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 3, 2005
                                (Date of Report)

                                February 1, 2005
                        (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 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 3, 2005 International Paper Company issued a press release reporting
earnings for the fourth quarter of 2004 and held a webcast and a conference call
to discuss earnings and current market conditions. A copy of the press release
is being furnished as Exhibit 99.1 and a copy of the slides presented at the
webcast and discussed in the conference call is being furnished as Exhibit 99.2
to this Form 8-K.


ITEM 4.02(a) NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW

On February 1, 2005, the Company determined that it would need to restate its
third quarter 2004 financial statements to adjust its estimated net loss from
discontinued operations relating to the sale of Weldwood of Canada Ltd.
("Weldwood"). The adjustment, which represented a $79 million decrease in the
loss (from $757 million to $678 million), was due to the impact of cumulative
currency translation adjustments that were not included in the loss estimate
that was reported in the original filing on November 9, 2004. This adjustment is
reflected in the Company's Form 10-Q/A filed with the SEC on February 3, 2005,
following management's discussion with Deloitte & Touche LLP, the Company's
independent registered public accounting firm.

Detection of the error in the third quarter calculation of the estimated loss
resulted from the Company's existing year-end internal control procedures. Those
year-end procedures were supplemented in the fourth quarter with the
implementation of enhanced quarterly and year-end review procedures for any
significant non-routine transactions. These enhanced processes were implemented
pursuant to Section 404 of Sarbanes-Oxley.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit 99.1: Press release of International Paper Company, dated February 3,
2005.

Exhibit 99.2: Slides of International Paper Company, dated February 3, 2005.

                                       2







                                   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:  February 3, 2005

                                       3







                                  EXHIBIT INDEX

Exhibit 99.1: Press release of International Paper Company, dated February 3,
2005.

Exhibit 99.2: Slides of International Paper Company, dated February 3, 2005.

                                       4

EX-99

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET

STAMFORD, CT 06921

News Release

Media Contacts: Jennifer Boardman, 203-541-8407

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

International Paper Reports Higher Fourth-Quarter

Earnings from Continuing Operations

• Earnings from continuing operations of $157 million versus $35 million in the 2003 fourth quarter.

• Quarterly net sales rose to $6.6 billion from 2003 fourth-quarter net sales of $6.1 billion. Volume up 5 percent versus the 2003 fourth quarter.

• Annual sales rose 6 percent to $25.5 billion from 2003 annual sales of $24.0 billion.

Basic Earnings Per Share Summary

	Fourth Quarter 2004	Fourth Quarter 2003	Third Quarter 2004	Full Year 2004	Full Year 2003
Net Earnings (Loss)	$0.35	$0.10	$(0.97)	$(0.07)	$0.63
Add Back – Loss (Income) from Discontinued Operations:
Loss (gain) on sale or impairment	(0.01)	-	1.48	1.28	-
Earnings from operations	(0.02)	(0.03)	(0.08)	(0.23)	(0.04)
Cumulative Effect of Accounting Change	-	0.01	-	-	0.03
Earnings from Continuing Operations	0.32	0.08	0.43	0.98	0.62
Add Back – Net Special Items Expense	0.11	0.12	-	0.33	0.14
Earnings from Continuing Operations and Before Special Items	$0.43	$0.20	$0.43	$1.31	$0.76

STAMFORD, Conn. - Feb. 3, 2005 - International Paper (NYSE: IP) today reported fourth-quarter 2004 earnings from continuing operations of $157 million ($0.32 per share basic and diluted) compared with $35 million ($0.08 per share basic, $0.07 per share diluted) in the fourth quarter of 2003 and $208 million ($0.43 per share basic, $0.42 per share diluted) in the third quarter of 2004. For the full-year 2004, International Paper reported earnings from continuing operations of $478 million ($0.98 per share basic and diluted) compared with $294 million ($0.62 per share basic, $0.61 per share diluted) in 2003. Diluted per share amounts reflect a recent accounting pronouncement requiring the inclusion of contingently convertible securities in computing diluted earnings per share. The above amounts include the effects of special items in all periods.

After discontinued operations relating to the sale of Weldwood of Canada Limited, net earnings for the 2004 fourth quarter totaled $169 million ($0.35 per share basic and diluted) compared with a loss of $470 million ($0.97 per share basic, $0.91 per share diluted) in the 2004 third quarter and earnings of $48 million ($0.10 per share basic and diluted) in the fourth quarter of 2003. Full-year 2004 results totaled a net loss of $35 million ($0.07 per share basic and diluted) compared with net earnings of $302 million ($0.63 per share basic and diluted) in 2003.

