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 2, 1996
               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 2, 1996, International Paper Company
                    (the "Company") entered into an Underwriting
                    Agreement with Merrill Lynch & Co., Merrill
                    Lynch, Pierce, Fenner & Smith Incorporated, CS
                    First Boston Corporation, J.P. Morgan Securi-
                    ties Inc. and Morgan Stanley & Co. Incorporated
                    in connection with the proposed issuance and
                    sale of $175,000,000 aggregate principal amount
                    of the Company's 6 7/8% Notes Due 2000.

          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
                               2, 1996, among the Company and
                               Merrill Lynch & Co., Merrill Lynch,
                               Pierce, Fenner & Smith Incorporat-
                               ed, CS First Boston Corporation,
                               J.P. Morgan Securities Inc. and
                               Morgan Stanley & Co. Incorporated,
                               which incorporates in its entirety
                               all the provisions of the Interna-
                               tional 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.


          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:  July 3, 1996             /s/  Carol Berardi       
                 Purchase, NY             ------------------------
                                            


                                EXHIBIT INDEX

                                                                   Page

               1(a)  Underwriting Agreement, dated July 2, 1996, among
                     the Company and Merrill Lynch & Co., Merrill
                     Lynch, Pierce, Fenner & Smith Incorporated, CS
                     First Boston Corporation, J.P. Morgan & Co. Incor-
                     porated and Morgan Stanley & Co. Incorporated,
                     which incorporates in its entirety all the provi-
                     sions of the International Paper Company Under-
                     writing 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.


                                                           Exhibit 1(a)

                              UNDERWRITING AGREEMENT

                                        July 2, 1996

          International Paper Company
          Two Manhattanville Road
          Purchase, New York  10577

          Dear Sirs:

                     We understand that International Paper Company, a
          New York corporation (the "Company"), proposes to issue and
          sell $175,000,000 aggregate principal amount of its 6 7/8%
          Notes Due July 10, 2000 (the "Offered Securities").  Subject
          to the terms and conditions set forth or incorporated by
          reference herein, the Company hereby agrees to sell and
          Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
          Incorporated, CS First Boston Corporation, J.P. Morgan Secu-
          rities Inc. and Morgan Stanley & Co. Incorporated (the "Un-
          derwriters") severally agree to purchase the Offered Securi-
          ties at a purchase price equal to 100% of the principal
          amount of the Offered Securities, plus interest, if any,
          accrued on the Offered Securities from July 8, 1996.

                     The Underwriters will pay for such Offered Securi-
          ties upon delivery thereof at the offices of Skadden, Arps,
          Slate, Meagher & Flom, 919 Third Avenue, New York, New York
          at 10:00 a.m., New York City time, on July 8, 1996, or at
          such other time as shall be jointly designated by the Under-
          writers and the Company.  Payment for the Offered Securities
          shall be made by wire transfer or by certified or official
          bank check or checks payable to the order of the Company in
          federal or similar same- day funds.

                     The Offered Securities will be issued pursuant to
          the Indenture relating to Senior Debt Securities dated as of
          April 1, 1994 (the "Senior Indenture"), between the Company
          and The Chase Manhattan Bank, N.A., as Trustee, and will have
          the following terms:

          MATURITY:                   July 10, 2000

          INTEREST RATE:              6 7/8% per annum

          INTEREST PAYMENT DATES:     January 8 and July 8, of each
                                      year, commencing January 8, 1997

          REDEMPTION PROVISIONS:      None 

          SINKING FUND PROVISIONS:    None

          DEFEASANCE PROVISIONS:      The Senior Indenture provisions
                                      relating to defeasance will apply
                                      to the Offered Securities.

          CONVERSION RIGHTS:          None

          REPURCHASE UPON
            CHANGE OF CONTROL:        The Offered Securities will be
                                      redeemable at the option of the
                                      Holders in the event of a Change
                                      in Control.

                    The respective principal amounts of the Securities
          to be purchased by each of the Underwriters are set forth
          opposite their names in Schedule A hereto.

                    All the provisions contained in the document enti-
          tled International Paper Company Underwriting Agreement
          Standard Provisions (Debt), a copy of which you have previ-
          ously received, except to the extent otherwise provided
          herein, are herein incorporated by reference in their entire-
          ty and shall be deemed to be a part of this Agreement to the
          same extent as if such provisions had been set forth in full
          herein.

                    Please confirm your agreement by having an autho-
          rized officer sign a copy of this Agreement in the space set
          forth below and returning the signed copy to us by telecopy.

