8-K

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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                February 2, 2004
- -------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                           INTERNATIONAL PAPER COMPANY
                           ---------------------------
             (Exact name of registrant as specified in its charter)

                                                            
          New York                       1-3157                   13-0872805
- -------------------------------------------------------------------------------
(State or other jurisdiction         (Commission                (IRS Employer
      of incorporation)              File Number)             Identification No.)



   400 Atlantic Street, Stamford, Connecticut                       06921
- -------------------------------------------------------------------------------
   (Address of principal executive offices)                       (Zip Code)





                                  203-541-8000
                                  ------------
              (Registrant's telephone number, including area code)


            ---------------------------------------------------------
          (Former name or former address, if changed since last report)









                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


               
Item 1.           Changes in Control of Registrant.

                  N/A

Item 2.           Acquisition or Disposition of Assets.

                  N/A

Item 3.           Bankruptcy or Receivership.

                  N/A

Item 4.           Changes in Registrant's Certifying Accountant.

                  N/A

Item 5.           Other Events and Regulation FD Disclosure.

                  Attached and incorporated herein by reference as Exhibit 99.1
                  is a copy of a press release of International Paper Company
                  dated February 2, 2004 reporting International Paper Company's
                  earnings for the fourth quarter 2003.

Item 6.           Resignations of Registrant's Directors

                  N/A

Item 7.           Financial Statements and Exhibits.

                  (99.1) Press Release issued by International Paper Company
                  dated February 2, 2004, announcing fourth-quarter 2003
                  earnings.

                  (99.2) Slides to be presented at a Company webcast and
                  conference call to be held on February 2, 2004 at 10:00 a.m.
                  EST.








               
Item 8.           Change in Fiscal Year.

                  N/A

Item 9.           Regulation FD Disclosure.




At 10:00 a.m. EST today, the Company will hold a webcast and a conference call
to discuss earnings and current market conditions. Slides attached as Exhibit
99.2 will be shown at the webcast and discussed in the conference call to be
held at the same time.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                         INTERNATIONAL PAPER COMPANY
                                         ---------------------------
                                                (Registrant)


Date: February 2, 2004                      By /s/ Andrea L. Dulberg
Stamford, Connecticut                          ---------------------
                                               Andrea L. Dulberg
                                               Assistant Secretary



                         STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as...................... 'r'

EX-99

[INTERNATIONAL PAPER LOGO]

                                                       INTERNATIONAL PAPER PLAZA
                                                       400 ATLANTIC STREET
                                                       STAMFORD, CT 06921
News Release

Media Contacts:     Jennifer Boardman, 203-541-8407
                    Kathleen Bark, 203-541-8418

Investor Contact:   Darial Sneed, 203-541-8541
                    Brian Turcotte, 203-541-8632

     International Paper Reports Fourth-Quarter and Full-Year 2003 Earnings

     o    Net earnings in fourth quarter 2003 were $48 million versus net loss
          of $130 million in 2002 fourth quarter.

STAMFORD, Conn. - Feb. 2, 2004 - International Paper (NYSE: IP) today reported
2003 fourth-quarter net earnings of $48 million ($0.10 per share), compared with
a net loss of $130 million ($0.27 per share) in the fourth quarter 2002 and net
earnings of $122 million ($0.25 per share) in the third quarter 2003. For the
2003 full year, International Paper reported net earnings of $302 million ($0.63
per share) compared with a net loss of $880 million ($1.83 per share) in 2002.
Amounts in all periods include the effects of special items.

Fourth-quarter 2003 net sales rose to $6.5 billion, compared with 2002
fourth-quarter net sales of $6.3 billion, and 2003 third-quarter sales of $6.4
billion. Sales for the full year in 2003 were $25.2 billion compared with $25.0
billion in 2002.

Before special items, earnings for the 2003 fourth quarter were $110 million
($0.23 per share), compared with 2002 fourth-quarter earnings before special
items of $160 million ($0.33 per share) and third-quarter 2003 earnings before
special items of $117 million ($0.24 per share).

Fourth-quarter 2003 earnings included a $20 million reduction in the provision
for income taxes ($0.04 per share) reflecting a reduction in the full-year
effective tax rate, excluding special items and accounting changes, to 22
percent from the 25 percent estimated in the 2003 third quarter. The reduction
in the rate was due to a higher proportion of taxable income in lower tax rate
jurisdictions.

For the year 2003, International Paper reported earnings before special items of
$384 million ($0.80 per share), compared with 2002 full-year earnings of $540
million ($1.12 per share) before special items.









"Despite the normal seasonal slowdown in demand and continued price pressure in
uncoated paper and industrial packaging, we benefited from improved pricing in
lumber and plywood as well as pulp," said John Faraci, International Paper
chairman and chief executive officer. "Overall, the business environment was
tough throughout 2003, with demand lagging U.S. economic growth - especially for
paper and packaging products -- and weak pricing. However, good operational
performance and our continued focus on improving our internal costs and product
mix partially offset high raw material and pension costs. This concentration on
customers and focusing on the costs we can control are giving us significant
traction, which will enhance our earnings as the economy improves."

Commenting on the coming year, Faraci said, "We expect a slow start in the first
quarter, with mixed pricing and continued high costs for energy and wood.
However, there are clear signs of momentum in the U.S. and world economies, and
for the balance of 2004, we see demand and pricing improving for containerboard,
uncoated free sheet and pulp."

