8-K

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                     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



                     Date of Report:  February 14, 1996


                      FEDERAL PAPER BOARD COMPANY, INC.
           (Exact Name of Registrant as Specified in its Charter)


                               NORTH CAROLINA
               (State or Other Jurisdiction of Incorporation)

                                      

       1-3838                                              22-0904830 
(Commission File Number)                    (IRS Employer Identification Number)


75 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY               07645 
(Address of Principal Executive Offices)                   (Zip Code)


                                 (201) 391-1776
            (Registrant's Telephone Number, including Area Code)
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                     INFORMATION INCLUDED IN THIS REPORT

Item 5.          OTHER EVENTS.

                 On February 14, 1996, Federal Paper Board Company, Inc. (the
"Registrant") issued a press release relating to the proposed merger between
the Registrant and a wholly owned subsidiary ("Merger Sub") of International
Paper Company ("International Paper") pursuant to the Restated and Amended
Agreement and Plan of Merger, dated as of November 6, 1995 and amended as of
February 8, 1996, among the Registrant, International Paper and Merger Sub (the
"Merger Agreement").  The Registrant announced, among other things, (a) that a
Special Meeting of its Shareholders will be held on Tuesday, March 12, 1996 to
consider a proposal to approve the Merger Agreement and (b) the expected dates
of certain events related to the proposed merger.

                 A copy of the press release issued by the Registrant on
February 14, 1996 is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference in its entirety.

Item 7.          FINANCIAL STATEMENTS AND EXHIBITS.

                 (a)      Financial Statements of Businesses Acquired.

                          NOT APPLICABLE.

                 (b)      Pro Forma Financial Information.

                          NOT APPLICABLE

                 (c)      EXHIBITS

                          99.1    Press Release issued by Federal Paper Board
                                  Company, Inc. on February 14, 1996
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                                   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 hereunto duly authorized.


                                   FEDERAL PAPER BOARD COMPANY, INC.
                                   
                                   
                                   
Date:  February 15, 1996           By:  /s/  Quentin J. Kennedy            
                                       ------------------------------------
                                   Name:  Quentin J. Kennedy
                                   Title: Director, Executive Vice President, 
                                          Treasurer and Secretary
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                               INDEX TO EXHIBITS



Exhibit
- -------
              
99.1             Press Release issued by Federal Paper Board Company, Inc. on
                 February 14, 1996

EX-99.1

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                                                                    EXHIBIT 99.1

[LOGO]                 FEDERAL PAPER BOARD COMPANY, INC.


FOR:  FEDERAL PAPER BOARD COMPANY, INC.

                                        CONTACT:
                                        Quentin J. Kennedy
                                        Executive Vice President
                                        Federal Paper Board Company, Inc.
                                        (201) 391-1776


FOR IMMEDIATE RELEASE:
Wednesday, February 14, 1996

MONTVALE, New Jersey (February 14) -- Federal Paper Board Company, Inc.
(NYSE:FBO) announced today that a Special Meeting of its Shareholders will be
held on Tuesday, March 12, 1996, to consider a proposal to approve a merger
agreement (the "Merger Agreement"), pursuant to which Federal Paper Board will
become a wholly owned subsidiary of International Paper Company
("International Paper") (NYSE:IP) (the "Merger").  Pursuant to the Merger, each
Federal Paper Board shareholder will be entitled, with respect to each share of
Federal Paper Board common stock held by such holder, to elect to receive $55
in cash or International Paper common stock valued at approximately $55, or to
indicate that such holder has no preference as to the form of consideration to
be received in the Merger, subject to the limitations and allocation procedures
set forth in the Merger Agreement.  The shareholder election to receive cash or
International Paper common stock will be subject to adjustment so that, in the
aggregate, approximately 49 percent of the Federal Paper Board common stock
will be exchanged for cash.

If the Merger Agreement is approved at the Special Meeting, the closing is also
expected to be Tuesday, March 12, 1996, and the election deadline for Federal
Paper Board shareholders to elect the form of consideration they wish to
receive in the Merger is expected to be 5:00 p.m., New York City time, on
Monday, March 11, 1996.  Assuming the closing occurs on March 12, 1996, the
valuation period for determining the number of shares of common stock of
International Paper constituting the stock consideration to be paid in the
Merger would have begun on Thursday, February 8, 1996, and would end on
Thursday, March 7, 1996.


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Federal Paper Board Company, Inc.
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Shareholders of record of Federal Paper Board common stock at the close of
business on February 7, 1996, will be entitled to vote at the Special Meeting.
A Proxy Statement/Prospectus dated February 9, 1996, was mailed to such record
holders on February 12, 1996, and a Form of Election to enable such record
holders to elect the form of consideration to be received by such record holder
in the Merger was mailed to such record holders on February 13, 1996.

Additional copies of the Form of Election and the Proxy Statement/Prospectus
will be made available to any shareholder upon request.  A request for a copy
of the Proxy Statement/Prospectus and Form of Election should be directed to
MacKenzie Partners, Inc., the Information Agent, at the following address:
MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010; or call
(212)929-5500 (call collect) or toll-free (800)322-2885.  The Form of
Election and Proxy Statement/Prospectus will be delivered by overnight mail if
requested after the close of business on Monday, February 26, 1996.

The Form of Election, together will all other required documents, must be
returned to Chemical Mellon Shareholder Services, L.L.C., the Exchange Agent,
prior to the election deadline.  The Form of Election contains instructions for
returning such documents by mail, by overnight delivery, by hand and by
facsimile transmission.

Shareholders of Federal Paper Board who become holders of common stock
following February 7, 1996, (the record date) are urged to call MacKenzie
Partners to request a Form of Election and Proxy Statement/Prospectus as soon
as possible after becoming a shareholder.



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