                                   Very truly yours,

                                   MERRILL LYNCH & CO.
                                   Merrill Lynch, Pierce, Fenner & Smith
                                        Incorporated
                                   CS FIRST BOSTON CORPORATION
                                   J.P. MORGAN SECURITIES INC.
                                   MORGAN STANLEY & CO. INCORPORATED

                                   By:  MERRILL LYNCH, PIERCE, FENNER &
                                             SMITH INCORPORATED

                                        By:  /s/Scott Ryles              
                                             ----------------------------
                                             Name:  Scott Ryles
                                             Title: Managing Director

          Accepted as of the date hereof:

          INTERNATIONAL PAPER COMPANY

          By:  /s/John R. Jepsen         
               Name:  John R. Jepsen
               Title: Assistant Treasurer


                                     SCHEDULE A

                                                          Principal
          Underwriter                                       Amount 
          -----------                                     ---------

          Merrill Lynch, Pierce, Fenner & Smith
                Incorporated  . . . . . . . . . .       $ 43,750,000

          CS First Boston Corporation . . . . . .         43,750,000

          J.P. Morgan Securities Inc. . . . . . .         43,750,000

          Morgan Stanley & Co. Incorporated . . .         43,750,000

               Total  . . . . . . . . . . . . . .       $175,000,000


                                                             Exhibit 4(a)
                                                             ------------

                                   [FORM OF NOTE]

               Unless and until it is exchanged in whole or in part for
          securities in definitive form, this security may not be trans-
          ferred except as a whole (i) by the depository to a nominee of
          the depository, (ii) by a nominee of the depository to the
          depository or another nominee of the depository or (iii) by the
          depository or any such nominee to a successor depository or a
          nominee of such successor depository.  unless this certificate
          is presented by an authorized representative of the depository
          trust company, 55 water street, new york, new york ("dtc") to
          the company or its agent for registration of transfer, exchange
          or payment, and any certificate issued is registered in the
          name of cede & co. or in such other name as is requested by an
          authorized representative of dtc (and any payment is made to
          cede & co. or such other entity as is requested by an autho-
          rized representative of dtc), ANY TRANSFER, PLEDGE OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
          inasmuch as the registered owner hereof, cede & co., has an
          interest herein.

                            INTERNATIONAL PAPER COMPANY

          R-                                                 $           
                                                        CUSIP            

               International Paper Company, a corporation duly organized
          and existing under the laws of New York (herein called the
          "Company," which term includes any successor Person under the
          Indenture referred to on the reverse hereof), for value re-
          ceived, hereby promises to pay to            or registered
          assigns, the principal sum of                           ($      
              ) on July 10, 2000 and to pay interest thereon from July 8,
          1996 or from the most recent Interest Payment Date to which
          interest has been paid or duly provided for semi-annually in
          arrears on January 8 and July 8 in each year, commencing
          January 8, 1997, at the rate of 6 7/8% per annum, until the
          principal hereof is paid or made available for payment.  The
          interest so payable, and punctually paid or duly provided for,
          on any Interest Payment Date will, as provided in such Inden-
          ture, be paid to the Person in whose name this Security (or one
          or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest, which
          shall be the December 23 or June 23 (whether or not a Business
          Day), as the case may be, next preceding such Interest Payment
          Date.  Except as otherwise provided in the Indenture, any such
          interest not so punctually paid or duly provided for will
          forthwith cease to be payable to the Holder on such Regular
          Record Date and may either be paid to the Person in whose name
          this Security (or one or more Predecessor Securities) is
          registered at the close of business on a Special Record Date
          for the payment of such Defaulted Interest to be fixed by the
          Trustee, notice whereof shall be given to Holders of Securities
          of this series not less than 10 days prior to such Special
          Record Date, or be paid at any time in any other lawful manner
          not inconsistent with the requirements of any securities
          exchange on which the Securities of this series may be listed,
          and upon such notice as may be required by such exchange, all
          as more fully provided in said Indenture.  Payment of the
          principal of (and premium, if any) and interest on this Securi-
          ty will be made at the office or agency of the Company main-
          tained for that purpose in the City of New York, in such coin
          or currency of the United States of America as at the time of
          payment is legal tender for payment of public and private
          debts.

               Reference is hereby made to the further provisions of this
          Security set forth on the reverse hereof, which further provi-
          sions shall for all purposes have the same effect as if set
          forth at this place.

               Unless the certificate of authentication hereon has been
          executed by the Trustee referred to on the reverse hereof,
          directly or through an Authenticating Agent, by manual signa-
          ture of an authorized signatory, this Security shall not be
          entitled to any benefit under the Indenture or be valid or
          obligatory for any purpose.


               IN WITNESS WHEREOF, the Company has caused this instrument
          to be duly executed under its corporate seal.

          Dated: 

          [Seal]                    INTERNATIONAL PAPER COMPANY

          Attest:

          ____________________      By: _______________________

          This is one of the Securities of the series designated therein
          referred to in the within-mentioned Indenture.

