EXHIBIT 24


                               POWER OF ATTORNEY



Know All Men By These Presents, that the undersigned hereby constitutes 

and appoints JAMES W. GUEDRY and JAMES P. MELICAN, and each of them (with full 

power to each of them to act alone) their true and lawful attorneys-in-fact

and agents, with full power of substitution and resubstitution, for them

on their behalf and in their name, place and stead, in any and all

capacities, to sign, execute and affix their seal thereto and file, on

behalf of International Paper Company, any and all Form S-8 Registration

Statements, under the Securities Act of 1933, as amended, together with any 

and all amendments (including post-effective amendments) to such Form S-8 

Registration Statements or on such other form or forms as prescribed by the

Securities and Exchange Commission, and to file the same, with all

exhibits and other documents in connection therewith, with the Securities

and Exchange Commission, granting unto said attorneys-in-fact, and each of

them, full power and authority to do and perform each and every act and

thing requisite and necessary to be done in and about the premises in

order to effectuate the same, for all intents and purposes, and that the 

undersigned hereby ratify and confirm all that said attorneys-in-fact and

agents, or any of them, may lawfully do or cause to be done by virtue

hereof. 



Executed on the27th day of July, 1995 by the following persons in the
capacities indicated.





Name                                               Title
- ----                                               -----



/s/ John T. Dillon                          Executive Vice
- -------------------------                   President and Director
(John T. Dillon)                        



/s/ Willard C. Butcher                      Director 
- -------------------------
(Willard C. Butcher)



/s/ Robert J. Eaton                         Director 
- -------------------------
(Robert J. Eaton)



/s/ Stanley C. Gault                        Director 
- -------------------------
(Stanley C. Gault)



/s/ Thomas C. Graham                        Director 
- -------------------------
(Thomas C. Graham)



/s/ Arthur G. Hansen                        Director 
- -------------------------
(Arthur G. Hansen)



/s/ Donald F. McHenry                       Director 
- -------------------------
(Donald F. McHenry)



/s/ Patrick F. Noonan                       Director 
- -------------------------
(Patrick F. Noonan)


Name                                               Title

- ----                                               -----


/s/ Jane C. Pfeiffer                        Director 
- -------------------------
(Jane C. Pfeiffer)



/s/ Edmund T. Pratt, Jr.                    Director 
- -------------------------
(Edmund T. Pratt, Jr.)



/s/ Charles R. Shoemate                     Director 
- -------------------------
(Charles R. Shoemate)



/s/ Roger B. Smith                          Director 
- -------------------------
(Roger B. Smith)