<PAGE>
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                         ------------------------------
 
                                   FORM 10-K
 
                         ------------------------------
 
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                         ------------------------------
 
FOR FISCAL YEAR ENDED DECEMBER 31, 1995            COMMISSION FILE NUMBER 1-8859
 
                         ------------------------------
 
                              IP TIMBERLANDS, LTD.
              (Exact name of Company as specified in its charter)
 
                 TEXAS                                  13-3259241
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)
 
 TWO MANHATTANVILLE ROAD, PURCHASE, NY                    10577
(Address of principal executive offices)                (Zip Code)
 
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 914-397-1500
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                                NAME OF EACH EXCHANGE ON
          TITLE OF EACH CLASS                       WHICH REGISTERED
          -------------------                   ------------------------
       Class A Depositary Units                  New York Stock Exchange
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [x]  No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [x]
 
     The aggregate market value of the Class A Depositary Units of the
Registrant as of March 25, 1996, held by non-affiliates of the Registrant was
$1,033,406,345, calculated on the basis of the closing price on the Composite
Tape on March 25, 1996. For this computation, the Registrant has excluded the
market value of all Class A Depositary Units beneficially owned by International
Paper Company, its subsidiaries, and all executive officers and directors of any
of them and their associates as a group. Such exclusion is not to signify in any
way that members of this group are 'affiliates' of the Registrant.
 
     The number of units outstanding of the Registrant's Class A Depositary
Units, as of March 25, 1996:
 
                    OUTSTANDING     IN TREASURY
                    -----------     -----------
                    46,445,729          -0-
 
     The following documents are incorporated by reference into the parts of
this report indicated below:
 
1995 ANNUAL REPORT TO UNITHOLDERS
(PP. 1 AND 8 THROUGH 18)                                 PARTS I, II, III AND IV
 
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<PAGE>
                                     PART I
 
ITEM 1. BUSINESS
 
GENERAL
 
     IP Timberlands, Ltd. (the 'Registrant') is a Texas limited partnership
formed by International Paper Company ('International Paper') to succeed to
substantially all of International Paper's forest resources business. The
Registrant's forest resources business includes the marketing and sale of forest
products for use as sawlogs, poles and pulpwood. In addition, the Registrant may
sell or exchange portions of its forestlands and may acquire additional
properties for cash, additional units or other consideration.

     The Registrant operates through IP Timberlands Operating Company, Ltd., a
Texas limited partnership ('IPTO'), in which the Registrant holds a 99% limited
partner's interest. IP Forest Resources Company ('IPFR'), a wholly owned
subsidiary of International Paper, is the managing general partner of the
Registrant and IPTO, and International Paper is the special general partner of
both. A further discussion of the Registrant's organization appears on pages 2
and 14 of the Annual Report to Unitholders (the 'Annual Report'), which
information is incorporated herein by reference.
 


DESCRIPTION OF PRINCIPAL PRODUCTS
 
     The Registrant's forestlands include merchantable forest products
inventory, approximately 60% of which consists of commercial softwoods,
principally Douglas fir in the Pacific Northwest, southern pine in the South,
and spruce and fir in the Northeast. A variety of hardwoods account for the
remaining 40% of the inventory.
 
     The Registrant sells forest products to International Paper for use in its
pulp mills and wood products plants and to third party customers.
 
     A discussion of the Registrant's harvest plan is presented on page 8 of the
Annual Report, which information is incorporated herein by reference.
 
COMPETITION AND COSTS
 
     Log and wood fiber consuming facilities tend to purchase raw materials
within relatively small geographic areas, generally within a 100-mile radius.
Competitive factors within a market area generally include price, species, grade
and proximity to wood-consuming facilities. The Registrant competes in the log
and wood fiber market with numerous private industrial and nonindustrial
forestland owners as well as with the U.S. government, principally the U.S.
Forest Service and the Bureau of Land Management. Litigation involving
endangered species and environmental concerns has caused a decline in government
forest products sales volumes and market share in recent years and has resulted
in additional demand and higher prices for private forestland owners.
 
     Many factors influence the Registrant's competitive position, including
costs, prices, product quality and services.
 
MARKETING
 
     Consistent with International Paper's experience prior to the contribution
of its forestlands to the Registrant, the Registrant has annually sold forest
products from its lands to more than 579 purchasers other than International
Paper. No customer accounted for more than 10% of annual revenues for the years
1995 and 1994.
 
