PROSPECTUS SUPPLEMENT NO. 2
     (TO PROSPECTUS DATED NOVEMBER 14, 1995)

                 9,000,000 Convertible Preferred Securities
                     INTERNATIONAL PAPER CAPITAL TRUST
                    5 1/4% Convertible Preferred Securities
      (liquidation preference $50 per Convertible Preferred Security)
          guaranteed to the extent set forth in the Prospectus by,
                     and convertible into Common Stock of,
                          INTERNATIONAL PAPER COMPANY

     This Prospectus Supplement No. 2 supplements and amends the
     Prospectus dated November 14, 1995 (the "Prospectus") relating to
     the 9,000,000 5 1/4% Convertible Preferred Securities (the
     "Convertible Preferred Securities"), liquidation preference $50
     per Convertible Preferred Security, which represent undivided
     beneficial ownership interests in the assets of the International
     Paper Capital Trust, a statutory business trust formed under the
     laws of the State of Delaware (the "Trust" or the "Issuer"), and
     the shares of the common stock, par value $1.00 per share, and
     the accompanying common stock purchase rights as described in the
     Prospectus ("International Paper Common Stock") of International
     Paper Company, a New York corporation ("International Paper" or
     the "Company"), issuable upon conversion of the Convertible
     Preferred Securities.

     The table on pages 46 and 47 of the Prospectus, which sets forth
     information with respect to the Selling Holders (as defined in
     the Prospectus) and the respective number of Convertible
     Preferred Securities beneficially owned by each Selling Holder
     that may be offered pursuant to the Prospectus (as supplemented
     and amended), is hereby amended by the deletion of item 64 and
     the "Total" line of that table and the substitution therefor of
     the following:

          Selling Holder                         Number of Convertible
                                                  Preferred Securities
     "64. Fidelity Devonshire Trust: 
          Fidelity Equity-Income Fund . . . . .           302,600

     65.  Fidelity Management Trust Company 
          on behalf of accounts managed by it .            58,100

     66.  The Northwestern Mutual Life 
          Insurance Company . . . . . . . . . .           400,000*

     67.  Landesbank Schleswig-Holstein 
          International S.A.  . . . . . . . . .            70,000

     68.  Any other holder of Convertible 
          Preferred Securities or future 
          transferee from any such holder . . .         5,745,100

          Total   . . . . . . . . . . . . . . .         9,000,000
     --------------------
     * Includes 40,000 Convertible Preferred Securities held in The
     Northwestern Mutual Life Insurance Company Group Annuity Separate
     Account."

     PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
     UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5 OF THE
     PROSPECTUS.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
     STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
     OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
     CRIMINAL OFFENSE.

     The date of this Prospectus Supplement No. 2 is June 26, 1997.