<PAGE>

    As filed with the Securities and Exchange Commission on August 12, 1999
                                                     Registration No. 333-

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               ----------------
                          International Paper Company
            (Exact Name of Registrant as specified in its charter)
          New York                                       13-0872805
  (State of incorporation)                            (I.R.S. Employer
                                                     Identification No.)
                            Two Manhattanville Road
                           Purchase, New York 10577
                   (Address of principal executive offices)

                       International Paper Company Stock
                                  Option Plan
                             (Full title of Plan)
                               ----------------
                             James W. Guedry, Esq.
                         Vice President and Secretary
                          International Paper Company
                            Two Manhattanville Road
                           Purchase, New York 10577
                                (914) 397-1500
                     (Name, address and telephone number,
                   including area code of agent for service)
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Proposed
                                                        Maximum       Proposed
                                       Amount           Offering      Maximum       Amount of
 Title of Securities to                 to be            Price       Aggregate     Registration
     be Registered                   Registered        Per Share   Offering Price      Fee
-----------------------------------------------------------------------------------------------
<S>                            <C>                     <C>        <C>              <C>
Common Stock,
 Par value $1.00 per share.... 3,000,000 Shares (1)(2) $52.00 (3) $156,000,000 (3)   $28,912
-----------------------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------

(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus in-
    cluded in this registration statement also relates to 2,771,809 shares of
    International Paper's Common Stock, $1.00 par value, previously registered
    under International Paper's registration statement on Form S-8 (No. 33-
    61335). This registration statement constitutes Post-Effective Amendment
    No. 1 to International Paper's registration statement on Form S-8 (No. 33-
    61335). The number of shares of International Paper's Common Stock being
    registered, together with the remaining number of shares of International
    Paper's Common Stock registered under registration statement No. 33-61335
    represents the maximum number of shares of International Paper's Common
    Stock which are expected to be offered for sale.
(2) This Registration Statement also covers such additional shares of Common
    Stock as may be issuable pursuant to adjustments, as provided in Section 6
    of the International Paper Company Long-Term Incentive Compensation Plan,
    of which the Stock Option Plan is a part, for any stock dividend, split,
    reclassification or other analogous changes in capitalization or any dis-
    tribution to holders of International Paper Company stock.
(3) Estimated solely for purposes of computing the registration fee. The pro-
    posed maximum offering price per share and maximum aggregate offering
    price are based on the average high and low prices per share of Common
    Stock of International Paper on August 9, 1999, as reported in the consol-
    idated reporting system.

  The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registra-
tion statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, or until the registration statement shall
become effective on such date as the SEC, acting pursuant to said section
8(a), may determine.
<PAGE>

                                    PART I

  The following documents listed under this Part I and the documents incorpo-
rated by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.

ITEM 1. PLAN INFORMATION

  The information required to be provided to participants pursuant to this
Item is set forth in Company's Stock Option Plan Prospectus.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

  The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, International Paper Company, a New York
corporation (the "Registrant"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference.

     (1) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1998;

     (2) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
  Act since December 31, 1998;

     (3) The Registrant's Current Reports on Form 8-K filed January 1, 1999
  and March 9, 1999, April 13, 1999, May 13, 1999 and July 15, 1999.

     (4) The description of the Registrant's capital stock which is contained
  in the Registrant's registration statement on Form 8-A, dated July 20,
  1976, as amended.

  All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

  Certain legal matters with respect to the offering of the shares of Common
Stock registered hereby have been passed upon by James W. Guedry, Vice
President and Secretary of the Registrant. Mr. Guedry does not own a material
or significant amount of the outstanding shares of Common Stock. He
participates in the Registrant's Stock Option Plan and in its Salaried Savings
Plan, having an interest in a fund under that plan which invests in the
Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or the officer by a provision contained
in its certificate of incorporation or by-laws or by a duly authorized
resolution of its shareholders or directors or by agreement, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and material to the cause of action, or that
such director or officer personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

  Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action
other than a derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result

                                     II-1
<PAGE>

of such action, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, in criminal actions or proceedings, in
addition, has no reasonable cause to believe that his conduct was unlawful.

  Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually
and necessarily incurred by him in connection with the defense or settlement
of such action or in connection with an appeal therein if such director or
officer acted, in good faith, for a purpose which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper.

  Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in
which the director or officer has been successful, whether on the merits or
otherwise, in defending an action. In the event that the director or officer
has not been successful or the action is settled, indemnification must be
authorized by the appropriate corporate action as set forth in Section 723.

  Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and 723 of the NYBCL contains certain other miscellaneous
provisions affecting the indemnification of directors and officers.

  Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
section, (2) directors and officers in instances in which they may be
indemnified by a corporation under such section, and (3) directors and
officers in instances in which they may not otherwise be indemnified by a
corporation under such section, provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for co-
insurance.

  Article VII of the Restated Certificate of Incorporation of the Registrant
provides in part as follows:

    "Each Director of the Corporation shall be indemnified by the
    Corporation against expenses actually and necessarily incurred
    by him in connection with the defense of any action, suit or
    proceeding in which he is made a party by reason of his being
    or having been a Director of the Corporation, except in
    relation to matters as to which he shall be adjudged in such
    action, suit or proceeding to be liable for negligence or
    misconduct in the performance of his duties as such Director,
    provided that such right of indemnification shall not be
    deemed exclusive of any other rights to which a Director of
    the Corporation may be entitled, under any by-law, agreement,
    vote of stockholders or otherwise."

  Article IX of the By-laws, as amended, of the Registrant provides as
follows:

    "The Corporation shall indemnify each Officer or Director who
    is made, or threatened to be made, a party to any action by
    reason of the fact that he or she is or was an Officer or
    Director of the Corporation, or is or was serving at the
    request of the Corporation in any capacity for the Corporation
    or any other enterprise, to the fullest extent permitted

                                     II-2
<PAGE>

    by applicable law. The Corporation may, so far as permitted by
    law, enter into an agreement to indemnify and advance expenses
    to any Officer or Director who is made, or threatened to be
    made, a party to any such action."

  The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the NYBCL as permitted by
Section 721 of the NYBCL.

  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

  Not Applicable.

ITEM 8. EXHIBITS

<TABLE>
<S>   <C>
 5.1  Opinion of James W. Guedry, Vice President and Secretary of the Registrant, regarding the legality
      of the securities being registered.
23.1  Consent of Arthur Andersen LLP, independent public accountants
23.2  Consent of James W. Guedry (included in Exhibit 5.1)
24.1  Power of Attorney
</TABLE>

ITEM 9. REQUIRED UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:

     (i) to include any prospectus required by Section 10(a)(3) of the 1933
  Act;

     (ii) to reflect in the prospectus any facts or events arising after the
  effective date of this registration statement (or the most recent post-ef-
  fective amendment thereof) which, individually or in the aggregate, repre-
  sents a fundamental change in the information set forth in this registra-
  tion statement; and

     (iii) to include any material information with respect to the plan of
  distribution not previously disclosed in this registration statement or any
  material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information re-
quired to be included in post-effective amendment by those paragraphs is con-
tained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

    (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


                                     II-3
<PAGE>

(b) The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the 1933 Act, each filing of the
    Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
    the Exchange Act (and, where applicable, each filing of an employee
    benefit plan's annual report pursuant to Section 15(d) of the Exchange
    Act) that is incorporated by reference in this registration statement
    shall be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the 1933 Act may
    be permitted to directors, officers and controlling persons of the
    registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the event that a
    claim for indemnification against such liabilities (other than the payment
    by the registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has been
    settled by controlling precedent, submit to a court of appropriate
    jurisdiction the question whether such indemnification by it is against
    public policy as expressed in the Act and will be governed by the final
    adjudication of such issue.

                                     II-4
<PAGE>

                                  SIGNATURES

  Pursuant to the requirements of the 1933 Act, the registrant has duly caused
this registration statement on form S-8 to be signed on its behalf by under-
signed, thereunto duly authorized, in the city of Purchase, State of New York,
on this 10th day of August, 1999.

                                          International Paper Company

                                            /s/ James W. Guedry
                                          By:____________________________
                                            James W. Guedry Vice President &
                                            Secretary

  Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the 10th day
of August, 1999.

