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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950117-02-000823.txt : 20020416
<SEC-HEADER>0000950117-02-000823.hdr.sgml : 20020416
ACCESSION NUMBER:		0000950117-02-000823
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020409
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020409

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERNATIONAL PAPER CO /NEW/
		CENTRAL INDEX KEY:			0000051434
		STANDARD INDUSTRIAL CLASSIFICATION:	PAPER MILLS [2621]
		IRS NUMBER:				130872805
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03157
		FILM NUMBER:		02605842

	BUSINESS ADDRESS:	
		STREET 1:		400 ATLANTIC STREET
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06921
		BUSINESS PHONE:		203-541-8000

	MAIL ADDRESS:	
		STREET 1:		400 ATLANTIC STREET
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06921

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL PAPER & POWER CORP
		DATE OF NAME CHANGE:	19710527
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a32445.txt
<DESCRIPTION>INTERNATIONAL PAPER COMPANY
<TEXT>


<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

- --------------------------------------------------------------------------------

                                  April 9, 2002
                Date of Report (Date of earliest event reported)


                           INTERNATIONAL PAPER COMPANY
                           ---------------------------
             (Exact name of Registrant as Specified in Its charter)


                                    NEW YORK
           -----------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

           1-3157                                      13-0872805
- --------------------------------------------------------------------------------
   Commission File Number                    (IRS Employer Identification No.)


       400 Atlantic Street, Stamford, Connecticut                   06921
- --------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                 (Zip Code)


                                  203-541-8000
                                  ------------
              (Registrant's Telephone Number, Including Area Code)


            ---------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




<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.

         The Audit and Finance Committee of the Board of Directors of
International Paper Company annually considers and recommends to the Board the
selection of International Paper's independent auditor. As recommended by
International Paper's Audit and Finance Committee, International Paper's Board
of Directors on April 9, 2002 decided to no longer engage Arthur Andersen LLP
("Andersen") as International Paper's independent auditor and engaged Deloitte
& Touche LLP to serve as International Paper's independent auditor for 2002.

         Andersen's reports on International Paper's consolidated financial
statements for the past two years did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. Andersen's report on International Paper's
consolidated financial statements for 2001 was issued on an unqualified basis in
conjunction with the publication of International Paper's Annual Report to
Shareowners and the filing of International Paper's Annual Report on Form 10-K.

         During International Paper's two most recent fiscal years and through
the date of this Form 8-K, there were no disagreements with Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused them to make reference to the subject matter in connection
with their report on International Paper's consolidated financial statements for
such years; and there were no reportable events, as listed in Item 304(a)(1)(v)
of Regulation S-K.

         International Paper provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated April
9, 2002, stating its agreement with such statements.




<PAGE>



         During International Paper's two most recent fiscal years and through
the date of this Form 8-K, International Paper did not consult Deloitte & Touche
LLP with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on International Paper consolidated financial statements, or
any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of
Regulation S-K.



Item 5.     OTHER EVENTS.

            N/A



Item 6.     RESIGNATIONS OF REGISTRANT'S DIRECTORS.

            N/A


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            c)  Exhibits.  The following exhibits are filed with this document.

            16  Letter from Arthur Andersen LLP to the Securities
                and Exchange Commission dated April 9, 2002

          99.1  Press Release dated April 9 , 2002
 .


Item 8.     CHANGE IN FISCAL YEAR.

            N/A


Item 9.     REGULATION FD DISCLOSURE.


            N/A




<PAGE>



                         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 hereunto duly authorized.




                                              INTERNATIONAL PAPER COMPANY
                                           ---------------------------------
                                                        (Registrant)


Dated:   April 9, 2002                     By /s/ Carol M. Samalin
                                              --------------------
Stamford, Connecticut                             Carol M. Samalin
                                                  Assistant Secretary



                         STATEMENT OF DIFFERENCES

The service mark symbol shall be expressed as.............................'sm'


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>ex16.txt
<DESCRIPTION>EXHIBIT 16
<TEXT>

<PAGE>


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
April 9, 2002


Dear Sir/Madam:

We have read the first four (4) paragraphs of Item 4 included in the Form 8-K
dated April 9, 2002, of International Paper Company, to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.

                           Very truly yours,


                            /s/ Arthur Andersen LLP
                           ------------------------
                                Arthur Andersen LLP




cc: Mr. John T. Dillon, Chairman and Chief Executive Officer
    International Paper Company



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>

[LOGO]

                                                 INTERNATIONAL PAPER PLAZA
                                                 400 ATLANTIC STREET
                                                 STAMFORD, CT 06921

News Release
CONTACTS:
    Media:            Jennifer Boardman,  203-541-8407

    Investors:        Carol Tutundgy, 203-541-8632
                      Darial Sneed, 203-541-8541


                International Paper Appoints Independent Auditor

Stamford, Conn., April 9, 2002 - International Paper Company (NYSE:IP) today
announced that its Board of Directors has appointed Deloitte & Touche LLP as the
company's independent auditor for 2002. The action was taken after a thorough
evaluation process.

"We look forward to working with Deloitte & Touche in the firm's new role as our
independent auditor," said John Dillon, International Paper's chairman and chief
executive officer.

Prior to the selection of Deloitte & Touche, Arthur Andersen LLP had served as
the company's independent auditor. "We value greatly the professional services
provided by Arthur Andersen over the years and the excellent work provided by
their International Paper team," said Dillon.

International Paper (http://www.internationalpaper.com) is the world's largest
paper and forest products company. Businesses include paper, packaging, and
forest products. As one of the largest private forest landowners in the world,
the company manages its forests under the principles of the Sustainable Forestry
Initiative (SFI'sm') program, a system that ensures the perpetual planting,
growing and harvesting of trees while protecting wildlife, plants, soil, air and
water quality. Headquartered in the United States, at Stamford, Conn.,
International Paper has operations in nearly 50 countries and exports its
products to more than 130 nations.

                                      # # #


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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