INTERNATIONAL PAPER CO /NEW/ — Director's Dealing 2003

Apr 30, 2003

4 1 amen_form4.htm Form 4

FORM 4		OMB APPROVAL
o	Check
this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).	OMB
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| 1. Name and Address of Reporting Person* Amen Robert M. | 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 4/28/03 | | | | | |
| (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 | | |

| 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. | |

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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)	3. Trans- action Date (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	4/28/03	A		14(1)				Common Stock	14(1)	$35.75	10,081(1)(2)	I	DCSP

Explanation of Responses:

MARKER FORMAT-SHEET="Para Hang"

1. Share numbers are rounded.

MARKER FORMAT-SHEET="Para Hang"

1. 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.

/s/ Rebecca Bouldien	April 30, 2003
** Signature of Reporting Person	Date
By: Rebecca Bouldien, Attorney-in-Fact for Robert M. Amen

| ** | 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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