     During 1995, 1994 and 1993, International Paper's facilities consumed
approximately 31%, 30% and 30%, respectively, of the logs and wood fiber
harvested from the Registrant's forestlands, which represented approximately
11%, 10% and 12%, respectively, of its manufacturing facilities' requirements
during such periods. International Paper does not anticipate any change in its
policy of relying on the Registrant's forestlands as an important source of raw
material for its manufacturing facilities, although it is unable to predict what
portion of its requirements will be purchased from the Registrant in the future.
In addition to sales to International Paper for use in its manufacturing
facilities, the Registrant sells trees to International Paper that are harvested
and resold by International Paper to unaffiliated purchasers as logs, poles or
pulpwood.

     Additional information on marketing activities, including related parties
and major customers, appears on pages 8, 14 and 15 of the Annual Report, which
information is incorporated herein by reference.
 
                                       2
<PAGE>
ENVIRONMENTAL PROTECTION AND SUSTAINABLE FOREST MANAGEMENT
 
     Management of the Registrant's forestlands to protect the environment and
maintain the health of its forestlands is a continuing commitment of the
Registrant. The Registrant expends considerable efforts to comply with
regulatory requirements and applicable best management practices regarding the
use of pesticides, protection of wetlands, protection of wildlife and
biodiversity and minimization of stream sedimentation and soil erosion. From
time to time the Registrant volunteers to, or may be required to, clean up
certain solid waste sites, on its forestlands, created by the general public.
Forests are managed in accordance with the Registrant's and International
Paper's Sustainable Forestry Guidelines which were developed in 1995 based on
the American Forest and Paper Association's Sustainable Forestry Principles,
which were adopted by International Paper and the Registrant in 1994.
Environmental protection and forest management costs and capital expenditures
have not been significant and are not expected to be significant in the future.
 
EMPLOYEES
 
     The Registrant does not have officers or directors. Instead, officers and
directors of IPFR perform all management functions for the Registrant. In most
respects, the Registrant conducts the business formerly conducted by the
Forestlands Division of International Paper. Consequently, the employees of
International Paper or its subsidiaries formerly assigned to such division
continue to carry out the activities of the Registrant. These employees continue
to be employees of International Paper and in some cases are employed solely for
the conduct of the Registrant's business.
 
ITEM 2. PROPERTIES
 
FORESTLANDS
 
     Forestlands include approximately 5.4 million acres owned in fee (excluding
any interest in underlying minerals) and approximately 541,000 acres held under
long-term deeds and leases (terms of three years or longer). These forestlands
are located in 14 states in three major regions of the United States. In the
Pacific Northwest, forestlands are located in Oregon and Washington, including
approximately 303,000 acres owned in fee and approximately 1,100 acres covered
by deeds and leases. In the southern and southeastern United States, forestlands
are located in seven states, including approximately 3,607,000 acres owned in
fee and approximately 538,000 acres held under long-term deeds and leases. In
the Northeast, forestlands are located in Maine, New York, Pennsylvania, Vermont
and New Hampshire, including approximately 1,466,000 acres owned in fee and
approximately 1,500 acres held under long-term deeds and leases. The deeds and
leases held by the Registrant generally do not include deeds and leases on
government lands in the western United States nor deeds and leases with terms of
less than three years, which are generally managed by International Paper in
connection with short-term wood procurement for its manufacturing facilities.

 
     In March 1996, the Registrant signed a contract to sell a 98% general
partnership interest in a subsidiary partnership owning all of Registrant's
Western region assets. Additional information on the sale of the Western assets
appears on pages 8, 10 and 16 of the Annual Report, which information is
incorporated herein by reference.
 
CAPITAL INVESTMENTS
 
     Discussion of the Registrant's capital investments can be found on pages 9
and 10 of the Annual Report, which information is incorporated herein by
reference.
 
ITEM 3. LEGAL PROCEEDINGS
 
     IPTO and International Paper are parties to a lawsuit involving a long-term
lease on 113,000 acres of forestlands in Mississippi. The lessors sought to have
the lease terminated and IPTO enjoined from further operation on the properties,
as well as approximately $18 million in alleged damages, plus alleged statutory
and trebling damages in excess of $450 million.
 
     Trial in the Mississippi state court case has been stayed pending the
determination of the value for the purchase option relating to the lease lands
located in Mississippi. Over IPTO's objections, a panel of appraisers set the
value of the lands on October 20, 1995 at $38.5 million. On December 19, 1995,
the Hinds County Circuit Court affirmed the award. IPTO and International Paper
believe the value of the purchase option should have been determined by
arbitration process and that the appraised value is excessive. IPTO and
International Paper
 
                                       3
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have filed a notice of appeal with the Mississippi Supreme Court. On February
15, 1996, the purchase option relating to the Mississippi lease was assigned
from IPTO to International Paper.
 
