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 (Date of earliest event reported): 
          March 12, 1996

                          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 2.   ACQUISITION OR DISPOSITION OF ASSETS.

               (a)  On March 12, 1996, International Paper Company
          (the "Registrant") completed the acquisition of Federal
          Paper Board Company, Inc., a North Carolina corporation
          ("Federal Paper Board") pursuant to the Restated and
          Amended Agreement and Plan of Merger dated as of
          November 6, 1995 and amended as of February 8, 1996 (the
          "Merger Agreement") by and among the Registrant, Federal
          Paper Board and Focus Merger Co, Inc., a North Carolina
          corporation and a wholly-owned subsidiary of the
          Registrant ("Merger Sub"), which provided for the merger
          (the "Merger") of Federal Paper Board with and into
          Merger Sub.  John R. Kennedy, formerly President and
          Chief Executive Officer of Federal Paper Board, was
          appointed to the Board of Directors of the Registrant as
          of the effective time of the Merger.  The Merger has been
          accounted for using the purchase method.  Capitalized
          terms used herein which are not otherwise defined herein
          have the meanings ascribed to such terms in the Merger
          Agreement.

                    Pursuant to the Merger Agreement, each holder
          of Federal Paper Board common stock had the right to
          elect whether to receive either $55.00 in cash or Stock
          Consideration equal to 1.454 shares of the Registrant's
          common stock per share of Federal Paper Board common
          stock, or to indicate no preference.  The election to
          receive cash or stock was subject to adjustment so that,
          in the aggregate, approximately 49% of the Federal Paper
          Board common stock would be exchanged for cash, and 51%
          for stock.  

                    Of the approximately 47.8 million shares of
          Federal Paper Board common stock outstanding at the
          effective time, approximately 34.9 million shares were
          covered by Stock Elections and 11.3 million were covered
          by Cash Elections.  As a result, each share of Federal
          Paper Board common stock covered by a Cash Election or a
          Non-Election has been converted into the right to receive
          $55.00 in cash, and each share of Federal Paper Board
          common stock covered by a Stock Election has been
          converted into the right to receive approximately 1.013
          shares of the Registrant's common stock and approximately
          $16.68 in cash.  In aggregate, approximately 35.3 million
          shares of the Registrant's common stock were issued and
          approximately $1.285 billion is payable to former holders
          of Federal Paper Board common stock in connection with
          the Merger.  The source of funds for the cash portion of
          the Merger Consideration was privately placed commercial
          paper and money market loans.  In addition, options with
          respect to approximately 3.6 million shares of the
          Registrant's common stock were granted in substitution of
          options held pursuant to certain Federal Paper Board
          stock option plans upon the same terms and conditions as
          under the applicable Federal Paper Board plan.           

                    The foregoing description of the Merger does
          not purport to be complete and is qualified in its
          entirety by reference to the Merger Agreement
          incorporated herein by reference to Annex I to the Proxy
          Statement/Prospectus (the "Proxy Statement/Prospectus")
          dated February 9, 1996, forming part of the Registration
          Statement on Form S-4 (Registration No. 333-00843) of the
          Registrant.  A copy of a press release, dated March 12,
          1996, relating to the above-described transaction is
          attached hereto as Exhibit 99.1.

               (b)  The Registrant does not presently intend to
          change substantially the business of Federal Paper Board. 
          Reference is made to the information contained in the
          Proxy Statement/Prospectus under the caption "Summary -
          The Companies - Federal Paper Board Company, Inc.", which
          information is incorporated herein by reference.  

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

               (a)  Financial Statements of Business Acquired.

                    The audited consolidated balance sheet of
          Federal Paper Board as of December 30, 1995 and the
          related consolidated statements of income, cash flows and
          shareholders' equity for the fiscal year ended
          December 30, 1995 and the related notes to the financial
          statements are incorporated by reference to the Current
          Report on Form 8-K filed by Federal Paper Board on
          February 29, 1996.

               (b)  Pro Forma Financial Information.

                       INTERNATIONAL PAPER AND FEDERAL PAPER BOARD
               UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

               The unaudited pro forma condensed combined financial
          information presented herein gives effect to the Merger
          of International Paper and Federal Paper Board and the
          redemption (the "Redemption") of Federal Paper Board
          Convertible Preferred Stock in accordance with the Merger
          Agreement.  The International Paper statement of earnings
          for the year ended December 31, 1995 and the balance
          sheet at December 31, 1995 are adjusted from historical
          amounts to reflect acquisitions in 1995 of interests in
          the following businesses accounted for under the purchase
          method (collectively, the "IP Pro Forma Events"):  shares
          of stock of Carter Holt Harvey, Ltd., the assets of
          Carpenter Paper Company and Seaman-Patrick Holding
          Company, the high-pressure laminates business of
          Westinghouse, the common stock of Papetries de Lana, and
          the inks and adhesive resins business of DSM S.A.
          ("DSM").  The Unaudited Pro Forma Condensed Combined
          Balance Sheet combines the historical balance sheets of
          International Paper and Federal Paper Board as if the
          Merger, the Redemption and the IP Pro Forma Events
          occurred as of December 31, 1995, after giving effect to
          purchase accounting and the other adjustments described
          in the notes thereto.  The Unaudited Pro Forma Condensed
          Combined Statement of Earnings for the year ended
          December 31, 1995 assumes that the Merger, the Redemption
          and the IP Pro Forma Events occurred on January 1, 1995. 
          Accordingly, the pro forma financial information for 1995
          is based upon the historical financial statements of
          International Paper, including pro forma adjustments for
          previous IP acquisitions in 1995, and Federal Paper
          Board.   The pro forma information reflects stock
          consideration of 35,348,059 shares of IP Common Stock
          (which includes fractional shares) and cash consideration
          of approximately $1.285 billion.  In the accompanying
          unaudited pro forma condensed combined financial
          statements, each share of IP Common Stock has been valued
          at $37.65, the average of the closing market price on the
          New York Stock Exchange of IP Common Stock over a period
          just prior to and after March 7, 1996 (the date that the
          number of shares to be issued was determined).

               The unaudited pro forma combined financial
          statements and accompanying notes reflect the application
          of the purchase method of accounting.  Under this method
          of accounting, the purchase price will be allocated to
          the assets acquired and liabilities assumed based on
          their estimated fair values at the time of closing.  As
          described in the accompanying notes, estimates of the
          fair values of Federal Paper Board and its subsidiaries'
          assets and liabilities have been combined with the
          recorded values of the assets and liabilities of
          International Paper and its subsidiaries.  However,
          changes to the adjustments included in the unaudited pro
          forma condensed combined financial statements are
          expected as evaluations of assets and liabilities are
          completed and as additional information becomes
          available.  In addition, the results of operations of
          Federal Paper Board subsequent to December 31, 1995 will
          affect the allocation of the purchase price. 
          Accordingly, the final purchase price allocation will
          differ from those amounts set forth in the unaudited pro
          forma condensed combined financial statements.

               The Unaudited Pro Forma Condensed Combined Statement
          of Earnings excludes any non-recurring costs of
          International Paper acquiring Federal Paper Board. 
          International Paper expects to achieve certain reductions
          in costs subsequent to the Merger as a result of the
          combination and consolidation of the operations of
          International Paper and Federal Paper Board.  To comply
          with the SEC's pro forma reporting rules, the cost
          reductions reflected in the accompanying Unaudited Pro
          Forma Condensed Combined Statement of Earnings have been
          limited to specific salary and benefit costs that are
          expected to be eliminated by the Merger.

               The unaudited pro forma condensed combined financial
          statements are intended for informational purposes only
          and are not necessarily indicative of the future
          financial position or future results of operations of the
          combined company, or of the financial position or results
          of operations of the combined company that would have
          actually occurred had the Merger, the Redemption and the
          IP Pro Forma Events been in effect as of the date or for
          the period presented.  


     UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
     TO REFLECT THE FEDERAL PAPER BOARD MERGER
     YEAR ENDED DECEMBER 31, 1995
     (IN MILLIONS, EXCEPT PER SHARE DATA)

                             Internat-    Federal
                              ional        Paper       Pro    
                              Paper        Board      Forma       Pro
                              (Pro        (Histori    Adjust-     Forma
                              Forma)(a)     -cal)     ments      Combined

   NET SALES                  $20,599     $  1,913    $ 40 (b)    $  22,552

   COSTS AND EXPENSES

     Cost of products sold     14,385        1,254     (81) (c)      15,558   
                                                       
     Depreciation and              
       amortization             1,075          153      10 (d)        1,238

     Distribution expenses        821          --      105 (e)          926 

     Selling and            
      administrative expenses   1,503           97     (24) (f)       1,576 

     Taxes other than payroll              
       and income taxes           176          --       --              176 
                  
     Restructuring charge         --            72      --               72 

      Total Costs and Expenses 17,960        1,576      10           19,546 

      EARNINGS BEFORE INTEREST, 
        INCOME TAXES AND 
        MINORITY INTEREST       2,639          337      30            3,006 

        Interest expense, net     546          90       61 (g)          697
                                                        
      EARNINGS BEFORE INCOME
        TAXES AND MINORITY 
        INTEREST                2,093          247     (31)           2,309

        Provision for income                           
          taxes                   720         105        1 (h)          826

        Minority interest           
          expense, net of taxes   202        --         --              202

      NET EARNINGS            $ 1,171      $  142    $ (32)         $ 1,281

      EARNINGS PER COMMON              
        SHARE                 $  4.57                               $ 4.39(i)

      AVERAGE SHARES OF
        COMMON STOCK     
        OUTSTANDING             256.5                                 291.8

        The accompanying notes are an integral part of these
        Unaudited Pro Forma Condensed Combined Financial
        Statements.


     UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
     TO REFLECT THE FEDERAL PAPER BOARD MERGER
     DECEMBER 31, 1995
     (IN MILLIONS, EXCEPT PER SHARE DATA)

                             Internat-    Federal
                              ional        Paper       Pro    
                              Paper        Board      Forma       Pro
                              (Pro        (Histori    Adjust-     Forma
                              Forma)(a)     -cal)     ments      Combined

      ASSETS

      Current Assets

        Cash and temporary    
          investments         $    312    $  --       $ --        $    312  
        Accounts and notes
          receivable, net        2,571       114        (6)(j)       2,679
        Inventories              2,784       276         7(k)        3,067
        Other current assets       206        58         --            264
                                                       
      Total Current Assets       5,873       448         1           6,322

      Plants, Properties and 
        Equipment, Net          10,997     1,915        344(l)      13,256

      Forestlands                2,803       188        332(l)       3,323
                                                         
      Investments                1,420        --         --          1,420

      Goodwill                   1,355        57      1,467(m)       2,879

      Deferred Charges and   
        Other Assets             1,529        53         (6)(n)      1,576

      Total Assets             $23,977    $2,661     $ 2,138      $ 28,776
                                                            
      LIABILITIES AND COMMON
      SHAREHOLDERS' EQUITY

      Current Liabilities

        Notes payable and
          current maturities of 
          long-term debt      $  2,283    $  105     $ 1,825(o)   $  4,213
        Accounts payable and
          accrued liabilities    2,580       267          52(p)      2,899
                                                    
      Total Current Liabilities  4,863       372       1,877         7,112

      Long-Term Debt             5,946       816        (400)(o)     6,362
                                                          
      Deferred Income Taxes      1,974       401         131(q)      2,506

      Other Liabilities            980        60         139(r)      1,179
                                                         
      Minority Interest          1,967        --          --         1,967

      International Paper
        obligated mandatorily
        redeemable preferred       
        securities of Trust
        holding solely
        International Paper
        subordinated debentures    450        --          --           450

      SHAREHOLDERS' EQUITY                                  

        Common Stock               263       238        (203)(s)       298

        Paid-in capital          1,963       253       1,115(s)      3,331

        Retained earnings        5,627       524        (524)(s)     5,627
                                                          
        Less:  Common stock        
               held in treasury,                                 
               at cost             (56)       (3)           3(s)       (56)
                
      TOTAL SHAREHOLDERS' EQUITY 7,797     1,012          391        9,200

      TOTAL LIABILITIES AND  
        SHAREHOLDERS' EQUITY   $23,977    $2,661       $2,138     $ 28,776

        The accompanying notes are an integral part of these
        Unaudited Pro Forma Condensed Combined Financial
        Statements.


            INTERNATIONAL PAPER COMPANY AND FEDERAL PAPER BOARD
      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL  STATEMENTS

          The Unaudited Pro Forma Condensed Combined Statement of
     Earnings has been prepared as if the Merger, the Redemption and
     the IP Pro Forma Events occurred on January 1, 1995.  The
     Unaudited Pro Forma Condensed Combined Balance Sheet has been
     prepared as if the Merger, the Redemption and the IP Pro Forma
     Events occurred as of December 31, 1995.  The Merger has been
     accounted for under the purchase method of accounting.  The
     excess of the purchase price over the fair value of the net
     assets acquired is being amortized on a straight-line basis over
     a 40-year period.

          A preliminary allocation of the purchase price is summarized
     as follows (in millions):

      PURCHASE PRICE OF ACQUISITION
      Cash consideration (including transaction expenses) . .    $1,320
      Value of IP Common Stock exchanged for 51% of FPB Common
        Stock outstanding . . . . . . . . . . . . . . . . . .     1,331
      Value of options on IP Common Stock exchanged for all          
        outstanding options on FPB Common Stock . . . . . . .        73
                                                                 $2,724
        
      ALLOCATION OF PURCHASE PRICE
      Net assets of Federal Paper Board at December 31, 1995 . . $1,012
      Increase (decrease) to Federal Paper Board net asset
        value at December 31, 1995 as a result of estimated 
        fair value adjustments:   
          Plants, Properties and Equipment, net . . . . . . .       344 
          Forestlands . . . . . . . . . . . . . . . . . . . .       332 
          Accrued liabilities . . . . . . . . . . . . . . . .       (58) 
          Current maturities of long-term debt  . . . . . . .      (105) 
          Other liabilities . . . . . . . . . . . . . . . . .      (139)   
          Deferred income taxes . . . . . . . . . . . . . . .      (131) 
          Other, net  . . . . . . . . . . . . . . . . . . . .         2
      Excess of the purchase price over the fair value of the  
        net assets acquired . . . . . . . . . . . . . . . . . .   1,467 

           Total purchase price . . . . . . . . . . . . . . .    $2,724 

          The following is a summary of reclassifications and
     adjustments reflected in the Unaudited Pro Forma Condensed
     Combined Statement of Earnings:

        (a)         The International Paper Unaudited Pro Forma
                    Condensed Combined Financial Statements reflect
                    the IP Pro Forma Events. 

