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
May 31, 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 May 31, 1996, International Paper Company
(the "Company") entered into an Underwriting
Agreement with CS First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorpo-
rated, J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated in connection with
the proposed issuance and sale of $250,000,000
aggregate principal amount of the Company's 7%
Notes Due 2001.
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 May
31, 1996, among the Company and CS
First Boston Corporation, Merrill
Lynch, Pierce, Fenner & Smith In-
corporated, J.P. Morgan Securities
Inc. and Morgan Stanley & Co. In-
corporated, which incorporates in
its entirety all the provisions of
the International 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.
23(a) Consent of Deloitte & Touche LLP
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: June 3, 1996 /s/ Syvert E. Nerheim
Purchase, NY Syvert E. Nerheim
Assistant Secretary
EXHIBIT INDEX
Page
1(a) Underwriting Agreement, dated May 31, 1996, among
the Company and CS First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporat-
ed, J.P. Morgan & Co. Incorporated and Morgan
Stanley & Co. Incorporated, which incorporates in
its entirety all the provisions of the Interna-
tional Paper Company Underwriting Agreement Stan-
dard 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.
23(a) Consent of Deloitte & Touche LLP