Prospectus Supplement No. 2 to Prospectus dated January 16, 2002

                                                                 Filed pursuant
                                                              to Rule 424(b)(3)
                                                             File No. 333-69082

                          INTERNATIONAL PAPER COMPANY
                        Principal Amount at Maturity of
               Zero Coupon Convertible Senior Debentures due 2021
                 Common Stock Issuable Upon Conversion Thereof

     This prospectus supplement relates to the resale by the holders listed
below of Zero Coupon Convertible Senior Debentures due 2021 of International
Paper Company and the shares of our common stock issuable upon the conversion
of the debentures.

     You should read this prospectus supplement together with the prospectus
dated January 16, 2002, which is to be delivered with this prospectus

     The table below sets forth additional and updated information concerning
beneficial ownership of the debentures, and supplements and, to the extent
inconsistent with, amends the table appearing under the caption "Selling
Securityholders" beginning on page 35 of the prospectus. To the extent that a
selling securityholder is listed both in the table below and in the table
appearing in the prospectus, the information set forth below regarding that
selling securityholder supercedes the information set forth in the prospectus.
In addition, the information set forth below regarding all other holders of
debentures or future transferees, pledgees, donees, assignees or successors of
any holders supercedes the information regarding such other holders appearing
on page 37 of the prospectus. We have prepared this table based on information
given to us by the selling securityholders listed below prior to the date

                                                        Principal Amount                           of Shares
                                                         at Maturity of                            of Common        Percentage
                                                           Debentures           Percentage           Stock          of Common
                                                       Beneficially Owned      of Debentures      That May be         Stock
Name of Selling Securityholder                          That May be Sold        Outstanding         Sold(1)        Outstanding(2)
------------------------------                        ---------------------   ---------------    -------------     --------------
Bankers Trust Company as trustee for
   DaimlerChrysler Corp. Emp #1 Pension Plan                 9,075,000                *              86,313.23          *
CitiSAM Fund Ltd.                                            3,800,000                *              36,142.18          *
Credit Suisse First Boston Corp.                             5,000,000                *              47,555.50          *
Frankin and Marshall College                                   525,000                *               4,993.33          *
IMF Convertible Fund                                           600,000                *               5,706.66          *
Investcorp-SAM Fund Ltd.                                     3,400,000                *              32,337.74          *
Rhapsody Fund, LP                                            5,900,000                *              56,115.49          *
State Street Bank as custodian for GE Pension Trust          4,200,000                *              39,946.62          *
All other holders of debentures or future
   transferees, pledgees, donees, assignees or
   successors of any of those holders(3)(4).               191,111,000              9.08%         1,817,675.33        0.38%
                                                       ---------------            ------         -------------        ----
Total.......................................           $ 2,105,000,000            100.00%        20,020,865.00        4.15%

* Less than one percent (1%)

(1)  Assumes conversion of all of the holder's debentures at a conversion rate
     of 9.5111 shares of common stock per $1,000 principal amount at maturity
     of the debentures. This conversion rate is subject to adjustment, however,
     as described under "Description of Debentures--Conversion
     Rights--Adjustments to Conversion Rate" beginning on page 22 of the
     prospectus. As a result, the number of shares of common stock issuable
     upon conversion of the debentures may increase or decrease in the future.

(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 481,958,088
     shares of common stock outstanding as of September 30, 2001. In
     calculating this amount, we treated as outstanding the number of shares of
     common stock issuable upon conversion of all of that particular holder's
     debentures. However, we did not assume the conversion of any other
     holder's debentures.

(3)  Information concerning other selling holders of debentures or underlying
     common stock will be set forth in prospectus supplements from time to
     time, if required.

(4)  Assumes that any other holders of debentures, or any future transferees,
     pledgees, donees or successors of or from any such other holders of
     debentures do not beneficially own any common stock other than the common
     stock issuable upon conversion of the debentures at the initial conversion


     You should carefully consider the matters discussed under the caption
"Risk Factors" starting on page 11 of the Prospectus.


     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.


          The date of this Prospectus Supplement is February 22, 2002.