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

                                July 28, 1994
               Date of Report (Date of earliest event reported)

                         INTERNATIONAL PAPER COMPANY
            (Exact name of Registrant as specified in its charter)

            New York               1-3157             13-0872805
           (State of             Commission          (IRS Employer
          Incorporation)            File             Identification
                                                        Number)

                 Two Manhattanville Road, Purchase, NY  10577
                   (Address of principal executive offices)

                                 914-397-1500 
                         (Registrant's telephone No.)



          ITEM I.   CHANGES IN CONTROL OF REGISTRANT

                    N/A

          ITEM II.  ACQUISITION OR DISPOSITION OF ASSETS

                    N/A

          ITEM III. BANKRUPTCY OR RECEIVERSHIP

                    N/A

          ITEM IV.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                    N/A

          ITEM V.   OTHER EVENTS

                    On July 28, 1994, International Paper Company
                    (the "Company") entered into an Underwriting
                    Agreement with CS First Boston Corporation and
                    Kidder, Peabody & Co. Incorporated in
                    connection with the proposed issuance and sale
                    of $150,000,000 aggregate principal amount of
                    the Company's 7 7/8% Notes Due 2006.

          ITEM VI.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

                    N/A

          ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS

                    (a)  Financial Statements:

                    N/A

                    (b)  Pro Forma Financial Information:

                    N/A

                    (c)  Exhibits:

                         1(a) Underwriting Agreement, dated July
                              28, 1994, among the Company, CS First
                              Boston Corporation and Kidder,
                              Peabody & Co. Incorporated, which
                              incorporates in its entirety all the
                              provisions of the International Paper
                              Company Underwriting Agreement
                              Standard Provisions (Debt), dated May
                              19, 1994, filed with the Securities
                              and Exchange Commission as an exhibit to the
                              Current Report on Form 8-K dated May
                              19, 1994.
                         4(a) Form of Note.

                         12(a) Statement Re: Calculation of Earnings
                               to Fixed Charges

          ITEM VIII.     CHANGES IN FISCAL YEAR


                    N/A


                                  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
          thereunto duly authorized.

                                        INTERNATIONAL PAPER COMPANY
                                        (Registrant)

          Date:  August 3, 1994         /s/SYVERT E. NERHEIM       
                 Purchase, NY             Syvert E. Nerheim
                                          Assistant Secretary


                                EXHIBIT INDEX

                                                                

               1(a) Underwriting Agreement, dated July 28, 1994, among
                    the Company, CS First Boston Corporation and
                    Kidder, Peabody & Co. Incorporated, which
                    incorporates in its entirety all the provisions of
                    the International Paper Company Underwriting
                    Agreement Standard Provisions (Debt), dated May 19,
                    1994, filed with the Securities and Exchange
                    Commission as an exhibit to the
                    Current Report on Form 8-K dated May 19, 1994.

               4(a) Form of Note.

               12(a) Statement Re: Calculation of Earnings to Fixed
                     Charges
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{"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": "94541404"}, "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

                                July 28, 1994
               Date of Report (Date of earliest event reported)

                         INTERNATIONAL PAPER COMPANY
            (Exact name of Registrant as specified in its charter)

            New York               1-3157             13-0872805
           (State of             Commission          (IRS Employer
          Incorporation)            File             Identification
                                                        Number)

                 Two Manhattanville Road, Purchase, NY  10577
                   (Address of principal executive offices)

                                 914-397-1500 
                         (Registrant's telephone No.)

          ITEM I.   CHANGES IN CONTROL OF REGISTRANT

                    N/A

          ITEM II.  ACQUISITION OR DISPOSITION OF ASSETS

                    N/A

          ITEM III. BANKRUPTCY OR RECEIVERSHIP

                    N/A

          ITEM IV.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                    N/A

          ITEM V.   OTHER EVENTS

                    On July 28, 1994, International Paper Company
                    (the "Company") entered into an Underwriting
                    Agreement with CS First Boston Corporation and
                    Kidder, Peabody & Co. Incorporated in
                    connection with the proposed issuance and sale
                    of $150,000,000 aggregate principal amount of
                    the Company's 7 7/8% Notes Due 2006.

          ITEM VI.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

                    N/A

          ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS

                    (a)  Financial Statements:

                    N/A

                    (b)  Pro Forma Financial Information:

                    N/A

                    (c)  Exhibits:

                         1(a) Underwriting Agreement, dated July
                              28, 1994, among the Company, CS First
                              Boston Corporation and Kidder,
                              Peabody & Co. Incorporated, which
                              incorporates in its entirety all the
                              provisions of the International Paper
                              Company Underwriting Agreement
                              Standard Provisions (Debt), dated May
                              19, 1994, filed with the Securities
                              and Exchange Commission as an exhibit to the
                              Current Report on Form 8-K dated May
                              19, 1994.
                         4(a) Form of Note.

                         12(a) Statement Re: Calculation of Earnings
                               to Fixed Charges

          ITEM VIII.     CHANGES IN FISCAL YEAR

                    N/A

                                  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
          thereunto duly authorized.

                                        INTERNATIONAL PAPER COMPANY
                                        (Registrant)

          Date:  August 3, 1994         /s/SYVERT E. NERHEIM       
                 Purchase, NY             Syvert E. Nerheim
                                          Assistant Secretary

                                EXHIBIT INDEX

                                                                

               1(a) Underwriting Agreement, dated July 28, 1994, among
                    the Company, CS First Boston Corporation and
                    Kidder, Peabody & Co. Incorporated, which
                    incorporates in its entirety all the provisions of
                    the International Paper Company Underwriting
                    Agreement Standard Provisions (Debt), dated May 19,
                    1994, filed with the Securities and Exchange
                    Commission as an exhibit to the
                    Current Report on Form 8-K dated May 19, 1994.

               4(a) Form of Note.

               12(a) Statement Re: Calculation of Earnings to Fixed
                     Charges