     The Registrant is involved in various legal proceedings incidental to its
business. While any proceeding or litigation has an element of uncertainty, the
Registrant believes that the outcome of any lawsuit or claim that is pending or
threatened, or all of them combined, will not have a material adverse effect on
its consolidated financial position or results of operations.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1995.

                                    PART II
 
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
 
     The market and cash distribution data on the Registrant's Class A
Depositary Units are set forth below and on pages 2 and 17 of the Annual Report
and are incorporated herein by reference.
 
     As of March 25, 1996, there were 3,206 holders of record of the
Registrant's Class A Depositary Units.
 
     Set forth below are the market price ranges for each quarter of 1995 and
1994 for the Class A Depositary Units on the New York Stock Exchange Composite
Index.
 
<TABLE>
<CAPTION>
              1995              1994
          ------------      ------------
QUARTER   HIGH    LOW       HIGH    LOW
-------   ----    ----      ----    ----
<S>       <C>     <C>       <C>     <C>
1st....   26 1/2  21 7/8    31 1/8  25 1/8
2nd....   23 1/4  19 1/4    28 1/4  21 1/2
3rd....   23 1/2  21 3/8    26      23 3/4
4th....   23 3/4  20        25 1/2  22 3/8
</TABLE>
 
ITEM 6. SELECTED FINANCIAL DATA
 
     Selected financial data for 1995, 1994 and 1993 is set forth on page 1 of
the Annual Report and is incorporated herein by reference. Selected financial
data for 1992 and 1991 is as follows (in thousands, except per unit data):
 
<TABLE>
<CAPTION>
                                         1992          1991
                                      ----------    ----------
<S>                                   <C>           <C>
Total Revenues.....................   $  297,023    $  237,448
Net Partnership Earnings...........      206,318       150,252
Earnings per Class A Unit..........         3.42          3.09
Distributions per Class A Unit.....         2.88          2.88
Total Assets.......................   $1,115,678    $1,040,154
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     Management's review and comments on the consolidated financial statements
are set forth on pages 8 through 10 of the Annual Report and are incorporated
herein by reference.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The Registrant's consolidated financial statements, the notes thereto and
the report of independent public accountants are set forth on pages 11 through
16 and 18 of the Annual Report and are incorporated herein by reference.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     None.

FORWARD-LOOKING INFORMATION

     THIS 1995 ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS CONCERNING REGISTRANT'S BUSINESS PROSPECTS, POSSIBLE DECLINES IN
DISTRIBUTIONS AND THE PRICE OF THE CLASS A UNITS. OVERALL MARKET CONDITIONS
COULD INFLUENCE THE EXPECTED PRICE DECLINE OF THE CLASS A UNITS AND THE
POSSIBILITY OF A DECLINE IN THE DISTRIBUTION TO CLASS A UNITHOLDERS.

                                       4
<PAGE>
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The directors and executive officers of IPFR(1) and their business
experiences are as set forth below:
 
     JOHN A. GEORGES, 65, Chairman and Chief Executive Officer of IPFR since
1985(2). He has been chairman and chief executive officer of International Paper
Company since 1985. He is a director of AK Steel Holding Corporation,
International Paper Company, Ryder Systems, Inc., Scitex Corporation Ltd. and
Warner-Lambert Company. He is a member of The Business Council and the Policy
Committee of the Business Roundtable. He is a board member of The Business
Council of New York State, a member of the Trilateral Commission, the
President's Advisory Committee for Trade Policy and Negotiations and president
of the University of Illinois Foundation.
 
     Director since January 8, 1985.
 
     **THOMAS C. GRAHAM, 69, Chairman of the Board of AK Steel Corporation since
1994, and previously thereto he was also the Chief Executive Officer. He was
elected to the aforementioned posts concurrent with the formation of AK Steel
Holding Corporation, a publicly held corporation which emerged from the
privately-held Armco Steel Company, L.P. in April of 1994. He had been named
president and chief executive officer of Armco Steel in June 1992. He was
formerly chairman and chief executive officer of Washington Steel Corporation

until he assumed his current position in 1992. He was vice chairman--steel and
diversified group and executive director of USX Corporation from 1986 to 1991.
He joined the former U.S. Steel Corporation as vice chairman and chief operating
officer--steel and related resources in 1983. Prior to that time he served as
president and chief executive officer of Jones & Laughlin Steel Corporation. He
is a director of Hershey Foods Corporation and International Paper Company.
 
     Director since April 12, 1994.
 