                                    THE CHASE MANHATTAN BANK, N.A.,
                                      as Trustee

                                    By:_________________________
                                       Authorized Signatory



                                REVERSE OF SECURITY

               This Security is one of a duly authorized issue of securi-
          ties of the Company (herein called the "Securities"), issued
          and to be issued in one or more series under an Indenture
          relating to Senior Debt Securities, dated as of April 1, 1994
          (herein called the "Indenture"), between the Company and The
          Chase Manhattan Bank, N.A., as Trustee (herein called the
          "Trustee," which term includes any successor trustee under the
          Indenture), to which Indenture and all indentures supplemental
          thereto reference is hereby made for a statement of the respec-
          tive rights, limitations of rights, duties and immunities
          thereunder of the Company, the Trustee and the Holders of the
          Securities and of the terms upon which the Securities are, and
          are to be, authenticated and delivered.  This Security is one
          of the series designated on the face hereof, limited in aggre-
          gate principal amount to $175,000,000. 

               The Securities of this series are not subject to redemp-
          tion at any time, as a whole or in part, at the election of the
          Company.

               Subject to and upon compliance with the provisions of the
          Indenture (unless previously redeemed), this Security, if
          submitted for redemption, is subject to redemption, at the
          option of the Holder, upon any Change in Control of the Company
          (as defined in the Indenture) unless the Continuing Directors
          (as defined in the Indenture) shall have approved such Change
          in Control on or before the day which is ten days after such
          Change in Control (whether or not such call occurs before or
          after such Change in Control).  The Holder's option so to
          redeem is exercisable on or before the end of the Exercise
          Period specified in the notice of the Company relating to such
          Change in Control at a Redemption Price equal to 100% of the
          principal amount hereof plus accrued interest to the Redemption
          Date.  For this Security to be submitted for such redemption,
          the Company must receive at the office of one of the Paying
          Agents, prior to the close of business on the last day of such
          Exercise Period, this Security accompanied by written notice to
          the Company (which shall be substantially in the form of the
          form of notice hereon) that the Holder hereof instructs the
          Company to redeem this Security.  Such notice duly received
          shall be irrevocable.

               Notice of redemption will be given by mail to Holders of
          Securities, not less than 30 nor more than 60 days prior to the
          date fixed for redemption, all as provided in the Indenture.

               In the event of redemption of this Security in part only,
          a new Security or Securities of this series and of like tenor
          for the unredeemed portion hereof will be issued in the name of
          the Holder hereof upon the cancellation hereof.

               The Indenture contains provisions for defeasance of the
          entire indebtedness of this Security upon compliance by the
          Company with certain conditions set forth therein.

               If an Event of Default with respect to Securities of this
          series shall occur and be continuing, the principal of the
          Securities of this series may be declared due and payable in
          the manner and with the effect provided in the Indenture.

               The Indenture permits, with certain exceptions as therein
          provided, the amendment thereof and the modification of the
          rights and obligations of the Company and the rights of the
          Holders of the Securities of each series to be affected under
          the Indenture at any time by the Company and the Trustee with
          the consent of the Holders of 66-2/3% in principal amount of
          the Securities at the time Outstanding of each series to be
          affected.  The Indenture also contains provisions permitting
          the Holders of specified percentages in principal amount of the
          Securities of each series at the time Outstanding, on behalf of
          the Holders of all Securities of such series, to waive compli-
          ance by the Company with certain provisions of the Indenture
          and certain past defaults under the Indenture and their conse-
          quences.  Any such consent or waiver by the Holder of this
          Security shall be conclusive and binding upon such Holder and
          upon all future Holders of this Security and of any Security
          issued upon the registration of transfer hereof or in exchange
          hereof or in lieu hereof, whether or not notation of such
          consent or waiver is made upon this Security.

               As set forth in, and subject to, the provisions of the
          Indenture, no Holder of any Security of this series will have
          any right to institute any proceeding with respect to the
          Indenture or for any remedy thereunder, unless such Holder
          shall have previously given to the Trustee written notice of a
          continuing Event of Default with respect to this series, the
          Holders of not less than 25% in principal amount of the Out-
          standing Securities of this series shall have made written
          request, and offered reasonable indemnity, to the Trustee to
          institute such proceeding as trustee, and the Trustee shall
          have received from the Holders of a majority in principal
          amount of the Outstanding Securities of this series a direction
          inconsistent with such request and shall have failed to insti-
          tute such proceeding within 60 days; provided, however, that
          such limitations do not apply to a suit instituted by the
          Holder hereof for the enforcement of payment of the principal
          of (and premium, if any) or interest on this Security on or
          after the respective due dates expressed herein.

               No reference herein to the Indenture and no provision of
          this Security or of the Indenture shall alter or impair the
          obligation of the Company, which is absolute and unconditional,
          to pay the principal of (and premium, if any) and interest on
          this Security at the times, place and rate, and in the coin or
          currency, herein prescribed.

