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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 10-Q

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                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2000

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                        Commission file number: 33-60032

                            Buckeye Technologies Inc.

                  incorporated pursuant to the Laws of Delaware

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       Internal Revenue Service -- Employer Identification No. 62-1518973

                     1001 Tillman Street, Memphis, TN 38112

                                  901-320-8100

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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No ____

As of February 5, 2001, there were outstanding 34,526,940 Common Shares
of the Registrant.

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                                     INDEX

                           BUCKEYE TECHNOLOGIES INC.





                                                                                                           
    ITEM                                                                                                      PAGE

                                             PART I - FINANCIAL INFORMATION

       1.     Financial Statements (Unaudited):
              Condensed  Consolidated  Statements  of Income for the Three Months Ended  December 31, 2000
                   and 1999; Six Months Ended December 31, 2000 and 1999..................................        3
              Condensed Consolidated Balance Sheets as of December 31, 2000 and June 30, 2000.............        4
              Condensed  Consolidated  Statements of Cash Flows for the Six Months Ended December 31, 2000
                   and 1999...............................................................................        5
              Notes to Condensed Consolidated Financial Statements........................................        6

       2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.......        8

                                              PART II - OTHER INFORMATION

       4.     Submission of Matters to a Vote of Security Holders.........................................       10
       6.     Exhibits and Reports on Form 8-K............................................................       10

                                                       SIGNATURES                                                11










                                                         PART I - FINANCIAL INFORMATION
                                                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                                  (Unaudited)
                                                     (In thousands, except per share data)


                                                                 Three Months Ended               Six Months Ended
                                                                     December 31                     December 31
                                                             ----------------------------    ----------------------------
                                                                   2000          1999               2000          1999
                                                             ----------------------------    ----------------------------
                                                                                                    
Net sales..............................................           $175,803      $183,702          $354,712      $337,102
Cost of goods sold.....................................            132,431       136,066           263,042       247,246
                                                             ----------------------------    ----------------------------
Gross margin...........................................             43,372        47,636            91,670        89,856

Selling, research and administrative expenses..........             12,427        13,570            25,835        25,800
                                                             ----------------------------    ----------------------------
Operating income.......................................             30,945        34,066            65,835        64,056

Net interest expense and amortization of debt costs....             11,294        11,349            22,559        20,570
Other..................................................                401         1,172               560         2,301
                                                             ----------------------------    ----------------------------

Income before income taxes.............................             19,250        21,545            42,716        41,185
Income taxes...........................................              5,932         7,307            13,862        13,592
                                                             ----------------------------    ----------------------------

Net income.............................................           $ 13,318      $ 14,238          $ 28,854      $ 27,593
                                                             ============================    ============================

Basic earnings per share...............................             $ 0.38        $ 0.40            $ 0.83        $ 0.78
                                                             ============================    ============================
Diluted earnings per share.............................             $ 0.38        $ 0.40            $ 0.80        $ 0.77
                                                             ============================    ============================

Weighted average shares for basic earnings per share                34,755        35,171            34,776        35,273
Effect of dilutive stock options                                       702           711             1,085           725
                                                             ----------------------------    ----------------------------
Adjusted weighted average shares for diluted earnings
      per share                                                     35,457        35,882            35,861        35,998
                                                             ============================    ============================


                             See accompanying notes.


                                       3



                         PART I - FINANCIAL INFORMATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)




                                                                           December 31                 June 30
                                                                              2000                       2000
                                                                         ----------------          -----------------
                                                                                                  
Assets
Current assets:

     Cash and cash equivalents....................................            $  8,653                   $ 12,257
     Accounts receivable - net....................................             109,131                    111,899
     Inventories..................................................             123,111                    107,238
     Deferred income taxes and other..............................              13,108                     13,556
                                                                         ----------------          -----------------
              Total current assets................................             254,003                    244,950

Property, plant and equipment.....................................             793,205                    717,646
Less accumulated depreciation.....................................            (217,941)                  (197,244)
                                                                         ----------------          -----------------
                                                                               575,264                    520,402
Goodwill, net.....................................................             138,075                    122,399
Intellectual property and other, net..............................              43,835                     42,970
                                                                         ----------------          -----------------
              Total assets........................................          $1,011,177                   $930,721
                                                                         ================          =================