              Signature                        Title

         /s/ John T. Dillon*           Director and
-------------------------------------   Chairman of the
           John T. Dillon               Board (Chief
                                        Executive Officer)

        /s/ C. Wesley Smith*           Executive Vice
-------------------------------------   President and
           C. Wesley Smith              Director

         /s/ Peter I. Bijur*           Director
-------------------------------------
           Peter I. Bijur

        /s/ Robert J. Eaton*           Director
-------------------------------------
           Robert J. Eaton

        /s/ Samir G. Gibara*           Director
-------------------------------------
           Samir G. Gibara

                                       Director
-------------------------------------
           John A. Georges

                                       Director
-------------------------------------
         James A. Henderson

        /s/ John R. Kennedy*           Director
-------------------------------------
           John R. Kennedy

                                     II-5
<PAGE>


       /s/ Robert D. Kennedy*           Director
-------------------------------------
          Robert D. Kennedy

      /s/ W. Craig McClelland*          Director
-------------------------------------
         W. Craig McClelland

       /s/ Donald F. McHenry*           Director
-------------------------------------
          Donald F. McHenry

       /s/ Patrick F. Nooman*           Director
-------------------------------------
          Patrick F. Nooman

        /s/ Jane C. Pfeiffer*           Director
-------------------------------------
          Jane C. Pfeiffer

      /s/ Jeremiah J. Sheehan*          Director
-------------------------------------
         Jeremiah J. Sheehan

      /s/ Charles R. Shoemate*          Director
-------------------------------------
         Charles R. Shoemate

         /s/ John V. Faraci*            Senior Vice
-------------------------------------    President and Chief
           John V. Faraci                Financial Officer

        /s/ Andrew R. Lessin*           Vice President and
-------------------------------------    Controller and
          Andrew R. Lessin               Chief Accounting
                                         Officer


         /s/ James W. Guedry
*By________________________________  __________________________________________

 James W. Guedry, Attorney-in-fact

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22515}]
{"company-data": {"conformed-name": "INTERNATIONAL PAPER CO /NEW/", "cik": "0000051434", "assigned-sic": "2621", "irs-number": "130872805", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85051", "film-number": "99686045"}, "business-address": {"street1": "TWO MANHATTANVILLE RD", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9143971500"}, "mail-address": {"street1": "TWO MANHATTANVILLE ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577"}, "former-company": {"former-conformed-name": "INTERNATIONAL PAPER & POWER CORP", "date-changed": "19710527"}}
As filed with the Securities and Exchange Commission on August 12, 1999
                                                     Registration No. 333-

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               ----------------
                          International Paper Company
            (Exact Name of Registrant as specified in its charter)
          New York                                       13-0872805
  (State of incorporation)                            (I.R.S. Employer
                                                     Identification No.)
                            Two Manhattanville Road
                           Purchase, New York 10577
                   (Address of principal executive offices)

                       International Paper Company Stock
                                  Option Plan
                             (Full title of Plan)
                               ----------------
                             James W. Guedry, Esq.
                         Vice President and Secretary
                          International Paper Company
                            Two Manhattanville Road
                           Purchase, New York 10577
                                (914) 397-1500
                     (Name, address and telephone number,
                   including area code of agent for service)
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Proposed
                                                        Maximum       Proposed
                                       Amount           Offering      Maximum       Amount of
 Title of Securities to                 to be            Price       Aggregate     Registration
     be Registered                   Registered        Per Share   Offering Price      Fee
-----------------------------------------------------------------------------------------------
Common Stock,
 Par value $1.00 per share.... 3,000,000 Shares (1)(2) $52.00 (3) $156,000,000 (3)   $28,912
-----------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------