               As provided in the Indenture and subject to certain
          limitations therein set forth, the transfer of this Security is
          registrable in the Security Register, upon surrender of this
          Security for registration of transfer at the office or agency
          of the Company in The City of New York, duly endorsed by, or
          accompanied by a written instrument of transfer in form satis-
          factory to the Company and the Security Registrar duly executed
          by, the Holder hereof or his attorney duly authorized in
          writing, and thereupon one or more new Securities of this
          series and of like tenor, of authorized denominations and for
          the same aggregate principal amount, will be issued to the
          designated transferee or transferees.

               The Securities of this series are issuable only in regis-
          tered form, without coupons, in denominations of $100,000 and
          any integral multiple of $1,000 in excess thereof.  As provided
          in the Indenture and subject to certain limitations therein set
          forth, Securities of this series are exchangeable for a like
          aggregate principal amount of Securities of this series and of
          like tenor of a different authorized denomination, as requested
          by the Holder surrendering the same.

               No service charge shall be made for any such registration
          of transfer or exchange, but the Company may require payment of
          a sum sufficient to cover any tax or other governmental charge
          payable in connection therewith.

               Prior to due presentment of this Security for registration
          of transfer, the Company, the Trustee and any agent of the
          Company or the Trustee may treat the Person in whose name this
          Security is registered as the owner hereof for all purposes,
          whether or not this Security is overdue, and neither the
          Company, the Trustee nor any such agent shall be affected by
          notice to the contrary.

               All terms used in this Security which are defined in the
          Indenture shall have the meanings assigned to them in the
          Indenture.

               The following abbreviations, when used in the inscription
          on the face of the within Security, shall be construed as
          though they were written out in full according to applicable
          laws or regulations.

               TEN COM - as tenants in common
               TEN ENT - as tenants by the entireties
               JT TEN -  as joint tenants with right of survivorship and
                         not as tenants in common
               UNIF GIFT MIN ACT -        Custodian        
                                   ------------------------
                                   (Cust)           (Minor)
                                   under Uniform Gifts to Minors
                                   Act       
                                      --------------
                                        (State)

          Additional abbreviations may also be used though not in the
          above list.

                                  ________________

               FOR VALUE RECEIVED the undersigned hereby sells, assigns
          and transfers unto

          PLEASE INSERT SOCIAL SECURITY OR OTHER
          IDENTIFYING NUMBER OF ASSIGNEE: _________________________

          --------------------------------------------------------- 
             (NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE,
                   MUST BE PRINTED OR TYPEWRITTEN)
          --------------------------------------------------------- 

          --------------------------------------------------------- 
          the within Security, and all rights thereunder, hereby irrevo-
          cably constituting and appointing

          ----------------------------------------------------, attorney
          to transfer said Security on the books of the Company, with
          full power of substitution in the premises.

               Dated: _________________

          Notice:  The signature to this assignment must correspond
           with the name as it appears upon the face of the within
           Security in every particular, without alteration or 
                 enlargement or any change whatever.


                  FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION

          To:  INTERNATIONAL PAPER COMPANY

               The undersigned Holder of this Security hereby irrevocably
          instructs the Company to redeem this Security in accordance
          with the terms of the Indenture referred to in this Security.

               The instruction being given in exercise of the Holder's
          option to require redemption of this Security to the extent
          provided in such Indenture upon a Change in Control of the
          Company.

          Dated:________________

                                    ______________________________
                                             Signature

                                    If only a portion of this Security
                                    is submitted for redemption, please
                                    indicate:

                                    1.   Principal Amount submitted for
                                         redemption:
                                         U.S.$_________________

                                    2.   Amount and denomination of Reg-
                                         istered Securities representing
                                         principal amount of this Secu-
                                         rity not submitted for redemp-
                                         tion to be issued:

                                         Amount:  U.S.$____________

                                         Denominations:

                                         U.S.$_____________________
                                         (U.S.$5,000 or an integral mul-
                                         tiple thereof)

          Note: Exercise of the option to require redemption is irrevo-
                cable.


                          INTERNATIONAL PAPER

                        TWO MANHATTANVILLE ROAD
                        PURCHASE NY  10577 2196
                         PHONE 914-397-1578
                         FAX 914-397-1909

          CAROL BERARDI
          ASSISTANT SECRETARY
            & MANAGER
          INVESTOR & U.S. SUBSIDIARY
            SERVICES

                                        July 3 1996

          Securities and Exchange Commission
          Judiciary Plaza
          450 5th Street, N.W.
          Washington, D.C.  20549

          Attn:  EDGAR Filing

                    Re:  International Paper Company
                         Form 8-K Current Report    

          Gentlemen:

                    On behalf of International Paper Company, there is
          transmitted for filing under the Securities Exchange Act of
          1934, as amended, a Form 8-K Current Report, including exhib-
          its.

                    If any questions should arise, please do not hesitate
          to telephone me or James W. Guedry at (914) 397-1532.