Liabilities and stockholders' equity Current liabilities:

     Accounts payable.............................................            $ 30,480                   $ 36,397
     Accrued expenses.............................................              54,551                     71,549
     Current portion of long-term debt                                          27,000                     26,892
                                                                         ----------------          -----------------
              Total current liabilities...........................             112,031                    134,838

     Long-term debt...............................................             588,854                    505,983
     Accrued postretirement benefit obligation....................              18,244                     17,531
     Deferred income taxes........................................              58,865                     56,691
     Other liabilities............................................               1,572                      1,699
Stockholders' equity..............................................             231,611                    213,979
                                                                         ----------------          -----------------
              Total liabilities and stockholders' equity..........          $1,011,177                   $930,721
                                                                         ================          =================


                             See accompanying notes.

                                       4



                         PART I - FINANCIAL INFORMATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)




                                                                                      Six Months Ended
                                                                                        December 31
                                                                         ------------------------------------
                                                                              2000                1999
                                                                         ----------------   -----------------
                                                                                           
Operating activities

Net income........................................................           $28,854             $27,593
Adjustments to reconcile net income to net cash provided by operating
   activities:
       Depreciation...............................................            21,649              21,324
       Amortization ..............................................             3,759               2,711
       Deferred income taxes and other............................             1,883               5,025
       Changes in operating assets and liabilities:
           Accounts receivable....................................            (9,136)              4,801
           Inventories............................................           (16,288)                (87)
           Other assets...........................................               350               3,015
           Accounts payable and other current liabilities.........           (22,222)             (3,172)
                                                                         ----------------   -----------------
Net cash provided by operating activities.........................            22,786              47,273

Investing activities

Acquisition of businesses.........................................           (36,388)            (28,090)
Purchases of property, plant and equipment........................           (68,094)            (20,154)
                                                                         ----------------   -----------------
Net cash used in investing activities.............................          (104,482)            (48,244)

Financing activities

Purchase of treasury shares.......................................            (5,526)              (6,052)

Proceeds from sale of equity interests............................               300                2,558

Net borrowings under revolving line of credit.....................           102,728               15,582
Net payments on long term debt....................................           (20,000)                   -
Other.............................................................               177                    -
                                                                         ----------------   -----------------
Net cash provided by financing activities.........................            10,533               79,234

Effect of foreign currency rate fluctuations on cash..............              (638)              (1,142)
                                                                         ----------------   -----------------
Increase (decrease) in cash and cash equivalents..................            (3,604)               8,924
Cash and cash equivalents at beginning of period..................               403               12,257
                                                                         ----------------   -----------------
Cash and cash equivalents at end of period........................            $8,653              $ 9,327
                                                                         ================   =================


                             See accompanying notes.

                                       5



NOTE A -- BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
of Buckeye  Technologies  Inc.  and its  subsidiaries  (the  Company)  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three and six months ended December 31,
2000 are not necessarily  indicative of the results that may be expected for the
year ended June 30, 2001. All significant intercompany accounts and transactions
have been eliminated in consolidation.  For further information and a listing of
the Company's significant accounting policies, refer to the financial statements
and notes thereto  included in the Company's  annual report on Form 10-K for the
year ended June 30, 2000.

Certain  amounts in the financial  statements  for the period ended December 31,
1999 have been  reclassified  to conform with the financial  statements  for the
period ended December 31, 2000.

NOTE B - BUSINESS COMBINATION

         On October 1, 1999, the Company acquired  essentially all of the assets
of Walkisoft,  UPM-Kymmene's  nonwovens business for $29,501 in cash and $83,963
($88,000  in  notes  payable,  net  of  $4,037  discount)  in  debt  payable  to
UPM-Kymmene.  The  acquisition of Walkisoft  added  manufacturing  facilities in
Steinfurt,  Germany and Gaston County,  North  Carolina,  as well as engineering
operations  in  Finland.  On August 1, 2000,  the  Company  acquired  the cotton
cellulose  business of Fibra,  S.A.  (Fibra),  located in Americana,  Brazil for
approximately   $36.5  million,   including  related   acquisition   costs.  The
acquisition  has been funded using  borrowings  from the  Company's  bank credit
facility.  Both  acquisitions  were  accounted for using the purchase  method of
accounting. The allocation of the purchase price for Fibra is preliminary as the
Company is awaiting a final appraisal.

