Pricing Supplement No. 3                                For SEC Filing Purposes:
Dated:  May 10, 1994                                  Filed Under Rule 424(b)(2)
To Prospectus dated April 13, 1994                    Registration Nos. 33-52945
Prospectus Supplement dated May 2, 1994                                 33-48167


                           Principal Amount $3,000,000

                           International Paper Company

                           MEDIUM-TERM NOTES, SERIES E

                     Due 9 Months or More from Date of Issue

Date of Issue:  May 17, 1994           Spread: N/A
                                       Spread Multiplier: N/A
Maturity Date:  May 18, 2009           Maximum Interest Rate, if any: N/A
                                       Minimum Interest Rate, if any: N/A
____ Zero-Coupon Note                  Interest Calculation Dates: N/A
__X_ Fixed Rate Note                   Calculation Agent: N/A
      Regular Record Dates:
       Each March 15 and September 15  Put Right Termination Date if Other Than
       Interest Payment Dates:           Maturity Date (N/A If Put Right Not
         Each April 1 and October 1      Available): N/A
____ CD Rate Note                      Repurchase Price (If Other Than 100% of
____ Commercial Paper Rate Note          Principal Amount): N/A
____ Federal Funds Rate Note           Redemption Date: N/A
____ LIBOR Note                        Redemption Premium: N/A
____ Prime Rate Note                   Premium Reduction Amount: N/A
____ Treasury Rate Note
Currency or Currency Units: U.S.
  Dollars
Issue Price (As a Percentage of        Original Issue Discount Security: N/A
  Principal Amount):100.00%              ____ For Federal Income Tax Purposes
Interest Rate/Initial Interest           ____ Subject to Special Provisions
  Rate: 8.10%                          Issue Date for Calculating OID: N/A
Interest Payment Dates:                Original Issue Discount: N/A
Interest Reset Dates: N/A              Original Issue Discount
Interest Payment Period: N/A             Applicable to Short Accrual Period:
Interest Rate Reset Period: N/A          Computed under (exact___)
Interest Determination Dates: N/A        (approximate___) method
                                       Yield to Maturity: N/A
                                       Default Rate (only applicable if OID
Index Maturity: N/A                      Security): N/A
                                       Amortized Face Amount: N/A
Redemption Price: No redemption
                  prior to maturity


The Redemption Price shall initially be 100% of the principal amount of this
Security plus the Redemption Premium, if any, and shall decline at each anniver-
sary of the Redemption Date by the annual Premium Reduction Amount, if any,
until the Redemption Price is 100% of such principal amount; provided, however,
that if this Security is an Original Issue Discount Security subject to Special
Provisions, the Redemption Price shall be the Amortized Face Amount plus the
Redemption Premium, if any, which shall decline at each anniversary of the
Redemption Date by the annual Premium Reduction Amount until the Redemption
Price equals the Amortized Face Amount.

Other Terms:                 CUSIP #46014H BR9
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                             KIDDER, PEABODY & CO.
                                     INCORPORATED