                                        Very truly yours,

                                        /s/ Carol Berardi

          Enclosures

          cc:  Mr. Charles C. Leber
               Branch Chief - SEC

               Mr. Frederick Emken
               New York Stock Exchange
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 30884}]
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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

                                 July 2, 1996
               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 2, 1996, International Paper Company
                    (the "Company") entered into an Underwriting
                    Agreement with Merrill Lynch & Co., Merrill
                    Lynch, Pierce, Fenner & Smith Incorporated, CS
                    First Boston Corporation, J.P. Morgan Securi-
                    ties Inc. and Morgan Stanley & Co. Incorporated
                    in connection with the proposed issuance and
                    sale of $175,000,000 aggregate principal amount
                    of the Company's 6 7/8% Notes Due 2000.

          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
                               2, 1996, among the Company and
                               Merrill Lynch & Co., Merrill Lynch,
                               Pierce, Fenner & Smith Incorporat-
                               ed, CS First Boston Corporation,
                               J.P. Morgan Securities Inc. and
                               Morgan Stanley & Co. Incorporated,
                               which incorporates in its entirety
                               all the provisions of the Interna-
                               tional 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.

          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:  July 3, 1996             /s/  Carol Berardi       
                 Purchase, NY             ------------------------
                                            

                                EXHIBIT INDEX

                                                                   Page

               1(a)  Underwriting Agreement, dated July 2, 1996, among
                     the Company and Merrill Lynch & Co., Merrill
                     Lynch, Pierce, Fenner & Smith Incorporated, CS
                     First Boston Corporation, J.P. Morgan & Co. Incor-
                     porated and Morgan Stanley & Co. Incorporated,
                     which incorporates in its entirety all the provi-
                     sions of the International Paper Company Under-
                     writing 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.

                                                           Exhibit 1(a)

                              UNDERWRITING AGREEMENT

                                        July 2, 1996

          International Paper Company
          Two Manhattanville Road
          Purchase, New York  10577

          Dear Sirs:

                     We understand that International Paper Company, a
          New York corporation (the "Company"), proposes to issue and
          sell $175,000,000 aggregate principal amount of its 6 7/8%
          Notes Due July 10, 2000 (the "Offered Securities").  Subject
          to the terms and conditions set forth or incorporated by
          reference herein, the Company hereby agrees to sell and
          Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
          Incorporated, CS First Boston Corporation, J.P. Morgan Secu-
          rities Inc. and Morgan Stanley & Co. Incorporated (the "Un-
          derwriters") severally agree to purchase the Offered Securi-
          ties at a purchase price equal to 100% of the principal
          amount of the Offered Securities, plus interest, if any,
          accrued on the Offered Securities from July 8, 1996.

                     The Underwriters will pay for such Offered Securi-
          ties upon delivery thereof at the offices of Skadden, Arps,
          Slate, Meagher & Flom, 919 Third Avenue, New York, New York
          at 10:00 a.m., New York City time, on July 8, 1996, or at
          such other time as shall be jointly designated by the Under-
          writers and the Company.  Payment for the Offered Securities
          shall be made by wire transfer or by certified or official
          bank check or checks payable to the order of the Company in
          federal or similar same- day funds.

                     The Offered Securities will be issued pursuant to
          the Indenture relating to Senior Debt Securities dated as of
          April 1, 1994 (the "Senior Indenture"), between the Company
          and The Chase Manhattan Bank, N.A., as Trustee, and will have
          the following terms:

          MATURITY:                   July 10, 2000

          INTEREST RATE:              6 7/8% per annum

          INTEREST PAYMENT DATES:     January 8 and July 8, of each
                                      year, commencing January 8, 1997

          REDEMPTION PROVISIONS:      None 

          SINKING FUND PROVISIONS:    None

          DEFEASANCE PROVISIONS:      The Senior Indenture provisions
                                      relating to defeasance will apply
                                      to the Offered Securities.

          CONVERSION RIGHTS:          None

          REPURCHASE UPON
            CHANGE OF CONTROL:        The Offered Securities will be
                                      redeemable at the option of the
                                      Holders in the event of a Change
                                      in Control.

                    The respective principal amounts of the Securities
          to be purchased by each of the Underwriters are set forth
          opposite their names in Schedule A hereto.

                    All the provisions contained in the document enti-
          tled International Paper Company Underwriting Agreement
          Standard Provisions (Debt), a copy of which you have previ-
          ously received, except to the extent otherwise provided
          herein, are herein incorporated by reference in their entire-
          ty and shall be deemed to be a part of this Agreement to the
          same extent as if such provisions had been set forth in full
          herein.

                    Please confirm your agreement by having an autho-
          rized officer sign a copy of this Agreement in the space set
          forth below and returning the signed copy to us by telecopy.

