International Paper Company
     Hourly Savings Plan

     Financial Statements
     as of and for the Years Ended
     December 31, 2002 and 2001,
     Supplemental Schedule for the Year
     Ended December 31, 2002,
     and Independent Auditors' Report







================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 11-K

                                  ANNUAL REPORT

                        Pursuant to Section 15(d) of the

                         Securities Exchange Act of 1934


For the Year Ended December 31, 2002               Commission file number 1-3157


                           INTERNATIONAL PAPER COMPANY
                               HOURLY SAVINGS PLAN
                            (Full title of the plan)


                           INTERNATIONAL PAPER COMPANY
                               400 Atlantic Street
                               Stamford, CT 06921
                            Telephone: (203) 541-8000
         (Name of issuer of the securities held pursuant to the plan and
                 the address of its principal executive office)


                                   13-0872805
                      (I.R.S. Employer Identification No.)


================================================================================







INTERNATIONAL PAPER COMPANY HOURLY SAVINGS PLAN

TABLE OF CONTENTS
--------------------------------------------------------------------------------



                                                                                          Page

                                                                                       
INDEPENDENT AUDITORS' REPORT                                                               1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001:

   Statements of Net Assets Available for Benefits                                         2

   Statements of Changes in Net Assets Available for Benefits                              3

   Notes to Financial Statements                                                           4

SUPPLEMENTAL SCHEDULE -

   Form 5500, Schedule G, Part III - Schedule of Nonexempt Transactions for the
     Year Ended December 31, 2002                                                         13


All other schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.







INDEPENDENT AUDITORS' REPORT

To the Plan Administrator of International Paper Company
  Hourly Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of International Paper Company Hourly Savings Plan (formerly Savings Plan for
Designated Groups of Employees of International Paper Company) (the "Plan") as
of December 31, 2002 and 2001, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of nonexempt
transactions for the year ended December 31, 2002 is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2002 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.


/s/ Deloitte & Touche LLP

June 24, 2003







INTERNATIONAL PAPER COMPANY HOURLY SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001 (In Thousands)
--------------------------------------------------------------------------------



                                                                                                   2002               2001
                                                                                                             
ASSETS:
  Investments - Plan interest in Master Trust (Notes 1, 2, 3, 4, and 5)                         $ 735,708          $ 272,952
                                                                                                ---------          ---------

  Receivables:
    Participants' contributions                                                                     1,462              --
    Employer's contributions                                                                          335              --
                                                                                                ---------          ---------
           Total receivables                                                                        1,797              --
                                                                                                ---------          ---------

NET ASSETS AVAILABLE FOR BENEFITS                                                               $ 737,505          $ 272,952
                                                                                                =========          =========


See notes to financial statements.

                                      -2-








INTERNATIONAL PAPER COMPANY HOURLY SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001 (In Thousands)
--------------------------------------------------------------------------------



                                                              2002        2001
                                                                  
ADDITIONS:
  Investment income - Plan interest in Master Trust
    (Notes 1, 2, 3, and 4)                                  $  --       $  2,338
                                                            --------    --------
  Contributions:
    Participants' contributions                               62,020      28,848
    Employer's contributions                                  17,155       8,473
                                                            --------    --------

          Total contributions                                 79,175      37,321

  Net transfers from other plans (Note 7)                    490,170        --
                                                            --------    --------

          Total additions                                    569,345      39,659
                                                            --------    --------

DEDUCTIONS:
  Investment loss - Plan interest in Master Trust
    (Notes 1, 2, 3, and 4)                                    51,950        --
  Benefits paid to participants                               52,842      35,542
  Net transfers to other plans (Note 7)                         --         2,597
                                                            --------    --------

          Total deductions                                   104,792      38,139
                                                            --------    --------

NET INCREASE                                                 464,553       1,520

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of year                                          272,952     271,432
                                                            --------    --------

  End of year                                               $737,505    $272,952
                                                            ========    ========



See notes to financial statements.

