On May 11, 2009, International Paper Company (the "Company") entered into a supplemental indenture (the "Supplemental Indenture") to the indenture, dated as of April 12, 1999, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (together with the Supplemental Indenture, the "Indenture"). Pursuant to the Indenture, the Company issued and sold $1,000,000,000 aggregate principal amount of 9.375% Notes due 2019 (the "Notes"). The Notes were sold pursuant to an effective shelf registration statement (the "Registration Statement") on Form S-3, File No. 333-157573, which became effective upon filing with the Securities and Exchange Commission on February 27, 2009. The closing of the sale of the Notes occurred on May 11, 2009. The Supplemental Indenture with respect to the Notes (including the form of Notes) is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement (the "Underwriting Agreement"), dated May 4, 2009, by and among the Company and Citigroup Global Markets Inc., UBS Securities LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., RBS Securities Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters named in Schedule A thereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto.

A copy of the opinion of Debevoise & Plimpton LLP, relating to the validity of the Notes is filed as Exhibit 5.1 hereto.

The exhibits to this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

(d) Exhibits

Exhibit 1.1     Underwriting Agreement, dated as of May 4, 2009, by and among the
                Company and Citigroup Global Markets Inc., UBS Securities LLC, Banc
                of America Securities LLC, BNP Paribas Securities Corp., RBS
                Securities Inc. and J.P. Morgan Securities Inc., as representatives
                of the underwriters named therein.

Exhibit 4.1     Supplemental Indenture (including the form of Notes), dated as of
                May 11, 2009, between International Paper Company and The Bank of
                New York Mellon, as trustee.

Exhibit 5.1     Opinion of Debevoise & Plimpton LLP.

Exhibit 23.1    Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1).