FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
x	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).		OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.......................0.5
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(Print or Type Responses)

1. Name and Address of Reporting Person* Kennedy John R.	2. Issuer Name and Ticker or Trading Symbol International Paper Company: IP						6. Relationship of Reporting Person(s) to Issuer (Check all applicable) o Director o 10% Owner o Officer x Other (specify below) (give title below) Former Director
1. Name and Address of Reporting Person* Oskin David W.	2. Issuer Name and Ticker or Trading Symbol International Paper Company: IP						6. Relationship of Reporting Person(s) to Issuer (Check all applicable) o Director o 10% Owner x Officer o Other (specify below) (give title below) Executive Vice President
(Last) (First) (Middle) c/o International Paper Company 400 Atlantic Street	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)			4. Statement for Month/Day/Year 1/1014/03
(Street) Stamford CT 06921				5. If Amendment, Date of Original (Month/Day/Year)			7. Individual or Joint/Group Filing (Check Applicable Line) x Form filed by One Reporting Person o Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/ Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Owner- ship (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	~~1/10/03~~		S		~~8,850~~	D	~~$36.50~~	1143,~~250~~890(1)	D
Common Stock								4,985(1)(2)(3)	I	By SSP
Common Stock								266	I	By Spouse

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.
*		If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Deri- vative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Deriv- ative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Deriv- ative Security (Instr. 5)

9. Number of Deriv- ative Securities Bene- ficially Owned Following Reported Trans- action(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Benefi- cial Owner- ship (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock

1/14/03

15(1)

Common Stock

15(1)

$38.23

211(1)(2)

DCSP

Explanation of Responses:

/s/ John E. Walendzik		January 14, 2003
** Signature of Reporting Person		Date
By: John E. Walendzik, Attorney-in-Fact for John R. Kennedy

1.	Share numbers are rounded.

Investments in the SSP (International Paper Salaried Savings Plan) and DCSP (International Paper Deferred Compensation Savings Plan) are in a unitized fund of shares and cash. The investment in the DCSP operates similar to the SSP company stock fund, and the number of units will vary as the price of the Issuer’s common stock varies.

3.	Between January 1, 2002 and December 31, 2002, the reporting person acquired 42 shares of International Paper common stock under the SSP. The information in this report is based on a plan statement dated as of December 31, 2002.


/s/ John E. Walendzik		January 16, 2003

** Signature of Reporting Person		Date
By: John E. Walendzik, Attorney-in-Fact for David W. Oskin

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Page 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, JOHN R. KENNEDY, a former director of International Paper Company ("International Paper"), have made, constituted and appointed, and by these presents do make, constitute and appoint, each of the persons, or any of them, named by International Paper as SEC Coordinating Officer and Assistant SEC Coordinating Officer, as such persons are designated and certified by the Secretary or Assistant Secretary of International Paper as such and copy of whose signatures is included in said certification, as my true and lawful attorney for the purpose of executing, delivering, recording, filing, electronically or otherwise, attesting, or otherwise acting with regards to Forms 3, 4 and 5, or any other forms, amendments or documents described in or relating to the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, giving and granting unto said attorney, the full power and authority to do and perform each and every act and thing whatsoever requisite and appropriate in connection with the power of attorney.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of January, 2003.

/s/ John R. KennedyJOHN R. KENNEDY

ACKNOWLEDGEMENT

STATE OF New Jersey ) ) ss: COUNTY OF Bergen )

On this 2nd day of January, 2003, before me personally came John R. Kennedy, to me known to be the individual described in and who executed the foregoing instrument and acknowledged that he executed the same.

/s/ Mary Ann PenqueNotary Public

Mary Ann Penque Notary Public of New Jersey My Commission Expires April 7, 2004

INTERNATIONAL PAPER COMPANYSECRETARY'S CERTIFICATE

I, Barbara L. Smithers, duly elected Corporate Secretary of International Paper Company, a New York corporation, do hereby certify that the following persons have been designated by me as SEC Coordinating Officer and Assistant Coordinating Officers to act as true and lawful attorneys for the purpose of executing, delivering, recording, filing, electronically or otherwise, attesting or otherwise acting with regards to Forms 3, 4 and 5, or any other forms, amendments or documents described in or relating to the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended:

SEC Coordinating Officer:

John Walendzik /s/ John Walendzik

Assistant SEC Coordinating Officers:

Rebecca Bouldien /s/ Rebecca Bouldien

Carol M. Samalin /s/ Carol M. Samalin

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 9th day of October, 2002.

/s/ Barbara L. Smithers

Barbara L. SmithersVice President and Corporate Secretary

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