     **ARTHUR G. HANSEN, 71, Educational Consultant. He was director of research
of the Hudson Institute from 1987 to 1988, chancellor of the Texas A&M
University System from 1982 to 1986, president of Purdue University from 1971 to
1982 and president of Georgia Institute of Technology from 1969 to 1971. He is a
director of American Electric Power Company, Inc. and International Paper
Company. He is a member of the National Academy of Engineering, a Commissioner
of the Indiana Commission for Higher Education and a fellow of the American
Association for the Advancement of Science.
 
     Director since February 1, 1990.
 
     **JANE C. PFEIFFER, 63, Management Consultant. She is a director of
Ashland, Inc., International Paper Company, J.C. Penney Company, Inc. and The
Mutual Life Insurance Company of New York. She is a trustee of the Conference
Board, The University of Notre Dame, the Overseas Development Council and a
member of The Council on Foreign Relations.
 
     Director since January 13, 1988.
 
     **ROGER B. SMITH, 70, former Chairman and Chief Executive Officer of
General Motors Corporation from 1981 to 1990, when he retired. He is a director
of Citicorp, International Paper Company, Johnson & Johnson and PepsiCo, Inc. He
is a member of The Business Council and is a trustee of the Michigan Colleges
Foundation, Inc. and the Sloan Foundation.
 
     Director since April 12, 1994.
 
------------------
(1) Managing General Partner of the Registrant.
 
(2) Mr. Georges has announced his retirement as a director and Chairman and
    Chief Executive Officer of IPFR, effective March 31, 1996. Mr. John T.
    Dillon has been elected to succeed Mr. Georges as a director and Chairman
    and Chief Executive Officer of IPFR, effective April 1, 1996.

 ** Member of the Audit Committee of IPFR. The Audit Committee reviews policies
    and practices of the Registrant dealing with various matters (including
    accounting and financial practices) as to which conflicts of interest with
    the special general partner may arise. The Audit Committee consists of
    nonemployee directors of IPFR.
 
                                       5

<PAGE>
                               EXECUTIVE OFFICERS
                              AS OF MARCH 31, 1995
               INCLUDING NAME, AGE, OFFICES AND POSITIONS HELD*,
               AND BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
 
     EDWARD J. KOBACKER, 57, president since August 1992. He was general manager
and group executive of the kraft paper group of International Paper from 1987 to
1992, when he assumed his current position and was elected vice president and
general manager--forestlands division of International Paper.
 
     FREDERICK L. BLEIER, 47, treasurer and controller since July 1993;
controller from 1991. He has been sector controller-forest products of
International Paper since July 1993. He was director-corporate accounting of
International Paper from 1990 to 1993. He joined International Paper as
manager-financial reporting in 1988.
 
ITEM 11. EXECUTIVE COMPENSATION
 
     The four nonemployee directors of IPFR receive a retainer of $7,000 per
year plus a fee of $1,200 for each IPFR Board and committee meeting attended.
These fees are paid by IPFR. The Registrant has no employees. All management and
services are performed by International Paper on behalf of the Registrant.
International Paper pays the personnel used in the Registrant's business, with
certain expenses reimbursed to it by the Registrant.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The Registrant knows of no one owning beneficially more than five percent
(5%) of the Registrant's Class A Depositary Units except International Paper,
which owns approximately eighty-four percent (84%). The following table shows,
as of March 25, 1996, the number of Class A Depositary Units in the Registrant
beneficially owned (as defined by the Securities and Exchange Commission) or
otherwise claimed by current IPFR directors and by all IPFR directors and
executive officers as a group (if no name appears, no Class A Depositary Units
are owned or claimed).
 
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                         UNITS            PERCENT OF TOTAL
                                      BENEFICIALLY       CLASS A DEPOSITARY
    NAME OF INDIVIDUAL OR GROUP        OWNED (1)          UNITS OUTSTANDING
--------------------------------------------------------------------------------
<S>                                   <C>            <C>
A. G. Hansen........................     200
J.C. Pfeiffer.......................     300         No director or officer owns
All directors and executive officers                 as much as 1/10 of 1%
  as a group........................     500
</TABLE>
------------------
(1) Ownership shown includes securities over which the individual has or shares,
    directly or indirectly, voting or investment powers, including units owned
    by a spouse or relatives and ownership by trusts for the benefit of such

    relatives, as required to be reported by the Securities and Exchange
    Commission. Certain individuals may disclaim beneficial ownership of some of
    these units, but they are included for the purpose of computing the holdings
    and the percentages of Class A Depositary Units owned.
 