                                      -3-







INTERNATIONAL PAPER COMPANY HOURLY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

1.    DESCRIPTION OF THE PLAN

      The following description of International Paper Company Hourly Savings
      Plan (the "Plan") provides only general information about the provisions
      of the Plan. The Plan was formerly referred to as Savings Plan for
      Designated Groups of Employees of International Paper Company.
      Participants should refer to the Plan document or the Plan's summary plan
      description for a more complete description of the Plan's provisions.

      General - The Plan is a defined contribution plan providing retirement
      benefits to certain designated groups of hourly-paid employees of
      International Paper Company and its subsidiaries (the "Company"). The Plan
      is subject to the provisions of the Employee Retirement Income Security
      Act of 1974, as amended ("ERISA").

      Participation in the Plan is voluntary. An employee is eligible to
      participate in the Plan after the first day of the month following the
      completion of one month of employment with the Company.

      The assets of the Plan are held by State Street Bank and Trust Company
      (the "Trustee") in the International Paper Company Defined Contribution
      Plans' Master Trust (the "Master Trust"), a master trust established by
      the Company and administered by the Trustee.

      Effective April 1, 2002, (1) the Plan was renamed the International Paper
      Company Hourly Savings Plan; (2) J.P. Morgan/American Century Retirement
      Plan Services (the "Recordkeeper") became the recordkeeper for the Plan;
      (3) new investment options, including a brokerage window, were
      implemented; and (4) new employees are automatically enrolled in the Plan
      45 days from the date they become eligible to participate, unless they
      otherwise decline participation or make alternative contribution or
      investment elections.

      Participant Contributions - Prior to April 1, 2002, participants could
      make contributions of up to 4% of their total pay (on a before-tax or
      after-tax basis) that were matched by the Company. For certain locations
      covered by the Plan, participants were also allowed to make supplemental
      contributions of up to 12% (on a before-tax or after-tax basis) of their
      total pay that were not matched. For certain other locations covered by
      the Plan, participants could have made contributions to the Plan but
      received no Company matching contributions. Participants' contributions
      are subject to certain Internal Revenue Code (the "Code") limitations.

      Effective April 1, 2002, all participants may contribute up to 85% of
      annual compensation, as defined by the Plan, on either a before-tax or an
      after-tax basis, or any combination thereof.

      Company Contributions - Prior to April 1, 2002, the Company matched 50% of
      participants' basic contributions. Participants were fully vested in all
      Company contributions, as well as participant contributions made to their
      accounts plus earnings thereon.

                                      -4-







      Effective April 1, 2002, as specified in an appendix to the Plan document,
      the Company matches 50% of the participants' contributions up to either 4%
      or 6% of a participant's annual compensation, subject to certain
      limitations. Participants are fully vested in all participant
      contributions made to their accounts plus earnings thereon. The value of
      Company matching contributions is fully vested after three years of
      service.

      Rollover Contributions - The Plan is authorized to accept rollover
      contributions and direct trust-to-trust transfers of amounts which
      participants are entitled to receive from other qualified profit sharing,
      stock bonus and savings plans.

      Investments - Participants direct the investment of their contributions
      into various investment options offered by the Plan. The Plan currently
      offers several pooled accounts, mutual funds, a fixed income option
      referred to as the Stable Value Fund, an open brokerage window and the
      Company's common stock as investment options for participants.

      Prior to April 1, 2002, Company matching contributions were invested in
      the Stable Value Fund. Beginning with the year a participant attained age
      55, and each calendar year thereafter, the participant could transfer all
      or a portion of the value of his account attributable to Company matching
      contributions from the Stable Value Fund to any of the other investment
      options.

      Effective April 1, 2002, 50% of the Company matching contributions must be
      invested in the Company Stock Fund ("Company Match Restricted") and the
      remaining 50% may be invested, as directed by the participants, into
      various investment options offered by the Plan. Beginning in the year a
      participant reaches age 55, or upon termination of employment, the
      participant may transfer all or part of their Company Match Restricted
      balance to the other investment options.

