INTERNATIONAL PAPER CO /NEW/
8-K, 1994-02-09
PAPERBOARD MILLS
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                   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




                             February 9, 1994
            -----------------------------------------------------
              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.)



<PAGE>

                        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

                On January 11, 1994, the registrant announced 
                unaudited 1993 year-end and fourth quarter
                earnings. A copy of the announcement is annexed
                as Exhibit 28.

     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



                                 -2-
<PAGE>


                (c) Exhibits:

                    (28)  Press Release, dated January 11, 1994.

     ITEM 8     CHANGES IN FISCAL YEAR

                N/A




                              Signatures
                              ----------

     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:  February 9, 1994                /s/ SYVERT E. NERHEIM
       Purchase, NY                    ----------------------
                                         Syvert E. Nerheim
                                         Assistant Secretary


















                                 -3-



                                                           NEWS
INTERNATIONAL PAPER                                        RELEASE
- ------------------------------------------------------------------
Two Manhattanville Road
Purchase, New York 10577


             Media Contact:      Analyst Contact:
             -------------       ---------------
             Carl Gagliardi      Carol Tutundgy
             (914) 397-1666      (914) 397-1632

                                 Linda Decker
                                 (914) 397-1623


                INTERNATIONAL PAPER REPORTS IMPROVED 
                     1993 FOURTH-QUARTER RESULTS


For Immediate Release
- ---------------------
Tuesday, January 11, 1994

 
        PURCHASE, N.Y. - International Paper today reported l993
fourth-quarter earnings above the l992 fourth-quarter as well as
above the prior three quarters of l993.  

     Net earnings in the l993 fourth-quarter were $100 million or
$.8l per share, l5 percent above the l992 fourth-quarter earnings
before special charges of $87 million or $.7l per share.

     Fourth-quarter sales in l993 were $3.4 billion, level with
sales of the same period a year earlier.

	   John A. Georges, chairman and chief executive officer, said, 
"The improved earnings in the fourth-quarter are the result of
strong performances of our forest products and specialty products
businesses, and productivity improvements throughout the company. 
Our results continue to be negatively impacted, however, by weak
worldwide price levels in most printing paper and packaging
products."

     Excluding special items in both full years, l993 earnings were
$3l4 million or $2.54 per share compared to l992 earnings of $405
million or $3.34 per share.  Sales in l993 were $l3.7 billion, even
with l992 sales.

     The printing papers business showed slight improvement in the
fourth-quarter over the third, despite continuing weak pulp and
paper prices and soft demand in Europe.

     Packaging results in the quarter were essentially flat
compared to the third-quarter, however export markets showed a
slight upturn.  

<PAGE>
                             -2-

     International Paper, headquartered in Purchase, NY, is a
worldwide producer of printing and writing papers, paperboard and
packaging products and wood products.  The company also operates
specialty products businesses and distributes paper and wood
products.  International Paper has manufacturing operations in 26
countries and exports its products to more than l30 nations.

                           #  #  #

<PAGE>

               International Paper and Consolidated Subsidiaries
                         Summary of Consolidated Earnings
                             Preliminary and Unaudited
              (In millions except for net sales and per share data)


                               Three Months            Twelve Months 
                              Ended Dec. 31,           Ended Dec. 31,
                              --------------           --------------
                            1993          1992      1993          1992
                            ----          ----      ----          ----

Net sales (in billions)    $ 3.4         $ 3.4    $ 13.7        $ 13.6
                            ----          ----      ----          ----
Earnings (loss) before 
 interest, income taxes,
 extraordinary item and 
 cumulative effect of 
 accounting change           237          (210)(b)   810           453(b)
Interest expense, net         79            67       310           247
                            ----          ----      ----          ----
Earnings (loss) before 
 income taxes, extraordinary 
 item and cumulative effect
 of account change           158          (277)(b)   500           206(b)
Income tax provision (benefit)
 (the 1993 full-year provision
 includes $25 million for the 
 increase in the federal income
 tax rate)                    58          (101)      211            64
                            ----          ----      ----          ----
Earnings (loss) before
 extraordinary item and 
 cumulative effect of
 accounting change           100          (176)(b)   289(a)        142(b)
Extraordinary item - loss
 on extinguishment of
 debt (net of income 
 tax benefit)                                                       (6)
Cumulative effect of
 change in accounting
 for income taxes                                                  (50)
Net earnings (loss)        $ 100        $ (176)(b) $ 289(a)      $  86(b)
                            ====          ====      ====          ====
Earnings (loss) per 
 common share 
  Earnings (loss) before
  extraordinary item and 
  cumulative effect of 
  accounting change       $ 0.81        $ (1.46)(b) $ 2.34(a)    $  1.17(b)
Extraordinary item - 
 loss on extinguishment
 of debt                                                           (0.05)
Cumulative effect of 
 change in accounting
 for income taxes                                                  (0.41)
                             ----          ----      ----          ----
Earnings (loss) per
 common share             $ 0.81        $ (1.46)(b) $ 2.34(a)     $ 0.71(b)
                            ====           ====       ====          ====
Average shares 
 outstanding               123.6          122.4      123.2         121.4
                           =====          =====      =====         =====

(a) Net earnings were $314 million ($2.54 per share) for the year ended 
Dec. 31, 1993, before the $25 million (20 cents per share) charge to 
revalue deferred tax balances resulting from the increase in the U.S. 
statutory federal income taxe rate.
	   
(b) Includes a $398 million pre-tax productivity improvement charge 
($263 million after taxes or $2.17 per share).

<PAGE>
International Paper
Sales by Business Segment
Preliminary and Unaudited
(in millions)

                         Three Months Ended        Twelve Months Ended     
                              Dec. 31                    Dec. 31
                         1993         1992         1993         1992
                         ----         ----         ----         ----

Printing Papers       $   920       $  995      $  3,905     $  4,040
Packaging(a)              775          795         3,095        3,245 
Distribution              810          735         3,140        2,980
Specialty products(a)     615          620         2,460        2,460  
Forest products(a)        445          370         1,700        1,410
Less: intersegment sales (153)        (137)         (615)        (537)
                         -----        -----        ------       ------
                      $ 3,412       $ 3,378     $ 13,685     $ 13,598
                        =====         =====       ======       ======

(a) Business segment sales have been restated to reclassify certain 
operations from Packaging and Forest Products to Specialty Products.  
As a result, Specialty Products sales were increased by $445 million in 
1993 and $400 million in 1992, Packaging sales were reduced by $410 
million in 1993 and $390 million in 1992, and Forest Products sales 
were reduced by $35 million in 1993 and $10 million in 1992.






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