     The certificate of incorporation of IPFR ('IPFR Charter') provides for two
classes of common stock: Class A Common Stock and Class B Common Stock, of which
International Paper is the sole owner. The Class B Common Stock possesses
exclusive voting rights and the holder or holders thereof are entitled to
cumulative voting for the election of directors of IPFR. Except with respect to
voting rights, the Class B Common Stock of IPFR is equal in all other respects
to the Class A Common Stock of IPFR. However, the Class B Common Stock
represents only .00005 of 1% of the total authorized Common Stock of IPFR, all
of which has been issued and is outstanding.
 
     The IPFR Charter further provides that in the event International Paper
owns, or as a result of certain events would own, less than 50% of either the
outstanding Class A Depositary Units or Class B Depositary Units, then (i)
International Paper must sell all of the shares of Class B Common Stock to the
directors of IPFR, on a pro rata
 
------------------
* Officers of IPFR are elected to hold office until the next annual meeting of
  the board of directors and until election of successors, subject to removal by
  the board.
 
                                       6
<PAGE>
basis, at a price equal to $100.00 per share in cash; (ii) any director who does
not purchase his pro rata shares of Class B Common Stock must resign; and (iii)
the directors of IPFR are then required, as soon as practicable but not later
than the next annual meeting of stockholders of IPFR, to vote or cause their
shares of Class B Common Stock to be voted to elect a Board of Directors of IPFR
comprised entirely of persons who are not employees, officers, directors or
affiliates of International Paper or of any affiliate of International Paper
(other than IPFR). Each director of IPFR is further required to execute a voting
trust agreement, pursuant to which the Class B Common Stock will be held and
voted, and a stockholders' agreement, pursuant to which transfer of ownership in
the Class B Common Stock is restricted to persons who are directors of IPFR. In
order to maintain the independence of IPFR's Board of Directors, the IPFR
Charter further provides that (i) each director, upon resigning as a director of
IPFR, must sell his shares of Class B Common Stock to IPFR, and (ii) each
subsequent director elected to replace any director so resigning must similarly
purchase shares of Class B Common Stock and enter into the voting trust
agreement and stockholders' agreement described above. International Paper
believes that the foregoing arrangement for the possible ownership of the Class
B Common Stock of IPFR assists in reducing the potential for conflicts of
interests should International Paper's ownership of units decrease
significantly.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     A description of certain relationships and related transactions is set
forth on pages 14 through 16 of the Annual Report and is incorporated herein by
reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
EXHIBITS
 
     (13) 1995 Annual Report to Unitholders of the Registrant
 
     (24) Power of Attorney
 
     (27) Financial Data Schedule
 
REPORTS ON FORM 8-K
 
     A Current Report on Form 8-K was filed on February 2, 1996, as amended
February 21, 1996.
 
FINANCIAL STATEMENT SCHEDULES
 
     The consolidated balance sheets as of December 31, 1995 and 1994, and the
related consolidated statements of earnings and cash flows for each of the three
years in the period ended December 31, 1995, together with the report thereon of
Arthur Andersen LLP, dated February 13, 1996, appearing on pages 11 through 16
and 18 of the Annual Report, are incorporated herein by reference. With the
exception of the aforementioned information and the information incorporated by
reference in Items 1, 2, 5 through 8, and 13, the Annual Report is not to be
deemed filed as part of this report.
 
                                       7

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
 
                                       IP TIMBERLANDS, LTD.
 
                                       By: IP Forest Resources Company
                                           (as managing general partner)
 
                                           By:          JAMES W. GUEDRY
                                               JAMES W. GUEDRY, VICE PRESIDENT
                                                         AND SECRETARY
 
March 29, 1996
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED:
 
<TABLE>
<CAPTION>
                  NAME                            TITLE                DATE
----------------------------------------  ----------------------  --------------
<S>                                       <C>                     <C>
            JOHN A. GEORGES               Chairman of the Board,  March 29, 1996
           (JOHN A. GEORGES)                 Chief Executive
                                           Officer and Director
 
           THOMAS C. GRAHAM*                     Director         March 29, 1996
           (THOMAS C. GRAHAM)
 
           ARTHUR G. HANSEN*                     Director         March 29, 1996
           (ARTHUR G. HANSEN)
 
           JANE C. PFEIFFER*                     Director         March 29, 1996
           (JANE C. PFEIFFER)
 
            ROGER B. SMITH*                      Director         March 29, 1996
            (ROGER B. SMITH)
 
          FREDERICK L. BLEIER                 Treasurer and       March 29, 1996
         (FREDERICK L. BLEIER)             Controller and Chief
                                              Financial and
                                            Accounting Officer
 
*By           JAMES W. GUEDRY
    (JAMES W. GUEDRY, ATTORNEY-IN-FACT)
</TABLE>
 
                                       8

<PAGE>
                          [IP TIMBERLANDS, LTD. LOGO]
 
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