Sec Form 4 Filing - AMEN ROBERT M @ INTERNATIONAL PAPER CO /NEW/ - 2006-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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

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1. Name and Address of Reporting Person AMEN ROBERT M 2. Issuer Name and Ticker or Trading Symbol INTERNATIONAL PAPER CO /NEW/ [ IP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O INTERNATIONAL PAPER, 400 ATLANTIC STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2006 (Street) STAMFORD, CT06921 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2006 F 9,581 ( 1 ) ( 3 ) D $ 34.64 307,264 ( 1 ) D Common Stock 03/31/2006 D 27,549 ( 1 ) ( 4 ) D $ 0 279,715 ( 1 ) D Common Stock 03/31/2006 D 9,612 ( 1 ) ( 5 ) D $ 0 270,103 ( 1 ) D Common Stock 14,927 ( 1 ) ( 2 ) I By SSP

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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AMEN ROBERT M C/O INTERNATIONAL PAPER 400 ATLANTIC STREET STAMFORD, CT06921 President Signatures Beth Murphree, Attorney-in-Fact for Robert M. Amen 04/04/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Share numbers are rounded. ( 2 )Represents shares of International Paper Company common stock held through the International Paper Salaried Savings Plan (SSP). This information is as of March 16, 2006. ( 3 )These shares were withheld by International Paper Company in order to satisfy the tax obligation of the reporting person that arose in connection with the vesting of a prorated amount of restricted stock on March 31, 2006. The restricted stock was granted on January 11, 1994, under the Executive Continuity Award (ECA) Program of the Long-Term Incentive Compensation Plan (LTICP). ( 4 )These remaining restricted stock shares granted under the ECA program of the LTICP were forfeited in connection with Mr. Amen's March 31, 2006 retirement from the Company. ( 5 )These restricted stock shares granted on November 1, 2003, under the Restricted Stock Award Program of the LTICP, were forfeited in connection with Mr. Amen's March 31, 2006 retirement from the Company.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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