Exhibit 8.1


                       SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                   919 THIRD AVENUE
                                 NEW YORK 10022-3897
                                        -----
                                 TEL: (212) 735-3000
                                 FAX: (212) 735-2000



                                             September 24, 1998



International Paper Company
Two Manhattanville Road
Purchase, New York 10577

International Paper Capital Trust III
c/o International Paper Company
Two Manhattanville Road
Purchase, New York 10577

               Re:  Registration Statement on Form S-3
                    Registration No. 333-62661

Ladies and Gentlemen:

          We have acted as special tax counsel to International Paper Company, a
New York corporation (the "Company"), and International Paper Capital Trust III,
a Delaware business trust (the "Trust"), in connection with the above-captioned
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering (i) Capital Securities representing undivided beneficial interests
in the assets of the Trust and (ii) Junior Subordinated Deferrable Interest
Debentures issued by the Company to the Trust, in connection with the sale of
the Capital Securities.  All capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Prospectus Supplement for an
offering of Capital Securities.

          We hereby confirm that, although the discussion set forth under the
heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement does not purport to discuss all possible United States
federal income tax




consequences of the purchase, ownership and disposition of Capital Securities,
in our opinion, such discussion constitutes, in all material respects, a fair
and accurate summary of the purchase, ownership and disposition of Capital
Securities, based upon current law.  It is possible that contrary positions may
be taken by the Internal Revenue Service and that a court may agree with such
contrary positions.

          This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent.  We hereby consent to the use of our name under the heading
"Legal Matters" in the Prospectus Supplement and the filing of this opinion with
the Commission as Exhibit 8.1 to a Current Report on Form 8-K of the Company and
incorporated by reference as an exhibit to the Registration Statement.  In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated
thereunder.  This opinion is expressed as of the date hereof unless otherwise
expressly stated and applies only to the disclosure under the heading "Certain
United States Federal Income Tax Consequences" set forth in the Prospectus
Supplement.  We disclaim any undertaking to advise you of any subsequent changes
of the facts stated or assumed herein or any subsequent changes in applicable
law.


                                             Very Truly Yours,


                              /s/ Skadden, Arps, Slate, Meagher & Flom LLP