INTERNATIONAL PAPER CO /NEW/
8-K, 1994-10-17
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





                       October 11, 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

           A press release was issued on October 11, 1994 regarding 1994
           third-quarter unudited net earnings of $109 million or $.87 per 
           share verses 1993 third-quarter net earnings of $73 million or $.59 
           a share.



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:

           (99) Press Release, dated October 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:  October 17, 1994          /S/ SYVERT E. NERHEIM
       Purchase, NY              Syvert E. Nerheim
                                 Assistant Secretary




 
                            3 

<PAGE>


                        EXHIBIT INDEX



  99      Press Release, dated October 11, 1994 



<PAGE>
                                                           EXHIBIT 99

INTERNATIONAL [LOGO] PAPER                                 2 MANHATTANVILLE ROAD
                                                           PURCHASE, NY 10577


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

                              Michael Goodwin                 Linda Decker
                              (914) 397-1652                  (914) 397-1623



              INTERNATIONAL PAPER REPORTS THIRD-QUARTER EARNINGS
                          UP 47 PERCENT FROM YEAR AGO


For Immediate Release
- ---------------------
October 11, 1994


     PURCHASE, N.Y. -- International Paper today reported 1994
third-quarter net earnings of $109 mlllion or $.87 per share, a
47 percent increase over 1993 third-quarter net earnings of $73
million or $.59 a share (a 123 percent increase, based on last
year's reported earnings of $48 million or $.39 a share after a
special charge to revalue deferred taxes).  Net earnings for the
1994 third quarter were 24 percent higher than the 1994 second-
quarter net earnings of $87 million or $.70 per share.

     Third-quarter 1994 sales were $3.8 billion, 11 percent above
last year's third-quarter sales of $3.4 billion.

     "Our business is continuing to improve, and we believe we
will see even stronger earnings in the final quarter of the
year," said John A. Georges, chairman and chief executive
officer.  "With expanding economies in the United States, Europe
and the Pacific rim, we are experiencing greater demand and
higher prices in essentially all of our products.

     "As the worldwide economies improve, we expect demand for
paper and packaging products to grow faster than the industry's
manufacturing capacity.  Our specialty products and forest
operations should continue to generate high levels of earnings.
While 1994 will be a year of substantial improvement for
International Paper, we believe that we will see even more robust
growth in 1995."

     Overall, the third quarter's results were the best since the

second quarter of 1992.  Containerboard sales and earnings were
up sharply from year-earlier levels.  Consumer packaging earnings
also increased, due to the improving outlook in the bleached
board and liquid packaging businesses.  The forest products
business maintained a high level of profitability.  The printing

                                       2

papers sector, led by a very strong market for pulp and a sharp
recovery in Europe, returned to profitability for the first time
in two years.

     Specialty businesses' profits were lower as strong
performances by Masonite, decorative products, chemicals and
specialty industrial papers were offset by declines in the non-
wovens, imaging and petroleum businesses.

    International Paper, headquartered in Purchase, N.Y., is a
worldwide producer of printing papers, packaging and forest
products.  The company also operates specialty businesses and a
broadly-based paper distribution network.  International Paper
has manufacturing operations in 27 countries and exports its
products to more than 130 nations.

                                     # # #


                                       3

                              INTERNATIONAL PAPER
                       Summary of Consolidated Earnings
                           Preliminary and Unaudited
               (in millions except for net sales per share data)



 
                                   Three Months Ended        Nine Months Ended
                                     September 30,             September 30, 
                                   ------------------        -----------------
                                    1994        1993          1994       1993 
                                   ------      ------        ------     ------

Net Sales (In Billions)            $  3.8      $  3.4        $ 10.8     $ 10.3
                                   ------      ------        ------     ------

Earnings Before Interest
  and Income Taxes                    259         198           667        573

Interest Expense, net                  92          79           225        231
                                   ------      ------        ------     ------

Earnings Before Income Taxes          167         119           412        342

Provision for Income Taxes             58          46           144        128
                                   ------      ------        ------     ------

Net Earnings                       $  109      $   73*       $  268     $  214*
                                   ------      ------        ------     ------

Earnings Per Common Share          $ 0.87      $ 0.59*       $ 2.15     $ 1.73*
                                   ------      ------        ------     ------
                                   ------      ------        ------     ------

Average Shares Outstanding          124.8       123.4         124.6      123.1
                                   ------      ------        ------     ------
                                   ------      ------        ------     ------

* $48 million ($.39) per share) for the quarter and $189 million ($1.53 per
share) year to date after a $25 million ($.20 per share) charge to revalue
deferred tax balances.


                                       4

                              INTERNATIONAL PAPER
                           SALES BY BUSINESS SEGMENT
                           Preliminary and Unaudited
                                 (In Millions)

 
                                   Three Months Ended        Nine Months Ended
                                     September 30,             September 30, 
                                   ------------------        -----------------
                                    1994        1993          1994       1993 
                                   ------      ------        ------     ------


Printing Papers                   $ 1,135     $   995       $ 3,125    $ 2,985

Packaging                             875         775         2,455      2,320

Distribution                          890         810         2,510      2,330

Specialty Products                    650         610         1,915      1,845
 
Forest Products                       430         415         1,300      1,255 

Less: Intersegment Sales             (l88)       (160)         (466)      (462)
                                   ------      ------        ------     ------

                                  $ 3,792     $ 3,405       $10,839    $10,273
                                   ------      ------        ------     ------
                                   ------      ------        ------     ------



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