        (b)         Represents the elimination of sales from Federal
                    Paper Board to International Paper and
                    reclassification of distribution expenses from net
                    sales to distribution expenses to conform to
                    International Paper's financial reporting
                    presentation.  The pro forma adjustments to sales
                    are as follows:

                       Elimination of sales  . . . . .       $(65)
                       Reclassification of distribution       105
                       expenses  . . . . . . . . . . .       $ 40

        (c)         Represents reversal of the increase in the LIFO
                    reserve recorded by Federal Paper Board, and, as a
                    result of recording the excess of the pension
                    benefit obligation over plan assets for the
                    defined benefits pension plans and the excess
                    accumulated postretirement benefit obligation over
                    plan assets, the amortization of deferred losses
                    and the transition obligation are being reversed
                    from the periodic pension cost and postretirement
                    benefit cost, respectively.  Also includes
                    elimination of cost of sales related to sales from
                    Federal Paper Board to International Paper.  The
                    pro forma adjustments to cost of products sold are
                    as follows:

            Reversal of increase in the LIFO
              reserve . . . . . . . . . . .       $ (9)
            Reversal of amortization of
              deferred pension losses  . . . . .    (6)
            Reversal of amortization of
              transition obligation for the         
              postretirement benefit plan . . .     (1)
            Elimination of cost of sales          
              from Federal Paper Board to
              International Paper. . . . . . . .   (65)
                                                  $(81)

        (d)         Represents net adjustment to depreciation and
                    amortization expense as a result of (i) the step-
                    up of Federal Paper Board's plants, properties and
                    equipment; (ii) the utilization of International
                    Paper's policy on useful lives of such assets; and
                    (iii) amortization of excess cost over net assets
                    acquired over 40 years.  Such amounts also reflect
                    the reversal of amortization expense of start-up
                    costs that were capitalized by Federal Paper Board
                    and the reversal of goodwill amortization that was
                    recorded by Federal Paper Board on previous
                    acquisitions.  The pro forma adjustments to
                    depreciation and amortization are as follows:

                     Reduction of depreciation expense . . . . .     $(18)
                     Amortization of excess cost over
                       net assets acquired . . . . . .                 37
                     Reversal of amortization of
                       start-up costs . . . . . . . . . . . .          (6)
                     Reversal of Federal Paper Board
                       goodwill amortization . . . . . . . . .         (3)
                                                                     $(10)

        (e)         Represents reclassification of distribution
                    expense from net sales to distribution expense to
                    conform to International Paper's financial
                    reporting presentation.

        (f)         Represents the planned reduction of salaries
                    and benefits as a result of eliminating
                    duplicative office functions.

        (g)         Represents acquisition interest expense based upon
                    the private placement of commercial paper and
                    money market loans at an average interest rate of
                    5.53%, as well as a reduction of interest expense
                    for certain privately placed notes held by Federal
                    Paper Board assumed to be refinanced at applicable
                    International Paper rates.  The pro forma
                    adjustments to interest expense, net are as
                    follows:

                       Interest expense on acquisition   
                         debt  . . . . . . . . . . . . .      $ 73
                       Reduction of interest expense on
                         private placement notes               
                         assumed to be refinanced  . . . . . . (12)
                                                              $ 61 
              
        (h)         Represents the tax effect of the Unaudited Pro
                    Forma Condensed Combined Statements of Earnings
                    adjustments, excluding goodwill amortization,
                    based upon the statutory tax rate.

        (i)         The pro forma combined earnings per share
                    amounts, as presented in the accompanying
                    Unaudited Pro Forma Condensed Combined
                    Statement of Earnings, is based on the
                    weighted average number of shares of
                    International Paper outstanding for the
                    period presented.

        The following is a summary of reclassifications and
     adjustments reflected in the Unaudited Pro Forma Condensed
     Combined Balance Sheet:

        (j)         Represents the elimination of receivables
                    between Federal Paper Board and International
                    Paper.

        (k)         Represents the step-up of inventory to fair value
                    by $14 million and to expense Federal Paper
                    Board's by-product inventory of $7 million to
                    conform with International Paper's financial
                    reporting presentation.

        (l)         Represents the preliminary adjustments of
                    assets to fair value.

        (m)         Represents the preliminary estimate of excess
                    purchase price over the fair value of Federal
                    Paper Board net assets acquired.  The estimated
                    purchase price (estimated at $2,724 million)
                    includes acquisition related expenses and the
                    value of options on IP Common Stock exchanged for
                    all outstanding options on FPB common stock.

        (n)         Represents the reversal of deferred start-up costs
                    of $6 million to attain consistent accounting of
                    such costs with International Paper.

        (o)         Represents the issuance of privately placed
                    commercial paper and money market loans to finance
                    the transaction and an adjustment to record
                    certain Federal Paper Board privately placed notes
                    at fair market value which are assumed to be
                    refinanced by International Paper using commercial
                    paper.

        (p)         Represents accrual of estimated severance related
                    expenses of $63 million resulting from the Merger,
                    elimination of payables between International
                    Paper and Federal Paper Board of $6 million and
                    reversal of deferred gains on financial
                    instruments of $5 million.

        (q)         Represents the net tax effect of the pro forma
                    adjustments.

        (r)         Represents the recording of the excess of the
                    pension benefit obligation over plan assets for
                    the defined pension plans of $25 million and the
                    accumulated benefit obligation over plan assets of
                    $20 million for the postretirement benefit plan,
                    the reversal of deferred gains on financial
                    instruments of $6 million as well as the accrual
                    of additional costs of $100 million related to the
                    Merger.

        (s)         Represents the elimination of Federal Paper
                    Board's historical equity, issuance of shares by
                    International Paper to acquire 51% of the
                    outstanding shares of Federal Paper Board at the
                    conversion rate of 1.454 International Paper
                    shares for each share of Federal Paper Board and
                    the cost of exchanging outstanding options on
                    shares of Federal Paper Board stock for options of
                    International Paper stock based upon 2,450,280
                    Federal Paper Board stock options outstanding at
                    December 31, 1995 at an average exercise price of
                    $24.53 per share.  The pro forma adjustments to
                    shareholders' equity are summarized as follows:

                                       Common   Paid in    Retained  Treasury
                                        Stock   Capital    Earnings    Stock 

            Reversal of Federal Paper
              Board's equity  . . . .   $(238)  $ (253)    $(524)    $(3)
 
            Issuance of IP Common                
              Stock for 51% of FPB           
              Common Stock outstanding.    35    1,295       --       --

            Value of options on IP
              Common Stock exchanged 
              for all outstanding
              options on FPB      
              Common Stock. . . . .      --         73       --       --  
                                        $(203)  $1,115     $(524)    $(3)
                                 

                 INTERNATIONAL PAPER COMPANY AND ACQUISITIONS
             UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
                   EARNINGS TO REFLECT IP PRO FORMA EVENTS

               The following unaudited pro forma condensed combined
          statement of earnings for the year ended December 31,
          1995, and the related pro forma adjustments described in
          the accompanying notes, present the combined results of
          the continuing operations of International Paper, Carter
          Holt Harvey, Ltd., Carpenter Paper Company, Seaman-
          Patrick Holding Company, the high-pressure laminates
          business of Westinghouse, Papetries de Lana, and the inks
          and adhesive resins business of DSM, collectively
          referred to herein as the "IP Pro Forma Events".

               The acquisition of 26.5% of Carter Holt Harvey, Ltd.
          ("CHH") common stock was completed on April 20, 1995,
          thereby increasing International Paper's total ownership
          in CHH to 50.3% (50.2% on a fully diluted basis).  CHH
          was accounted for under the equity method in
          International Paper's historical financial statements
          until May 1, 1995, at which time International Paper
          began consolidating CHH's financial statements.  CHH is
          consolidated for all periods in the accompanying pro
          forma statements of earnings. 

               The assets of Carpenter Paper Company and Seaman-
          Patrick Holding Company were acquired on January 31, 1995
          in exchange for shares of IP Common Stock.  The common
          stock of Papetries de Lana was acquired on July 6, 1995. 
          The high-pressure laminates business was acquired from
          Westinghouse on September 1, 1995.  The acquisition of
          DSM was completed during October 1995.

