As filed with the Securities and Exchange Commission on March 4, 1999
                                          Registration No.______________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            CONSOLIDATED PAPERS, INC.
             (Exact name of registrant as specified in its charter)


                 WISCONSIN                                      39-0223100
      (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

             231 FIRST AVENUE NORTH
           WISCONSIN RAPIDS, WISCONSIN                          54495-8050
    (Address of principal executive offices)                    (Zip code)


                            CONSOLIDATED PAPERS, INC.
                        1998 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)


               CARL H. WARTMAN                               715-422-3111
                  SECRETARY                               (Telephone number,
                P.O. BOX 8050                            including area code,
   WISCONSIN RAPIDS, WISCONSIN 54495-8050                of agent for service)
   (Name and address of agent for service)


<TABLE>
<CAPTION>

===========================================================================================================================
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       PROPOSED MAXIMUM          PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE        AMOUNT TO BE         OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
        REGISTERED                REGISTERED               SHARE(1)                  PRICE(1)           REGISTRATION FEE
--------------------------- ----------------------- ------------------------ ------------------------- --------------------
<S>                          <C>                           <C>                     <C>                       <C>    
Common Stock (par value      5,000,000 shares(2)           $21.84375               $109,218,750              $30,363
$1.00 per share)
--------------------------- ----------------------- ------------------------ ------------------------- --------------------

(1)Estimated  solely for purposes of calculating the amount of the  registration
   fee  pursuant  to Rule  457(c) of the  Securities  Act of 1933,  based on the
   average  of the high and low sales  prices of a share of Common  Stock of the
   Company on the New York Stock Exchange on March 2, 1999.

(2)An   undetermined   number  of  additional   shares  may  be  issued  if  the
   anti-dilution adjustment provisions of the plan become operative.


</TABLE>




<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following  documents  previously  filed by Consolidated  Papers,
Inc., a Wisconsin  corporation  (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration  statement
by reference.

              1. The  Company's  Annual  Report on Form 10-K for the fiscal year
         ended December 31, 1997, filed with the Commission on March 30, 1998.

              2. The Company's  Quarterly  Reports on Form 10-Q for the quarters
         ended March 31, 1998, June 30, 1998 and September 30, 1998,  filed with
         the Commission on May 13, 1998,  August 13, 1998 and November 10, 1998,
         respectively.

              3. The  description of the Company's  Common Stock is contained in
         its  Registration  Statement on Form 10 filed pursuant to Section 12 of
         the Securities Exchange Act of 1934.

            In addition,  all reports and other  documents that we  subsequently
file pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a  post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in, and
to be a part of,  this  registration  statement  from the date of filing of such
documents (such documents, and the documents enumerated above, being referred to
in this registration statement as "Incorporated Documents").

            To the extent information  contained in this registration  statement
or  any  Incorporated   Document  differs  from  information   contained  in  an
earlier-filed  Incorporated Document,  rely on the different information in this
registration statement or the later-filed Incorporated Document.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In conformity with Section  180.0850  through  Section  180.0859 of the
Wisconsin  Business  Corporation  Law, the Bylaws of the Company provide for the
indemnification  of officers and  directors of the Company for  liabilities  and
expenses incurred in any civil,  criminal or administrative  proceeding  brought
about as a result of the officer's or director's service to the Company.

         Indemnification is mandatory under Wisconsin law unless the director or
officer  is found to have  breached a duty to the  corporation  and to have been
guilty  of  certain  specified  wrongful  conduct.   The  Company  may  maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company against any loss,  whether or not the Company would have
the obligation to provide indemnification under Wisconsin law.

ITEM 8.     EXHIBITS.

         The exhibits  required by Item 601 of Regulation  S-K are listed in the
Exhibit Index hereto.


<PAGE>



ITEM 9. UNDERTAKINGS.(a) The undersigned Company 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 (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  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 this  registration  statement.  Notwithstanding  the foregoing,  any
         increase or decrease in the 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 20 percent change in
         the maximum  aggregate  offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(l)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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  Company hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  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
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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  Securities
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
Company 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Wisconsin  Rapids,  State of Wisconsin on February 10,
1999.

                                       CONSOLIDATED PAPERS, INC.