Effects of Special Items

Special items in the 2003 fourth quarter included a pretax charge of $101
million ($61 million after taxes and minority interest) for restructuring and
other costs, $21 million ($26 million after taxes) of net losses on sales and
impairments of businesses held for sale and a $23 million credit ($15 million
after taxes) for the net reversal of restructuring and realignment reserves no
longer required. In addition, a $13 million decrease in the income tax
provision, after minority interest, was recorded in the fourth quarter
reflecting a favorable settlement with Australian tax authorities of net
operating loss carryforward credits. The $101 million charge for restructuring
and other costs included $91 million ($55 million after taxes and minority
interest) for facility closures and organizational restructuring programs, $29
million ($18 million after taxes) for additional legal reserves, and a credit of
$19 million ($12 million after taxes) for gains on early extinguishment of debt.
The net after-tax effect of these special items was an expense of $0.12 per
share. Additionally, an after-tax charge of $3 million ($0.01 per share) was
recorded for the cumulative effect of an accounting change for the adoption of
the provisions of Financial Interpretation No. 46, Consolidation of Variable
Interest Entities, for a total expense of $0.13 per share in the quarter from
special items and accounting changes.

Fourth-quarter 2002 special items consisted of a pre-tax charge of $147 million
($98 million after taxes and minority interest) for restructuring and other
costs, a pre-tax charge of $450 million ($278 million after taxes) for additions
to existing exterior siding and roofing legal reserves, a pre-tax credit of $10
million ($4 million after taxes) to adjust accrued costs of businesses sold, a
pre-tax credit of $58 million ($36 million after taxes) for the net reversal of
restructuring and realignment reserves no longer required, and a $46 million
credit for an adjustment of deferred state income tax reserves. The $147 million
charge for restructuring and other costs included $101 million ($71 million
after taxes and minority interest) for facility closures, administrative
realignment severance costs, and cost reduction actions, and $46 million ($27
million after taxes and minority interest) for early debt retirement costs. The
net after-tax effect of these special items was an expense of $0.60 per share.

Special items in the 2003 third quarter included a pre-tax charge of $93 million
($59 million after taxes), including $33 million for facility closure costs, $38
million for severance costs associated with organizational restructuring
programs, $8 million for early debt retirement costs, and $14









million for additional legal reserves; a pre-tax charge of $1 million ($1
million after taxes) to adjust costs of businesses previously sold; and a
pre-tax credit of $8 million ($5 million after taxes) for the net reversal of
restructuring and realignment reserves no longer required. In addition, a
decrease in the income tax provision of $60 million was recorded reflecting a
favorable revision of estimated tax reserves upon filing of the 2002 federal
income tax return and increased research and development credits. The net
after-tax effect of these items was income of $0.01 per share.

Segment Information

Operating profits of $454 million for the fourth quarter of 2003 were down from
the third-quarter operating profits of $489 million due to higher costs.
Operating profits were below fourth-quarter 2002 operating profits of $486
million, due to higher raw material costs, lower prices, and weaker volumes,
which were partially offset by cost improvements.

Fourth-quarter 2003 segment operating profits and business trends compared with
the third quarter of 2003 are as follows:

Fourth-quarter operating profits for Printing Papers were $66 million compared
with third-quarter 2003 operating profits of $120 million. During the quarter,
pulp volume and average price realizations were up, however volumes for uncoated
free sheet were down slightly and average pricing was also lower. The coated
business continued to be hampered by import pressures due to weak overseas
demand, and coated volumes were lower as the catalog season ended.

Industrial and Consumer Packaging operating profits were $100 million in the
fourth quarter, compared with $107 million in the third quarter, as lower prices
were partially offset by higher sales volumes in containerboard and bleached
board.

The company's distribution business, xpedx, reported operating profits of $21
million for the fourth quarter 2003 compared with operating profits in the third
quarter of $24 million, as sales volumes were down in the printing papers,
facility supplies and graphics segments.

Fourth-quarter Forest Products operating profits of $236 million were up from
$201 million in the third quarter 2003 as higher lumber and plywood prices more
than offset lower volumes.

Operating profits at Carter Holt Harvey, International Paper's 50.5 percent
owned subsidiary in New Zealand, were $14 million in the fourth quarter,
compared with third-quarter operating profits of $19 million as a result of
lower export volumes and earnings, driven by higher freight costs and the weaker
U.S. dollar.

Fourth-quarter 2003 corporate net expenses of $144 million were in line with
third-quarter 2003 net expenses of $138 million but higher than fourth-quarter
2002 net expenses of $51 million. The increase between the fourth quarter 2002
and fourth quarter 2003 was largely due to higher pension, supply chain
initiative, and inventory-related costs. The 2002 fourth quarter also included a
gain from the sale of stock obtained from an insurance company demutualization.
Full year 2003 corporate net expenses were $466 million as compared to $253
million of net expense in 2002 with year-over-year increases attributable to
higher 2003 pension and supply chain









initiative costs, offset in part by gains on energy hedging transactions. In
addition, 2002 included gains from the insurance company demutualization stock
sale and foreign exchange.

The company will hold a webcast to discuss earnings and current market
conditions at 10 a.m. (EST) today. All interested parties are invited to listen
to the webcast live via the company's Internet site at
http://www.internationalpaper.com by clicking on the Investor Information
button. Persons who wish to listen to the live earnings webcast must
pre-register at the site prior to the webcast. A replay of the webcast will also
be available on the Web site beginning at 1 p.m. (EST) this afternoon.

