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

                                January 22, 2002
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                Date of Report (Date of earliest event reported)

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


                                    NEW YORK
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                 (State or Other Jurisdiction of Incorporation)

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



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


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




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












                       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 DIRECTORS.

        N/A

Item 5. OTHER EVENTS.


The company today reported fourth-quarter earnings of $58 million ($0.12 per
share), compared with $145 million ($0.28 per share) in the fourth quarter 2000
and $68 million ($0.14 per share) in the third quarter 2001. All figures are
before special and extraordinary items.

For the year 2001, International Paper reported earnings of $214 million ($0.44
per share) before special and extraordinary items, compared with 2000 full year
net earnings of $969 million ($2.16 per share) before special and extraordinary
items.

Fourth quarter net sales were $6.3 billion compared with $7.2 billion for the
same period in 2000 and $6.5 billion in the third quarter of 2001. Sales for the
year 2001 were $26.4 billion compared to 2000 annual sales of $28.2 billion.

After special items, International Paper reported a 2001 fourth-quarter net loss
of $572 million ($1.19 per share), compared with a net loss of $371 million
($0.85 per share) in the 2000 fourth quarter after special and extraordinary
items. In the third quarter of 2001, the company reported a net loss of $275
million ($0.57 per share) after special items.

Special items in the 2001 fourth quarter totaled a loss of $745 million ($630
million after taxes, or $1.31 per share), including charges for asset shutdowns
of excess internal












capacity and cost reduction actions, losses related to dispositions and asset
impairments of businesses held for sale, and a credit for the reversal of
reserves no longer required.

In the fourth quarter of 2000, special and extraordinary items netted to a loss
of $762 million ($516 million after tax, or $1.13 per share). This included
special charges for asset shutdowns of excess internal capacity and cost
reduction actions, merger integration costs related to the Champion acquisition,
and a credit for the reversal of reserves no longer required as well as a net
extraordinary loss related to dispositions and asset impairments of businesses
held for sale. Third-quarter 2001 special items of $434 million ($343 million
after taxes, or $0.71 per share) included charges for asset shutdowns of excess
internal capacity and cost reduction actions, an increase in litigation related
reserves, and a net loss related to dispositions and asset impairments of
businesses held for sale.

After special and extraordinary items, International Paper reported a 2001 net
loss of $1.2 billion ($2.50 per share). Net earnings for 2000 after special and
extraordinary items were $142 million ($0.32 per share).




Item 6.       RESIGNATIONS OF REGISTRANT'S DIRECTORS.

              N/A


Item 7.       FINANCIAL STATEMENTS AND EXHIBITS.

              (99.1) Press release issued by International Paper dated
              January 22, 2002 announcing fourth-quarter earnings.


Item 8.       CHANGE IN FISCAL YEAR.

              N/A


Item 9.       REGULATION FD DISCLOSURE.


              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 hereunto duly authorized.




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


Dated:   January 22, 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'