(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus in-
    cluded in this registration statement also relates to 2,771,809 shares of
    International Paper's Common Stock, $1.00 par value, previously registered
    under International Paper's registration statement on Form S-8 (No. 33-
    61335). This registration statement constitutes Post-Effective Amendment
    No. 1 to International Paper's registration statement on Form S-8 (No. 33-
    61335). The number of shares of International Paper's Common Stock being
    registered, together with the remaining number of shares of International
    Paper's Common Stock registered under registration statement No. 33-61335
    represents the maximum number of shares of International Paper's Common
    Stock which are expected to be offered for sale.
(2) This Registration Statement also covers such additional shares of Common
    Stock as may be issuable pursuant to adjustments, as provided in Section 6
    of the International Paper Company Long-Term Incentive Compensation Plan,
    of which the Stock Option Plan is a part, for any stock dividend, split,
    reclassification or other analogous changes in capitalization or any dis-
    tribution to holders of International Paper Company stock.
(3) Estimated solely for purposes of computing the registration fee. The pro-
    posed maximum offering price per share and maximum aggregate offering
    price are based on the average high and low prices per share of Common
    Stock of International Paper on August 9, 1999, as reported in the consol-
    idated reporting system.

  The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registra-
tion statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, or until the registration statement shall
become effective on such date as the SEC, acting pursuant to said section
8(a), may determine.
PART I

  The following documents listed under this Part I and the documents incorpo-
rated by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.

ITEM 1. PLAN INFORMATION

  The information required to be provided to participants pursuant to this
Item is set forth in Company's Stock Option Plan Prospectus.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

  The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, International Paper Company, a New York
corporation (the "Registrant"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference.

     (1) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1998;

     (2) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
  Act since December 31, 1998;

     (3) The Registrant's Current Reports on Form 8-K filed January 1, 1999
  and March 9, 1999, April 13, 1999, May 13, 1999 and July 15, 1999.

     (4) The description of the Registrant's capital stock which is contained
  in the Registrant's registration statement on Form 8-A, dated July 20,
  1976, as amended.

  All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

  Certain legal matters with respect to the offering of the shares of Common
Stock registered hereby have been passed upon by James W. Guedry, Vice
President and Secretary of the Registrant. Mr. Guedry does not own a material
or significant amount of the outstanding shares of Common Stock. He
participates in the Registrant's Stock Option Plan and in its Salaried Savings
Plan, having an interest in a fund under that plan which invests in the
Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or the officer by a provision contained
in its certificate of incorporation or by-laws or by a duly authorized
resolution of its shareholders or directors or by agreement, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and material to the cause of action, or that
such director or officer personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

  Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action
other than a derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result

                                     II-1
of such action, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, in criminal actions or proceedings, in
addition, has no reasonable cause to believe that his conduct was unlawful.

  Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually
and necessarily incurred by him in connection with the defense or settlement
of such action or in connection with an appeal therein if such director or
officer acted, in good faith, for a purpose which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper.

  Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in
which the director or officer has been successful, whether on the merits or
otherwise, in defending an action. In the event that the director or officer
has not been successful or the action is settled, indemnification must be
authorized by the appropriate corporate action as set forth in Section 723.

  Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and 723 of the NYBCL contains certain other miscellaneous
provisions affecting the indemnification of directors and officers.

  Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
section, (2) directors and officers in instances in which they may be
indemnified by a corporation under such section, and (3) directors and
officers in instances in which they may not otherwise be indemnified by a
corporation under such section, provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for co-
insurance.

  Article VII of the Restated Certificate of Incorporation of the Registrant
provides in part as follows:

    "Each Director of the Corporation shall be indemnified by the
    Corporation against expenses actually and necessarily incurred
    by him in connection with the defense of any action, suit or
    proceeding in which he is made a party by reason of his being
    or having been a Director of the Corporation, except in
    relation to matters as to which he shall be adjudged in such
    action, suit or proceeding to be liable for negligence or
    misconduct in the performance of his duties as such Director,
    provided that such right of indemnification shall not be
    deemed exclusive of any other rights to which a Director of
    the Corporation may be entitled, under any by-law, agreement,
    vote of stockholders or otherwise."

  Article IX of the By-laws, as amended, of the Registrant provides as
follows:

    "The Corporation shall indemnify each Officer or Director who
    is made, or threatened to be made, a party to any action by
    reason of the fact that he or she is or was an Officer or
    Director of the Corporation, or is or was serving at the
    request of the Corporation in any capacity for the Corporation
    or any other enterprise, to the fullest extent permitted

                                     II-2
by applicable law. The Corporation may, so far as permitted by
    law, enter into an agreement to indemnify and advance expenses
    to any Officer or Director who is made, or threatened to be
    made, a party to any such action."