International Paper (http://www.internationalpaper.com) is the world's largest
paper and forest products company. Businesses include paper, packaging, and
forest products. As one of the largest private forest landowners in the world,
the company manages its forests under the principles of the Sustainable Forestry
Initiative 'r' (SFI) program, a system that ensures the continual planting,
growing and harvesting of trees while protecting wildlife, plants, soil, air and
water quality. Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more than 120 nations.

                                      # # #

Statements in this press release that are not historical are forward-looking.
These statements are subject to risks and uncertainties that could cause actual
results to differ materially, including but not limited to, the strength of
demand for the company's products and changes in overall demand, the effects of
competition from foreign and domestic producers, the level of housing starts,
changes in the cost or availability of raw materials, unanticipated expenditures
related to the cost of compliance with environmental and other governmental
regulations, the ability of the company to continue to realize anticipated cost
savings, performance of the company's manufacturing operations, results of legal
proceedings, changes related to international economic conditions, changes in
currency exchange rates, particularly the relative value of the U.S. dollar to
the Euro, economic conditions in developing countries, specifically Brazil and
Russia, the current military action in Iraq and the war on terrorism. We
undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise. These and
other factors that could cause or contribute to actual results differing
materially from such forward looking statements are discussed in greater detail
in the company's Securities and Exchange Commission filings.









                               International Paper
                        Summary of Consolidated Earnings
                            Preliminary and Unaudited
            (In millions except for net sales and per share amounts)



                                                          Three Months Ended            Twelve Months Ended
                                                             December 31,                   December 31,
                                                        ----------------------        -----------------------
                                                         2003            2002          2003             2002
                                                        ------          ------        ------          -------
                                                                                          
Net Sales (In billions)                                 $  6.5          $  6.3        $ 25.2          $  25.0
                                                        ------          ------        ------          -------
Earnings (Loss) Before Interest, Income Taxes,
   Minority Interest, and Cumulative Effect of
   Accounting Changes                                      226 (a)         (79)(f)     1,112 (d)        1,154 (h)

         Interest expense, net                             185 (b)         193           766 (b)          783
                                                        ------          ------        ------          -------
Earnings (Loss) Before Income Taxes, Minority
   Interest, and Cumulative Effect of
   Accounting Changes                                       41 (a)        (272)(f)       346 (d)          371 (h)

         Income tax provision (benefit)                    (34)(a,c)      (172)(f,g)     (92)(c,d,e)      (54)(g,h)

         Minority interest expense, net of taxes            24 (a,b,c)      30 (f)       123 (b,c,d)      130 (h)
                                                        ------          ------        ------          -------

Earnings (Loss) Before Cumulative Effect of
   Accounting Changes                                       51 (a,c)      (130)(f,g)     315 (c,d,e)      295 (g,h)
      Cumulative Effect of Accounting Changes:
         Asset Retirement Obligations, net of taxes         --              --           (10)              --
         Variable Interest Entities, net of taxes           (3)             --            (3)              --
         Transitional goodwill impairment charge, net
            of minority interest                            --              --            --           (1,175)
                                                        ------          ------        ------          -------

Net Earnings (Loss)                                     $   48 (a,c)    $ (130)(f,g)  $  302 (c,d,e)  $  (880)(g,h)
                                                        ======          ======        ======          =======

Earnings (Loss) Per Common Share Before
   Cumulative Effect of Accounting Changes              $ 0.11 (a,c)    $(0.27)(f,g)  $ 0.66 (c,d,e)  $  0.61 (g,h)

Earnings (Loss) Per Common Share -
      Cumulative Effect of Accounting Changes:
         Asset Retirement Obligations - SFAS 143            --              --         (0.02)              --
         Variable Interest Entities, net of taxes        (0.01)             --         (0.01)              --
         Goodwill Impairment - SFAS 142                     --              --            --          $ (2.44)
                                                        ------          ------        ------          -------

Earnings (Loss) Per Common Share                        $ 0.10 (a,c)    $(0.27)(f,g)  $ 0.63 (c,d,e)  $ (1.83)(g,h)
                                                        ======          ======        ======          =======
Earnings (Loss) Per Common Share -
   Assuming Dilution                                    $ 0.10 (a,c)    $(0.27)(f,g)  $ 0.63 (c,d,e)  $ (1.83)(g,h)
                                                        ======          ======        ======          =======

Average Shares of Common Stock Outstanding               480.7           479.6         479.6            481.4
                                                        ======          ======        ======          =======


(a)  Includes a $101 million charge before taxes and minority interest ($61
     million after taxes and minority interest) for facility closures and
     organizational restructuring programs, net gains on early debt
     extinguishment, and additional legal reserves; a pre-tax charge of $21
     million ($26 million after taxes) for net losses on sales and impairments
     of businesses held for sale; and a credit of $23 million before taxes ($15
     million after taxes) for the net reversal of restructuring and realignment
     reserves no longer required.

(b)  Includes an increase in interest expense and a decrease in minority
     interest expense of approximately $22 million and $44 million for the three
     and twelve months ended December 31, 2003, respectively, related to the
     adoption of FIN 46R.

(c)  Includes a decrease of $26 million before minority interest ($13 million
     after minority interest) in the income tax provision related to a
     settlement of Australian net operating loss carryforward credits.









