August 30, 2024

Andrew Silvernail
Chief Executive Officer
International Paper Co.
6400 Poplar Avenue
Memphis, Tennessee 38197

       Re: International Paper Co.
           Preliminary Proxy Statement on Schedule 14A
           Filed August 23, 2024
           File No. 001-03157
Dear Andrew Silvernail:

       We have reviewed your filing and have the following comment.

       Please respond to this letter within ten business days by providing the 
requested
information or advise us as soon as possible when you will respond. If you do 
not believe a
comment applies to your facts and circumstances, please tell us why in your 
response.

       After reviewing your response to this letter, we may have additional 
comments.

Preliminary Proxy Statement on Schedule 14A filed August 23, 2024
General

1.     We note your disclosure that the New International Paper Shares will be 
issued pursuant
       to an exemption from the registration requirements provided by Section 
3(a)(10) of the
       Securities Act. Please provide us with a detailed factual and legal 
analysis setting forth
       why you believe you may rely on this exemption. Please also revise your 
disclosure where
       appropriate in the proxy statement to discuss the exemption in further 
detail. Refer to
       Staff Legal Bulletin No. 3A.
        We remind you that the company and its management are responsible for 
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or 
absence of action
by the staff.

       Please contact Erin Donahue at 202-551-6063 or Evan Ewing at 
202-551-5920 with
any questions.
 August 30, 2024
Page 2



                      Sincerely,

                      Division of Corporation Finance
                      Office of Manufacturing
cc:   Lorenzo Corte