extent
 permitted by law, and to the extent not otherwise indemnified, such
 persons shall be indemnified by the Registrant or the Plan sponsor against
 liabilities, including all expenses reasonably incurred in their defense.

     The Registrant has in effect insurance polices with total coverage of
 $15,000,000 (subject to a deductible) which among other things insure
 directors and officers of the Registrant against certain claims which are
 not indemnified by the Registrant or the Plan.

     The Registrant also has in effect insurance policies with total
 coverage of $15,000,000 (subject to a deductible) which among other things
 provide for the payment by the insurer of amounts, excluding certain fines
<PAGE>
 and penalties which are legally uninsurable and certain other matters,
 which the Registrant, certain other entities, or its officers, directors
 or employees become obligated to pay by reason of any claim based upon an
 act or omission in the management or administration of certain employee
 benefit plans (including the Plan) sponsored by the Registrant and certain
 subsidiaries of the Registrant.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

 ITEM 8.  EXHIBITS.

     (4)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
          INCLUDING DEBENTURES

          (a)  Restated articles of incorporation, as last amended
               effective as of December 21, 1995<dagger>

          (b)  Restated bylaws, as last amended and restated
               July 17, 1992*

          (c)  Wausau Papers Otis Mill, Inc. Hourly Savings
               and Investment Plan

     (23) CONSENTS OF EXPERTS.

          Consent of Wipfli Ullrich Bertelson LLP

     (24)  POWER OF ATTORNEY

          Powers of attorney are set forth under "Signatures", page 8
          of this Form S-8.

          <dagger>Incorporated by reference to Exhibit (3) to Registrant's
          quarterly report on Form 10-Q for the period ended February 29, 1996.

            *Incorporated by reference to Exhibit 3(b) to Registrant's annual
            report on Form 10-K for the year ended August 31, 1992.
     Registrant undertakes to cause the Plan set forth as Exhibit (4)(c) to
     be submitted to the Internal Revenue Service ("IRS") in a timely
     manner and will make all changes required by the IRS to qualify the
     Plan.

 ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this Registration
               Statement:

                (i) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
<PAGE>
                    thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set
                    forth in the Registration Statement.  Notwithstanding
                    the foregoing, any increase or decrease in volume of
                    securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end
                    of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the
                    aggregate, the changes in volume and price represent no
                    more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of
                    Registration Fee" table in the effective Registration
                    Statement;

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement; PROVIDED,
                    HOWEVER, that paragraphs (a)(i) and (a)(ii) do not
                    apply if the information required to be included in a
                    post-effective amendment by those paragraphs is
                    contained in the periodic reports filed by the
                    Registrant pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934 that are incorporated
                    by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new Registration Statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.
          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which
               remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes
 of determining any liability under the Securities Act of 1933, each filing
 of the Registrant's annual report pursuant to Section 13(a) or
 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
 by reference in the Registration Statement shall be deemed to be a new
 Registration Statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial
 bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
 Securities Act of 1933 may be permitted to directors, officers and
 controlling persons of the Registrant pursuant to the foregoing
 provisions, or otherwise, the Registrant has been advised that in the
 opinion of the Securities and Exchange Commission such indemnification is
 against public policy as expressed in the Act and is, therefore,
 unenforceable.  In the event that a claim for indemnification against such
 liabilities (other than the payment by the Registrant of expenses incurred
 or paid by a director, officer, or controlling person of the Registrant in
 the successful defense of any action, suit or proceeding) is asserted by
 such director, officer or controlling person in connection with the
 securities being registered, the Registrant will, unless in the opinion of
<PAGE>
 its counsel the matter has been settled by controlling precedent, submit
 to a court of appropriate jurisdiction the question whether such
 indemnification by it is against public policy as expressed in the Act and
 will be governed by the final adjudication of such issue.
<PAGE>
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
 Registrant certifies that it has reasonable grounds to believe that it
 meets all of the requirements for filing on Form S-8 and has duly caused
 this Registration Statement on Form S-8 to be signed on its behalf by the
 undersigned, thereunto duly authorized, in the City of Wausau, State of
 Wisconsin, on April 25, 1997.