(d)  Includes a $298 million charge before taxes and minority interest ($184
     million after taxes and minority interest) for facility closures and
     organizational restructuring programs, net gains on early debt
     extinguishment, and additional legal reserves; a pre-tax charge of $32
     million ($33 million after taxes) for net losses on sales and impairments
     of businesses held for sale; and a credit of $40 million before taxes and
     minority interest ($25 million after taxes and minority interest) for the
     net reversal of restructuring and realignment reserves no longer required.

(e)  Includes decreases of $110 million in the income tax provision reflecting a
     revision of estimated tax reserves upon filing of the 2002 Federal income
     tax return and settlements of prior period tax issues.

(f)  Includes a charge of $147 million before taxes and minority interest ($98
     million after taxes and minority interest) for facility closures,
     administrative realignment severance costs, cost reduction actions, and
     early debt retirement costs; a pre-tax charge of $450 million ($278 million
     after taxes) for additions to existing exterior siding and roofing legal
     reserves; a pre-tax credit of $58 million ($36 million after taxes) for the
     net reversal of restructuring and realignment reserves no longer required;
     and a credit of $10 million before taxes ($4 million after taxes) to adjust
     accrued costs of businesses sold.

(g)  Includes a decrease of $46 million in the income tax provision for a
     reduction of deferred state income tax liabilities.

(h)  Includes a $245 million charge before taxes and minority interest ($157
     million after taxes and minority interest) for facility closures,
     administrative realignment severance costs, cost reduction actions, and
     early debt retirement costs; a pre-tax charge of $450 million ($278 million
     after taxes) for additions to existing exterior siding and roofing legal
     reserves; a credit of $41 million before taxes and minority interest ($101
     million after taxes and minority interest) for net losses on sales and
     impairments of businesses held for sale; and a pre-tax credit of $68
     million ($43 million after taxes) for the net reversal of restructuring and
     realignment reserves no longer required.









                               International Paper
                        Reconciliation of Earnings Before
                      Special Items to Net Earnings (Loss)
                            Preliminary and Unaudited
                   (In millions except for per share amounts)



                                                  Three Months Ended   Twelve Months Ended
                                                     December 31,          December 31,
                                                  ------------------   -------------------
                                                     2003    2002         2003     2002
                                                     ----   -----        -----   -------
                                                                     
Earnings Before Special Items (1)                    $110   $ 160        $ 384   $   540

Restructuring and other charges                       (61)    (98)        (184)     (157)
Exterior siding and roofing litigation reserves        --    (278)          --      (278)
Reversal of reserves no longer required                15      36           25        43
Net gains (losses) on sales and impairments
   of businesses held for sale                        (26)      4          (33)      101
Income tax adjustments                                 13      46          123        46
Cumulative effect of change in accounting
   for variable interest entities                      (3)     --           (3)       --
Cumulative effect of change in accounting
   for asset retirement obligations                    --      --          (10)       --
Cumulative effect of change in accounting
   for transitional goodwill impairment charge         --      --           --    (1,175)
                                                     ----   -----        -----   -------
Net Earnings (Loss) as Reported                      $ 48   $(130)       $ 302   $  (880)
                                                     ====   =====        =====   =======




                                                  Three Months Ended   Twelve Months Ended
                                                     December 31,          December 31,
                                                  ------------------   -------------------
                                                    2003     2002         2003     2002
                                                   ------   ------       ------   ------
                                                                      
Earnings Per Common Share                          $ 0.23   $ 0.33       $ 0.80   $ 1.12
   Before Special Items (1)

Restructuring and other charges                     (0.13)   (0.21)       (0.39)   (0.33)
Exterior siding and roofing litigation reserves        --    (0.58)          --    (0.58)
Reversal of reserves no longer required              0.03     0.08         0.05     0.09
Net gains (losses) on sales and impairments
   of businesses held for sale                      (0.05)    0.01        (0.06)    0.21
Income tax adjustments                               0.03     0.10         0.26     0.10
Cumulative effect of change in accounting
   for variable interest entities                   (0.01)      --        (0.01)      --
Cumulative effect of change in accounting
   for asset retirement obligations                    --       --        (0.02)      --
Cumulative effect of change in accounting
   for transitional goodwill impairment charge         --       --           --    (2.44)
                                                   ------   ------       ------   ------
Earnings (Loss) Per Common Share as Reported       $ 0.10   $(0.27)      $ 0.63   $(1.83)
                                                   ======   ======       ======   ======


(1)  The company  calculates  Earnings  Before  Special  Items by excluding  the
     after-tax  effect of the  adoption of new  accounting  standards  and items
     considered  by  management  to be  unusual  from  the net  earnings  (loss)
     reported  under  generally   accepted   accounting   principles   ("GAAP").
     Management uses this measure to focus on on-going operations,  and believes
     that  it is  useful  to  investors  because  it  enables  them  to  perform
     meaningful comparisons of past and present operating results. International
     Paper believes that using this  information  along with net earnings (loss)
     provides  for a more  complete  analysis  of the results of  operations  by
     quarter.  Net earnings (loss) is the most directly comparable GAAP measure.