               The unaudited pro forma condensed combined statement
          of earnings is prepared as if the transactions occurred
          as of the beginning of the period.   The pro forma
          adjustments are based on available information, estimated
          purchase price allocations and certain assumptions that
          International Paper believes are reasonable.  There can
          be no assurance that the assumptions and estimates will
          be realized.  The unaudited pro forma condensed combined
          statement of earnings does not purport to represent
          International Paper's actual results of operations if the
          transactions described above would have occurred at the
          beginning of the period.  In addition, the unaudited pro
          forma condensed combined statement of earnings may not be
          indicative of future results.  An unaudited pro forma
          condensed combined balance sheet as of December 31, 1995
          is not included in this document because International
          Paper's historical consolidated balance sheet as of
          December 31, 1995 includes the consolidation of the
          assets and liabilities of acquired businesses.


     INTERNATIONAL PAPER COMPANY AND ACQUISITIONS
     UNAUDITED PRO FORMA CONDENSED COMBINED
     STATEMENT OF EARNINGS TO REFLECT IP PRO FORMA EVENTS
     YEAR ENDED DECEMBER 31, 1995
     (IN MILLIONS, EXCEPT PER SHARE DATA)

                             Internat- 
                              ional       Acquired     Pro       Inter-
                              Paper       Business    Forma      national
                              (Histori-   (Histori-   Adjust-    Paper (Pro
                              cal)           cal)     ments(a)    Forma) 

      NET SALES               $19,797    $  802        $   --    $20,599
                                                            
      COSTS AND EXPENSES

        Cost of products sold  13,896       470            19 (b) 14,385

        Depreciation and      
          amortization          1,031        38             6 (c)  1,075

        Distribution expenses     794        28            (1)(d)    821

        Selling and                
          administrative
          expenses              1,381       122             --     1,503

        Taxes other than                     
          payroll and income    
          taxes                   174         2            --        176

          Total Costs and         
            Expenses           17,276       660            24     17,960

      EARNINGS BEFORE
        INTEREST, INCOME
        TAXES AND MINORITY
        INTEREST                2,521       142           (24)     2,639

        Interest expense, net     493        22            31 (e)    546

      EARNINGS BEFORE INCOME
        TAXES AND MINORITY 
        INTEREST                2,028       120           (55)     2,093
        
        Provision for income        
          taxes                   719        22           (21)(f)    720

        Minority interest            
          expense, net of taxes   156       --             46 (g)    202

      NET EARNINGS             $1,153   $    98        $  (80)   $ 1,171

      EARNINGS PER COMMON
        SHARE                  $ 4.50       --             --    $  4.57

      AVERAGE SHARES OF COMMON
        STOCK OUTSTANDING       256.5       --             --      256.5
        
                    The accompanying notes are an integral part of
                    the Unaudited Pro Forma Statements of Earnings.


              INTERNATIONAL PAPER COMPANY AND ACQUISITIONS
 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                     TO REFLECT IP PRO FORMA EVENTS

 (a)  The unaudited pro forma condensed combined statement of earnings
      adjusts the historical International Paper amounts to reflect
      acquisitions in 1995 of interests in the following businesses
      accounted for under the purchase method (collectively, the "IP
      Pro Forma Events"): shares of stock of Carter Holt Harvey, Ltd.;
      the assets of Carpenter Paper Company and Seaman-Patrick Holding
      Company; the high-pressure laminates business of Westinghouse;
      the common stock of Papetries de Lana; and the inks and adhesive
      resins business of DSM.

 (b)  The elimination of earnings for acquired businesses previously
      accounted for under the equity method.

 (c)  The pro forma adjustments include the increase in depreciation
      and goodwill amortization expense resulting from the purchase
      adjustments related to the acquired businesses.  Depreciation
      expense is computed under the straight-line method over lives
      ranging from 6 to 40 years.  Goodwill is amortized over 40 years. 
      The pro forma adjustments to depreciation and amortization are as
      follows:

      Increase in depreciation expense  .              $ 3 
      Amortization of excess cost over net               5 
      assets acquired . . . . . . . . . .               (2)
      Reversal of goodwill amortization .              $ 6 

 (d)  The planned reduction in salaries, benefits and facility costs
      resulting from the closure of duplicative distribution facilities
      of an acquired business.   

 (e)  Interest expense on acquisition related debt.

 (f)  Deferred taxes on the pro forma adjustments.

 (g)  The minority interest in the acquired businesses.


               (c)  Exhibits.

               2.1     The Merger Agreement is incorporated herein
                       by reference to Annex A of the Proxy
                       Statement/Prospectus, dated February 9,
                       1996, forming part of the Registration
                       Statement on Form S-4 (Registration No. 333-
                       00843).

               23.1    Consent of Independent Auditors.

               99.1    Press release issued by International Paper
                       Company.


                                  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:  March 27, 1996


                                EXHIBIT INDEX

               2.1     The Merger Agreement is incorporated herein
                       by reference to Annex A of the Proxy
                       Statement/Prospectus, dated February 9,
                       1996, forming part of the Registration
                       Statement on Form S-4 (Registration No. 333-
                       00843).

               23.1    Consent of Independent Auditors.

               99.1    Press release issued by International Paper
                       Company.


                                                       EXHIBIT 23.1

                        INDEPENDENT AUDITORS' CONSENT

                       We consent to the incorporation by reference
          in this Current Report on Form 8-K of International Paper
          Company of our report related to the financial statements of
          Federal Paper Board Company, Inc. dated February 14, 1996, 
          appearing in the Current Report on Form 8-K of Federal Paper
          Board Company, Inc. dated February 29, 1996.

                                        /s/  DELOITTE & TOUCHE L.L.P.

                                        Parsippany, New Jersey
                                        March 26, 1996



                                                       EXHIBIT 99.1

              INTERNATIONAL PAPER AND FEDERAL PAPER BOARD MERGE

          MARCH 12, 1996

          PURCHASE, N.Y. -- International Paper and Federal Paper
          Board  merged today after Federal Paper Board's
          shareholders approved the $3.6 billion transaction.

                       With the combination of the two companies,
          International Paper becomes a $22 billion corporation in
          revenues, with 88,000 employees and $28 billion in
          assets.

                       "We're excited about the potential the
          combined companies give us to compete in the global
          market," said John A. Georges, International Paper's
          chairman and chief executive officer.  "Our two
          organizations and our market segments fit very well
          together."

                       "The merger brings together two world-class
          companies with modern facilities, strong market
          franchises and outstanding asset bases.  Our primary
          focus as a merged company will be on serving customers,
          and we will aggressively support all the Federal Paper
          Board brands, market franchises and customer relationships."

                       By coordinating mill operations,
          International Paper will be able to run its paper
          machines more efficiently.  With more capacity, the
          company can schedule its paper machines to run those
          grades they manufacture best, resulting in more product
          available and more consistent quality.

                       In addition to Federal Paper Board's
          manufacturing facilities, International Paper will have
          700,000 more acres of forestlands, a high proportion of
          which are mature and close by its paper and saw mills in
          the Southeastern United States.

                       Already the world's largest forest products
          company, International Paper now has 27 mills and over
          6.4 million acres of forestland in the United States.  In
          addition, the company has manufacturing operations in 31
          countries, an interest in another 800,000 acres of
          forestlands in New Zealand, and exports its products to
          more than 130 nations.

                       Federal Paper Board shareholders will
          receive either cash, International Paper common stock, or
          a combination of both, for their shares.  In the
          aggregate, the shareholders will receive 49 percent in
          cash and 51 percent in International Paper stock.

                       As of March 11, the election deadline,
          holders of approximately 35 million shares of Federal
          Paper Board common stock out of 47.8 million have elected
          to receive their consideration in stock.  On Friday
          (after the deadline for delivery of share certificates to
          the exchange agent), International Paper expects to
          announce the combination of stock and cash that these
          shareholders, or those who failed to make an election,
          will receive.  Those shareholders who elected to receive
          their consideration in cash will receive $55 for each of
          their shares, and the company expects to begin paying for
          these shares on Wednesday.