                                       By:     /s/ Gorton M. Evans  
                                           -------------------------------------
                                                  Gorton M. Evans
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below hereby constitutes and appoints Gorton M. Evans and Carl
H. Wartman,  and each of them, his true and lawful  attorney-in-fact  and agent,
each with full power of substitution  and  revocation,  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,  and to
file the same with all  exhibits  thereto,  and other  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:

      SIGNATURE                        TITLE                          DATE
      ---------                        -----                          ----

/s/ George W. Mead       Chairman of the Board and Director    February 10, 1999
    George W. Mead


/s/ Gorton M. Evans      President, Chief Executive Officer 
    Gorton M. Evans      and Director
                         (Principal Executive Officer)         February 10, 1999

/s/ Richard J. Kenney    Senior Vice President, Finance
    Richard J. Kenney    (Principal Financial Officer)         February 10, 1999

/s/ David P. Nimtz       Controller
    David P. Nimtz       (Principal Accounting Officer)        February 10, 1999

/s/ Ruth Baldwin Barker
    Ruth Baldwin Barker         Director                       February 10, 1999

/s/ Wiley N. Caldwell
    Wiley N. Caldwell           Director                       February 10, 1999

________________________
    James D. Ericson            Director


<PAGE>



/s/ Sally M. Hands
    Sally M. Hands              Director                       February 10, 1999

/s/ J. Joseph King
    J. Joseph King              Director                       February 10, 1999

/s/ Bernard S. Kubale
    Bernard S. Kubale           Director                       February 10, 1999

/s/ D. Richard Mead, Jr.
    D. Richard Mead, Jr.        Director                       February 10, 1999
            

/s/ Gilbert D. Mead
    Gilbert D. Mead             Director                       February 10, 1999

/s/ Lawrence R. Nash
    Lawrence R. Nash            Director                       February 10, 1999

________________________
    Glenn N. Rupp               Director

/s/ John S. Shiely
    John S. Shiely              Director                       February 10, 1999


<PAGE>


                                  EXHIBIT INDEX


EXHIBIT                                           DESCRIPTION OF EXHIBIT
NUMBER 


 5.1            Opinion of McDermott, Will & Emery as to the legality of the 
                securities being registered.

 23.1           Consent of McDermott, Will & Emery (included in its opinion 
                filed as Exhibit 5.1).

 23.2           Consent of Arthur Andersen LLP.

 24             Power of Attorney (included with the signature page to this 
                registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15081}]
{"company-data": {"conformed-name": "CONSOLIDATED PAPERS INC", "cik": "0000023752", "assigned-sic": "2621", "irs-number": "390223100", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73375", "film-number": "99557420"}, "business-address": {"street1": "231 FIRST AVE N", "city": "WISCONSIN RAPIDS", "state": "WI", "zip": "54495", "phone": "7154223111"}, "mail-address": {"street1": "P O BOX 8050", "city": "WISCONSIN RAPIDS", "state": "WI", "zip": "54495"}}
As filed with the Securities and Exchange Commission on March 4, 1999
                                          Registration No.______________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            CONSOLIDATED PAPERS, INC.
             (Exact name of registrant as specified in its charter)

                 WISCONSIN                                      39-0223100
      (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

             231 FIRST AVENUE NORTH
           WISCONSIN RAPIDS, WISCONSIN                          54495-8050
    (Address of principal executive offices)                    (Zip code)

                            CONSOLIDATED PAPERS, INC.
                        1998 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

               CARL H. WARTMAN                               715-422-3111
                  SECRETARY                               (Telephone number,
                P.O. BOX 8050                            including area code,
   WISCONSIN RAPIDS, WISCONSIN 54495-8050                of agent for service)
   (Name and address of agent for service)
===========================================================================================================================
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       PROPOSED MAXIMUM          PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE        AMOUNT TO BE         OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
        REGISTERED                REGISTERED               SHARE(1)                  PRICE(1)           REGISTRATION FEE
--------------------------- ----------------------- ------------------------ ------------------------- --------------------
Common Stock (par value      5,000,000 shares(2)           $21.84375               $109,218,750              $30,363
$1.00 per share)
--------------------------- ----------------------- ------------------------ ------------------------- --------------------

(1)Estimated  solely for purposes of calculating the amount of the  registration
   fee  pursuant  to Rule  457(c) of the  Securities  Act of 1933,  based on the
   average  of the high and low sales  prices of a share of Common  Stock of the
   Company on the New York Stock Exchange on March 2, 1999.

(2)An   undetermined   number  of  additional   shares  may  be  issued  if  the
   anti-dilution adjustment provisions of the plan become operative.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following  documents  previously  filed by Consolidated  Papers,
Inc., a Wisconsin  corporation  (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration  statement
by reference.

              1. The  Company's  Annual  Report on Form 10-K for the fiscal year
         ended December 31, 1997, filed with the Commission on March 30, 1998.