                                  WAUSAU PAPER MILLS COMPANY



                                  By: STEVEN A. SCHMIDT
                                      Steven A. Schmidt
                                      Vice President, Finance,
                                      Secretary and Treasurer
                                      (On behalf of Registrant and
                                      as Principal Financial Officer)
<PAGE>
                            SIGNATURES


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
 appears below constitutes and appoints Daniel D. King and Steven A.
 Schmidt and each of them, his true and lawful attorney-in-fact and agent,
 with full power of substitution and resubstitution, for him and in his
 name, place and stead, in any and all capacities, to sign any and all
 amendments (including post-effective amendments) to this Registration
 Statement on Form S-8 and to file the same, with all exhibits thereto, and
 other documents in connection therewith, with the Securities and Exchange
 Commission and any other regulatory authority, granting unto said
 attorney-in-fact and agent, full power and authority to do and perform
 each and every act and thing required and necessary to be done in and
 about the premises, as fully to all intents and purposes as he might or
 could do in person, hereby ratifying and confirming all that said
 attorney-in-fact and agent, or his substitute, may lawfully do or cause to
 be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement on Form S-8 has been signed on April 25, 1997 by
 the following persons in the capacities indicated.



  SAN W. ORR, JR.                   DANIEL D. KING
  San W. Orr, Jr.                   Daniel D. King
  Chairman of the Board             President and Chief Executive
                                    Officer and a Director
                                    (Principal Executive Officer)



                                    GARY W. FREELS
  David B. Smith, Jr.               Gary W. Freels
  Director                          Director



  HARRY R. BAKER                    STEVEN A. SCHMIDT
  Harry R. Baker                    Steven A. Schmidt
  Director                          Vice President-Finance,
                                    Secretary and Treasurer
                                    (Principal Accounting Officer)
<PAGE>
                           EXHIBIT INDEX
                                TO
                             FORM S-8
                                OF
                    WAUSAU PAPER MILLS COMPANY
             PURSUANT TO <section>232.102(D) OF REGULATION S-T
                      (17 C.F.R. <section>232.102(D))


     EXHIBIT (4)(C)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
                     INCLUDING DEBENTURES

     Wausau Papers Otis Mill, Inc.
     Hourly Savings and Investment Plan


     EXHIBIT (23)  CONSENTS OF EXPERTS AND COUNSEL

     Consent of Wipfli Ullrich Bertelson LLP
[{"type": "S-8", "sequence": "1", "description": "WAUSAU PAPERS OTIS MILL, INC. HOURLY SAVINGS AND", "secsgml_size_bytes": 18775}]
{"company-data": {"conformed-name": "WAUSAU PAPER MILLS CO", "cik": "0000105076", "assigned-sic": "2621", "irs-number": "390690900", "state-of-incorporation": "WI", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25819", "film-number": "97587093"}, "business-address": {"street1": "ONE CLARKS ISLAND", "street2": "PO BOX 1408", "city": "WAUSAU", "state": "WI", "zip": "54402-1408", "phone": "7158455266"}, "mail-address": {"street1": "ONE CLARKS ISLAND", "street2": "P O  BOX 1408", "city": "WAUSAU", "state": "WI", "zip": "54402-1408"}}
As filed with the Securities and Exchange Commission on April 25, 1997

                                               Registration No. 33-______
                             FORM S-8

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    WAUSAU PAPER MILLS COMPANY
      (Exact name of registrant as specified in its charter)

           WISCONSIN                                    39-0690900
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                        ONE CLARK'S ISLAND
                          P.O. BOX 1408
                   WAUSAU, WISCONSIN  54402-1408
        (Address of principal executive offices)  (Zip Code)

