Exhibit 4.8

                              DECLARATION OF TRUST
                                       OF
                      INTERNATIONAL PAPER CAPITAL TRUST VI


     DECLARATION OF TRUST ("Declaration") dated and effective as of March 11,
2003 by the undersigned trustees (together with all other Persons from time to
time duly appointed and serving as trustees in accordance with the provisions
of this Declaration, the "Trustees"), the Parent as trust sponsor (the
"Sponsor"), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

      WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Statutory Trust Act for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer; and

      NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a business trust under the Statutory Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.


                                   ARTICLE 1
                                  DEFINITIONS

      SECTION 1.01.  Definitions.

      Unless the context otherwise requires:

      (a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01;

      (b) a term defined anywhere in this Declaration has the same meaning
throughout;


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      (c) all references to "the Declaration" or "this Declaration" are to this
Declaration of Trust as modified, supplemented or amended from time to time;

      (d) all references in this Declaration to Articles and Sections are to
Articles and Sections of this Declaration unless otherwise specified; and

      (e) a reference to the singular includes the plural and vice versa.

      "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

      Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

      "Commission" means the Securities and Exchange Commission.

      "Common Security" means a security representing an undivided beneficial
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

      "Covered Person" means any officer, director, shareholder, partner,
member, representative, employee or agent of the Trust or the Trust's
Affiliates.

      "Debenture Issuer" means the Parent in its capacity as the issuer of the
Debentures. "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

      "Delaware Trustee" has the meaning set forth in Section 3.01.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time or any successor legislation.

      "Indemnified Person" means (a) any Trustee; (b) any Affiliate of any
Trustee; (c) any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee; or (d) any employee or
agent of the Trust or its Affiliates.

      "Parent" means International Paper Company, a New York corporation, or
any successor entity in a merger.


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<PAGE>


      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

      "Preferred Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set
out in any amendment to this Declaration.

      "Regular Trustee" means any Trustee other than the Delaware Trustee and
the Property Trustee (as hereinafter defined).

      "Securities" means the Common Securities and the Preferred Securities.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Sponsor" means the Parent in its capacity as sponsor of the Trust.

      "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss.3801 et seq., as it may be amended from time to time.

      "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance
with the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.


                                   ARTICLE 2
                                  ORGANIZATION

      SECTION 2.01. Name. The Trust created by this Declaration is named
"International Paper Capital Trust VI." The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the Regular
Trustees.

      SECTION 2.02. Office. The address of the principal office of the Trust is
c/o International Paper Company, 400 Atlantic Street, Stamford, Connecticut
06921. At any time, the Regular Trustees may designate another principal
office.

      SECTION 2.03. Purpose. The exclusive purposes and functions of the Trust
are (a) to issue and sell Securities and use the proceeds from such sale to
acquire the Debentures, and (b) except as otherwise limited herein, to engage
in only those other activities necessary, or incidental thereto. The Trust
shall not


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borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

      SECTION 2.04. Authority. Subject to the limitations provided in this
Declaration, the Regular Trustees shall have exclusive and complete authority
to carry out the purposes of the Trust. An action taken by the Regular Trustees
in accordance with their powers shall constitute the act of and serve to bind
the Trust. In dealing with the Regular Trustees acting on behalf of the Trust,
no person shall be required to inquire into the authority of the Regular
Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of the Regular Trustees as set forth in
this Declaration.

      SECTION 2.05. Title to Property of the Trust. Legal title to all assets
of the Trust shall be vested in the Trust.

      SECTION 2.06. Powers of the Trustees. The Regular Trustees shall have the
exclusive power and authority to cause the Trust to engage in the following
activities:

      (a) to issue and sell the Preferred Securities and the Common Securities
in accordance with this Declaration; provided, however, that the Trust may
issue no more than one series of Preferred Securities and no more than one
series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities and the issuance of the
Securities shall be limited to a one-time, simultaneous issuance of both
Preferred Securities and Common Securities;

      (b) in connection with the issue and sale of the Preferred Securities, at
the direction of the Sponsor, to:

            (i) execute, if necessary, an offering circular (the "Offering
      Circular") in preliminary and final form prepared by the Sponsor, in
      relation to the offering and sale of Preferred Securities to qualified
      institutional buyers in reliance on Rule 144A under the Securities Act of
      1933, as amended (the "Securities Act") and outside the United States to
      non-U.S. persons in offshore transactions in reliance on Regulation S
      under the Securities Act;

            (ii) execute and file with the Commission, at such time as
      determined by the Sponsor, a registration statement filed on Form S-3


