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

                                December 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 File Number)         (IRS Employer
of incorporation)                                          Identification No.)

                               400 Atlantic Street
                           Stamford, Connecticut 06921
              (Address and zip code of principal executive offices)

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

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))









ITEM 7.01 REGULATION FD DISCLOSURE

On December 2, 2004, International Paper Company President, Robert M. Amen,
intends to speak at the Smith Barney Global Paper, Forest Products and Packaging
Conference in New York City. Mr. Amen's presentation will include a discussion
of the Company's internal cost reduction goals and a target of reducing debt by
approximately $3 billion to approximately $12 billion within 24 months. In
addition, he will discuss anticipated capital spending levels for 2004 and 2005
and other longer term investment strategies. Mr. Amen's presentation will
highlight the Company's plans to invest in our best performing businesses in
North America, and to expand in Eastern Europe, Brazil and China. Specifically,
Mr. Amen will mention that the Company has commissioned an engineering study to
evaluate potentially building a new eucalyptus pulp or pulp and paper mill in
Tres Lagoas, Brazil, where the Company currently has a land base of nearly
100,000 hectares. The decision whether to build the pulp and paper mill will not
be made until the results of the engineering study are evaluated.

A copy of the slides to be presented at the conference is filed herewith as
Exhibit 99.1 and is herein incorporated by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit 99.1: Slides of International Paper Company, dated December 2, 2004.



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                                   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)


                                            By: /s/ Andrea L. Dulberg
                                                -----------------------------
                                                Name: Andrea L. Dulberg
                                                Title: Assistant Secretary

                                            Date: December 2, 2004


                                       3









                                  EXHIBIT INDEX

Exhibit 99.1: Slides of International Paper Company, dated December 2, 2004.



                                       4

EX-99

9^th Annual Smith Barney Global
Paper, Forest Products and
Packaging Conference

December 2, 2004

Robert M. Amen
President

Forward Looking Statement

tatements on these slides or in this presentation 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,
uncertainty as to whether the sale of Weldwood of Canada, Ltd. will be
completed, the ability of the companies to meet closing conditions, 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 and changes in currency exchange rates.
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

2

S

uring the course of this presentation, certain non-
U.S. GAAP financial information will be presented.
Reconciliations of those numbers to U.S. GAAP
financial measures is available on the company’s
website at www.internationalpaper.comunder
Investor Information

Statements Relating to the Use of
Non-GAAP Financial Measures

3

D

Who We Are

Current Priorities

Deliver Non-Price Improvement

Maintain Financial Discipline

Optimize Capital Allocation

Strengthen the Balance Sheet

Build Stronger Businesses

Divest Non-Strategic Assets

Invest in Best Performing Businesses

Expand in High Return, Growth Markets

Agenda

4

Paper

Packaging

Forest Products

Focus on Three Core
Businesses

Who We Are

Paper

Packaging

Forest Products

52%

23%

20%

% of Revenue

Uncoated &
Coated paper

xpedx

Containerboard
Corrugated containers

Consumer packaging

Harvest trees
Lumber & Plywood

Carter Holt Harvey

Focus on Three Core Businesses

Revenues by geographic region

2003 Total $25 billion

Global Scope

Europe

12%

Pacific Rim

10%

North America

75%

Latin America

3%

7

Increase ROI by 500 basis points to 9% at trend line prices

$1.5 B non-price
improvement

IP Goal

4%

ROI

2003

9%
ROI

ROI Target: To Be Among
                     BEST Industrials

8

Earnings and ROI Improving

3Q’04

$3.6

5.0

2Q’04

$3.2

4.2

2003

$2.9

3.8

EBITDA ($B)

ROI (%)

Annualized

9

9M’04 vs. 9M’03

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90

$1.00

$1.10

$1.20

9M'03

Price

Volume

Cost/Mix

Raw

Material

Hurricane

Land

Sales

Interest

Tax

Pension

Other

9M'04

($.14)

EPS $ / Share

$.56

$.28

$.13

($.05)

($.03)

$.19

  Wood Costs   ($0.07)
  Energy           ($0.04)
  Other             ($0.03)

Sep’03  Tax Rate 25%

Sep’04  Tax Rate 30%

Paper/Pkg.    ($0.22)

Wood Prod     $0.30

$.08

$.04

$.88

($.11)

EPS from cont. ops before special items

($.07)

10

Manufacturing
  Excellence

Supply Chain

Lower S&A/Other

Segmenting

Solutions

New Product

Targeted
  Segments

Market
  Recovery

Lower Costs
& Create
Efficiencies

Improve Mix

Grow Volumes

$1.6

$0.7

($0.8)