                               International Paper
                     Sales and Earnings by Industry Segment
                            Preliminary and Unaudited
                                  (In millions)

Sales by Industry Segment



                                                  Three Months Ended   Twelve Months Ended
                                                     December 31,          December 31,
                                                  ------------------   -------------------
                                                    2003     2002        2003       2002
                                                   ------   ------      -------   -------
                                                                      
Printing Papers                                    $1,885   $1,910      $ 7,555   $ 7,510
Industrial and Consumer Packaging                   1,600    1,540        6,200     6,095
Distribution                                        1,565    1,630        6,230     6,345
Forest Products                                       810      765        3,025     3,090
Carter Holt Harvey                                    635      520        2,250     1,910
Specialty Businesses and Other (1)                    300      330        1,305     1,535
Less: Intersegment Sales                             (328)    (405)      (1,386)   (1,509)
                                                   ------   ------      -------   -------

                                                   $6,467   $6,290      $25,179   $24,976
                                                   ======   ======      =======   =======


Earnings by Industry Segment



                                                  Three Months Ended   Twelve Months Ended
                                                     December 31,          December 31,
                                                  ------------------   -------------------
                                                     2003    2002         2003     2002
                                                    -----   -----        ------   ------
                                                                      
Printing Papers                                     $  66   $ 157        $  451   $  519
Industrial and Consumer Packaging                     100     116           417      517
Distribution                                           21      28            82       92
Forest Products                                       236     156           741      700
Carter Holt Harvey                                     14      16            58       56
Specialty Businesses and Other (1)                     17      13            52       51
                                                    -----   -----        ------   ------

Operating Profit                                      454     486         1,801    1,935

Interest expense, net                                (185)   (193)         (766)    (783)
Minority interest (2)                                  15      15            67       58
Corporate items, net                                 (144)    (51)         (466)    (253)
Restructuring and other charges                      (101)   (597)         (298)    (695)
Net (gains) losses on sales and impairments of
   businesses held for sale                           (21)     10           (32)      41
Reversal of reserves no longer required                23      58            40       68
                                                    -----   -----        ------   ------

Earnings before income taxes, minority interest
   and cumulative effect of accounting changes      $  41   $(272)       $  346   $  371
                                                    =====   =====        ======   ======


(1)  Includes Arizona Chemical,  Industrial Papers, and Chemical Cellulose Pulp,
     as well as other smaller businesses identified in our divestiture program.

(2)  Operating profits for industry  segments include each segment's  percentage
     share of the profits of subsidiaries included in that segment that are less
     than wholly owned. The pre-tax minority interest for these  subsidiaries is
     added here to present consolidated  earnings before income taxes,  minority
     interest, and cumulative effect of accounting changes.









                               International Paper
                           Supplemental Financial Data
                            Preliminary and Unaudited

Financial Data (In millions)



                                                  Three Months Ended    Twelve Months Ended
                                                     December 31,           December 31,
                                                  -------------------   -------------------
                                                      2003   2002          2003     2002
                                                      ----   ----         ------   ------
                                                                       
Depreciation, amortization and cost of
   timber harvested                                   $418   $393         $1,644   $1,587
                                                      ====   ====         ======   ======

Investment in capital projects (1)                    $463   $392         $1,166   $1,009
                                                      ====   ====         ======   ======


(1)  Includes $2 million and $4 million of spending for businesses held for sale
     for the three months and twelve months ended December 31, 2003,
     respectively. Includes $2 million and $6 million of spending for businesses
     held for sale for the three months and twelve months ended December 31,
     2002, respectively.









                               International Paper
                        Sales Volumes by Product (1) (2)
                            Preliminary and Unaudited

International Paper Consolidated (excluding Carter Holt Harvey)



                                                  Three Months Ended   Twelve Months Ended
                                                     December 31,         December 31,
                                                  ------------------   -------------------
                                                      2003    2002         2003    2002
                                                     -----   -----        -----   -----
                                                                      
Printing Papers (In thousands of short tons)
   Uncoated Papers and Bristols                      1,563   1,535        6,238   6,332
   Coated Papers                                       532     555        2,113   2,212
   Market Pulp                                         546     545        2,012   2,013

Packaging (In thousands of short tons)
   Containerboard                                      504     459        1,946   1,862
   Bleached Packaging Board                            351     321        1,348   1,247
   Kraft                                               151     154          606     626
   Industrial and Consumer Packaging                 1,112   1,086        4,383   4,372

Forest Products (In millions)
   Panels (sq. ft. 3/8" - basis)                       473     477        2,037   2,233
   Lumber (board feet)                                 882     864        3,573   3,681
   Particleboard (sq. ft. 3/4" - basis)                 --      --           --     129




Carter Holt Harvey (3)
                                                  Three Months Ended   Twelve Months Ended
                                                      December 31,         December 31,
                                                  ------------------   -------------------
                                                      2003   2002          2003   2002
                                                      ----   ----          ----   ----
                                                                       
Printing Papers (In thousands of short tons)
   Uncoated Papers and Bristols                         33     35           132    137
   Market Pulp                                         155    127           499    512

Packaging (In thousands of short tons)
   Containerboard                                      107    108           361    400
   Bleached Packaging Board                             19     21            84     89
   Industrial and Consumer Packaging                    38     37           153    154

Forest Products (In millions)
   Panels (sq. ft. 3/8" - basis)                        44     51           179    200
   Lumber (board feet)                                 128    141           503    546
   MDF and Particleboard (sq. ft. 3/4" - basis)        141    123           582    494


(1) Includes third party and inter-segment sales.

(2) Sales volumes for divested businesses are included through the date of sale.

(3) Includes 100 percent of volumes sold.









