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Pricing Supplement No. 2 For SEC Filing Purposes:
Dated: May 10, 1994 Filed Under Rule 424(b)(2)
To Prospectus dated April 13, 1994 Registration No. 33-52945
Prospectus Supplement dated May 2, 1994 33-48167
Principal Amount $7,000,000
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): 99.762% ____ 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: N/A
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 BQ1
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KIDDER, PEABODY & CO.
INCORPORATED
