EXHIBIT 99.4


                               Offer to Exchange
                            New 3.80% Notes due 2008
                 (Registered Under The Securities Act of 1933)
                          for Any and All Outstanding
                              3.80% Notes due 2008
                                      and
                            New 5.30% Notes due 2015
                 (Registered Under The Securities Act of 1933)
                          for Any and All Outstanding
                              5.30% Notes due 2015
                                       of
                          INTERNATIONAL PAPER COMPANY

                    To Registered Holders and The Depository
                          Trust Company Participants:

     Enclosed are the materials listed below relating to the offer by
International Paper Company, a New York corporation (the "Company"), to
exchange its New 3.80% Notes due 2008, pursuant to an offering registered under
the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 3.80% Notes due 2008, and to
exchange its New 5.30% Notes due 2015 (together with the New 3.80% Notes, the
"New Notes"), pursuant to the same offering registered under the Securities
Act, for a like principal amount of its issued and outstanding 5.30% Notes due
2015 (together with the outstanding 3.80% Notes, the "Old Notes"), upon the
terms and subject to the conditions set forth in the Company's Prospectus,
dated          , 2003, and the related Letter of Transmittal (which together
constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

     1.   Prospectus dated         , 2003;

     2.   Letter of Transmittal;

     3.   Notice of Guaranteed Delivery;

     4.   Instruction to Registered Holder and/or Book-Entry Transfer Facility
          Participant from Owner; and

     5.   Letter which may be sent to your clients for whose account you hold
          Old Notes in your name or in the name of your nominee, to accompany
          the instruction form referred to above, for obtaining such client's
          instruction with regard to the Exchange Offer.

     We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire at 5:00 p.m., New York City time, on           , 2003
unless extended.


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     The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by it are being acquired in the
ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, you will represent on behalf of such broker-dealer that the Old
Notes to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes, such broker-dealer is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Facility Participant from Owner contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Old Notes to it, except as otherwise provided in Instruction 8 of the
enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
undersigned.


                                        Very truly yours,

                                        THE BANK OF NEW YORK


NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF INTERNATIONAL PAPER COMPANY OR THE BANK OF NEW YORK OR AUTHORIZE YOU
TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH
THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.


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