Earnings from continuing operations and before special items in the 2004 fourth quarter were $209 million ($0.43 per share basic, $0.42 per share diluted), compared with $94 million ($0.20 per share basic, $0.19 per share diluted) in the fourth quarter of 2003 and $209 million ($0.43 per share basic, $0.42 per share diluted) in the third quarter of 2004. Earnings from continuing operations and before special items for the full year 2004 were $637 million ($1.31 per share basic, $1.30 diluted), compared with $363 million ($0.76 per share basic, $0.75 per share diluted) for the year 2003.

Fourth-quarter 2004 earnings reflect an effective tax rate, excluding special items, discontinued operations and accounting changes, of 16 percent, which reduced the full-year effective tax rate to 26 percent from 30 percent estimated in the third quarter. The lower tax rate reflects an increase in non-US tax credits, a reduction of tax valuation allowances and a higher proportion of earnings in lower tax rate jurisdictions.

Fourth-quarter 2004 net sales rose to $6.6 billion from $6.1 billion in the fourth quarter of 2003, and compared with $6.6 billion in the third quarter of 2004. For the full-year 2004, net sales were $25.5 billion compared with 2003 net sales of $24.0 billion.

“Throughout 2004, we experienced healthy business conditions with solid volume and improving average price realizations,” said John Faraci, International Paper chairman and chief executive officer. “However, margins and earnings were impacted by dramatically rising raw material costs and lower wood products pricing, particularly in the last quarter.”

Commenting on the first quarter of 2005, Faraci said, “Going into February, we are seeing demand starting to improve. After a slow month in January, our order activity is picking up, and our average price realizations are moving up on coated paper, some grades of printing papers, bleached board and pulp. However, our profit margins and earnings will be under pressure as the raw material cost environment continues to be severe. We expect higher benefit-related costs, and the investment we are making to improve our supply chain will be somewhat higher this quarter.”

The company also said it will continue to strengthen its balance sheet through the repayment of debt. For example, by the end of January 2005, the company had used the proceeds from the divestitures of Weldwood of Canada and the Maine and New Hampshire forestlands to repay approximately $1.3 billion in debt.

Segment Information

Operating profits of $583 million for the 2004 fourth quarter were essentially flat compared with the third-quarter 2004 operating profits of $585 million, as the benefit of higher average price realizations in Printing Papers and Packaging were offset by higher input costs and lower wood products price realizations.

Fourth-quarter segment operating profits and business trends compared with the third quarter of 2004 are as follows:

Fourth-quarter operating profits for Printing Papers were $196 million compared with third-quarter operating profits of $160 million as a result of the company experiencing higher average pricing for uncoated free sheet and coated paper in the United States. This was somewhat offset by weaker average pulp pricing and higher input costs.

Industrial and Consumer Packaging operating profits were $170 million in the fourth quarter, compared with $183 million in the third quarter, as higher average pricing across International Paper’s containerboard, corrugated box and bleached board businesses was offset by higher input costs and seasonally lower volumes in Industrial Packaging, maintenance downtime in containerboard and weaker operational performance.

The company’s distribution business, xpedx, reported operating profits of $22 million for the fourth quarter compared with operating profits in the third quarter of $27 million, due to seasonally weaker business conditions.

Fourth-quarter Forest Products operating profits were $176 million, compared with earnings of $191 million in the third quarter primarily as lower average IP wood products price realizations combined with seasonally slower volumes more than offset $20 million of higher income from land and real estate sales.

Operating profits at Carter Holt Harvey, International Paper’s 50.5 percent owned subsidiary in New Zealand, were $12 million in the fourth quarter, compared with third-quarter operating profits of $17 million as a result of facility reorganization costs.

Net corporate expenses of $156 million in the 2004 fourth quarter were higher than the $101 million in the 2004 third quarter and the $144 million in the 2003 fourth quarter. The increase in the 2004 fourth quarter compared with the previous quarter reflects higher inventory-related costs, higher costs from the company’s supply chain initiative, and slightly higher administrative overhead costs. Higher inventory-related and supply chain initiative costs were also the major factors in the increase compared to the 2003 fourth quarter, offsetting the effect of lower administrative overhead costs.

Discontinued Operations

During the 2004 fourth quarter, International Paper completed the sale of Weldwood of Canada Limited for cash proceeds of approximately U.S. $1.1 billion. While still subject to post-closing adjustments, the loss on sale was approximately $84 million less than estimated in the third quarter. The loss on discontinued operations was reduced by $79 million and $5 million in the 2004 third quarter and fourth quarter, respectively. All periods presented have been restated to present the operating results of Weldwood, and the tissue business of Carter Holt Harvey sold in the 2004 second quarter, as discontinued operations.