                           INTERNATIONAL PAPER COMPANY
                           Consolidated Balance Sheet
                            Preliminary and Unaudited
                                  (In Millions)



                                                    December 31,   December 31,
                                                        2003           2002
                                                    ------------   ------------
                                                                
Assets
Current Assets
   Cash and temporary investments                      $ 2,363        $ 1,074
   Accounts and notes receivable, net                    2,894          2,780
   Inventories                                           2,983          2,879
   Other current assets                                  1,097          1,005
                                                       -------        -------
     Total Current Assets                                9,337          7,738
                                                       -------        -------

Plants, Properties and Equipment, net                   14,275         14,167
Forestlands                                              4,069          3,846
Investments                                                773            227
Goodwill                                                 5,341          5,307
Deferred Charges and Other Assets                        1,730          2,507
                                                       -------        -------
Total Assets                                           $35,525        $33,792
                                                       =======        =======

Liabilities and Common Shareholders' Equity
Current Liabilities
   Notes payable and current maturities
   of long-term debt                                   $ 1,762        $    --
   Accounts payable and accrued liabilities              4,716          4,579
                                                       -------        -------
      Total Current Liabilities                          6,478          4,579
                                                       -------        -------

Long-Term Debt                                          13,775         13,042
Deferred Income Taxes                                    1,598          1,765
Other Liabilities                                        3,636          3,778
Minority Interest                                        1,800          1,449
Mandatorily Redeemable Preferred Securities                 --          1,805

Common Shareholders' Equity
   Invested capital                                      5,156          4,114
   Retained earnings                                     3,082          3,260
                                                       -------        -------
      Total Common Shareholders' Equity                  8,238          7,374

                                                       -------        -------
Total Liabilities and Common Shareholders' Equity      $35,525        $33,792
                                                       =======        =======


Note: December 31, 2003 balances for Investments, Deferred Charges and Other
Assets, Notes Payable and Current Maturities of Long-term Debt, Long-term Debt
and Mandatorily Redeemable Preferred Securities reflect certain changes from the
December 31, 2002 presentation resulting from the application of the provisions
of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities."
Additionally, increases in Cash and Temporary Investments and Long-term Debt
reflect the issuance of approximately $1 billion of notes in December 2003.

EX-99

Fourth Quarter
2003 Review
February 2, 2004

John Faraci
Chairman & CEO
Christopher P. Liddell
SVP & CFO

Forward Looking Statements

Any statements made during this presentation or in the slides accompanying

the presentation that are not historical facts are forward-looking statements

and are subject to risks and uncertainties that could cause actual results to

differ materially. Factors which could cause actual results to differ include,

among other things, the strength of demand for the Company’s products,

changes in overall demand, whether expected non-price improvements

can be realized, the effects of competition from foreign and domestic

producers, the level of housing starts, changes in the cost or availability of

raw materials, unanticipated expenditures relating to the cost of

compliance with environmental and other governmental regulations, the

ability of the Company to continue to realize anticipated cost savings,

performance of the Company’s manufacturing operations, results of legal

proceedings, changes related to international economic conditions,

changes in currency exchange rates, particularly the relative value of the

U.S. dollar to the Euro, economic conditions in developing countries,

specifically Brazil and Russia, and the war on terrorism. We undertake no

obligation to publicly update any forward-looking statements, whether as a

result of new information, future events or otherwise.

Statements Relating to
Non-GAAP Financial Measures

D

uring the course of this presentation, certain non-

U.S. GAAP financial information will be presented.

A reconciliation of those numbers to U.S. GAAP

financial measures is available on the company’s

website at www.internationalpaper.com under

Investor Information.

Key Points

2003   - Tough

4Q’03 - Mixed results

1Q’04 - Jan / Feb slow but definite signs
             of real momentum beyond 1Q

Agenda

Fourth Quarter 2003 Overview

Business Review

2003 Summary

Outlook

Fourth Quarter 2003 Review

Managing costs

Better than 4Q’02, but not as good as 3Q’03

Operations can do better

Volumes

Mixed versus 4Q’02, broadly in line with 3Q’03

Packaging and wood products up

Paper down

Downtime

Will continue to balance our supply with our customer
demand as needed

Prices

Paper, containerboard and box prices down; pulp and wood
products up

Raw materials

Energy and fiber costs remain high

EPS Before Special Items*

1Q

1Q

3Q

1Q

3Q

.08

.75

.53

.28

2000

2001

.55

.46

.24

2Q

.05

.60

4Q

2Q

4Q

1999

.13

.14

.12

.12

.35

2Q

3Q

4Q

1Q

2Q

2002

.33

3Q

.32

4Q

.14

1Q

2003

* A reconciliation to GAAP EPS is available at www.internationalpaper.com under Investor Information

.19

2Q

.24

3Q

4Q

.23

4Q’03 vs. 3Q’03  

EPS before special items

$0.00

$0.10

$0.20

$0.30

$0.40

    $.00

EPS $ / Share

$.24

($.03)

($.02)

$.23

$.02

$.00

$.02

Volume      ( $0.02)

LOO             $0.02

Energy            $0.00

Wood Costs   ($0.02)

3Q03  Tax Rate 19%

4Q03  Tax Rate 11%

2003   Tax Rate 22%

Paper/Pkg.    ( $0.06)

Wood Prod      $0.06

3Q’03

Costs/
Mix

Volume/
LOO

Downtime

Price

Raw
Materials

Interest/
Other

Tax Rate
Change

4Q’03

Special Items – 4th Quarter 2003

$MM

In addition, $(0.01)/share Cumulative Effect of Accounting Change for FIN 46,
Variable Interest Entities