         The  consolidated  operating  results of Walkisoft  and Fibra have been
included  in the  consolidated  statements  of  income  from  the  dates  of the
acquisition. The following unaudited pro forma results of operations assume that
the acquisitions occurred at the beginning of the periods presented.

    Pro forma results of operations           Six Months Ended December 31
                                                 2000               1999
                                        --------------------------------------

    Net sales                                  $355,342           $358,504
    Net income                                   28,812             26,417
    Basic earnings per share                       0.83               0.75
    Diluted earnings per share                     0.80               0.73



                                       6



         The pro  forma  financial  information  is  presented  for  information
purposes only and is not  necessarily  indicative of the operating  results that
would have  occurred had the business  combination  been  consummated  as of the
above dates, nor is it necessarily indicative of future operating results.

NOTE C -- INVENTORIES

         The components of inventory consist of the following:

                                              December 31          June 30
                                                 2000               2000
                                           -------------------------------------
                                                      (In thousands)
      Raw materials.....................       $ 36,150           $ 26,527
      Finished goods....................         64,967             59,255
      Storeroom and other supplies......         21,994             21,456
                                           -------------------------------------
                                               $123,111           $107,238
                                           =====================================


NOTE D -- COMPREHENSIVE INCOME

         The components of comprehensive income consist of the following:



                                                            Three Months Ended                Six Months Ended
                                                               December 31                       December 31
                                                       --------------------------------------------------------------
                                                           2000           1999               2000          1999
                                                       --------------------------------------------------------------
                                                              (In thousands)                   (In thousands)
                                                                                                
Net income......................................           $13,318      $14,238             $28,854         $27,593
Foreign currency translation adjustments - net..             6,304       (7,075)             (8,170)        (2,983)
                                                       -----------------------------     ----------------------------
Comprehensive income............................           $19,622      $ 7,163             $20,684         $24,610
                                                       =============================     ============================


The Company has increased its foreign assets through various  acquisitions.  The
change in the  foreign  currency  translation  adjustment  is  primarily  due to
fluctuations in the exchange rate of the Euro and the US Dollar.

                                       7




Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


Results of Operations

         Net sales for the three  months  ended  December  31,  2000 were $175.8
million compared to $183.7 million for the same period in the prior fiscal year,
a decrease of $7.9  million or 4.3%.  Net sales for the  six-month  period ended
December 31, 2000 were $354.7  million  compared to $337.1  million for the same
period in the prior  fiscal  year,  an  increase of $17.6  million or 5.2%.  The
decrease for the three month period is mainly due to lower shipment volumes. The
increase for the six month period is mainly due to the acquisition of Walkisoft.

         Operating income for the three months ended December 31, 2000 was $30.9
million  compared to $34.1 million for the same period in the prior fiscal year,
a decrease  of $3.2  million  or 9.4%.  The  decrease  is due  primarily  to the
increased cost of cotton fibers and start-up costs related to folding  nonwovens
materials. Operating income for the six months ended December 31, 2000 was $65.8
million  compared to $64.1 million for the same period in the prior fiscal year,
an increase of $1.7 million or 2.7%.  The  increase is  primarily  due to higher
prices on fluff pulp sales.

         Net interest  expense and amortization of debt costs were $11.3 million
for both the three  months  ended  December  31, 2000 and the three months ended
December 31,  1999.  Net interest  expense and  amortization  of debt costs were
$22.6  million for the six months  ended  December  31,  2000  compared to $20.6
million  for the same  period  of the  prior  fiscal  year.  This  increase  was
primarily due to higher debt levels.

         Other  expenses  for the  quarter  ended  December  31,  2000 were $0.4
million  compared to $1.2 million for the quarter ended December 31, 1999. Other
expenses for the six months ended  December 31, 2000 were $0.6 million  compared
to $2.3 million for the six months ended December 31, 1999. The decrease in both
periods was due to higher gains from foreign  currency  transactions  offsetting
amortization of goodwill and intellectual properties.