Effects of Special Items

Special items in the 2004 fourth quarter included a charge of $79 million ($64 million after taxes) for estimated losses on sales and impairments of businesses held for sale, a charge of $19 million before taxes and minority interest ($11 million after taxes and minority interest) for restructuring and other costs, a pre-tax credit of $20 million ($12 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation, and a $17 million credit ($11 million after taxes) for the net reversal of restructuring and realignment reserves no longer required. The $19 million charge for restructuring and other costs included $10 million ($6 million after taxes and minority interest) for legal reserves, a $6 million goodwill impairment charge ($3 million after minority interest), and a $3 million charge ($2 million after taxes) for losses on early extinguishment of debt. The net after-tax effect of all of these special items was expense of $0.11 per share.

Special items in the 2004 third quarter included a charge of $55 million before taxes and minority interest ($31 million after taxes and minority interest) for restructuring and other costs, a pre-tax credit of $103 million ($64 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation, a charge of $38 million for estimated losses on sales and impairments of businesses held for sale and a $6 million credit ($4 million after taxes) for the net reversal of restructuring and realignment reserves no longer required. The $55 million charge for restructuring and other costs included $18 million ($11 million after taxes and minority interest) for organizational restructuring programs, a $29 million goodwill impairment charge ($15 million after minority interest), and $8 million charge ($5 million after taxes) for losses on early extinguishment of debt. The net after-tax effect of all of these special items was $0.00 per share.

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 a total expense of $0.13 per share in the quarter from special items and accounting changes.

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. A replay of the webcast will also be available on the Web site beginning at noon today.

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® (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 shareamounts)

	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
		2004		2003			2004		2003
Net Sales (In billions)		$6.6		$6.1			$25.5		$24.0
Earnings From Continuing Operations Before Interest, Income Taxes, and Minority Interest		383	(a)	194	(f)		1,489	(d)	1,064	(i)
Interest expense, net		175		187	(g)		743		772	(g)
Earnings From Continuing Operations Before Income Taxes and Minority Interest		208	(a)	7	(f,g)		746	(d)	292	(i)
Income tax provision (benefit)		38	(a)	(49)	(f,g,h)		206	(c,d)	(113)	(g,h,i,j)
Minority interest expense, net of taxes		13	(a)	21	(f,g)		62	(d)	111	(f,g,i)
Earnings From Continuing Operations		157	(a)	35	(f,h)		478	(c,d)	294	(h,i,j)
Discontinued Operation, net of taxes and minority interest		12	(b)	16			(513)	(b,e)	21
Cumulative Effect of Accounting Changes: Asset Retirement Obligations, net of taxes		-		-			-		(10)
Variable Interest Entities, net of taxes		-		(3)			-		(3)
Net Earnings (Loss)		$169	(a,b)	$48	(f,h)		$(35)	(b,c,d,e)	$302	(h,i,j)
Basic Earnings Per Share:
Earnings From Continuing Operations		$0.32	(a)	$0.08	(f,h)		$0.98	(c,d)	$0.62	(h,i,j)
Discontinued Operation, net of taxes and minority interest		0.03	(b)	0.03			(1.05)	(b,e)	0.04
Cumulative Effect of Accounting Changes: Asset Retirement Obligations, net of taxes		-		-			-		(0.02)
Variable Interest Entities, net of taxes		-		(0.01)			-		(0.01)
Basic Earnings (Loss) Per Common Share		$0.35	(a,b)	$0.10	(f,h)		$(0.07)	(b,c,d,e)	$0.63	(h,i,j)
Diluted Earnings Per Share:
Earnings From Continuing Operations		$0.32	(a)	$0.07	(f,h)		$0.98	(c,d)	$0.61	(h,i,j)
Discontinued Operation, net of taxes and minority interest		0.03	(b)	0.03			(1.05)	(b,e)	0.04
Cumulative Effect of Accounting Changes: Asset Retirement Obligations, net of taxes		-		-			-		(0.02)
Variable Interest Entities, net of taxes		-		(0.01)			-		(0.01)
Diluted Earnings (Loss) Per Common Share		$0.35	(a,b)	$0.10	(f,h)		$(0.07)	(b,c,d,e)	$0.63	(h,i,j)
Average Shares of Common Stock Outstanding		486.9		480.7			485.8		479.6

(a) Includes a pretax charge of $79 million ($64 million after taxes) for estimated losses on sales of businesses; a $19 million charge before taxes and minority interest ($11 million after taxes and minority interest) for litigation settlements, goodwill impairment charges and losses on early debt extinguishment; a credit of $20 million ($12 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation; and a credit of $17 million before taxes and minority interest ($11 million after taxes and minority interest) for the reversal of restructuring and realignment reserves no longer required.

