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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. 4)*
International Paper Company
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(Name of Issuer)
Common Stock
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(Title Of Class of Securities)
460146103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A
fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP NO. 460146103 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) _
(b) _
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
None
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 31,422,214
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
None
8 SHARED DISPOSITIVE POWER
31,422,214
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,422,214
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
Item 1 (a) Name of Issuer:
International Paper Company (the "Company")
Item 1 (b) Address of Issuer's Principal Executive Offices:
Two Manhattanville Road
Purchase, New York 10577
Item 2 (a) Names of Person Filing:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
See Cover Page
Item 2 (e) CUSIP Number:
See Cover Page
Item 3
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is a
broker-dealer registered under Section 15 of the Act. MLPF&S is a sponsor
of various unit investment trusts ("UITs") which invest in equity
securities of the Company. The UITs have the right to receive, or the
power to direct the receipt of dividends from or the proceeds from the sale
of, the securities reported herein.
Item 4 Ownership
(a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant
to Section 240.13d-4, MLPF&S (the "Reporting Person") disclaims beneficial
ownership of the securities of the Company referred to herein, and the
filing of this Schedule 13G shall not be construed as an admission that the
Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of any securities of the Company covered by this
statement, other than certain securities of the Company held in MLPF&S
proprietary accounts.
Page 3 of 5 Pages
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
MLPF&S is a sponsor of various UITs which invest in equity securities
as defined in Section 240.13d-1(d). While the UITs have the right to
receive, or the power to direct the receipt of dividends from or the
proceeds from the sale of, the securities reported herein, no single UIT's
interest relates to more than 5% of the class of securities reported
herein.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable
Page 4 of 5 Pages
Item 10 Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: October 8, 1998
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ Andrea Lowenthal
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Name: Andrea Lowenthal
Title: Attorney-in-fact(*)
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(*) Signed pursuant to a power of attorney, dated November 17, 1995,
included as Exhibit C to Schedule 13G filed with the Securities and
Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February
14, 1995 with respect to Woolworth Corporation.
Page 5 of 5 Pages
