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
                                           
                                           
                                  February 12, 1997
                                           
                                           
- --------------------------------------------------------------------------------
                  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
                                     ------------
                                   (Telephone No.)



                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                WASHINGTON, D.C. 20549

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         N/A/

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         N/A

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

         N/A

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         N/A

ITEM 5.  OTHER EVENTS

         The Company's By-Laws were amended to add a new requirement to Article
         I noted as Section 7 relating to advance notification of shareholder
         proposals being made at shareholder meetings and a revision at Section
         9 of Article II to reflect a change in the advance notice provisions
         relating to share owner nominations for election of directors.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

         N/A

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements:

         N/A

         (b) Pro Forma Financial Information:

         N/A

         (c) Exhibits
         By-laws of International Paper Company as amended February 12, 1997



ITEM 8.  CHANGES IN FISCAL YEAR

         N/A





                                      Signature
                                      ---------

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:    February 12, 1997                  CAROL M. BERARDI
         Purchase, NY                       ----------------------------------
                                            Carol M. Berardi
                                            Assistant Secretary