                   WAUSAU PAPERS OTIS MILL, INC.
                HOURLY SAVINGS AND INVESTMENT PLAN
                     (Full title of the plan)

                         STEVEN A. SCHMIDT
          VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
                   WAUSAU PAPER MILLS COMPANY
                           P.O. BOX 1408
                      WAUSAU, WI  54402-1408
                          (715) 845-5266

                            Copies to:
                       ARNOLD J. KIBURZ III
                    RUDER, WARE & MICHLER, S.C.
                           P.O. BOX 8050
                      WAUSAU, WI  54402-8050
                          (715) 845-4336
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed        Proposed maximum
 Title of securities  Amount to be  Maximum offering  aggregate offering     Amount of
 to be registered(1)   registered    price per unit          price        registration fee
Common stock,         25,000(2)        $     (2)          $     (2)        $136.35(3)
 no par value          shares
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        this registration statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the employee benefit plan
        described herein.
    (2) Maximum number of shares which are estimated will be acquired by Plan
        during the twelve-month period ending April 24, 1998.
    (3) Estimated solely for purposes of calculating registration fee pursuant
        to Rule 457(h); calculated pursuant to Rule 457(c) as of April 21,
        1997.
PART II

                    INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

 The following documents filed by Wausau Paper Mills Company ("Registrant")
 or the Wausau Papers Otis Mill, Inc. Hourly Savings and Investment Plan
 (the "Plan") are incorporated by reference in and made a part of this
 Registration Statement by this reference except to the extent that any
 statement or information therein is modified, superseded or replaced by a
 statement or by information contained in any other subsequently filed
 document incorporated herein by reference:

     (1)  Registrant's annual report on Form 10-K for the year ended August
          31, 1996;

     (2)  Registrant's quarterly report on Form 10-Q for the period ended
          February 28, 1997;

     (3)  Descriptions of Registrant's common stock in:

          (a)  Item 14, Form 10, December, 1973;

          (b)  Item 4, caption "Amendment of Restated Articles of
               Incorporation", quarterly report on Form 10-Q for the period
               ended February 29, 1992;

          (c)  Description of common stock set forth in Exhibit (99)(a) to
               Registrant's Form S-8, registration number 33-44922, as
               filed on August 25, 1995;

          (d)  Item 5, caption "Common Stock Increase", quarterly report on
               Form 10-Q for the period ended November 30, 1995; and

          (e)  Any amendment or report, including a report on Form 10-K,
               Form 8-K or 10-Q, filed by the Registrant for the purpose of
               updating the descriptions contained in the documents
               described in (a), (b), (c) and (d).

     (4)  From the date of filing of such documents described in (1), (2),
          and (3), above, all documents filed by Registrant or the Plan
          with the Commission pursuant to Section 13(a), 13(c), 14, or
          15(d) of the Securities Exchange Act of 1934 subsequent to the
          date of this Registration Statement and prior to the filing of a
          post-effective amendment to the Registration Statement which
          indicates that all securities offered hereby have been sold or
          which deregisters all securities then remaining unsold.

 ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Registrant is incorporated under the Wisconsin Business Corporation
 Law pursuant to sections 180.0850 to 180.0859 of the Wisconsin statutes
 and, subject to the limitations stated therein, is required to indemnify
 any director or officer against liability and reasonable expenses
 (including attorneys' fees) incurred by such person in the defense of any
 threatened, pending or completed civil, criminal, administrative or
 investigative action, suit or proceeding in which such person is made a
 party by reason of being or having been a director or officer of
 Registrant, unless liability was incurred because such person breached or
 failed to perform a duty owed to the Registrant which constituted (i) a
 willful failure to deal fairly with the Registrant or its shareholders in
 connection with a matter in which such person has a material conflict of
 interest; (ii) a violation of criminal law, unless such person had
 reasonable cause to believe his or her conduct was lawful or no reasonable
 cause to believe his or her conduct was unlawful; (iii) a transaction from
 which such person derived an improper personal profit; or (iv) willful
 misconduct.  The statute provides that indemnification pursuant to its
 provisions is not exclusive of other rights or indemnification to which a
 person may be entitled under the Registrant's articles of incorporation or
 bylaws, or any written agreement, vote of shareholders or disinterested
 directors, or otherwise.