                                   Very truly yours,

                                   MERRILL LYNCH & CO.
                                   Merrill Lynch, Pierce, Fenner & Smith
                                        Incorporated
                                   CS FIRST BOSTON CORPORATION
                                   J.P. MORGAN SECURITIES INC.
                                   MORGAN STANLEY & CO. INCORPORATED

                                   By:  MERRILL LYNCH, PIERCE, FENNER &
                                             SMITH INCORPORATED

                                        By:  /s/Scott Ryles              
                                             ----------------------------
                                             Name:  Scott Ryles
                                             Title: Managing Director

          Accepted as of the date hereof:

          INTERNATIONAL PAPER COMPANY

          By:  /s/John R. Jepsen         
               Name:  John R. Jepsen
               Title: Assistant Treasurer

                                     SCHEDULE A

                                                          Principal
          Underwriter                                       Amount 
          -----------                                     ---------

          Merrill Lynch, Pierce, Fenner & Smith
                Incorporated  . . . . . . . . . .       $ 43,750,000

          CS First Boston Corporation . . . . . .         43,750,000

          J.P. Morgan Securities Inc. . . . . . .         43,750,000

          Morgan Stanley & Co. Incorporated . . .         43,750,000

               Total  . . . . . . . . . . . . . .       $175,000,000

                                                             Exhibit 4(a)
                                                             ------------

                                   [FORM OF NOTE]

               Unless and until it is exchanged in whole or in part for
          securities in definitive form, this security may not be trans-
          ferred except as a whole (i) by the depository to a nominee of
          the depository, (ii) by a nominee of the depository to the
          depository or another nominee of the depository or (iii) by the
          depository or any such nominee to a successor depository or a
          nominee of such successor depository.  unless this certificate
          is presented by an authorized representative of the depository
          trust company, 55 water street, new york, new york ("dtc") to
          the company or its agent for registration of transfer, exchange
          or payment, and any certificate issued is registered in the
          name of cede & co. or in such other name as is requested by an
          authorized representative of dtc (and any payment is made to
          cede & co. or such other entity as is requested by an autho-
          rized representative of dtc), ANY TRANSFER, PLEDGE OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
          inasmuch as the registered owner hereof, cede & co., has an
          interest herein.

                            INTERNATIONAL PAPER COMPANY

          R-                                                 $           
                                                        CUSIP            

               International Paper Company, a corporation duly organized
          and existing under the laws of New York (herein called the
          "Company," which term includes any successor Person under the
          Indenture referred to on the reverse hereof), for value re-
          ceived, hereby promises to pay to            or registered
          assigns, the principal sum of                           ($      
              ) on July 10, 2000 and to pay interest thereon from July 8,
          1996 or from the most recent Interest Payment Date to which
          interest has been paid or duly provided for semi-annually in
          arrears on January 8 and July 8 in each year, commencing
          January 8, 1997, at the rate of 6 7/8% per annum, until the
          principal hereof is paid or made available for payment.  The
          interest so payable, and punctually paid or duly provided for,
          on any Interest Payment Date will, as provided in such Inden-
          ture, be paid to the Person in whose name this Security (or one
          or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest, which
          shall be the December 23 or June 23 (whether or not a Business
          Day), as the case may be, next preceding such Interest Payment
          Date.  Except as otherwise provided in the Indenture, any such
          interest not so punctually paid or duly provided for will
          forthwith cease to be payable to the Holder on such Regular
          Record Date and may either be paid to the Person in whose name
          this Security (or one or more Predecessor Securities) is
          registered at the close of business on a Special Record Date
          for the payment of such Defaulted Interest to be fixed by the
          Trustee, notice whereof shall be given to Holders of Securities
          of this series not less than 10 days prior to such Special
          Record Date, or be paid at any time in any other lawful manner
          not inconsistent with the requirements of any securities
          exchange on which the Securities of this series may be listed,
          and upon such notice as may be required by such exchange, all
          as more fully provided in said Indenture.  Payment of the
          principal of (and premium, if any) and interest on this Securi-
          ty will be made at the office or agency of the Company main-
          tained for that purpose in the City of New York, in such coin
          or currency of the United States of America as at the time of
          payment is legal tender for payment of public and private
          debts.

               Reference is hereby made to the further provisions of this
          Security set forth on the reverse hereof, which further provi-
          sions shall for all purposes have the same effect as if set
          forth at this place.

               Unless the certificate of authentication hereon has been
          executed by the Trustee referred to on the reverse hereof,
          directly or through an Authenticating Agent, by manual signa-
          ture of an authorized signatory, this Security shall not be
          entitled to any benefit under the Indenture or be valid or
          obligatory for any purpose.

               IN WITNESS WHEREOF, the Company has caused this instrument
          to be duly executed under its corporate seal.

          Dated: 

          [Seal]                    INTERNATIONAL PAPER COMPANY

          Attest:

          ____________________      By: _______________________

          This is one of the Securities of the series designated therein
          referred to in the within-mentioned Indenture.