Higher Costs/Inflation

$1.5

Non-Price Improvement Target

Target

$0.5

$0.4

($0.5)

   $0.4

2004F

Internal Initiatives

Non price improvement status

$0.4

$0.0

($0.5)

($0.1)

2003

$ billions

11

Financial Discipline

Optimize capital allocation

Maintain capex at 75-85%
of depreciation for 2004/2005
($1.3 - $1.4 billion per year)

Allocate capital to those
businesses with best returns
in North America & elsewhere

Capital Spending

12

Financial Discipline

Committed to maintaining
investment grade ratings

Facilitates access to capital
& attractive cost of capital

Reinforces IP as a bellwether
bond issuer

Targeting $3 billion reduction to
$12 billion debt level (gross)
within 24 months

Reduce debt 2005-2006

Reduce debt

13

Building Stronger Businesses

14

Building Stronger Businesses

Divest non-strategic assets

Invest in best performing strategic businesses

North America

Emerging economies

Expand in fast growing, low cost markets

Eastern Europe

Latin America – focus on Brazil

Asia – focus on China

15

Divest Non-Strategic Assets

Sold CHH Tissue - May 2004

      (Cash to IP $150MM)

Sold minor W. European assets

Selling Weldwood of Canada

Selling 1.1 million acres N.E. Timberlands

Exploring sale of Specialty Papers

CHH exploring options for Forestlands      

640

Proceeds ($MM)

60

950

TBD

250

TBD

16

Box USA Acquisition

Increases integration level in U.S. from 60% to 70%

On track to capture synergies

Facility rationalization

Optimize containerboard mill system

Sharing best practices

Invest in Best Performing Assets

Industrial Packaging

17

0

50

100

150

200

250

300

350

Finland

USA

Sweden

Canada

Japan

Taiwan

Korea

Chile

Brazil

China

Russia

India

Africa

World

kilograms per person

Expand in High Return, Growth Markets

Growth Potential

Consumption at 10 - 15% of U.S. rate

Source: RISI

Per capita paper & board consumption

18

Bangkok,
Thailand

Chengdu, PRC

Taipei, Taiwan

Tianjin, PRC

Guangzhou, PRC

Shanghai, PRC

Dalian, PRC

Fukusaki, Japan

Seoul, S. Korea

Leshan, PRC

Shishou, PRC

2003

Revenue       $210 MM

EBITDA Margin    20%

Expand in High Return, Growth Markets

Asia/China

Industrial Pkg. plants (6)

    Wood products plants (2)

Consumer Pkg. plants (5)

Shenyang, PRC

19

Expand in High Return, Growth Markets

Focus on China

Invest in our packaging business

Evaluate pulp, paper and board options

Ship to China from low cost IP producing areas

Grow via joint ventures and organic growth

Asia/China

20

Svetogorsk,
Russia

Kwidzyn,
Poland

Turkey

2003

Revenue        $630 MM

EBITDA Margin     38%

Expand in High Return, Growth Markets

Eastern Europe     

   Paper mills (3)

Industrial Pkg. plants (4)

21

Expand in High Return, Growth Markets

Expand capacity in uncoated free sheet
and coated board

Focus on organic growth

Limited acquisition opportunities

Eastern Europe        

22

   Market Pulp          65,000 tpy

   Coated Board  160,000 tpy

   Newsprint           100,000 tpy

   UFS                 400,000 tpy

    Kwidzyn, Poland

Expand in High Return, Growth Markets

Growth initiatives in Eastern Europe     
   

23

Liquid Pkg. Board 100,000 tpy

UFS                   300,000 tpy

Expand in High Return, Growth Markets

Growth initiatives in Eastern Europe      
   

Svetogorsk, Russia

24

Latin America

San Salvador,
El Salvador

Bogota,
Colombia

Santiago,
Chile

Guacara,
Venezuela

Santiago, D.R.

