SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                           _______________________

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

        Date of Report:  November 6, 1995

                         INTERNATIONAL PAPER COMPANY
              (Exact Name of Registrant as Specified in Charter)

        NEW YORK                 1-3157              13-0872805
        (State or Other          (Commission         (IRS Employer
        Jurisdiction             File Number)        Identification
        of Incorporation)                            No.) 

        TWO MANHATTANVILLE ROAD, PURCHASE, N.Y.      10577
        (Address of Principal Executive Offices)     (Zip Code)

        Registrant's telephone number, including area code:  914-397-1500

                                Not Applicable.
        (Former Name or Former Address, if Changed Since Last Report)


        ITEM 5.   OTHER EVENTS.

                  On November 6, 1995, International Paper Company
        ("Registrant") and Federal Paper Board Company, Inc. ("FPB")
        entered into an Agreement and Plan of Merger ("Merger
        Agreement"), providing for a merger ("Merger") pursuant to
        which, and subject to the terms thereof, FPB would become a
        wholly owned subsidiary of the Registrant.  As of the
        effective time of the Merger, each outstanding share of FPB's
        common stock, ("FPB Shares"), other than shares as to which
        dissenters' rights may have been properly exercised, shares
        held in the Treasury of FPB or by any of its subsidiaries and
        shares owned by the Registrant or any of its subsidiaries, shall
        be converted into, at the election of the holder thereof, the
        right to receive one of the following (or a combination of
        both as determined under the Merger Agreement): (i) the
        number of shares of Registrant's Common Stock ("Registrant
        Common Stock"), determined by dividing $55.00 by an average
        of the last sales price of Registrant Common Stock on the New
        York Stock Exchange, Inc. Composite Tape for the 20 consecutive
        trading days ending on the trading day which is five days prior to
        the closing of the Merger, subject to the limitation that not more
        than 1.612 and not less than 1.275 shares of the Registrant Common
        Stock will be issued; and (ii) $55 in cash.  The election to
        receive cash or Registrant Common Stock will be subject to
        adjustment so that approximately 49% of the FPB Shares will
        be exchanged for cash, and 51% will be exchanged for shares
        of Registrant Common Stock.  The Merger is intended to
        qualify as a tax-free reorganization.  

                  The foregoing description of the Merger Agreement
        does not purport to be complete and is qualified in its
        entirety by reference to the Merger Agreement, a copy of
        which is attached hereto as Exhibit 2.1 and is hereby
        incorporated by reference in its entirety.  A copy of the joint
        press release, dated November 6, 1995, relating to the above-
        described transactions is attached hereto as Exhibit 99.1.

        ITEM 7:   FINANCIAL STATEMENT, PRO FORMA FINANCIAL
                  INFORMATION AND EXHIBITS.

                  (a)  Not applicable.
                  (b)  Not applicable.
                  (c)  Exhibits.

                  2.1   Agreement and Plan of Merger, dated as of
        November 6, 1995, among International Paper Company, Focus
        Merger Co., Inc., and Federal Paper Board Company, Inc.

                  99.1  Joint Press Release issued by International
        Paper Company and Federal Paper Board Company, Inc.


        SIGNATURES

                  Pursuant to the requirements of the Securities
        Exchange Act of 1934, the Registrant has duly caused this
        report to be signed on its behalf by the undersigned hereunto
        duly authorized.

                                      INTERNATIONAL PAPER COMPANY

                                      By:    /s/  Syvert E. Nerheim   
                                          Name:  Syvert E. Nerheim
                                          Title: Assistant Secretary

        Date:  November 13, 1995


        EXHIBIT INDEX

        2.1       Agreement and Plan of Merger, dated as of November
                  6, 1995, among International Paper Company, Focus
                  Merger Co., Inc., and Federal Paper Board Company,
                  Inc.