              2. The Company's  Quarterly  Reports on Form 10-Q for the quarters
         ended March 31, 1998, June 30, 1998 and September 30, 1998,  filed with
         the Commission on May 13, 1998,  August 13, 1998 and November 10, 1998,
         respectively.

              3. The  description of the Company's  Common Stock is contained in
         its  Registration  Statement on Form 10 filed pursuant to Section 12 of
         the Securities Exchange Act of 1934.

            In addition,  all reports and other  documents that we  subsequently
file pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a  post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in, and
to be a part of,  this  registration  statement  from the date of filing of such
documents (such documents, and the documents enumerated above, being referred to
in this registration statement as "Incorporated Documents").

            To the extent information  contained in this registration  statement
or  any  Incorporated   Document  differs  from  information   contained  in  an
earlier-filed  Incorporated Document,  rely on the different information in this
registration statement or the later-filed Incorporated Document.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In conformity with Section  180.0850  through  Section  180.0859 of the
Wisconsin  Business  Corporation  Law, the Bylaws of the Company provide for the
indemnification  of officers and  directors of the Company for  liabilities  and
expenses incurred in any civil,  criminal or administrative  proceeding  brought
about as a result of the officer's or director's service to the Company.

         Indemnification is mandatory under Wisconsin law unless the director or
officer  is found to have  breached a duty to the  corporation  and to have been
guilty  of  certain  specified  wrongful  conduct.   The  Company  may  maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company against any loss,  whether or not the Company would have
the obligation to provide indemnification under Wisconsin law.

ITEM 8.     EXHIBITS.

         The exhibits  required by Item 601 of Regulation  S-K are listed in the
Exhibit Index hereto.
ITEM 9. UNDERTAKINGS.(a) The undersigned Company 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 (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  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 this  registration  statement.  Notwithstanding  the foregoing,  any
         increase or decrease in the 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 20 percent change in
         the maximum  aggregate  offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(l)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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  Company hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  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
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Company 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Wisconsin  Rapids,  State of Wisconsin on February 10,
1999.

                                       CONSOLIDATED PAPERS, INC.

                                       By:     /s/ Gorton M. Evans  
                                           -------------------------------------
                                                  Gorton M. Evans
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below hereby constitutes and appoints Gorton M. Evans and Carl
H. Wartman,  and each of them, his true and lawful  attorney-in-fact  and agent,
each with full power of substitution  and  revocation,  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,  and to
file the same with all  exhibits  thereto,  and other  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:

      SIGNATURE                        TITLE                          DATE
      ---------                        -----                          ----

/s/ George W. Mead       Chairman of the Board and Director    February 10, 1999
    George W. Mead

/s/ Gorton M. Evans      President, Chief Executive Officer 
    Gorton M. Evans      and Director
                         (Principal Executive Officer)         February 10, 1999

/s/ Richard J. Kenney    Senior Vice President, Finance
    Richard J. Kenney    (Principal Financial Officer)         February 10, 1999

/s/ David P. Nimtz       Controller
    David P. Nimtz       (Principal Accounting Officer)        February 10, 1999

/s/ Ruth Baldwin Barker
    Ruth Baldwin Barker         Director                       February 10, 1999

/s/ Wiley N. Caldwell
    Wiley N. Caldwell           Director                       February 10, 1999

________________________
    James D. Ericson            Director
/s/ Sally M. Hands
    Sally M. Hands              Director                       February 10, 1999

/s/ J. Joseph King
    J. Joseph King              Director                       February 10, 1999

/s/ Bernard S. Kubale
    Bernard S. Kubale           Director                       February 10, 1999

/s/ D. Richard Mead, Jr.
    D. Richard Mead, Jr.        Director                       February 10, 1999
            

/s/ Gilbert D. Mead
    Gilbert D. Mead             Director                       February 10, 1999

/s/ Lawrence R. Nash
    Lawrence R. Nash            Director                       February 10, 1999

________________________
    Glenn N. Rupp               Director

/s/ John S. Shiely
    John S. Shiely              Director                       February 10, 1999
EXHIBIT INDEX

EXHIBIT                                           DESCRIPTION OF EXHIBIT
NUMBER 

 5.1            Opinion of McDermott, Will & Emery as to the legality of the 
                securities being registered.

 23.1           Consent of McDermott, Will & Emery (included in its opinion 
                filed as Exhibit 5.1).

 23.2           Consent of Arthur Andersen LLP.

 24             Power of Attorney (included with the signature page to this 
                registration statement).