         The  Company's  effective  tax rate of 30.8% for the three months ended
December  31, 2000 is lower than the  effective  tax rate of 33.9% for the three
months ended December 31, 1999  primarily due to a  year-to-date  adjustment for
recently enacted lower tax rates in Germany.

Financial Condition

     Cash Flow

         Cash provided by operating activities for the six months ended December
31,  2000 was $22.8  million.  These  funds  were used,  along  with  additional
borrowings  from the credit  facility,  to  construct,  purchase,  modernize and
upgrade production equipment and facilities, to repurchase stock and to make the
first $22 million note  payment to  UPM-Kymmene  for the purchase of  Walkisoft.
During the six months ended December 31, 2000, the Company  repurchased  426,800
shares of common stock, pursuant to a 5,000,000 share repurchase plan. The total
number of shares  repurchased  through  this plan  through  December 31, 2000 is
4,666,800. On January 16, 2001, the Board of Directors authorized the repurchase
of an  additional  one million  shares of common stock to bring the total shares
authorized to be repurchased to 6,000,000 shares.

                                       8



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (cont'd)


     Liquidity and Capital Resources

         In May 2001, the borrowing  availability on the Company's existing bank
credit  facility  will  be  reduced  by $75  million.  In  anticipation  of this
reduction,  the Company is currently  working on having a new credit facility in
place by early April 2001. With this new credit  facility,  the Company believes
that its cash flow from operations, together with the borrowings available under
this credit facility will be sufficient to fund capital expenditures  (including
the  completion  of the  construction  of the airlaid  nonwovens  machine at the
Gaston  County,  North  Carolina  plant and  environmental  expenditures),  meet
operating  expenses,  fund authorized common stock repurchases,  and service all
debt requirements for the foreseeable  future. At December 31, 2000, the Company
had unused  borrowing  availability  of  approximately  $93  million on its bank
credit  facility.  The Company  has also  announced  the  deferral of the second
airlaid  nonwoven  machine at the  facility in Cork,  Ireland and now  estimates
capital  expenditures  for the  fiscal  year  ending  June  30,  2001  to  total
approximately $155 million.

                                       9




                           PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         On  November  2,  2000,   the  Company  held  its  Annual   Meeting  of
Stockholders.  At the  meeting,  Red  Cavaney  and  David B.  Ferraro  were each
re-elected  as Class I directors to hold office for a  three-year  term or until
their  successors are elected and qualified.  For Red Cavaney,  32,192,493 votes
were  cast in favor and  249,014  votes  were  withheld.  For David B.  Ferraro,
32,192,493 votes were cast in favor and 249,014 were withheld.

         Following the election, the Company's Board of Directors consisted of
Mr. Red Cavaney, Mr. R. Howard Cannon, Mr. Robert E. Cannon,
Mr. David B.Ferraro, Mr. Henry F. Frigon, Mr. Samuel M. Mencoff,
and Mr. Harry J. Phillips, Sr.

         On January 12, 2001,  after four years of  distinguished  service on
the Company's Board of Directors,  Mr. Harry J. Phillips, Sr. passed away.

         The stockholders  also ratified the appointment of Ernst & Young LLP as
the Company's independent  auditors.  32,397,465 votes were cast in favor of the
ratification, 36,008 were cast against and 8,034 votes abstained.

Item 6.  Exhibits and Reports on Form 8-K

1.       Exhibit 10.1
          - Amended and Restated Formula Plan for Non-Employee Directors
2.       Reports on Form 8-K
         - The  Company  did not file any  reports  of Form 8-K  during  the six
           months ended December 31, 2000.

                                       10







Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Buckeye technologies inc.

By:      /S/ DAVID B. FERRARO
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David B. Ferraro, Director, President, and Chief Operating Officer

Date: February 6, 2001
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By:      /S/ GAYLE L. POWERLSON
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Gayle L. Powelson, Senior Vice President and Chief Financial Officer

Date:  February 6, 2001
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                                       11