      Participant Accounts - Individual accounts are maintained for each Plan
      participant. Each participant's account is credited with the participant's
      contributions, the Company's matching contributions and an allocation of
      Plan earnings, and is charged with benefit distributions, if applicable,
      and allocations of Plan losses and administrative expenses. The benefit to
      which a participant is entitled is the benefit that can be provided from
      the participant's vested account.

      Loans to Participants - Prior to April 1, 2002, participant loans were not
      permitted by the Plan. Existing loans in the Plan represented participant
      loans that were transferred into the Plan from other savings plans merged
      into the Plan.

      Effective April 1, 2002, participants may borrow from their accounts an
      amount not to exceed (on a cumulative outstanding basis) the lesser of (1)
      50% of the value of a participant's contributions, rollover accounts, and
      the vested portion of his Company contributions account, less any
      restricted portions of such accounts, or (2) $50,000 reduced by the excess
      of the participant's largest outstanding balance of all loans during the
      12 months preceding the date the loan is to be made over the outstanding
      balance of loans on the date such loan is made. Loans are repayable
      through payroll deduction, beginning approximately 60 days after the
      effective date of the loan, with a minimum loan period of one year. The
      maximum repayment period is five years, unless for the purchase of a
      principal residence in which case the maximum repayment period is ten
      years. It is permissible to have two loans outstanding at any one time,
      but only one principal residence loan is allowed at a time. The interest
      rate is determined by the plan administrator based on the prime interest
      rate as published in the Wall Street Journal plus 1%. Interest rates on
      loans outstanding ranged from 4.75% to 10.80% at December 31, 2002.

                                      -5-







      Payment of Benefits - Distributions may be made when a participant
      retires, terminates employment, or dies. With the exception of the Company
      Stock Fund, distributions are in cash for the value of the participant's
      account. Distributions from the Company Stock Fund are made in shares of
      Company common stock, in cash or in a combination of shares and cash, as
      selected by the participant.

      Upon termination of employment, a participant may elect a distribution in
      a lump-sum payment or through installments over 5 to 20 years. Terminated
      participants may defer distribution to a date occurring on or prior to the
      date the participant attains age 70 1/2.

      Prior to April 1, 2002, death benefits to a beneficiary of an active
      participant were paid in a lump sum. Effective April 1, 2002, death
      benefits to a beneficiary are paid in either a lump-sum payment within 5
      years of the participant's death or in installment payments commencing
      within one year of the participant's death, as elected by the beneficiary.
      If the beneficiary is the participant's spouse, the beneficiary may elect
      to defer the distribution to the date the participant would have been
      70 1/2.

      Prior to April 1, 2002, participant withdrawals were not permitted by the
      Plan. Effective April 1, 2002, a participant may make partial or full
      general withdrawals in the following order: (1) the value of the after-tax
      contributions made before the preceding 24-month period and the unmatched
      after-tax contributions made within the preceding 24-month period with no
      suspension penalty or contribution suspension; (2) the value of the
      matched after-tax contributions made during the preceding 24-months with a
      3-month suspension penalty period during which no Company matching
      contributions are made with no employee contribution suspension; (3) the
      value of any rollover account; and (4) the value of certain prior Company
      matching contributions as detailed in the appendix to the Plan document.

      If the total amount available to a participant for a general withdrawal is
      insufficient to meet his or her financial needs, a participant who has not
      attained age 59 1/2 may apply to the Plan administrator for a "hardship"
      withdrawal of part or all of the value of vested Company matching
      contributions, and before-tax contributions and pre-1989 earnings thereon.

      A participant who makes a hardship withdrawal will have contributions to
      the Plan suspended for six months. As an alternative to suspension, a
      participant may file a certification of financial hardship. In the year
      following the distribution, contributions are limited to the annual
      maximum allowed by Federal law less the amount of the employee's
      before-tax contributions in the year of the hardship withdrawal.

