8-K

                      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

                                April 21, 1995
               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 announced that, through its New Zealand-based
              subsidiary, it now owns or has purchased in the open market and
              through a private transaction more than 50% of the ordinary
              shares of Carter Holt Harvey Limited, a New Zealand-based forest
              products company.

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

                                       2

              (c) Exhibits:

              (99) Press release, dated April 21, 1995, announcing that the
                   Company had acquired over 50% of the ordinary shares of
                   Carter Holt Harvey Limited.

ITEM 8.       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:  April 21, 1995                     /s/ SYVERT E. NERHEIM
       Purchase, NY                       -----------------------------
                                          Syvert E. Nerheim
                                          Assistant Secretary

                                       3

                                 EXHIBIT INDEX

Exhibit No.               Exhibit Description
- -----------               -------------------

   99                     Press release, dated April 21, 1995, announcing that
                           the Company had acquired over 50% of the ordinary
                           shares of Carter Holt Harvey Limited.

EX-99

INTERNATIONAL PAPER                                    2 MANHATTANVILLE ROAD
                                                       PURCHASE, NY 10577
News Release

   Media Contact                              Analyst Contact
   Carl Gagliardi                             Carol Tutundgy
   (914) 397-1666                             (914) 397-1632
   Michelle Sawatka
   (914) 397-1652

April 21, 1995

     PURCHASE, N.Y. -- International Paper confirmed today that, through its New
Zealand-based subisidary, it now owns or has purchased more than 50 percent of
the shares of stock in Carter Holt Harvey (CHH), a New Zealand-based forest
products company.  Accordingly, the company announced that it was ending its
"stand in the market."

     International Paper originally bought 16 percent of CHH's stock four years
ago in a joint-venture partnership with Brierley Investments Limited (BIL).  In
March, 1994, it bought about half of BIL's 16 percent interest in CHH.  BIL sold
its shares of CHH stock to International Paper on April 12, 1995 bringing
International Paper's ownership of CHH stock to 31.3 percent.  The remaining
325.8 million shares of CHH stock were acquired by International Paper through a
"stand in the market" for NZ $1.238 billion (U.S. $831.4 million) or NZ $3.80 a
share.

     International Paper, headquartered in Purchase, N.Y., is a worldwide
producer of printing papers, packaging and forest products.  The company also
operates specialty businesses and a broadly-based paper distribution network. 
International Paper has manufacturing operations in 28 countries and exports its
products to more than 130 nations.

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