                                    THE CHASE MANHATTAN BANK, N.A.,
                                      as Trustee

                                    By:_________________________
                                       Authorized Signatory

                                REVERSE OF SECURITY

               This Security is one of a duly authorized issue of securi-
          ties of the Company (herein called the "Securities"), issued
          and to be issued in one or more series under an Indenture
          relating to Senior Debt Securities, dated as of April 1, 1994
          (herein called the "Indenture"), between the Company and The
          Chase Manhattan Bank, N.A., as Trustee (herein called the
          "Trustee," which term includes any successor trustee under the
          Indenture), to which Indenture and all indentures supplemental
          thereto reference is hereby made for a statement of the respec-
          tive rights, limitations of rights, duties and immunities
          thereunder of the Company, the Trustee and the Holders of the
          Securities and of the terms upon which the Securities are, and
          are to be, authenticated and delivered.  This Security is one
          of the series designated on the face hereof, limited in aggre-
          gate principal amount to $175,000,000. 

               The Securities of this series are not subject to redemp-
          tion at any time, as a whole or in part, at the election of the
          Company.

               Subject to and upon compliance with the provisions of the
          Indenture (unless previously redeemed), this Security, if
          submitted for redemption, is subject to redemption, at the
          option of the Holder, upon any Change in Control of the Company
          (as defined in the Indenture) unless the Continuing Directors
          (as defined in the Indenture) shall have approved such Change
          in Control on or before the day which is ten days after such
          Change in Control (whether or not such call occurs before or
          after such Change in Control).  The Holder's option so to
          redeem is exercisable on or before the end of the Exercise
          Period specified in the notice of the Company relating to such
          Change in Control at a Redemption Price equal to 100% of the
          principal amount hereof plus accrued interest to the Redemption
          Date.  For this Security to be submitted for such redemption,
          the Company must receive at the office of one of the Paying
          Agents, prior to the close of business on the last day of such
          Exercise Period, this Security accompanied by written notice to
          the Company (which shall be substantially in the form of the
          form of notice hereon) that the Holder hereof instructs the
          Company to redeem this Security.  Such notice duly received
          shall be irrevocable.

               Notice of redemption will be given by mail to Holders of
          Securities, not less than 30 nor more than 60 days prior to the
          date fixed for redemption, all as provided in the Indenture.

               In the event of redemption of this Security in part only,
          a new Security or Securities of this series and of like tenor
          for the unredeemed portion hereof will be issued in the name of
          the Holder hereof upon the cancellation hereof.

               The Indenture contains provisions for defeasance of the
          entire indebtedness of this Security upon compliance by the
          Company with certain conditions set forth therein.

               If an Event of Default with respect to Securities of this
          series shall occur and be continuing, the principal of the
          Securities of this series may be declared due and payable in
          the manner and with the effect provided in the Indenture.

               The Indenture permits, with certain exceptions as therein
          provided, the amendment thereof and the modification of the
          rights and obligations of the Company and the rights of the
          Holders of the Securities of each series to be affected under
          the Indenture at any time by the Company and the Trustee with
          the consent of the Holders of 66-2/3% in principal amount of
          the Securities at the time Outstanding of each series to be
          affected.  The Indenture also contains provisions permitting
          the Holders of specified percentages in principal amount of the
          Securities of each series at the time Outstanding, on behalf of
          the Holders of all Securities of such series, to waive compli-
          ance by the Company with certain provisions of the Indenture
          and certain past defaults under the Indenture and their conse-
          quences.  Any such consent or waiver by the Holder of this
          Security shall be conclusive and binding upon such Holder and
          upon all future Holders of this Security and of any Security
          issued upon the registration of transfer hereof or in exchange
          hereof or in lieu hereof, whether or not notation of such
          consent or waiver is made upon this Security.

               As set forth in, and subject to, the provisions of the
          Indenture, no Holder of any Security of this series will have
          any right to institute any proceeding with respect to the
          Indenture or for any remedy thereunder, unless such Holder
          shall have previously given to the Trustee written notice of a
          continuing Event of Default with respect to this series, the
          Holders of not less than 25% in principal amount of the Out-
          standing Securities of this series shall have made written
          request, and offered reasonable indemnity, to the Trustee to
          institute such proceeding as trustee, and the Trustee shall
          have received from the Holders of a majority in principal
          amount of the Outstanding Securities of this series a direction
          inconsistent with such request and shall have failed to insti-
          tute such proceeding within 60 days; provided, however, that
          such limitations do not apply to a suit instituted by the
          Holder hereof for the enforcement of payment of the principal
          of (and premium, if any) or interest on this Security on or
          after the respective due dates expressed herein.

               No reference herein to the Indenture and no provision of
          this Security or of the Indenture shall alter or impair the
          obligation of the Company, which is absolute and unconditional,
          to pay the principal of (and premium, if any) and interest on
          this Security at the times, place and rate, and in the coin or
          currency, herein prescribed.