      Participants in the Plan who have attained age 59 1/2 may withdraw the
      value of before-tax contributions and the value of vested Company matching
      contributions, in addition to all amounts available under a general
      withdrawal.

      Some participants that have become participants in the Plan due to plan
      mergers have benefits differing from the general provisions of the Plan.
      The appendix to the Plan's summary plan description explains these
      benefits in detail by location. These participants are often allowed to
      continue certain benefits offered in their previous plans. The
      contributions available for such withdrawals are only those contributions
      made under their previous plans and not the contributions or earnings
      thereon made under the Plan's provisions.

      Administrative Expenses - All administrative fees and expenses are charged
      to the Plan. The Recordkeeper nets the administrative expenses of each
      plan in the Master Trust with the investment income or loss of the Master
      Trust.

                                      -6-







2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Accounting - The accompanying financial statements have been
      prepared in accordance with accounting principles generally accepted in
      the United States of America.

      Use of Estimates - The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires Plan management to make estimates and assumptions that
      affect the reported amounts of net assets available for benefits and
      changes therein. Actual results could differ from those estimates.

      Investment Valuation and Income Recognition - The Plan's interest in the
      Master Trust is stated at fair value except for its benefit-responsive
      investment contracts, which are valued at contract value. If available,
      quoted market prices are used to value investments. Pooled accounts are
      valued at the net asset value of units held by the Plan at year-end.
      Shares of mutual funds, the brokerage window and the Company's common
      stock are valued at quoted market prices, which represent the net asset
      value of shares held by the Plan at year-end. Participant loans are valued
      at the outstanding loan balances.

      Purchases and sales of securities are recorded on a trade-date basis.
      Interest income is recorded on the accrual basis. Dividends are recorded
      on the ex-dividend date.

      Management fees and operating expenses charged to the Master Trust for
      investments in Pooled accounts, mutual funds and the brokerage window are
      deducted from income earned on a daily basis and are not separately
      reflected. Consequently, management fees and operating expenses are
      reflected as an adjustment to net appreciation (depreciation) in fair
      market value of investments for such investments.

      The Plan has entered into various benefit-responsive investment contracts
      with insurance companies, which maintain the contributions in a general
      account. The accounts are credited with earnings on the underlying
      investments and charged for participant withdrawals and administrative
      expenses. The contracts are included in the financial statements at
      contract value as reported to the Plan by the issuers. Contract value
      represents contributions made under the contract, plus earnings, less
      participant withdrawals and administrative expenses. Participants may
      ordinarily direct the withdrawal or transfer of all or a portion of their
      investment at contract value as reported to the Plan by the issuers.

      There are no reserves against contract value for credit risk of the
      contract issuer or otherwise. The fair value of the investment contracts
      held by the Master Trust at December 31, 2002 and 2001 was $1,411,693,416
      and $777,909,079, respectively. The aggregate average yields of the
      investment contracts for the years ended December 31, 2002 and 2001 were
      6.17% and 6.59%, respectively. The aggregate crediting interest rates for
      the investment contracts as of December 31, 2002 and 2001 were 5.83% and
      6.49%, respectively. The crediting interest rate is based on a formula
      agreed upon with the issuer, but may not be less than certain percentages.

      The Master Trust utilizes various investment instruments. Investment
      securities, in general, are exposed to various risks, such as interest
      rate, credit and overall market volatility. Due to the level of risk
      associated with certain investment securities, it is reasonably possible
      that changes in the values of investment securities will occur in the near
      term and that such changes could materially affect the amounts reported in
      the financial statements.

      Payment of Benefits - Benefit payments to participants are recorded upon
      distribution.