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      prepared by the Sponsor, including any amendments thereto in relation to
      the Preferred Securities;

            (iii) execute and file any documents prepared by the Sponsor, or
      take any acts as determined by the Sponsor to be necessary in order to
      qualify or register all or part of the Preferred Securities in any State
      or foreign jurisdiction in which the Sponsor has determined to qualify or
      register such Preferred Securities for sale;

            (iv) execute and file an application, prepared by the Sponsor, to
      the Private Offerings, Resale and Trading through Automated Linkages
      ("PORTAL") Market and at such time as determined by the Sponsor to the
      New York Stock Exchange or any other national stock exchange or the
      Nasdaq National Market for listing or quotation of the Preferred
      Securities;

            (v) to execute and deliver letters, documents, or instruments with
      the Depository Trust Company relating to the Preferred Securities;

            (vi) execute and file with the Commission, at such time as
      determined by the Sponsor, a registration statement on Form 8-A,
      including any amendments thereto, prepared by the Sponsor relating to the
      registration of the Preferred Securities under Section 12(b) of the
      Exchange Act; and

            (vii) execute and enter into purchase agreements, registration
      rights agreements and other related agreements providing for the sale of
      the Preferred Securities;

      (c) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and provide for reasonable compensation for such services;

      (d) to incur expenses which are necessary or incidental to carry out any
of the purposes of this Declaration, which expenses shall be paid for the
Sponsor in all respects; and

      (e) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

      SECTION 2.07. Filing of Certificate of Trust. On or after the date of
execution of this Declaration, the Trustees shall cause the filing of the
Certificate


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of Trust for the Trust in the form attached hereto as Exhibit A with the
Secretary of State of the State of Delaware.

      SECTION 2.08. Duration of Trust. The Trust, absent termination pursuant
to the provisions of Section 5.02, shall have existence until forty (40) years
from the date hereof.

      SECTION 2.09. Responsibilities of the Sponsor. In connection with the
issue and sale of the Preferred Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

      (a) to prepare, if necessary, the Offering Circular, and to prepare for
filing by the Trust with the Commission the registration statement on Form S-3,
including any amendments thereto;

      (b) to determine the States and foreign jurisdictions in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must be
taken by the Trust, and advise the Trust of actions it must take, and prepare
for execution and filing any documents to be executed and filed by the Trust,
as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such States and foreign jurisdictions;

      (c) to prepare for filing by the Trust an application to PORTAL and to
the New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing or quotation of the Preferred Securities;

      (d) to prepare for filing by the Trust with the Commission a registration
statement on Form 8-A relating to the registration of the Preferred Securities
under Section 12(b) of the Exchange Act, including any amendments thereto; and

      (e) to negotiate the terms of purchase agreements, registration rights
agreements and other related agreements providing for the sale of the Preferred
Securities.


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                                   ARTICLE 3
                                    TRUSTEES

      SECTION 3.01. Trustees. The initial number of Trustees shall be four (4),
and thereafter the number of Trustees shall be such number as shall be fixed
from time to time by a written instrument signed by the Sponsor. The Sponsor is
entitled to appoint or remove without cause any Trustee at any time; provided,
however, that the number of Trustees shall in no event be less than four (4);
and provided further that one Trustee, in the case of a natural person, shall
be a person who is a resident of the State of Delaware or which, if not a
natural person, an entity which has its principal place of business in the
State of Delaware (the "Delaware Trustee"). Except as expressly set forth in
this Declaration, any power of the Regular Trustees may be exercised by, or
with the consent of, a majority of the Regular Trustees.

      The initial Regular Trustees shall be:

      Tobin J. Treichel

      Rosemarie A. Loffredo

      David R. Whitehouse

      The initial Delaware Trustee shall be:

      The Bank of New York (Delaware)

      Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of the Trust Indenture Act of 1939, as amended, by the execution
of an amendment to this Declaration executed by the Regular Trustees, the
Sponsor, the Property Trustee and the Delaware Trustee.

      SECTION 3.02. Delaware Trustee. Notwithstanding any other provision of
this Declaration, the Delaware Trustee in its capacity as Delaware Trustee
shall not be entitled to exercise any of the powers, nor shall the Delaware
Trustee in its capacity as Delaware Trustee have any of the duties and
responsibilities of the Regular Trustees described in this Declaration. The
Delaware Trustee in its capacity as Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of ss. 3807 of the
Statutory Trust Act.