               As provided in the Indenture and subject to certain
          limitations therein set forth, the transfer of this Security is
          registrable in the Security Register, upon surrender of this
          Security for registration of transfer at the office or agency
          of the Company in The City of New York, duly endorsed by, or
          accompanied by a written instrument of transfer in form satis-
          factory to the Company and the Security Registrar duly executed
          by, the Holder hereof or his attorney duly authorized in
          writing, and thereupon one or more new Securities of this
          series and of like tenor, of authorized denominations and for
          the same aggregate principal amount, will be issued to the
          designated transferee or transferees.

               The Securities of this series are issuable only in regis-
          tered form, without coupons, in denominations of $100,000 and
          any integral multiple of $1,000 in excess thereof.  As provided
          in the Indenture and subject to certain limitations therein set
          forth, Securities of this series are exchangeable for a like
          aggregate principal amount of Securities of this series and of
          like tenor of a different authorized denomination, as requested
          by the Holder surrendering the same.

               No service charge shall be made for any such registration
          of transfer or exchange, but the Company may require payment of
          a sum sufficient to cover any tax or other governmental charge
          payable in connection therewith.

               Prior to due presentment of this Security for registration
          of transfer, the Company, the Trustee and any agent of the
          Company or the Trustee may treat the Person in whose name this
          Security is registered as the owner hereof for all purposes,
          whether or not this Security is overdue, and neither the
          Company, the Trustee nor any such agent shall be affected by
          notice to the contrary.

               All terms used in this Security which are defined in the
          Indenture shall have the meanings assigned to them in the
          Indenture.

               The following abbreviations, when used in the inscription
          on the face of the within Security, shall be construed as
          though they were written out in full according to applicable
          laws or regulations.

               TEN COM - as tenants in common
               TEN ENT - as tenants by the entireties
               JT TEN -  as joint tenants with right of survivorship and
                         not as tenants in common
               UNIF GIFT MIN ACT -        Custodian        
                                   ------------------------
                                   (Cust)           (Minor)
                                   under Uniform Gifts to Minors
                                   Act       
                                      --------------
                                        (State)

          Additional abbreviations may also be used though not in the
          above list.

                                  ________________

               FOR VALUE RECEIVED the undersigned hereby sells, assigns
          and transfers unto

          PLEASE INSERT SOCIAL SECURITY OR OTHER
          IDENTIFYING NUMBER OF ASSIGNEE: _________________________

          --------------------------------------------------------- 
             (NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE,
                   MUST BE PRINTED OR TYPEWRITTEN)
          --------------------------------------------------------- 

          --------------------------------------------------------- 
          the within Security, and all rights thereunder, hereby irrevo-
          cably constituting and appointing

          ----------------------------------------------------, attorney
          to transfer said Security on the books of the Company, with
          full power of substitution in the premises.

               Dated: _________________

          Notice:  The signature to this assignment must correspond
           with the name as it appears upon the face of the within
           Security in every particular, without alteration or 
                 enlargement or any change whatever.

                  FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION

          To:  INTERNATIONAL PAPER COMPANY

               The undersigned Holder of this Security hereby irrevocably
          instructs the Company to redeem this Security in accordance
          with the terms of the Indenture referred to in this Security.

               The instruction being given in exercise of the Holder's
          option to require redemption of this Security to the extent
          provided in such Indenture upon a Change in Control of the
          Company.

          Dated:________________

                                    ______________________________
                                             Signature

                                    If only a portion of this Security
                                    is submitted for redemption, please
                                    indicate:

                                    1.   Principal Amount submitted for
                                         redemption:
                                         U.S.$_________________

                                    2.   Amount and denomination of Reg-
                                         istered Securities representing
                                         principal amount of this Secu-
                                         rity not submitted for redemp-
                                         tion to be issued:

                                         Amount:  U.S.$____________

                                         Denominations:

                                         U.S.$_____________________
                                         (U.S.$5,000 or an integral mul-
                                         tiple thereof)

          Note: Exercise of the option to require redemption is irrevo-
                cable.

                          INTERNATIONAL PAPER

                        TWO MANHATTANVILLE ROAD
                        PURCHASE NY  10577 2196
                         PHONE 914-397-1578
                         FAX 914-397-1909

          CAROL BERARDI
          ASSISTANT SECRETARY
            & MANAGER
          INVESTOR & U.S. SUBSIDIARY
            SERVICES

                                        July 3 1996

          Securities and Exchange Commission
          Judiciary Plaza
          450 5th Street, N.W.
          Washington, D.C.  20549

          Attn:  EDGAR Filing

                    Re:  International Paper Company
                         Form 8-K Current Report    

          Gentlemen:

                    On behalf of International Paper Company, there is
          transmitted for filing under the Securities Exchange Act of
          1934, as amended, a Form 8-K Current Report, including exhib-
          its.

                    If any questions should arise, please do not hesitate
          to telephone me or James W. Guedry at (914) 397-1532.

                                        Very truly yours,

                                        /s/ Carol Berardi

          Enclosures

          cc:  Mr. Charles C. Leber
               Branch Chief - SEC

               Mr. Frederick Emken
               New York Stock Exchange