                                      -7-







3.    MASTER TRUST

      The Plan's investment assets are held in a trust account by the Trustee
      and consist of an undivided interest in an investment account of the
      Master Trust. Use of the Master Trust permits the commingling of trust
      assets with the assets of other plans sponsored by the Company for
      investment and administrative purposes. Although assets of the plans are
      commingled in the Master Trust, the Recordkeeper maintains supporting
      records for the purpose of allocating the net gain or loss of the
      investment account to the participating plans. The net investment income
      or loss of the investment assets and administrative expenses are allocated
      by the Recordkeeper to each participating plan based on the relationship
      of the interest of each plan to the total of the interests of the
      participating plans.

      The net assets of the Master Trust at December 31, 2002 and 2001, are
      summarized as follows (in thousands):



                                                                                  2002                2001
                                                                                             
         Investments:
           At fair value:
             International Paper Company common stock                          $  780,846          $  834,879
             Pooled accounts                                                    1,119,676             128,982
             Mutual funds                                                           --                814,089
             Open brokerage window                                                 23,619                --
             Loans to participants                                                100,802              58,704
                                                                               ----------           ---------
                                                                                2,024,943           1,836,654

           Guaranteed investment contracts, at contract value                   1,337,519             761,224
           Cash and cash equivalents                                                1,182                 242
                                                                               ----------           ---------

                   Total investments                                            3,363,644           2,598,120

         Due from broker for securities sold                                         --                 6,896
         Accrued administrative expenses                                           (3,610)               (915)
                                                                               ----------           ---------

                   Total net assets                                            $3,360,034           $2,604,101
                                                                               ==========           ==========

         Plan's interest in the Master Trust                                   $  735,708           $  272,952
                                                                               ==========           ==========

         Plan's interest in the Master Trust as percentage of total                    22%                  11%
                                                                               ==========           ==========


                                      -8-







      The net investment loss of the Master Trust for the years ended December
      31, 2002 and 2001, is summarized below (in thousands):



                                                                                  2002               2001
                                                                                             
          Investment loss:
            Net appreciation (depreciation) of investments:
              International Paper Company common stock                        $ (115,588)         $  (5,164)
              Pooled accounts                                                   (249,712)             5,745
              Mutual funds                                                          --             (130,422)
              Open brokerage window                                               (6,012)               --
              Guaranteed investment contracts                                     72,418             45,845
                                                                              ----------          ---------
                                                                                (298,894)           (83,996)
            Interest and dividends                                                21,443             34,456
                                                                              ----------          ---------

                    Total investment loss, net                                $ (277,451)         $ (49,540)
                                                                              ==========          =========

          Investment (loss) income - Plan interest in Master Trust            $  (51,950)         $   2,338
                                                                              ==========          =========
          

4.    NONPARTICIPANT-DIRECTED INVESTMENTS

      Information about the net assets and the significant components of the
      changes in net assets relating to the Stable Value Fund, which includes
      both participant and nonparticipant-directed investments for the period
      from January 1, 2002 to March 31, 2002 and as of and for the year ended
      December 31, 2001, is as follows (in thousands):



                                                                                          2002             2001
                                                                                                    
          Net assets, beginning of year                                                  $193,574         $181,565
                                                                                         --------         --------
          Changes in net assets:
            Investment income - Plan interest in Master Trust                              15,104           10,865
            Employer's contributions                                                        3,135            8,473
            Participants' contributions                                                    22,426           12,968
            Benefits paid to participants                                                 (39,392)         (29,073)
            Transfers from participant-directed investments, net                              844           11,383
            Transfers from (to) other plans/trusts, net                                   169,473           (2,607)
                                                                                         --------         --------
          Net change                                                                      171,590           12,009
                                                                                         --------         --------

          Net assets, end of year                                                        $365,164         $193,574
                                                                                         ========         ========



                                      -9-







      Information about the net assets and the significant components of the
      changes in net assets relating to the Company Stock Fund, which includes
      both participant and non-participant directed investments, as of and for
      the year ended December 31, 2002, is as follows (in thousands):