        99.1      Joint Press Release issued by International Paper
                  Company and Federal Paper Board Company, Inc.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4902}]
{"company-data": {"conformed-name": "INTERNATIONAL PAPER CO /NEW/", "cik": "0000051434", "assigned-sic": "2631", "irs-number": "130872805", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-03157", "film-number": "95590057"}, "business-address": {"street1": "TWO MANHATTANVILLE RD", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9143971500"}, "former-company": {"former-conformed-name": "INTERNATIONAL PAPER & POWER CORP", "date-changed": "19710527"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                           _______________________

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

        Date of Report:  November 6, 1995

                         INTERNATIONAL PAPER COMPANY
              (Exact Name of Registrant as Specified in Charter)

        NEW YORK                 1-3157              13-0872805
        (State or Other          (Commission         (IRS Employer
        Jurisdiction             File Number)        Identification
        of Incorporation)                            No.) 

        TWO MANHATTANVILLE ROAD, PURCHASE, N.Y.      10577
        (Address of Principal Executive Offices)     (Zip Code)

        Registrant's telephone number, including area code:  914-397-1500

                                Not Applicable.
        (Former Name or Former Address, if Changed Since Last Report)

        ITEM 5.   OTHER EVENTS.

                  On November 6, 1995, International Paper Company
        ("Registrant") and Federal Paper Board Company, Inc. ("FPB")
        entered into an Agreement and Plan of Merger ("Merger
        Agreement"), providing for a merger ("Merger") pursuant to
        which, and subject to the terms thereof, FPB would become a
        wholly owned subsidiary of the Registrant.  As of the
        effective time of the Merger, each outstanding share of FPB's
        common stock, ("FPB Shares"), other than shares as to which
        dissenters' rights may have been properly exercised, shares
        held in the Treasury of FPB or by any of its subsidiaries and
        shares owned by the Registrant or any of its subsidiaries, shall
        be converted into, at the election of the holder thereof, the
        right to receive one of the following (or a combination of
        both as determined under the Merger Agreement): (i) the
        number of shares of Registrant's Common Stock ("Registrant
        Common Stock"), determined by dividing $55.00 by an average
        of the last sales price of Registrant Common Stock on the New
        York Stock Exchange, Inc. Composite Tape for the 20 consecutive
        trading days ending on the trading day which is five days prior to
        the closing of the Merger, subject to the limitation that not more
        than 1.612 and not less than 1.275 shares of the Registrant Common
        Stock will be issued; and (ii) $55 in cash.  The election to
        receive cash or Registrant Common Stock will be subject to
        adjustment so that approximately 49% of the FPB Shares will
        be exchanged for cash, and 51% will be exchanged for shares
        of Registrant Common Stock.  The Merger is intended to
        qualify as a tax-free reorganization.  

                  The foregoing description of the Merger Agreement
        does not purport to be complete and is qualified in its
        entirety by reference to the Merger Agreement, a copy of
        which is attached hereto as Exhibit 2.1 and is hereby
        incorporated by reference in its entirety.  A copy of the joint
        press release, dated November 6, 1995, relating to the above-
        described transactions is attached hereto as Exhibit 99.1.

        ITEM 7:   FINANCIAL STATEMENT, PRO FORMA FINANCIAL
                  INFORMATION AND EXHIBITS.

                  (a)  Not applicable.
                  (b)  Not applicable.
                  (c)  Exhibits.

                  2.1   Agreement and Plan of Merger, dated as of
        November 6, 1995, among International Paper Company, Focus
        Merger Co., Inc., and Federal Paper Board Company, Inc.

                  99.1  Joint Press Release issued by International
        Paper Company and Federal Paper Board Company, Inc.

        SIGNATURES

                  Pursuant to the requirements of the Securities
        Exchange Act of 1934, the Registrant has duly caused this
        report to be signed on its behalf by the undersigned hereunto
        duly authorized.

                                      INTERNATIONAL PAPER COMPANY

                                      By:    /s/  Syvert E. Nerheim   
                                          Name:  Syvert E. Nerheim
                                          Title: Assistant Secretary

        Date:  November 13, 1995

        EXHIBIT INDEX

        2.1       Agreement and Plan of Merger, dated as of November
                  6, 1995, among International Paper Company, Focus
                  Merger Co., Inc., and Federal Paper Board Company,
                  Inc.

        99.1      Joint Press Release issued by International Paper
                  Company and Federal Paper Board Company, Inc.