                                    # # #
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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 (Date of earliest event reported): 
          March 12, 1996

                          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 2.   ACQUISITION OR DISPOSITION OF ASSETS.

               (a)  On March 12, 1996, International Paper Company
          (the "Registrant") completed the acquisition of Federal
          Paper Board Company, Inc., a North Carolina corporation
          ("Federal Paper Board") pursuant to the Restated and
          Amended Agreement and Plan of Merger dated as of
          November 6, 1995 and amended as of February 8, 1996 (the
          "Merger Agreement") by and among the Registrant, Federal
          Paper Board and Focus Merger Co, Inc., a North Carolina
          corporation and a wholly-owned subsidiary of the
          Registrant ("Merger Sub"), which provided for the merger
          (the "Merger") of Federal Paper Board with and into
          Merger Sub.  John R. Kennedy, formerly President and
          Chief Executive Officer of Federal Paper Board, was
          appointed to the Board of Directors of the Registrant as
          of the effective time of the Merger.  The Merger has been
          accounted for using the purchase method.  Capitalized
          terms used herein which are not otherwise defined herein
          have the meanings ascribed to such terms in the Merger
          Agreement.

                    Pursuant to the Merger Agreement, each holder
          of Federal Paper Board common stock had the right to
          elect whether to receive either $55.00 in cash or Stock
          Consideration equal to 1.454 shares of the Registrant's
          common stock per share of Federal Paper Board common
          stock, or to indicate no preference.  The election to
          receive cash or stock was subject to adjustment so that,
          in the aggregate, approximately 49% of the Federal Paper
          Board common stock would be exchanged for cash, and 51%
          for stock.  

                    Of the approximately 47.8 million shares of
          Federal Paper Board common stock outstanding at the
          effective time, approximately 34.9 million shares were
          covered by Stock Elections and 11.3 million were covered
          by Cash Elections.  As a result, each share of Federal
          Paper Board common stock covered by a Cash Election or a
          Non-Election has been converted into the right to receive
          $55.00 in cash, and each share of Federal Paper Board
          common stock covered by a Stock Election has been
          converted into the right to receive approximately 1.013
          shares of the Registrant's common stock and approximately
          $16.68 in cash.  In aggregate, approximately 35.3 million
          shares of the Registrant's common stock were issued and
          approximately $1.285 billion is payable to former holders
          of Federal Paper Board common stock in connection with
          the Merger.  The source of funds for the cash portion of
          the Merger Consideration was privately placed commercial
          paper and money market loans.  In addition, options with
          respect to approximately 3.6 million shares of the
          Registrant's common stock were granted in substitution of
          options held pursuant to certain Federal Paper Board
          stock option plans upon the same terms and conditions as
          under the applicable Federal Paper Board plan.           

                    The foregoing description of the Merger does
          not purport to be complete and is qualified in its
          entirety by reference to the Merger Agreement
          incorporated herein by reference to Annex I to the Proxy
          Statement/Prospectus (the "Proxy Statement/Prospectus")
          dated February 9, 1996, forming part of the Registration
          Statement on Form S-4 (Registration No. 333-00843) of the
          Registrant.  A copy of a press release, dated March 12,
          1996, relating to the above-described transaction is
          attached hereto as Exhibit 99.1.

               (b)  The Registrant does not presently intend to
          change substantially the business of Federal Paper Board. 
          Reference is made to the information contained in the
          Proxy Statement/Prospectus under the caption "Summary -
          The Companies - Federal Paper Board Company, Inc.", which
          information is incorporated herein by reference.  

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

               (a)  Financial Statements of Business Acquired.

                    The audited consolidated balance sheet of
          Federal Paper Board as of December 30, 1995 and the
          related consolidated statements of income, cash flows and
          shareholders' equity for the fiscal year ended
          December 30, 1995 and the related notes to the financial
          statements are incorporated by reference to the Current
          Report on Form 8-K filed by Federal Paper Board on
          February 29, 1996.

               (b)  Pro Forma Financial Information.

                       INTERNATIONAL PAPER AND FEDERAL PAPER BOARD
               UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

               The unaudited pro forma condensed combined financial
          information presented herein gives effect to the Merger
          of International Paper and Federal Paper Board and the
          redemption (the "Redemption") of Federal Paper Board
          Convertible Preferred Stock in accordance with the Merger
          Agreement.  The International Paper statement of earnings
          for the year ended December 31, 1995 and the balance
          sheet at December 31, 1995 are adjusted from historical
          amounts to reflect acquisitions in 1995 of interests in
          the following businesses accounted for under the purchase
          method (collectively, the "IP Pro Forma Events"):  shares
          of stock of Carter Holt Harvey, Ltd., the assets of
          Carpenter Paper Company and Seaman-Patrick Holding
          Company, the high-pressure laminates business of
          Westinghouse, the common stock of Papetries de Lana, and
          the inks and adhesive resins business of DSM S.A.
          ("DSM").  The Unaudited Pro Forma Condensed Combined
          Balance Sheet combines the historical balance sheets of
          International Paper and Federal Paper Board as if the
          Merger, the Redemption and the IP Pro Forma Events
          occurred as of December 31, 1995, after giving effect to
          purchase accounting and the other adjustments described
          in the notes thereto.  The Unaudited Pro Forma Condensed
          Combined Statement of Earnings for the year ended
          December 31, 1995 assumes that the Merger, the Redemption
          and the IP Pro Forma Events occurred on January 1, 1995. 
          Accordingly, the pro forma financial information for 1995
          is based upon the historical financial statements of
          International Paper, including pro forma adjustments for
          previous IP acquisitions in 1995, and Federal Paper
          Board.   The pro forma information reflects stock
          consideration of 35,348,059 shares of IP Common Stock
          (which includes fractional shares) and cash consideration
          of approximately $1.285 billion.  In the accompanying
          unaudited pro forma condensed combined financial
          statements, each share of IP Common Stock has been valued
          at $37.65, the average of the closing market price on the
          New York Stock Exchange of IP Common Stock over a period
          just prior to and after March 7, 1996 (the date that the
          number of shares to be issued was determined).

               The unaudited pro forma combined financial
          statements and accompanying notes reflect the application
          of the purchase method of accounting.  Under this method
          of accounting, the purchase price will be allocated to
          the assets acquired and liabilities assumed based on
          their estimated fair values at the time of closing.  As
          described in the accompanying notes, estimates of the
          fair values of Federal Paper Board and its subsidiaries'
          assets and liabilities have been combined with the
          recorded values of the assets and liabilities of
          International Paper and its subsidiaries.  However,
          changes to the adjustments included in the unaudited pro
          forma condensed combined financial statements are
          expected as evaluations of assets and liabilities are
          completed and as additional information becomes
          available.  In addition, the results of operations of
          Federal Paper Board subsequent to December 31, 1995 will
          affect the allocation of the purchase price. 
          Accordingly, the final purchase price allocation will
          differ from those amounts set forth in the unaudited pro
          forma condensed combined financial statements.

               The Unaudited Pro Forma Condensed Combined Statement
          of Earnings excludes any non-recurring costs of
          International Paper acquiring Federal Paper Board. 
          International Paper expects to achieve certain reductions
          in costs subsequent to the Merger as a result of the
          combination and consolidation of the operations of
          International Paper and Federal Paper Board.  To comply
          with the SEC's pro forma reporting rules, the cost
          reductions reflected in the accompanying Unaudited Pro
          Forma Condensed Combined Statement of Earnings have been
          limited to specific salary and benefit costs that are
          expected to be eliminated by the Merger.

               The unaudited pro forma condensed combined financial
          statements are intended for informational purposes only
          and are not necessarily indicative of the future
          financial position or future results of operations of the
          combined company, or of the financial position or results
          of operations of the combined company that would have
          actually occurred had the Merger, the Redemption and the
          IP Pro Forma Events been in effect as of the date or for
          the period presented.  

     UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
     TO REFLECT THE FEDERAL PAPER BOARD MERGER
     YEAR ENDED DECEMBER 31, 1995
     (IN MILLIONS, EXCEPT PER SHARE DATA)

                             Internat-    Federal
                              ional        Paper       Pro    
                              Paper        Board      Forma       Pro
                              (Pro        (Histori    Adjust-     Forma
                              Forma)(a)     -cal)     ments      Combined

   NET SALES                  $20,599     $  1,913    $ 40 (b)    $  22,552

   COSTS AND EXPENSES

     Cost of products sold     14,385        1,254     (81) (c)      15,558   
                                                       
     Depreciation and              
       amortization             1,075          153      10 (d)        1,238

     Distribution expenses        821          --      105 (e)          926 

     Selling and            
      administrative expenses   1,503           97     (24) (f)       1,576 

     Taxes other than payroll              
       and income taxes           176          --       --              176 
                  
     Restructuring charge         --            72      --               72 

      Total Costs and Expenses 17,960        1,576      10           19,546 

      EARNINGS BEFORE INTEREST, 
        INCOME TAXES AND 
        MINORITY INTEREST       2,639          337      30            3,006 

        Interest expense, net     546          90       61 (g)          697
                                                        
      EARNINGS BEFORE INCOME
        TAXES AND MINORITY 
        INTEREST                2,093          247     (31)           2,309

        Provision for income                           
          taxes                   720         105        1 (h)          826

        Minority interest           
          expense, net of taxes   202        --         --              202

      NET EARNINGS            $ 1,171      $  142    $ (32)         $ 1,281

      EARNINGS PER COMMON              
        SHARE                 $  4.57                               $ 4.39(i)

      AVERAGE SHARES OF
        COMMON STOCK     
        OUTSTANDING             256.5                                 291.8

        The accompanying notes are an integral part of these
        Unaudited Pro Forma Condensed Combined Financial
        Statements.

     UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
     TO REFLECT THE FEDERAL PAPER BOARD MERGER
     DECEMBER 31, 1995
     (IN MILLIONS, EXCEPT PER SHARE DATA)

                             Internat-    Federal
                              ional        Paper       Pro    
                              Paper        Board      Forma       Pro
                              (Pro        (Histori    Adjust-     Forma
                              Forma)(a)     -cal)     ments      Combined

      ASSETS

      Current Assets

        Cash and temporary    
          investments         $    312    $  --       $ --        $    312  
        Accounts and notes
          receivable, net        2,571       114        (6)(j)       2,679
        Inventories              2,784       276         7(k)        3,067
        Other current assets       206        58         --            264
                                                       
      Total Current Assets       5,873       448         1           6,322

      Plants, Properties and 
        Equipment, Net          10,997     1,915        344(l)      13,256

      Forestlands                2,803       188        332(l)       3,323
                                                         
      Investments                1,420        --         --          1,420

      Goodwill                   1,355        57      1,467(m)       2,879

      Deferred Charges and   
        Other Assets             1,529        53         (6)(n)      1,576

      Total Assets             $23,977    $2,661     $ 2,138      $ 28,776
                                                            
      LIABILITIES AND COMMON
      SHAREHOLDERS' EQUITY

      Current Liabilities

        Notes payable and
          current maturities of 
          long-term debt      $  2,283    $  105     $ 1,825(o)   $  4,213
        Accounts payable and
          accrued liabilities    2,580       267          52(p)      2,899
                                                    
      Total Current Liabilities  4,863       372       1,877         7,112

      Long-Term Debt             5,946       816        (400)(o)     6,362
                                                          
      Deferred Income Taxes      1,974       401         131(q)      2,506

      Other Liabilities            980        60         139(r)      1,179
                                                         
      Minority Interest          1,967        --          --         1,967

      International Paper
        obligated mandatorily
        redeemable preferred       
        securities of Trust
        holding solely
        International Paper
        subordinated debentures    450        --          --           450

      SHAREHOLDERS' EQUITY                                  

        Common Stock               263       238        (203)(s)       298

        Paid-in capital          1,963       253       1,115(s)      3,331

        Retained earnings        5,627       524        (524)(s)     5,627
                                                          
        Less:  Common stock        
               held in treasury,                                 
               at cost             (56)       (3)           3(s)       (56)
                
      TOTAL SHAREHOLDERS' EQUITY 7,797     1,012          391        9,200

      TOTAL LIABILITIES AND  
        SHAREHOLDERS' EQUITY   $23,977    $2,661       $2,138     $ 28,776

        The accompanying notes are an integral part of these
        Unaudited Pro Forma Condensed Combined Financial
        Statements.

            INTERNATIONAL PAPER COMPANY AND FEDERAL PAPER BOARD
      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL  STATEMENTS

          The Unaudited Pro Forma Condensed Combined Statement of
     Earnings has been prepared as if the Merger, the Redemption and
     the IP Pro Forma Events occurred on January 1, 1995.  The
     Unaudited Pro Forma Condensed Combined Balance Sheet has been
     prepared as if the Merger, the Redemption and the IP Pro Forma
     Events occurred as of December 31, 1995.  The Merger has been
     accounted for under the purchase method of accounting.  The
     excess of the purchase price over the fair value of the net
     assets acquired is being amortized on a straight-line basis over
     a 40-year period.

          A preliminary allocation of the purchase price is summarized
     as follows (in millions):

      PURCHASE PRICE OF ACQUISITION
      Cash consideration (including transaction expenses) . .    $1,320
      Value of IP Common Stock exchanged for 51% of FPB Common
        Stock outstanding . . . . . . . . . . . . . . . . . .     1,331
      Value of options on IP Common Stock exchanged for all          
        outstanding options on FPB Common Stock . . . . . . .        73
                                                                 $2,724
        
      ALLOCATION OF PURCHASE PRICE
      Net assets of Federal Paper Board at December 31, 1995 . . $1,012
      Increase (decrease) to Federal Paper Board net asset
        value at December 31, 1995 as a result of estimated 
        fair value adjustments:   
          Plants, Properties and Equipment, net . . . . . . .       344 
          Forestlands . . . . . . . . . . . . . . . . . . . .       332 
          Accrued liabilities . . . . . . . . . . . . . . . .       (58) 
          Current maturities of long-term debt  . . . . . . .      (105) 
          Other liabilities . . . . . . . . . . . . . . . . .      (139)   
          Deferred income taxes . . . . . . . . . . . . . . .      (131) 
          Other, net  . . . . . . . . . . . . . . . . . . . .         2
      Excess of the purchase price over the fair value of the  
        net assets acquired . . . . . . . . . . . . . . . . . .   1,467 

           Total purchase price . . . . . . . . . . . . . . .    $2,724 

          The following is a summary of reclassifications and
     adjustments reflected in the Unaudited Pro Forma Condensed
     Combined Statement of Earnings:

        (a)         The International Paper Unaudited Pro Forma
                    Condensed Combined Financial Statements reflect
                    the IP Pro Forma Events. 