                                                                                          2002

                                                                                     
         Net assets, beginning of year                                                   $ 12,039
                                                                                         --------
         Changes in net assets:
           Investment loss - Plan interest in Master Trust                                (20,257)
           Employer's contributions                                                         7,891
           Participants' contributions                                                      3,021
           Benefits paid to participants                                                   (9,622)
           Transfers from participant-directed investments, net                             5,511
           Transfers from other plans/trusts, net                                         110,521
                                                                                         --------

         Net change                                                                        97,065
                                                                                         --------
         Net assets, end of year                                                         $109,104
                                                                                         ========


5.    RELATED-PARTY TRANSACTIONS

      Certain of the Plan's investments are shares of mutual funds managed by
      the Trustee. State Street Bank and Trust Company is the trustee, as
      defined by the Plan and, therefore, these transactions qualify as
      party-in-interest transactions. Fees paid by the Master Trust to the
      Trustee for trustee services were approximately $900,000 and $674,000 for
      the years ended December 31, 2002 and 2001, respectively.

      Also included in the Plan's investments are shares of common stock of
      International Paper Company, the Plan's sponsor, which qualify as
      party-in-interest transactions.

6. INCOME TAX STATUS

      The Internal Revenue Service ("IRS") has determined and informed the
      Company by a letter dated May 8, 2003, that the Plan and related trust
      were designed in accordance with the applicable requirements of the Code.
      The Company and the plan administrator believe that the Plan is currently
      designed and operated in compliance with the applicable requirements of
      the Code and the Plan and related trust continue to be tax-exempt.
      Therefore, no provision for income taxes has been included in the Plan's
      financial statements.

                                      -10-






7.    TRANSFERS TO/FROM OTHER PLANS

      The following table summarizes the net transfers to and (from) the Plan
      during 2002 and 2001 (in thousands):



                                                                                                     2002         2001
                                                                                                           
           International Paper Company Retirement Savings Plan, portion merged
           into the Plan effective March 31, 2002                                                 $ 146,172      $  --

           Champion International Corporation Savings Plan for Hourly Employees
           #158, merged into the Plan effective March 31, 2002                                      214,295         --

           Union Camp Corporation Franklin Employee Investment Plan -
           Franklin, Virginia, merged into the Plan effective March 31, 2002                         49,105         --

           Union Camp Corporation Savannah Employee Investment Plan -
           Savannah, Georgia, merged into the Plan effective March 31, 2002                          38,450         --

           Union Camp Corporation Prattville Employee Investment Plan -
           Pratville, Alabama, merged into the Plan effective March 31, 2002                         23,432         --

           Union Camp Corporation Employees Investment Plan, merged
           into the Plan effective March 31, 2002                                                    29,034         --

           Union Camp Corporation Employee Savings and Investment Plan                                   84         --

           Ace Paper Products 401(k) Salary Deferral Plan, merged into
           the Plan effective March 31, 2002                                                            713         --

           Imperial Cup Profit Sharing Plan, merged into the Plan effective
           March 31, 2002                                                                             1,675         --

           The Weston Paper and Manufacturing Co. 401(k) Savings Plan
           for Collectively Bargained Employees, merged into the Plan
           effective March 31, 2002                                                                   1,643         --

           Shorewood Packaging Corporation Union Retirement and
           Savings Plan, merged into the Plan effective March 31, 2002                                  843         --

           Conversion due to sale to Nevamar                                                        (13,446)        --

           Weston Paper and Manufacturing Company 401(k) Savings Plan
           for Collective Bargaining Employees at Terre Haute Mill and
           Weston Paper and Manufacturing Company 401(k) Savings Plan
           for Collective Bargaining Employees at Cedarburg Plant, merged
           into the Plan effective March 31, 2001                                                      --          1,429

           Masonite Conversion due to sale to Premdor, Inc.                                            --         (3,066)

           Loans to participants, transferred from other plans                                         --             50

           International Paper Company Salaried Savings Plan, net transfer
           due to change in employment status                                                        (1,420)      (1,010)

           Other                                                                                       (410)        --
                                                                                                  ---------    ---------
               Total net transfers                                                                $ 490,170    $  (2,597)
                                                                                                  =========    =========
           
                                      -11-







 8.   PLAN TERMINATION

      Although it has not expressed any intention to do so, the Company has the
      right under the Plan to discontinue its contributions at any time and to
      terminate the Plan subject to the provisions set forth in ERISA. In the
      event that the Plan is terminated, participants would become 100% vested
      in their accounts.