(b) Includes the net income of Weldwood of Canada, Ltd. prior to its sale in the 2004 fourth quarter, and a credit of $5 million after taxes and a charge of $711 million after taxes for the three and twelve months ended December 31, 2004, respectively, relating to the loss on the sale.

(c) Includes a $5 million net increase, net of minority interest, in the income tax provision reflecting an adjustment of deferred tax balances and a reduction of valuation reserves for capital loss carryovers.

(d) Includes a charge of $144 million before taxes and minority interest ($128 million after taxes and minority interest) for estimated gains/losses of businesses sold or held for sale; a $211 million charge before taxes and minority interest ($124 million after taxes and minority interest) for litigation settlements, goodwill impairment charges, and losses on early debt extinguishment; a pretax credit of $123 million ($76 million after taxes) for insurance recoveries related to the hardboard siding and roofing litigation; and a credit of $35 million before taxes and minority interest ($22 million after taxes and minority interest) for the net reversal of restructuring and realignment reserves no longer required.

(e) Includes the net income of the Carter Holt Harvey tissue business prior to the sale and the gain on the sale of $267 million ($90 million after taxes and minority interest) in the second quarter of 2004.

(f) 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 losses 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 and minority interest ($15 million after taxes and minority interest) for the net reversal of restructuring and realignment reserves no longer required.

(g) 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

(h) Includes the 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.

(i) Includes a $298 million charge before taxes and minority interest ($184 million after taxes and minority interest) for facility closures and organizational restructuring programs, early debt extinguishment losses, and additional legal reserves; a pre-tax charge of $32 million ($33 million after taxes) 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.

(j) 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.

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,
		2004		2003		2004		2003
Earnings Before Special Items	$	209	$	94	$	637	$	363
Restructuring and other charges		(11)		(61)		(124)		(184)
Insurance Recoveries		12		-		76		-
Reversal of reserves no longer required		11		15		22		25
Net gains (losses) on sales and impairments of businesses held for sale		(64)		(26)		(128)		(33)
Income tax adjustment		-		13		(5)		123
Earnings From Continuing Operations		157		35		478		294
Discontinued Operation		12		16		(513)		21
Cumulative effect of accounting changes		-		(3)		-		(13)
Net Earnings (Loss) as Reported	$	169	$	48	$	(35)	$	302

		Three Months Ended				Twelve Months Ended
		December 31,				December 31,
Basic Earnings Per Common Share (3):		2004		2003		2004		2003
Earnings Per Share Before Special Items	$	0.43	$	0.20	$	1.31	$	0.76
Restructuring and other charges		(0.02)		(0.13)		(0.25)		(0.39)
Insurance Recoveries		0.02		-		0.15		-
Reversal of reserves no longer required		0.02		0.03		0.04		0.05
Net gains (losses) on sales and impairments of businesses held for sale		(0.13)		(0.05)		(0.26)		(0.06)
Income tax adjustment		-		0.03		(0.01)		0.26
Earnings Per Common Share From Continuing Operations		0.32		0.08		0.98		0.62
Discontinued Operation		0.03		0.03		(1.05)		0.04
Cumulative effect of accounting changes		-		(0.01)		-		(0.03)
Basic Earnings (Loss) per Common Share	$	0.35	$	0.10	$	(0.07)	$	0.63

Diluted Earnings Per Common Share (3):
Earnings Per Common Share Before Special Items	$	0.42	$	0.19	$	1.30	$	0.75
Special Items		(0.10)		(0.12)		(0.33)		(0.14)
Earnings From Continuing Operations		0.32		0.07		0.98		0.61
Discontinued Operation		0.03		0.03		(1.05)		0.04
Cumulative effect of accounting changes		-		(0.01)		-		(0.03)
Diluted Earnings (Loss) per Common Share	$	0.35	$	0.10	$	(0.07)	$	0.63

Notes:

(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.

(2) Diluted earnings per common share reflects a recent accounting pronouncement requiring the inclusion of contingently convertible securities in the computation. As required by the pronouncement, all prior periods presented have been restated.

(3) Since the basic and diluted earnings per share are computed independently for each period and category, total per share amounts may not equal the sum of the respective categories.

