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

                                 March 24, 2000


             -------------------------------------------------------
                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 the acquisition of
                  Shorewood Packaging is closer to completion with the statutory
                  waiting period prescribed by the Canadian Competition Act
                  having expired on March 23, 2000. The Canadian Competition
                  Bureau has advised International Paper that it does not intend
                  to initiate proceedings before the Competition Tribunal
                  regarding the deal.

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 March 24, 2000.




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:     March 27, 2000          /s/ CAROL M. SAMALIN
          Purchase, NY            --------------------
                                  Carol M. Samalin
                                  Assistant Secretary

EX-99

[GRAPHIC OMITTED]

                                                         2 MANHATTANVILLE ROAD
                                                         PURCHASE, NY 10577-2196

NEWS RELEASE

MEDIA CONTACT: Jack Cox, 914-397-1952

ANALYST CONTACTS: Carol Tutundgy, 914-397-1632; Rochelle Weitzner, 914-397-1623

   CANADIAN COMPETITION BUREAU CLEARS WAY FOR SHOREWOOD PACKAGING ACQUISITION

MARCH 24, 2000

PURCHASE, N.Y. -- International Paper's (NYSE:IP) announced acquisition of
Shorewood Packaging (NYSE: SWD) is one step closer to completion. The statutory
waiting period prescribed by the Canadian Competition Act expired on March 23,
2000 and the Canadian Competition Bureau has advised International Paper that it
does not intend to initiate proceedings before the Competition Tribunal
regarding the deal.

On March 10, the U.S. Department of Justice concluded its Hart-Scott-Rodino
review of the acquisition. International Paper launched a tender offer on
February 29 for all shares of Shorewood stock at $21 per share, or approximately
$600 million. Unless extended, the tender offer will expire at midnight on March
27. International Paper would also assume approximately $275 million in
Shorewood debt. The Boards of Directors of both companies have unanimously
approved the transaction.

Shorewood Packaging Corporation is a leading value-added provider of high
quality printing and paperboard packaging for the computer software, cosmetics
and toiletries, food, home video, music, tobacco and general consumer markets in
North America and China, with 16 plants in the United States, Canada and China.

International Paper (www.internationalpaper.com) is the world's largest paper
and forest products company. Businesses include printing papers, packaging,
building materials, chemical products and distribution. As the largest private
landowner in the U.S., the company manages its forests under the principles of
the Sustainable Forestry Initiative (SFI-SM-) program, a system that ensures the
perpetual growing and harvesting of trees while protecting wildlife, plants,
soil, air and water quality. Headquartered in the United States at Purchase,
N.Y., International Paper has operations in nearly 50 countries, employs nearly
100,000 people and exports its products to more than 130 nations.

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