 9.   NONEXEMPT PARTY-IN-INTEREST TRANSACTION

      The Company remitted participant contributions to the Trustee later than
      required by D.O.L. Regulation 2510.3-102. The Company has represented that
      they will file Form 5330 with the Internal Revenue Service and will pay
      the required excise tax on the transactions.

10.   SUBSEQUENT EVENT

      The Plan was amended effective January 1, 2003, contingent on IRS approval
      which was received in the determination letter dated May 8, 2003 (See Note
      6), to designate the Company Stock Fund, excluding current year
      contributions, as an employee stock ownership plan ("ESOP"). Effective
      with respect to dividends paid in 2003 on share of Company stock held in
      the ESOP portion of the Plan, in accordance with Section 404(k) of the
      Code, participants will be permitted to elect to receive cash payouts of
      the dividends paid on shares of Company stock allocated to their accounts
      in the Plan or to leave the dividends in the Plan to be reinvested in
      shares of Company stock.

                                      -12-










INTERNATIONAL PAPER COMPANY HOURLY SAVINGS PLAN

FORM 5500, SCHEDULE G, PART III -
NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 2002



----------------------------------------------------------------------------------------------------------------------------
                                 (b) Relationship to Plan,
    (a) Identity of Party                Employer, or           (c) Description of transactions
            Involved               Other Party-in-Interest      (d) Amount
-----------------------------   -----------------------------   ------------------------------------------------------------
                                                          
International Paper Company     Plan Sponsor                    Participant contributions for employees were not funded by
                                                                the 15th business day after the month withheld, as required
                                                                by D.O.L. Regulation 2510.3-102.
                                                                February 2002 participant contributions of $329 were
                                                                deposited on March 26, 2002.

International Paper Company     Plan Sponsor                    Participant contributions for employees were not funded by
                                                                the 15th business day after the month withheld, as required
                                                                by D.O.L. Regulation 2510.3-102.
                                                                March 2002 participant contributions of $53,778 were
                                                                deposited on April 22, 2002.

International Paper Company     Plan Sponsor                    Participant contributions for employees were not funded by
                                                                the 15th business day after the month withheld, as required
                                                                by D.O.L. Regulation 2510.3-102.
                                                                March 2002 participant contributions of $382,035 were
                                                                deposited on April 29, 2002.

International Paper Company     Plan Sponsor                    Participant contributions for employees were not funded by
                                                                the 15th business day after the month withheld, as required
                                                                by D.O.L. Regulation 2510.3-102.
                                                                April 2002 participant contributions of $295,411 were
                                                                deposited on June 3, 2002.

International Paper Company     Plan Sponsor                    Participant contributions for employees were not funded by
                                                                the 15th business day after the month withheld, as required
                                                                by D.O.L. Regulation 2510.3-102.
                                                                May 2002 participant contributions of $197,619 were
                                                                deposited on June 28, 2002.



                                      -13-







                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the person
who administers the Plan has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.

                                     INTERNATIONAL PAPER COMPANY
                                     HOURLY SAVINGS PLAN


                                     By  /s/ Jerome N. Carter
                                        ------------------------------
                                         Jerome N. Carter, Senior Vice President
                                         and Plan Administrator

Date:  June 27, 2003
Stamford, Connecticut


                            STATEMENT OF DIFFERENCES

The section symbol shall be expressed as...................................'SS'