FORM S-8

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 WAUSAU-MOSINEE PAPER CORPORATION
      (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.)

                      1244 KRONENWETTER DRIVE
                  MOSINEE, WISCONSIN  54455-9099
        (Address of principal executive offices)  (Zip Code)

                     MOSINEE PAPER CORPORATION
                 1994 EXECUTIVE STOCK OPTION PLAN
                     (Full title of the plan)

                         GARY P. PETERSON
       SENIOR VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
                 WAUSAU-MOSINEE PAPER CORPORATION
                      1244 KRONENWETTER DRIVE
                      MOSINEE, WI  54455-9099
                          (715) 693-4470

                            Copies to:
                       ARNOLD J. KIBURZ III
                      RUDER, WARE & MICHLER,
                     A LIMITED LIABILITY 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)
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

                                         Proposed       Proposed maximum
 Title of securities  Amount to be   Maximum offering  aggregate offering     Amount of
  to be registered     registered     price per unit         price        registration fee
 <S>                    <C>              <C>              <C>                <C>
 Common stock,          350,000          $     (1)        $     (1)          $2,102(2)
 no par value           shares
<FN>
    (1) Estimated solely for purposes of calculating registration fee pursuant
        to Rule 457(h).
    (2) Calculated pursuant to Rule 457(c) as of December 11, 1997.
</TABLE>
<PAGE>
                              PART II

                    INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

 The following documents filed by Wausau-Mosinee Paper Corporation
 ("Registrant") or the Mosinee Paper Corporation 1994 Executive Stock
 Option 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, 1997.

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

          (a)  Item 14, Form 10, December 10, 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 Form 10-Q, filed by the Registrant for the
               purpose of updating the descriptions contained in the
               documents described in (a), (b), (c) and (d).

     (3)  From the date of filing of such documents described in (1) and
          (2), 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.

                                   -2-

 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.

     Sections 10.1-10.2 of the Registrant's bylaws are substantially
 similar to the provisions of sections 180.0850 to 180.0859 of the
 Wisconsin statutes.  The Registrant's bylaws extend coverage to directors
 or officers serving in a fiduciary or administrative capacity and also set
 forth procedures to be followed in obtaining indemnification.  Officers
 and directors of the 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 Registrant has in effect insurance policies which, among other
 things, insure directors and officers of the Registrant against certain
 claims which are not indemnified by the Registrant.

                                   -3-

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

 ITEM 8.  EXHIBITS.
     Exhibit 4.1  Restated Articles of Incorporation of Wausau-Mosinee
                  Paper Corporation, as amended effective as of
                  December 17, 1997.

     Exhibit 4.2  Restated Bylaws of Wausau-Mosinee Paper Corporation, as
                  last amended December 17, 1997.
<PAGE>
     Exhibit 4.3  Mosinee Paper Corporation 1994 Executive Stock Option
                  Plan (incorporated by reference to Item 6(a), Exhibit
                  10.7 to the Registrant's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1997).

     Exhibit 5.1  Opinion of Ruder, Ware & Michler, A Limited Liability
                  S.C.

     Exhibit 23.1 Consent of Wipfli Ullrich Bertelson LLP.

     Exhibit 24.1 Powers of attorney are set forth under "Signatures,"
                  page 8 of this Form S-8.

 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

                                   -4-

                    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.
<PAGE>
          (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

                                  -5-

 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.

                                   -6-
<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 December 17, 1997.

                                   WAUSAU-MOSINEE PAPER CORPORATION



                                   By:  GARY P. PETERSON
                                        Gary P. Peterson
                                        Senior Vice President-Finance,
                                        Secretary and Treasurer
                                        (On behalf of Registrant and
                                        as Principal Financial Officer and
                                        Principal Accounting Officer)

                                   -7-
<PAGE>
                            SIGNATURES


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
 appears below constitutes and appoints Daniel R. Olvey and Gary P.
 Peterson 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 December 17, 1997 by
 the following persons in the capacities indicated.



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


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



 HARRY R. BAKER                    RICHARD L. RADT
 Harry R. Baker                    Richard L. Radt
 Director                          Director



 RICHARD G. JACOBUS                WALTER ALEXANDER
 Richard G. Jacobus                Walter Alexander
 Director                          Director

                                   -8-
<PAGE>
                           EXHIBIT INDEX
                                TO
                             FORM S-8
                                OF
                 WAUSAU-MOSINEE PAPER CORPORATION
             PURSUANT TO <section>232.102(D) OF REGULATION S-T
                      (17 C.F.R. <section>232.102(D))



     EXHIBIT 4.1  RESTATED ARTICLES OF INCORPORATION OF WAUSAU-MOSINEE
                  PAPER CORPORATION, AS AMENDED EFFECTIVE AS OF
                  DECEMBER 17, 1997.

     EXHIBIT 4.2  RESTATED BYLAWS OF WAUSAU-MOSINEE PAPER CORPORATION, AS
                  LAST AMENDED DECEMBER 17, 1997.

     EXHIBIT 5.1  OPINION OF RUDER, WARE & MICHLER, A LIMITED LIABILITY
                  S.C.

     EXHIBIT 23.1 CONSENT OF WIPFLI ULLRICH BERTELSON LLP.