*

Shutdowns/Restructuring

(91)

Legal Reserves

(29)

Debt Extinguishment

19

Restructuring & Other

(101)

Divestitures

(21)

Reserves No Longer Needed

23

(99)

Tax & Minority Interest Impact of above

40

Net Loss

(59)

EPS Impact of Special Items *

$ (0.12)/share  

Printing Papers

1,885

66

Sales

Earnings

4Q’03

3Q’03

$Millions

Uncoated

Coated

Pulp

Europe

(2%)

(10%)

7%

3%

($30)

    Flat

   $10

(€30)

4Q’03 Change vs 3Q’03:

Volume

Realizations/unit

Average IP realization (includes the impact of mix across all grades)
Europe is average commodity cut size price

1,915

120

Packaging

1,600

100

Sales

Earnings

4Q’03

3Q’03

$Millions

Containerboard

U.S. Container

Bleached Board

10%

(3%)

2%

($10)

($5)

    Flat

4Q’03 Change vs 3Q’03:

Volume

Realizations/unit

Average IP realization (includes the impact of mix across all grades)

1,535

107

Forest Products

810

236

Sales

Earnings

4Q’03

3Q’03

$Millions

Lumber

Plywood

(4%)

(12%)

$10

$45

4Q’03 Change vs 3Q’03:

Volume

Realizations/unit

Average IP realization (includes the impact of mix across all grades)

800

201

Includes Forest Resources & Wood Products

Forest Resources

IP owns or manages 8.3 million acres of
forestlands in the U.S.

Significant market value in forestland holdings

Manage forestlands as a portfolio. Value arises
from various activities:

Plant seedlings

Harvest

Recreational and hunting income

Mix varies based on several factors, including

Facility requirements

Stumpage prices

Supply/demand for land sales

Market preference for standing timber, logs, forestlands

Forestland sales

Real estate sales

Standing timber sales

Forest Resources

$Millions

2002

2003

Earnings Sources – Gross Margin

Forestland Expenses

(190)

(157)

Land Utilization (real estate),

Net of Expenses

75

71

Total EBIT

$670

$644

Sale of Forestlands/Standing timber

$461

$462

Harvest & Recreational Income

324

268

Southern Pine Sawtimber Stumpage Prices

1.1%

   1959-2003

Real %

   Trendline

‘03 Trendline Price $38

’03 Current Price $26

Real 2003$

Over a long period, real prices have trended up  

Current prices are 30% below trendline

1959

1963

1967

1971

1975

1979

1983

1987

1991

1995

1999

2003

$0

$10

$20

$30

$40

$50

$60

2003$/Ton

'59-'82 US Forest Service / '83-'03 IP Actual

Trendline '59 - '03

Forest Resources

% of Total IP EBIT

30%

24%

10%

18%

29%

35%

24%

19%

31%

31%

32%

* Excludes Real Estate

Important and relatively stable source of earnings  

On average, contributes 20-30% of IP’s operating earnings

Earnings contribution* to operating earnings

0%

10%

20%

30%

40%

50%

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2003 vs. 2002  

EPS before special items

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

($.03)

EPS $ / Share

$1.12

$.40

($.36)

$.80

($.23)

($.12)

($.13)

$.15

Energy              ($0.15)

Wood Costs      ($0.20)

2002  Tax Rate 29%

2003  Tax Rate 22%

2002

Costs/
Mix

Volume

Price

Energy/
Raw
materials

Pension

Tax rate
change

2003

Other

Non-Price Improvement

EPS variance by quarter 2003 vs. 2002

Cost/mix improvement accelerating,
but offset by higher raw material costs
& tough business environment

EPS $ / Share

0.00

0.10

0.20

0.30

0.40

0.50

(0.40)

(0.30)

(0.20)

(0.10)

(0.05)

(0.08)

(0.13)

(0.10)

(0.36)

0.10

0.13

0.40

(0.03)

(0.03)

(0.03)

(0.02)

0.05

0.01

0.16

1Q

2Q

3Q

4Q

Total '03

Raw Materials

Volume

Cost/Mix Impr.