  The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the NYBCL as permitted by
Section 721 of the NYBCL.

  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

  Not Applicable.

ITEM 8. EXHIBITS
5.1  Opinion of James W. Guedry, Vice President and Secretary of the Registrant, regarding the legality
      of the securities being registered.
23.1  Consent of Arthur Andersen LLP, independent public accountants
23.2  Consent of James W. Guedry (included in Exhibit 5.1)
24.1  Power of Attorney
ITEM 9. REQUIRED UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:

     (i) to include any prospectus required by Section 10(a)(3) of the 1933
  Act;

     (ii) to reflect in the prospectus any facts or events arising after the
  effective date of this registration statement (or the most recent post-ef-
  fective amendment thereof) which, individually or in the aggregate, repre-
  sents a fundamental change in the information set forth in this registra-
  tion statement; and

     (iii) to include any material information with respect to the plan of
  distribution not previously disclosed in this registration statement or any
  material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information re-
quired to be included in post-effective amendment by those paragraphs is con-
tained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

    (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

                                     II-3
(b) The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the 1933 Act, each filing of the
    Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
    the Exchange Act (and, where applicable, each filing of an employee
    benefit plan's annual report pursuant to Section 15(d) of the Exchange
    Act) that is incorporated by reference in this registration statement
    shall be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the 1933 Act may
    be permitted to directors, officers and controlling persons of the
    registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the event that a
    claim for indemnification against such liabilities (other than the payment
    by the registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has been
    settled by controlling precedent, submit to a court of appropriate
    jurisdiction the question whether such indemnification by it is against
    public policy as expressed in the Act and will be governed by the final
    adjudication of such issue.

                                     II-4
SIGNATURES

  Pursuant to the requirements of the 1933 Act, the registrant has duly caused
this registration statement on form S-8 to be signed on its behalf by under-
signed, thereunto duly authorized, in the city of Purchase, State of New York,
on this 10th day of August, 1999.

                                          International Paper Company

                                            /s/ James W. Guedry
                                          By:____________________________
                                            James W. Guedry Vice President &
                                            Secretary

  Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the 10th day
of August, 1999.

              Signature                        Title

         /s/ John T. Dillon*           Director and
-------------------------------------   Chairman of the
           John T. Dillon               Board (Chief
                                        Executive Officer)

        /s/ C. Wesley Smith*           Executive Vice
-------------------------------------   President and
           C. Wesley Smith              Director

         /s/ Peter I. Bijur*           Director
-------------------------------------
           Peter I. Bijur

        /s/ Robert J. Eaton*           Director
-------------------------------------
           Robert J. Eaton

        /s/ Samir G. Gibara*           Director
-------------------------------------
           Samir G. Gibara

                                       Director
-------------------------------------
           John A. Georges

                                       Director
-------------------------------------
         James A. Henderson

        /s/ John R. Kennedy*           Director
-------------------------------------
           John R. Kennedy

                                     II-5
/s/ Robert D. Kennedy*           Director
-------------------------------------
          Robert D. Kennedy

      /s/ W. Craig McClelland*          Director
-------------------------------------
         W. Craig McClelland

       /s/ Donald F. McHenry*           Director
-------------------------------------
          Donald F. McHenry

       /s/ Patrick F. Nooman*           Director
-------------------------------------
          Patrick F. Nooman

        /s/ Jane C. Pfeiffer*           Director
-------------------------------------
          Jane C. Pfeiffer

      /s/ Jeremiah J. Sheehan*          Director
-------------------------------------
         Jeremiah J. Sheehan

      /s/ Charles R. Shoemate*          Director
-------------------------------------
         Charles R. Shoemate

         /s/ John V. Faraci*            Senior Vice
-------------------------------------    President and Chief
           John V. Faraci                Financial Officer

        /s/ Andrew R. Lessin*           Vice President and
-------------------------------------    Controller and
          Andrew R. Lessin               Chief Accounting
                                         Officer

         /s/ James W. Guedry
*By________________________________  __________________________________________

 James W. Guedry, Attorney-in-fact

                                      II-6