                                   -9-
[{"type": "S-8", "sequence": "1", "description": "WAUSAU-MOSINEE PAPER CORPORATION S-8 RE MOSINEE", "secsgml_size_bytes": 17004}]
{"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": "333-42447", "film-number": "97739663"}, "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"}}
FORM S-8

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 WAUSAU-MOSINEE PAPER CORPORATION
      (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.)

                      1244 KRONENWETTER DRIVE
                  MOSINEE, WISCONSIN  54455-9099
        (Address of principal executive offices)  (Zip Code)

                     MOSINEE PAPER CORPORATION
                 1994 EXECUTIVE STOCK OPTION PLAN
                     (Full title of the plan)

                         GARY P. PETERSON
       SENIOR VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
                 WAUSAU-MOSINEE PAPER CORPORATION
                      1244 KRONENWETTER DRIVE
                      MOSINEE, WI  54455-9099
                          (715) 693-4470

                            Copies to:
                       ARNOLD J. KIBURZ III
                      RUDER, WARE & MICHLER,
                     A LIMITED LIABILITY 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     registered     price per unit         price        registration fee
Common stock,          350,000          $     (1)        $     (1)          $2,102(2)
 no par value           shares
(1) Estimated solely for purposes of calculating registration fee pursuant
        to Rule 457(h).
    (2) Calculated pursuant to Rule 457(c) as of December 11, 1997.
PART II

                    INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

 The following documents filed by Wausau-Mosinee Paper Corporation
 ("Registrant") or the Mosinee Paper Corporation 1994 Executive Stock
 Option 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, 1997.

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

          (a)  Item 14, Form 10, December 10, 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 Form 10-Q, filed by the Registrant for the
               purpose of updating the descriptions contained in the
               documents described in (a), (b), (c) and (d).

     (3)  From the date of filing of such documents described in (1) and
          (2), 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.

                                   -2-

 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.

     Sections 10.1-10.2 of the Registrant's bylaws are substantially
 similar to the provisions of sections 180.0850 to 180.0859 of the
 Wisconsin statutes.  The Registrant's bylaws extend coverage to directors
 or officers serving in a fiduciary or administrative capacity and also set
 forth procedures to be followed in obtaining indemnification.  Officers
 and directors of the 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 Registrant has in effect insurance policies which, among other
 things, insure directors and officers of the Registrant against certain
 claims which are not indemnified by the Registrant.

                                   -3-

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

 ITEM 8.  EXHIBITS.
     Exhibit 4.1  Restated Articles of Incorporation of Wausau-Mosinee
                  Paper Corporation, as amended effective as of
                  December 17, 1997.

     Exhibit 4.2  Restated Bylaws of Wausau-Mosinee Paper Corporation, as
                  last amended December 17, 1997.
Exhibit 4.3  Mosinee Paper Corporation 1994 Executive Stock Option
                  Plan (incorporated by reference to Item 6(a), Exhibit
                  10.7 to the Registrant's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1997).

     Exhibit 5.1  Opinion of Ruder, Ware & Michler, A Limited Liability
                  S.C.

     Exhibit 23.1 Consent of Wipfli Ullrich Bertelson LLP.

     Exhibit 24.1 Powers of attorney are set forth under "Signatures,"
                  page 8 of this Form S-8.

 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

                                   -4-

                    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

                                  -5-

 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.

                                   -6-
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 December 17, 1997.

                                   WAUSAU-MOSINEE PAPER CORPORATION

                                   By:  GARY P. PETERSON
                                        Gary P. Peterson
                                        Senior Vice President-Finance,
                                        Secretary and Treasurer
                                        (On behalf of Registrant and
                                        as Principal Financial Officer and
                                        Principal Accounting Officer)

                                   -7-
SIGNATURES

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
 appears below constitutes and appoints Daniel R. Olvey and Gary P.
 Peterson 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 December 17, 1997 by
 the following persons in the capacities indicated.

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

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

 HARRY R. BAKER                    RICHARD L. RADT
 Harry R. Baker                    Richard L. Radt
 Director                          Director

 RICHARD G. JACOBUS                WALTER ALEXANDER
 Richard G. Jacobus                Walter Alexander
 Director                          Director

                                   -8-
EXHIBIT INDEX
                                TO
                             FORM S-8
                                OF
                 WAUSAU-MOSINEE PAPER CORPORATION
             PURSUANT TO
232.102(D) OF REGULATION S-T
                      (17 C.F.R.
232.102(D))

     EXHIBIT 4.1  RESTATED ARTICLES OF INCORPORATION OF WAUSAU-MOSINEE
                  PAPER CORPORATION, AS AMENDED EFFECTIVE AS OF
                  DECEMBER 17, 1997.

     EXHIBIT 4.2  RESTATED BYLAWS OF WAUSAU-MOSINEE PAPER CORPORATION, AS
                  LAST AMENDED DECEMBER 17, 1997.

     EXHIBIT 5.1  OPINION OF RUDER, WARE & MICHLER, A LIMITED LIABILITY
                  S.C.

     EXHIBIT 23.1 CONSENT OF WIPFLI ULLRICH BERTELSON LLP.

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