      SECTION 3.03.  Execution of Documents.  (a) Unless otherwise determined
by the Regular Trustees, and except as otherwise required by the Statutory Trust


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Act, any Regular Trustee is authorized to execute on behalf of the Trust any
documents which the Regular Trustees have the power and authority to cause the
Trust to execute pursuant to Section 2.06; provided, that, the registration
statement referred to in Section 2.06(b)(i), including any amendment thereto,
shall be signed by a majority of the Regular Trustees; and

      (b) a Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section
2.06.


                                   ARTICLE 4
     LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

      SECTION 4.01. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions; and

      (b) an Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to Holders of Securities might properly be paid.

      SECTION 4.02. Fiduciary Duty. (a) To the extent that, at law or in
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity, are


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agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person;

      (b) unless otherwise expressly provided herein:

            (i) whenever a conflict of interest exists or arises between
      Covered Persons; or

            (ii) whenever this Declaration or any other agreement contemplated
      herein or therein provides that an Indemnified Person shall act in a
      manner that is, or provides terms that are, fair and reasonable to the
      Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise; and

      (c) whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

            (i) in its "discretion" or under a grant of similar authority, the
      Indemnified Person shall be entitled to consider such interests and
      factors as it desires, including its own interests, and shall have no
      duty or obligation to give any consideration to any interest of or
      factors affecting the Trust or any other Person; or

            (ii) in its "good faith" or under another express standard,

the Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration or by
applicable law.

      SECTION 4.03.  Indemnification.  (a) To the fullest extent permitted by
applicable law, the Sponsor shall indemnify and hold harmless each Indemnified
Person from and against any loss, damage or claim incurred by such Indemnified
Person by reason of any act or omission performed or omitted by such


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Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of negligence or
willful misconduct with respect to such acts or omissions; and

      (b) to the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Sponsor prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Sponsor of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified as authorized in
Section 4.03(a).

      SECTION 4.04. Outsider Businesses. Any Covered Person and the Delaware
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders of Securities shall
have no rights by virtue of this Declaration in and to such independent
ventures or the income or profits derived therefrom and the pursuit of any such
venture, even if competitive with the business of the Trust, shall not be
deemed wrongful or improper. No Covered Person or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the
Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person and the Delaware
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person and the Delaware Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for or
may act on any committee or body of holders of, securities or other obligations
of the Sponsor or its Affiliates.


                                   ARTICLE 5
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

      SECTION 5.01. Amendments. At any time before the issue of any Securities,
this Declaration may be amended by, and only by, a written instrument executed
by all of the Regular Trustees and the Sponsor; provided, however, that if the
amendment affects the rights, powers, duties, obligations or immunities of


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the Delaware Trustee, the amendment shall also be approved in writing by the
Delaware Trustee.

      SECTION 5.02.  Termination of Trust.  (a) The Trust shall terminate and be
of no further force or effect:

            (i) upon the bankruptcy of the Sponsor;

            (ii) upon the filing of a certificate of dissolution or its
      equivalent with respect to the Sponsor or the revocation of the Sponsor's
      charter or of the Trust's certificate of trust;

            (iii) upon the entry of a decree of judicial dissolution of the
      Sponsor, or the Trust; and

            (iv) before the issue of any Securities, with the consent of all of
      the Regular Trustees and the Sponsor; and

      (b) as soon as is practicable after the occurrence of an event referred
to in Section 5.02(a), the Trustees shall file a certificate of cancellation
with the Secretary of State of the State of Delaware.

      SECTION 5.03. Governing Law. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

      SECTION 5.04. Headings. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

      SECTION 5.05. Successors and Assigns. Whenever in this Declaration any of
the parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included, and all covenants and agreements in this
Declaration by the Sponsor and the Trustees shall bind and inure to the benefit
of their respective successors and assigns, whether so expressed.

      SECTION 5.06. Partial Enforceability. If any provision of this
Declaration, or the application of such provision to any Person or
circumstance, shall be held invalid, the remainder of this Declaration, or the
application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.


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      SECTION 5.07. Counterparts. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.


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      IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written


Tobin J. Treichel
as Trustee

/s/ Tobin J. Treichel
--------------------------------------



Rosemarie A. Loffredo
as Trustee

/s/ Rosemarie A. Loffredo
---------------------------------------



David R. Whitehouse
as Trustee

/s/ David R. Whitehouse
--------------------------------------


The Bank of New York (Delaware),
as Delaware Trustee


By: /s/ Patrick Burns
   -----------------------------------
   Name:  Patrick Burns, SVP
   Title: Authorized Signatory


International Paper Company,
as Sponsor


By: /s/ Barbara L. Smithers
   -----------------------------------
   Name:  Barbara L. Smithers
   Title: Vice President and Secretary


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