        (b)         Represents the elimination of sales from Federal
                    Paper Board to International Paper and
                    reclassification of distribution expenses from net
                    sales to distribution expenses to conform to
                    International Paper's financial reporting
                    presentation.  The pro forma adjustments to sales
                    are as follows:

                       Elimination of sales  . . . . .       $(65)
                       Reclassification of distribution       105
                       expenses  . . . . . . . . . . .       $ 40

        (c)         Represents reversal of the increase in the LIFO
                    reserve recorded by Federal Paper Board, and, as a
                    result of recording the excess of the pension
                    benefit obligation over plan assets for the
                    defined benefits pension plans and the excess
                    accumulated postretirement benefit obligation over
                    plan assets, the amortization of deferred losses
                    and the transition obligation are being reversed
                    from the periodic pension cost and postretirement
                    benefit cost, respectively.  Also includes
                    elimination of cost of sales related to sales from
                    Federal Paper Board to International Paper.  The
                    pro forma adjustments to cost of products sold are
                    as follows:

            Reversal of increase in the LIFO
              reserve . . . . . . . . . . .       $ (9)
            Reversal of amortization of
              deferred pension losses  . . . . .    (6)
            Reversal of amortization of
              transition obligation for the         
              postretirement benefit plan . . .     (1)
            Elimination of cost of sales          
              from Federal Paper Board to
              International Paper. . . . . . . .   (65)
                                                  $(81)

        (d)         Represents net adjustment to depreciation and
                    amortization expense as a result of (i) the step-
                    up of Federal Paper Board's plants, properties and
                    equipment; (ii) the utilization of International
                    Paper's policy on useful lives of such assets; and
                    (iii) amortization of excess cost over net assets
                    acquired over 40 years.  Such amounts also reflect
                    the reversal of amortization expense of start-up
                    costs that were capitalized by Federal Paper Board
                    and the reversal of goodwill amortization that was
                    recorded by Federal Paper Board on previous
                    acquisitions.  The pro forma adjustments to
                    depreciation and amortization are as follows:

                     Reduction of depreciation expense . . . . .     $(18)
                     Amortization of excess cost over
                       net assets acquired . . . . . .                 37
                     Reversal of amortization of
                       start-up costs . . . . . . . . . . . .          (6)
                     Reversal of Federal Paper Board
                       goodwill amortization . . . . . . . . .         (3)
                                                                     $(10)

        (e)         Represents reclassification of distribution
                    expense from net sales to distribution expense to
                    conform to International Paper's financial
                    reporting presentation.

        (f)         Represents the planned reduction of salaries
                    and benefits as a result of eliminating
                    duplicative office functions.

        (g)         Represents acquisition interest expense based upon
                    the private placement of commercial paper and
                    money market loans at an average interest rate of
                    5.53%, as well as a reduction of interest expense
                    for certain privately placed notes held by Federal
                    Paper Board assumed to be refinanced at applicable
                    International Paper rates.  The pro forma
                    adjustments to interest expense, net are as
                    follows:

                       Interest expense on acquisition   
                         debt  . . . . . . . . . . . . .      $ 73
                       Reduction of interest expense on
                         private placement notes               
                         assumed to be refinanced  . . . . . . (12)
                                                              $ 61 
              
        (h)         Represents the tax effect of the Unaudited Pro
                    Forma Condensed Combined Statements of Earnings
                    adjustments, excluding goodwill amortization,
                    based upon the statutory tax rate.

        (i)         The pro forma combined earnings per share
                    amounts, as presented in the accompanying
                    Unaudited Pro Forma Condensed Combined
                    Statement of Earnings, is based on the
                    weighted average number of shares of
                    International Paper outstanding for the
                    period presented.

        The following is a summary of reclassifications and
     adjustments reflected in the Unaudited Pro Forma Condensed
     Combined Balance Sheet:

        (j)         Represents the elimination of receivables
                    between Federal Paper Board and International
                    Paper.

        (k)         Represents the step-up of inventory to fair value
                    by $14 million and to expense Federal Paper
                    Board's by-product inventory of $7 million to
                    conform with International Paper's financial
                    reporting presentation.

        (l)         Represents the preliminary adjustments of
                    assets to fair value.

        (m)         Represents the preliminary estimate of excess
                    purchase price over the fair value of Federal
                    Paper Board net assets acquired.  The estimated
                    purchase price (estimated at $2,724 million)
                    includes acquisition related expenses and the
                    value of options on IP Common Stock exchanged for
                    all outstanding options on FPB common stock.

        (n)         Represents the reversal of deferred start-up costs
                    of $6 million to attain consistent accounting of
                    such costs with International Paper.

        (o)         Represents the issuance of privately placed
                    commercial paper and money market loans to finance
                    the transaction and an adjustment to record
                    certain Federal Paper Board privately placed notes
                    at fair market value which are assumed to be
                    refinanced by International Paper using commercial
                    paper.

        (p)         Represents accrual of estimated severance related
                    expenses of $63 million resulting from the Merger,
                    elimination of payables between International
                    Paper and Federal Paper Board of $6 million and
                    reversal of deferred gains on financial
                    instruments of $5 million.

        (q)         Represents the net tax effect of the pro forma
                    adjustments.

        (r)         Represents the recording of the excess of the
                    pension benefit obligation over plan assets for
                    the defined pension plans of $25 million and the
                    accumulated benefit obligation over plan assets of
                    $20 million for the postretirement benefit plan,
                    the reversal of deferred gains on financial
                    instruments of $6 million as well as the accrual
                    of additional costs of $100 million related to the
                    Merger.

        (s)         Represents the elimination of Federal Paper
                    Board's historical equity, issuance of shares by
                    International Paper to acquire 51% of the
                    outstanding shares of Federal Paper Board at the
                    conversion rate of 1.454 International Paper
                    shares for each share of Federal Paper Board and
                    the cost of exchanging outstanding options on
                    shares of Federal Paper Board stock for options of
                    International Paper stock based upon 2,450,280
                    Federal Paper Board stock options outstanding at
                    December 31, 1995 at an average exercise price of
                    $24.53 per share.  The pro forma adjustments to
                    shareholders' equity are summarized as follows:

                                       Common   Paid in    Retained  Treasury
                                        Stock   Capital    Earnings    Stock 

            Reversal of Federal Paper
              Board's equity  . . . .   $(238)  $ (253)    $(524)    $(3)
 
            Issuance of IP Common                
              Stock for 51% of FPB           
              Common Stock outstanding.    35    1,295       --       --

            Value of options on IP
              Common Stock exchanged 
              for all outstanding
              options on FPB      
              Common Stock. . . . .      --         73       --       --  
                                        $(203)  $1,115     $(524)    $(3)
                                 

                 INTERNATIONAL PAPER COMPANY AND ACQUISITIONS
             UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
                   EARNINGS TO REFLECT IP PRO FORMA EVENTS

               The following unaudited pro forma condensed combined
          statement of earnings for the year ended December 31,
          1995, and the related pro forma adjustments described in
          the accompanying notes, present the combined results of
          the continuing operations of International Paper, Carter
          Holt Harvey, Ltd., Carpenter Paper Company, Seaman-
          Patrick Holding Company, the high-pressure laminates
          business of Westinghouse, Papetries de Lana, and the inks
          and adhesive resins business of DSM, collectively
          referred to herein as the "IP Pro Forma Events".

               The acquisition of 26.5% of Carter Holt Harvey, Ltd.
          ("CHH") common stock was completed on April 20, 1995,
          thereby increasing International Paper's total ownership
          in CHH to 50.3% (50.2% on a fully diluted basis).  CHH
          was accounted for under the equity method in
          International Paper's historical financial statements
          until May 1, 1995, at which time International Paper
          began consolidating CHH's financial statements.  CHH is
          consolidated for all periods in the accompanying pro
          forma statements of earnings. 

               The assets of Carpenter Paper Company and Seaman-
          Patrick Holding Company were acquired on January 31, 1995
          in exchange for shares of IP Common Stock.  The common
          stock of Papetries de Lana was acquired on July 6, 1995. 
          The high-pressure laminates business was acquired from
          Westinghouse on September 1, 1995.  The acquisition of
          DSM was completed during October 1995.

