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 8, 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 Registrant issued a press release today announcing a series of
         actions to improve the company's financial performance that will
         result in a $535 million pre-tax charge against 1997 second-quarter
         earnings.  These actions include divesting or closing operations that
         no longer meet the company's financial objectives. 

              The Registrant also announced that it will take an additional
         pre-tax charge of $150 million to add to its legal reserve.

              The Company issued another press release announcing that 
         Peter I. Bijur, Chairman and Chief Executive Officer of Texaco Inc. 
         was elected to the Board of Directors of International Paper Company 
         effective immediately.  

              Mr. Roger A. Smith will retire from the Board as of July 12, 1997.


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:

                        (99) Press release dated July 8, 1997,  announcing a
              pre-tax charge of $535 million; a series of actions to improve
              the company's financial performance; the closing or divesting of
              certain operations; and  an additional pre-tax charge of $150
              million to add to its legal reserve.

                        Press release dated July 8, 1997, announcing that Peter
              I. Bijur, Chairman and Chief Executive Officer of Texaco Inc. was
              elected to the Board of Directors of International Paper,
              effective immediately.

                        Mr. Roger A. Smith will retire from the Board as of 
              July 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:  July 8, 1997                         /S/ CAROL M. BERARDI        
          Purchase, NY                         ---------------------------
                                                Carol M. Berardi
                                                Assistant Secretary