BY-LAWS

                                       OF

                          INTERNATIONAL PAPER COMPANY





                            ------------------------





                          AS AMENDED FEBRUARY 13, 2001





                            ------------------------







                          INTERNATIONAL  [LOGO]  PAPER





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{PAGE}







                                    BY-LAWS

                                       OF

                          INTERNATIONAL PAPER COMPANY



                             ---------------------



                                   ARTICLE I

                             STOCKHOLDERS' MEETINGS



    SECTION 1. Annual Meeting. The annual meeting of the Stockholders of the

Corporation for the election of Directors, and for the transaction of such other

business as may come before the meeting, shall be held on such date and at such

place within or without the State of New York as shall have been fixed by the

Board of Directors on a timely basis.



    SECTION 2. Special Meetings. Special meetings of the Stockholders, unless

otherwise provided by statute, or by the Certificate of Incorporation or other

certificate filed pursuant to law, at any time may be called or caused to be

called by a majority of the Board of Directors or by the Chairman of the Board,

or by the President. Special meetings shall be held at such place within or

without the State of New York as is specified in the call thereof.



    SECTION 3. Notice of Meetings. Unless otherwise required by statute, the

notice of every meeting of the Stockholders shall be in writing and shall state

the place, date and hour of the meeting. Notice of a special meeting shall also

state the purpose or purposes for which the meeting is called. A copy of the

notice of any meeting shall be given personally, electronically or by mail, not

less than ten nor more than fifty days before the date of the meeting, to each

Stockholder entitled to vote at the meeting and to each Stockholder who, by

reason of any action proposed at such meeting, is entitled by law to notice

thereof. If mailed, it shall be directed to a Stockholder at his address as it

appears on the record of Stockholders or, if he shall have filed with the

Secretary of the Corporation a written request that notices to him be mailed to

some other address, then directed to him at such other address. If transmitted

electronically, such notice is given when directed to the Shareholder's

electronic mail address as supplied by the Shareholder to the Secretary of the

Corporation or as otherwise directed pursuant to the Shareholder's authorization

or instructions.



    SECTION 4. Quorum. Proxies. Voting. Except as otherwise provided by law or

by the Certificate of Incorporation or other certificate filed pursuant to law,

at any meeting of the Stockholders there must be present in person or by proxy

the holders of record of stock representing at least one-third of the number of

votes entitled to be cast upon any question to be considered at the meeting in

order to constitute a quorum for the determination of such question, but a less

interest may adjourn the meeting from time to time without notice other than

announcement at the meeting until a quorum be present, and thereupon any

business may be transacted at the adjourned meeting which might have been

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