               The unaudited pro forma condensed combined statement
          of earnings is prepared as if the transactions occurred
          as of the beginning of the period.   The pro forma
          adjustments are based on available information, estimated
          purchase price allocations and certain assumptions that
          International Paper believes are reasonable.  There can
          be no assurance that the assumptions and estimates will
          be realized.  The unaudited pro forma condensed combined
          statement of earnings does not purport to represent
          International Paper's actual results of operations if the
          transactions described above would have occurred at the
          beginning of the period.  In addition, the unaudited pro
          forma condensed combined statement of earnings may not be
          indicative of future results.  An unaudited pro forma
          condensed combined balance sheet as of December 31, 1995
          is not included in this document because International
          Paper's historical consolidated balance sheet as of
          December 31, 1995 includes the consolidation of the
          assets and liabilities of acquired businesses.

     INTERNATIONAL PAPER COMPANY AND ACQUISITIONS
     UNAUDITED PRO FORMA CONDENSED COMBINED
     STATEMENT OF EARNINGS TO REFLECT IP PRO FORMA EVENTS
     YEAR ENDED DECEMBER 31, 1995
     (IN MILLIONS, EXCEPT PER SHARE DATA)

                             Internat- 
                              ional       Acquired     Pro       Inter-
                              Paper       Business    Forma      national
                              (Histori-   (Histori-   Adjust-    Paper (Pro
                              cal)           cal)     ments(a)    Forma) 

      NET SALES               $19,797    $  802        $   --    $20,599
                                                            
      COSTS AND EXPENSES

        Cost of products sold  13,896       470            19 (b) 14,385

        Depreciation and      
          amortization          1,031        38             6 (c)  1,075

        Distribution expenses     794        28            (1)(d)    821

        Selling and                
          administrative
          expenses              1,381       122             --     1,503

        Taxes other than                     
          payroll and income    
          taxes                   174         2            --        176

          Total Costs and         
            Expenses           17,276       660            24     17,960

      EARNINGS BEFORE
        INTEREST, INCOME
        TAXES AND MINORITY
        INTEREST                2,521       142           (24)     2,639

        Interest expense, net     493        22            31 (e)    546

      EARNINGS BEFORE INCOME
        TAXES AND MINORITY 
        INTEREST                2,028       120           (55)     2,093
        
        Provision for income        
          taxes                   719        22           (21)(f)    720

        Minority interest            
          expense, net of taxes   156       --             46 (g)    202

      NET EARNINGS             $1,153   $    98        $  (80)   $ 1,171

      EARNINGS PER COMMON
        SHARE                  $ 4.50       --             --    $  4.57

      AVERAGE SHARES OF COMMON
        STOCK OUTSTANDING       256.5       --             --      256.5
        
                    The accompanying notes are an integral part of
                    the Unaudited Pro Forma Statements of Earnings.

              INTERNATIONAL PAPER COMPANY AND ACQUISITIONS
 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                     TO REFLECT IP PRO FORMA EVENTS

 (a)  The unaudited pro forma condensed combined statement of earnings
      adjusts the historical International Paper amounts to reflect
      acquisitions in 1995 of interests in the following businesses
      accounted for under the purchase method (collectively, the "IP
      Pro Forma Events"): shares of stock of Carter Holt Harvey, Ltd.;
      the assets of Carpenter Paper Company and Seaman-Patrick Holding
      Company; the high-pressure laminates business of Westinghouse;
      the common stock of Papetries de Lana; and the inks and adhesive
      resins business of DSM.

 (b)  The elimination of earnings for acquired businesses previously
      accounted for under the equity method.

 (c)  The pro forma adjustments include the increase in depreciation
      and goodwill amortization expense resulting from the purchase
      adjustments related to the acquired businesses.  Depreciation
      expense is computed under the straight-line method over lives
      ranging from 6 to 40 years.  Goodwill is amortized over 40 years. 
      The pro forma adjustments to depreciation and amortization are as
      follows:

      Increase in depreciation expense  .              $ 3 
      Amortization of excess cost over net               5 
      assets acquired . . . . . . . . . .               (2)
      Reversal of goodwill amortization .              $ 6 

 (d)  The planned reduction in salaries, benefits and facility costs
      resulting from the closure of duplicative distribution facilities
      of an acquired business.   

 (e)  Interest expense on acquisition related debt.

 (f)  Deferred taxes on the pro forma adjustments.

 (g)  The minority interest in the acquired businesses.

               (c)  Exhibits.

               2.1     The Merger Agreement is incorporated herein
                       by reference to Annex A of the Proxy
                       Statement/Prospectus, dated February 9,
                       1996, forming part of the Registration
                       Statement on Form S-4 (Registration No. 333-
                       00843).

               23.1    Consent of Independent Auditors.

               99.1    Press release issued by International Paper
                       Company.

                                  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:  March 27, 1996

                                EXHIBIT INDEX

               2.1     The Merger Agreement is incorporated herein
                       by reference to Annex A of the Proxy
                       Statement/Prospectus, dated February 9,
                       1996, forming part of the Registration
                       Statement on Form S-4 (Registration No. 333-
                       00843).

               23.1    Consent of Independent Auditors.

               99.1    Press release issued by International Paper
                       Company.

                                                       EXHIBIT 23.1

                        INDEPENDENT AUDITORS' CONSENT

                       We consent to the incorporation by reference
          in this Current Report on Form 8-K of International Paper
          Company of our report related to the financial statements of
          Federal Paper Board Company, Inc. dated February 14, 1996, 
          appearing in the Current Report on Form 8-K of Federal Paper
          Board Company, Inc. dated February 29, 1996.

                                        /s/  DELOITTE & TOUCHE L.L.P.

                                        Parsippany, New Jersey
                                        March 26, 1996

                                                       EXHIBIT 99.1

              INTERNATIONAL PAPER AND FEDERAL PAPER BOARD MERGE

          MARCH 12, 1996

          PURCHASE, N.Y. -- International Paper and Federal Paper
          Board  merged today after Federal Paper Board's
          shareholders approved the $3.6 billion transaction.

                       With the combination of the two companies,
          International Paper becomes a $22 billion corporation in
          revenues, with 88,000 employees and $28 billion in
          assets.

                       "We're excited about the potential the
          combined companies give us to compete in the global
          market," said John A. Georges, International Paper's
          chairman and chief executive officer.  "Our two
          organizations and our market segments fit very well
          together."

                       "The merger brings together two world-class
          companies with modern facilities, strong market
          franchises and outstanding asset bases.  Our primary
          focus as a merged company will be on serving customers,
          and we will aggressively support all the Federal Paper
          Board brands, market franchises and customer relationships."

                       By coordinating mill operations,
          International Paper will be able to run its paper
          machines more efficiently.  With more capacity, the
          company can schedule its paper machines to run those
          grades they manufacture best, resulting in more product
          available and more consistent quality.

                       In addition to Federal Paper Board's
          manufacturing facilities, International Paper will have
          700,000 more acres of forestlands, a high proportion of
          which are mature and close by its paper and saw mills in
          the Southeastern United States.

                       Already the world's largest forest products
          company, International Paper now has 27 mills and over
          6.4 million acres of forestland in the United States.  In
          addition, the company has manufacturing operations in 31
          countries, an interest in another 800,000 acres of
          forestlands in New Zealand, and exports its products to
          more than 130 nations.

                       Federal Paper Board shareholders will
          receive either cash, International Paper common stock, or
          a combination of both, for their shares.  In the
          aggregate, the shareholders will receive 49 percent in
          cash and 51 percent in International Paper stock.

                       As of March 11, the election deadline,
          holders of approximately 35 million shares of Federal
          Paper Board common stock out of 47.8 million have elected
          to receive their consideration in stock.  On Friday
          (after the deadline for delivery of share certificates to
          the exchange agent), International Paper expects to
          announce the combination of stock and cash that these
          shareholders, or those who failed to make an election,
          will receive.  Those shareholders who elected to receive
          their consideration in cash will receive $55 for each of
          their shares, and the company expects to begin paying for
          these shares on Wednesday.

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