FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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
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o	Form 3 Holdings Reported
o	Form 4 Transactions Reported
(Print or Type Responses)

1. Name and Address of Reporting Person* Eaton Robert J.	2. Issuer Name and Ticker or Trading Symbol International Paper Company: IP						6. Relationship of Reporting Person(s) to Issuer (Check all applicable) x Director o 10% Owner o Officer o Other (specify below) (give title below)
(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/Year 12/2002
(Street) Stamford CT 06921				5. If Amendment, Date of Original (Month/Year)			7. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)			3. Trans- action Code (Instr. 8)		Amount	(A) or (D)	Price
Common Stock								10,800	D

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 5 (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
    at End of
    Year
    (Instr. 4)

10. Owner-
      ship of
      Deriva-
      tive
      Security:
      Direct
      (D) or
      Indirect
      (I)
      (Instr. 4)

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

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Common Stock Units

1/1/02

300

Common Stock Units (CSU)

300

Common Stock Units

1/8/02

109(1)

CSU

109(1)

$41.32

Common Stock Units

2/12/02

207(1)

CSU

207(1)

$43.47

Common Stock Units

3/12/02

202(1)

CSU

202(1)

$44.63

Common Stock Units

4/9/02

220(1)

CSU

220(1)

$40.89

Common Stock Units

5/7/02

3,400

CSU

3,400

Common Stock Units

6/11/02

115(1)

CSU

115(1)

$43.33

20,123(1)(3)

(2)

Explanation of Responses:

1.	Share amounts are rounded.

2.	Securities reported relate to securities obtained and owned in connection with the Deferred Compensation Plan for Non-Employee Directors.

3.	Includes 655 units acquired through the Dividend Reinvestment feature of the Deferred Compensation Plan for Non-Employee Directors.


/s/ John E. Walendzik		January 28, 2003

** Signature of Reporting Person		Date
By: John E. Walendzik, Attorney-in-Fact for Robert J. Eaton

**		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.

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INTERNATIONAL PAPER CO /NEW/ 5