     Section 180.0859 of the Wisconsin statutes provides that it is the
 public policy of the State of Wisconsin that such indemnification
 provisions apply, to the extent applicable to any other proceeding, to,
 among other things, the offer, sale or purchase of securities in any
 proceeding involving a state or federal statute.

     Article III, Section 14, of the Registrant's bylaws essentially
 parallels the provisions of sections 180.0850 to 180.0859 of the Wisconsin
 statutes.  The bylaws extend coverage to directors or officers serving in
 a fiduciary or administrative capacity with respect to a Registrant-
 sponsored employee benefit plan and also set forth procedures to be
 followed in obtaining indemnification.  Officers and directors of
 Registrant are also insured, subject to certain specified exclusions and
 deductible and maximum amounts, against loss from claims arising in
 connection with their acting in their respective offices, which include
 claims under the Securities Act of 1933, as amended.

     The trust agreement of the Plan provides that individual trustees,
 members of the committee which acts as the Plan administrator and the
 directors, officers and employees of the Registrant and the Plan sponsor
 are not personally liable for acts done or omitted to be done unless it is
 judicially determined that such acts or omissions are attributable to the
 gross negligence or willful misconduct of such person.  To the extent
 permitted by law, and to the extent not otherwise indemnified, such
 persons shall be indemnified by the Registrant or the Plan sponsor against
 liabilities, including all expenses reasonably incurred in their defense.

     The Registrant has in effect insurance polices with total coverage of
 $15,000,000 (subject to a deductible) which among other things insure
 directors and officers of the Registrant against certain claims which are
 not indemnified by the Registrant or the Plan.

     The Registrant also has in effect insurance policies with total
 coverage of $15,000,000 (subject to a deductible) which among other things
 provide for the payment by the insurer of amounts, excluding certain fines
and penalties which are legally uninsurable and certain other matters,
 which the Registrant, certain other entities, or its officers, directors
 or employees become obligated to pay by reason of any claim based upon an
 act or omission in the management or administration of certain employee
 benefit plans (including the Plan) sponsored by the Registrant and certain
 subsidiaries of the Registrant.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

 ITEM 8.  EXHIBITS.

     (4)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
          INCLUDING DEBENTURES

          (a)  Restated articles of incorporation, as last amended
               effective as of December 21, 1995
(b)  Restated bylaws, as last amended and restated
               July 17, 1992*

          (c)  Wausau Papers Otis Mill, Inc. Hourly Savings
               and Investment Plan

     (23) CONSENTS OF EXPERTS.

          Consent of Wipfli Ullrich Bertelson LLP

     (24)  POWER OF ATTORNEY

          Powers of attorney are set forth under "Signatures", page 8
          of this Form S-8.
Incorporated by reference to Exhibit (3) to Registrant's
          quarterly report on Form 10-Q for the period ended February 29, 1996.

            *Incorporated by reference to Exhibit 3(b) to Registrant's annual
            report on Form 10-K for the year ended August 31, 1992.
     Registrant undertakes to cause the Plan set forth as Exhibit (4)(c) to
     be submitted to the Internal Revenue Service ("IRS") in a timely
     manner and will make all changes required by the IRS to qualify the
     Plan.

 ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this Registration
               Statement:

                (i) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set
                    forth in the Registration Statement.  Notwithstanding
                    the foregoing, any increase or decrease in volume of
                    securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end
                    of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the
                    aggregate, the changes in volume and price represent no
                    more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of
                    Registration Fee" table in the effective Registration
                    Statement;

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement; PROVIDED,
                    HOWEVER, that paragraphs (a)(i) and (a)(ii) do not
                    apply if the information required to be included in a
                    post-effective amendment by those paragraphs is
                    contained in the periodic reports filed by the
                    Registrant pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934 that are incorporated
                    by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new Registration Statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.
          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which
               remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes
 of determining any liability under the Securities Act of 1933, each filing
 of the Registrant's annual report pursuant to Section 13(a) or
 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
 by reference in the Registration Statement shall be deemed to be a new
 Registration Statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial
 bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
 Securities Act of 1933 may be permitted to directors, officers and
 controlling persons of the Registrant pursuant to the foregoing
 provisions, or otherwise, the Registrant has been advised that in the
 opinion of the Securities and Exchange Commission such indemnification is
 against public policy as expressed in the Act and is, therefore,
 unenforceable.  In the event that a claim for indemnification against such
 liabilities (other than the payment by the Registrant of expenses incurred
 or paid by a director, officer, or controlling person of the Registrant in
 the successful defense of any action, suit or proceeding) is asserted by
 such director, officer or controlling person in connection with the
 securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
 to a court of appropriate jurisdiction the question whether such
 indemnification by it is against public policy as expressed in the Act and
 will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
 Registrant certifies that it has reasonable grounds to believe that it
 meets all of the requirements for filing on Form S-8 and has duly caused
 this Registration Statement on Form S-8 to be signed on its behalf by the
 undersigned, thereunto duly authorized, in the City of Wausau, State of
 Wisconsin, on April 25, 1997.

                                  WAUSAU PAPER MILLS COMPANY

                                  By: STEVEN A. SCHMIDT
                                      Steven A. Schmidt
                                      Vice President, Finance,
                                      Secretary and Treasurer
                                      (On behalf of Registrant and
                                      as Principal Financial Officer)
SIGNATURES

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
 appears below constitutes and appoints Daniel D. King and Steven A.
 Schmidt and each of them, his true and lawful attorney-in-fact and agent,
 with full power of substitution and resubstitution, for him and in his
 name, place and stead, in any and all capacities, to sign any and all
 amendments (including post-effective amendments) to this Registration
 Statement on Form S-8 and to file the same, with all exhibits thereto, and
 other documents in connection therewith, with the Securities and Exchange
 Commission and any other regulatory authority, granting unto said
 attorney-in-fact and agent, full power and authority to do and perform
 each and every act and thing required and necessary to be done in and
 about the premises, as fully to all intents and purposes as he might or
 could do in person, hereby ratifying and confirming all that said
 attorney-in-fact and agent, or his substitute, may lawfully do or cause to
 be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement on Form S-8 has been signed on April 25, 1997 by
 the following persons in the capacities indicated.

  SAN W. ORR, JR.                   DANIEL D. KING
  San W. Orr, Jr.                   Daniel D. King
  Chairman of the Board             President and Chief Executive
                                    Officer and a Director
                                    (Principal Executive Officer)

                                    GARY W. FREELS
  David B. Smith, Jr.               Gary W. Freels
  Director                          Director

  HARRY R. BAKER                    STEVEN A. SCHMIDT
  Harry R. Baker                    Steven A. Schmidt
  Director                          Vice President-Finance,
                                    Secretary and Treasurer
                                    (Principal Accounting Officer)
EXHIBIT INDEX
                                TO
                             FORM S-8
                                OF
                    WAUSAU PAPER MILLS COMPANY
             PURSUANT TO
232.102(D) OF REGULATION S-T
                      (17 C.F.R.
232.102(D))

     EXHIBIT (4)(C)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
                     INCLUDING DEBENTURES

     Wausau Papers Otis Mill, Inc.
     Hourly Savings and Investment Plan

     EXHIBIT (23)  CONSENTS OF EXPERTS AND COUNSEL

     Consent of Wipfli Ullrich Bertelson LLP