Mogi Guacu,
Brazil

Inpacel,
Brazil

Amapa,
Brazil

Tres Lagoas,
Brazil

Industrial Pkg. plants (1)

   Paper mills (2)

Plantations

   Wood products plants (2)

2003

Revenues   $600 MM

EBITDA Margin   35%

Expand in High Return, Growth Markets

Consumer Pkg. plants (4)

25

Brazil  - Platform for Growth

UFS:   440,000 tpy

Land:     47,000 hectares

UFS = Uncoated freesheet

Mogi Guaçu

Amapá

Inpacel

Três Lagoas

Forests

Mill

Mogi Guaçu

26

CGW:    220,000 tpy

Land:     50,000 hectares

CGW = Coated groundwood

Inpacel

Brazil  - Platform for Growth

Amapá

Inpacel

Três Lagoas

Forests

Mill

Mogi Guaçu

27

Brazil  - Platform for Growth

Eucalyptus Plantation

Land:   307,000 hectares

Amapá

Amapá

Inpacel

Três Lagoas

Forests

Mill

Mogi Guaçu

28

Brazil  - Platform for Growth

Eucalyptus Plantation

Land:   100,000 hectares

Três Lagoas

Amapá

Inpacel

Três Lagoas

Forests

Mill

Mogi Guaçu

29

Amapá

Três Lagoas

Inpacel

Mogi Guaçu

IP Brazilian Options

Evaluating new pulp & paper
mill at IP’s forest plantation
in Três Lagoas, Brazil

Três Lagoas Opportunity

Capital Est. $1.2-1.3 B

Potential startup 2008

Major Capex 2006/07

ROI > 15+%

31

900,000 tpy eucalyptus pulp mill

100% market pulp

               or

500,000 tpy UFS paper mill
and market pulp

Commissioned engineering
     study to evaluate a new
mill in Três Lagoas, Brazil

Attractiveness of Brazil

Excellent location to serve growing
Brazilian demand and key U.S.,
Asia and W. European markets

     Location

IP has the brands and channels of
distribution

     Market Access

IP has the people to execute the
strategy

     People

Attractive labor, fiber costs

     Factor Costs

32

Height:
21 m

Height:
26 m

DBH: 12 cm

Bark thickness:

4mm

DBH: 18 cm

Bark thickness:

4mm

Amapá

Três Lagoas

26

7

7

Years to Maturity

$125

$29

$52

Fiber Cost/Ton Copy Paper Produced*

15

37

25

Annual Growth (M³/heactare/year)

U.S.

SYP

Tres

Lagoas

Amapa

Brazilian Opportunity

Low cost fiber

* U.S. southern yellow pine fiber cost data provided by Jaakko Poyry

33

Brazilian Opportunity

Low cost UFS producer

Cash Costs
$/ton

New Brazilian
mill will be low
cost UFS producer

Source: Jaakko Poyry, IP Strategic Planning

34

$0

$100

$200

$300

$400

$500

Brazilian

Greenfield

1st Quartile

U.S.

Asian

Greenfield

Russian

Greenfield

Average

Mill U.S.

Fiber

Labor

Energy  

Other Conversion

Brazilian Opportunity

New Brazilian
mill will be low
cost pulp producer

Source: Jakko Poyry, IP Strategic Planning

Low cost pulp producer

Cash Costs
$/ton

35

$0

$100

$200

$300

$400

Brazilian

Greenfield

1st Quartile

U.S.

Asian

Greenfield

Russian

Greenfield

Average

Mill U.S.

Fiber

Labor

Energy

Other Conversion

Other

North America

Latin

America

Asia Pacific

W. Europe

Eastern Europe

Global Uncoated Freesheet

2003 Demand by Region (million metric tons)

Average 2.6 % per year

0

10

20

30

40

50

Demand growth by region 2003 - 2008
   

Rapid demand growth is expected

in the emerging markets

Source: EMGE, Jaakko Poyry, IP Strategic Planning

Market growth (% p.a.)

36

0

1

2

3

4

5

Growth
(p.a. %)

MM metric
tons

Growth
(p.a. %)

MM metric
tons  

Supply Change

Demand Change

+6.0

0.4

2.8

0.6

0.4

1.0

0.8

2.6

3.2

3.4

4.0

3.4

2.2

1.3

2.0

1.9

Asia Pacific

1.2

0.7

Western Europe

2.5

0.3

Eastern Europe

0.5

0.1

Latin America

-

0

North America

4.7

0.3

Other

1.3

+3.3

Total

Global Uncoated Freesheet

Supply/demand growth by region 2003-2008

Source: EMGE, Jaakko Poyry, IP Strategic Planning

37

1.

Market supply/demand analysis

2.

Configuration and capital costs

3.

Return on investment

4.

Impact on IP global supply platform

Três Lagoas Opportunity

Issues to be resolved

Decision time frame – 4Q 2005

38

IP into the Future

More focused company with
great assets & people

Globally competitive assets
based on productivity,
factor costs & scale

Globally integrated IP
supply network serving
targeted customers

Maintain financial discipline

Committed to earning a 9%
ROI cycle average

39

40