Energy

Trillion BTUs

$/MMBTU

Natural Gas Consumed

Natural Gas Cost per unit

U.S. mills natural gas consumption

Natural gas consumption at U.S. pulp & paper

mills decreased 25% in 2003 versus 2002

Total US Mill Energy Purchases before Natural Gas Hedges - $MM

$800          $680                $815

0

1

2

3

4

5

6

7

2001

2002

2003

0

20

40

60

80

$4.60

$3.45

$5.80

65

60

45

Energy

Substituting lower cost energy

% of total U. S. mills
MMBTU purchases

% of Total

Natural Gas

Coal

Wood Waste

Fuel Oil

Other

Electricity

$5.80

$1.90

$1.70

$4.40

$12.00

$5.19

2003 avg
cost per mmbtu

8

9

32

24

9

10

23

24

15

17

16

13

0%

100%

2002

2003

2003 Summary

Tough business environment

Demand lagging U.S. economic growth

Weak pricing

Operating earnings down slightly

Cost/mix improvements partially offset significant
negative external factors

Improvement initiatives on track

Improvement Target

Increase ROI to 9% at trend line prices

Non-price improvement progress

Currently experiencing higher raw material
costs and pension expense

Keys to reaching target

Mid-cycle volume and trend line pricing

Energy and wood at more normalized levels

Continue to build on demonstrated capability to take
cost out

Near Term Outlook

Tough start to 1Q’04

Higher wood and energy costs

Demand trends in packaging, wood products,
uncoated paper all positive

Price realizations improve end of quarter

IP has announced first quarter price increases

Containerboard

Softwood pulp

Uncoated free sheet

Medium Term Outlook

Positive

U.S. & world economies have momentum

IP well-positioned

Cost structure

Capacity

Customers

Geographic position

Q & A

Appendix

490

*Downtime is after rationalization actions, excludes maintenance

M  Short Tons

430

380

350

215

65

50

270

Lack of Order Downtime

70

90

240

185

1Q'01

2Q'01

3Q'01

4Q'01

1Q'02

2Q'02

3Q'02

4Q'02

1Q'03

2Q'03

3Q'03

4Q'03

Containerboard

Uncoated papers

Pulp

Coated papers

Bleached Board

European Papers

Europe

10

Bleached Bd

5

Coated

10

Pulp

20

Uncoated

60

Containerboard

80

Average Sales Realizations

266

263

224

Plywood, $/MSF

330

322

315

Lumber, $/MBF

Forest Products

696

687

669

Bleached Board

       $/ton

366

384

392

Containerboard

Packaging

436

429

384

Pulp

724

732

729

Coated

       $/ton

706

761

769

Uncoated

Printing Papers*

Grades

2003

Dec. 2003

Segments

2002

Average Sales Realizations

*

U.S. only, except pulp which includes Canada. Uncoated excludes fine papers

Average IP realization (includes the impact of mix across all grades)

Forest Resources

2002

2003

* Excludes sales of Champion forestlands  over last 3 years  which generated $550+ million of cash

Average sales price/acre

% of appraised value

Number of transactions*

$823

110%

280

$967

130%

548

Forestland prices/acre are increasing in absolute terms
and increasing versus appraised values

Forest Resources

MM Tons

Southern forestland merchantable inventory

Federal

Union Camp

Champion

0

100

200

300

1993

1996

1999

2000

2003

2005

2009

2015

Assumes no future forestland sales

Growing more trees on fewer acres

This is not a forecast. It is for illustrative purposes only

MM Acres

4.3

4.9

6.2

9.4

6.3

6.3

6.3

6.3

Pension Returns

Average annualized returns

2003

26.0%

Past 5 years

6.6%

Past 10 years

9.3%

Portfolio asset allocation (at 12/31/03)

62%

Equity

27%

Debt

11%

Real estate & other

6.00

6.50

7.25

Discount
Rate (%)

8.75

8.75

9.25

Rate of
Return (%)

2004E

2003

2002

$ Millions

2002

2003

2004E

Annual Pension Expense*

Key Variables

Pension Expense

*U.S. plans only.  Pension expense reflects discount rate, service cost,

amortization of previous periods and anticipated return

Income

Expense

(60)

(105)

75

(150)

(100)

(50)

0

50

100

Capital Spending

Depreciation & Amort.

Net Interest Expense¹

Pension Expense²

Effective Tax Rate³

Avg. Shares Outstanding

$ 1.3 B

$ 1.6 B

$ 780 MM

$ 105 MM

     31%

   480 MM

2004 Est

Key Financial Statistics

$ 1.2 B

$ 1.6 B

$ 770 MM

$   60 MM

     22%

   480 MM

2003

$ 1.0 B

$ 1.6 B

$ 780 MM

$ (75) MM

     29%

   481 MM

2002

¹  Expenses related to preferred securities were shown in minority interest expense for first half of
2003 ($50 million) and all of 2002 ($100 million). Going forward, corresponding amounts will be
recorded as net interest expense in accordance with FIN 46
²  U.S. plans only
³ Before special items in 2003

2003 Earnings

$ MM

MM Shares

$/Share

$ MM

$ MM

$ MM

MI – Minority Interest;  Net – Net Income;  ETR – Effective Tax Rate; EPS – Earnings per Share

*  Before effect of accounting change of ($10) after taxes or ($0.02) per share for adoption of SFAS 143 (asset retirement obligations)

** Before effect of accounting change of ($3) after taxes or ($0.01) per share for adoption of FIN 46 (variable interest entities)

A reconciliation to GAAP EPS is available at
www.internationalpaper.com under Investor Information

.11**

Before Special Items

Q1

156

(48)

(40)

68

31%

479.0

.14

Q2

171

(44)

(38)

89

26%

479.0

.19

Q3

169

(32)

(20)

117

19%

479.8

.24

Q4

140

(15)

(15)

110

11%

480.7

.23

636

(139)

(113)

384

22%

479.6

.80

Special Items

Q1

(23)

9

-

(14)

39%

479.0

(.03)

Q2

(82)

82

(1)

(1)

n/a

479.0

.00

Q3

(86)

91

-

5

n/a

479.8

.01

Q4

(99)

49

(9)

(59)

49%

480.7

(.12)

(290)

231

(10)

(69)

80%

479.6

(.14)

Earnings before Accounting Change

Q1

133

(39)

(40)

54*

30%

479.0

.11*

Q2

89

38

(39)

88

n/a

479.0

.19

Q3

83

59

(20)

122

n/a

479.8

.25

Q4

41

34

(24)

51**

n/a

480.7

346

92

(123)

315

n/a

479.6

.66

Pre-Tax

Tax

MI

Net

ETR

Avg. Shares

EPS