International Paper

Sales and Earnings by Industry Segment

Preliminary and Unaudited

(In Millions)

Sales by Industry Segment

		Three Months				Twelve Months
		Ended				Ended
		December 31,				December 31,
		2004		2003(1)		2004		2003(1)
Printing Papers	$	1,975	$	1,800	$	7,635	$	7,245
Industrial and Consumer Packaging		1,990		1,715		7,470		6,670
Distribution		1,550		1,470		6,065		5,860
Forest Products		570		640		2,395		2,390
Carter Holt Harvey		585		515		2,190		1,820
Other Businesses (2)		260		275		1,120		1,235
Less: Intersegment Sales		(343)		(281)		(1,343)		(1,265)
	$	6,587	$	6,134	$	25,532	$	23,955

Earnings by Industry Segment

		Three Months Ended				Twelve Months Ended
		December 31,				December 31,
		2004		2003(1)		2004			2003(1)
Printing Papers	$	196	$	65	$	579		$	460
Industrial and Consumer Packaging		170		111		543	(3)		451
Distribution		22		18		87			80
Forest Products		176		218		793			720
Carter Holt Harvey		12		8		47	(3)		38
Other Businesses (2)		7		9		38			23
Operating Profit		583		429		2,087			1,772
Interest expense, net		(175)		(187)		(743)			(772)
Minority interest (4)		17		8		59	(3)		48
Corporate items, net		(156)		(144)		(469)			(466)
Restructuring and other charges		(19)		(101)		(211)			(298)
Insurance recoveries		20		-		123			-
Net gains (losses) on sales and impairments of businesses held for sale		(79)		(21)		(135)			(32)
Reversal of reserves no longer required		17		23		35			40
Earnings from continuing operations before income taxes and minority interest	$	208	$	7	$	746	$		292

(1) Prior-year industry segment information has been restated to conform with 2004 management structure and to reflect the Carter Holt Harvey tissue business and the Weldwood business as discontinued operations.

(2) Includes Arizona Chemical, Chemical Cellulose Pulp (closed in 2003) and businesses identified in our divestiture program.

(3) Includes a 2004 second quarter estimated loss on the sale of Food Pack S.A. of $9 million before taxes, of which $4 million is in the Packaging segment, $3 million is in the Carter Holt Harvey segment and $2 million is in Minority interest.

(4) 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, extraordinary items, and cumulative effect of accounting changes.

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,
	2004	2003	2004	2003
Printing Papers (In thousands of short tons)
Brazil Uncoated Papers	116	114	461	447
Europe & Russia Uncoated Papers	373	342	1,409	1,352
U.S. Uncoated Papers and Bristols	1,115	1,107	4,570	4,439
Uncoated Papers and Bristols	1,604	1,563	6,440	6,238
Coated Papers	532	532	2,173	2,113
Market Pulp	374	381	1,422	1,379
Packaging (In thousands of short tons)
U.S. Container (Boxes)	721	548	2,668	2,204
European Container (Boxes)	282	274	1,049	1,031
Other Industrial and Consumer Packaging	308	290	1,222	1,148
Industrial and Consumer Packaging	1,311	1,112	4,939	4,383
Containerboard	461	504	2,090	1,946
Bleached Packaging Board	367	351	1,495	1,348
Kraft	137	151	605	606
Forest Products (In millions)
Panels (sq. ft. 3/8” – basis)	362	375	1,563	1,580
Lumber (board feet)	606	589	2,456	2,345
Particleboard (sq. ft. 3/4” – basis)	-	-	-	-

Carter Holt Harvey (3)

	Three Months Ended		Twelve Months Ended
	December 31,		December 31,
	2004	2003	2004	2003
Printing Papers (In thousands of short tons)
Market Pulp	157	155	568	499
Packaging (In thousands of short tons)
Containerboard	123	107	459	361
Bleached Packaging Board	24	19	83	84
Industrial and Consumer Packaging	34	38	147	153
Forest Products (In millions)
Panels (sq. ft. 3/8” – basis)	43	44	183	179
Lumber (board feet)	119	128	497	503
MDF and Particleboard (sq. ft. 3/4” – basis)	142	141	580	582

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

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

(3) Includes 100 percent of volumes sold.

International Paper

Supplemental Financial Data

Preliminary and Unaudited

Financial Data (In millions)

		Three Months Ended				Twelve Months Ended
		December 31,				December 31,
		2004		2003		2004		2003
Depreciation, amortization and cost of
timber harvested	$	411	$	390	$	1,565	$	1,538
Investment in capital projects (1)	$	516	$	463	$	1,328	$	1,166

(1)Includes $19 million and $66 million of spending for businesses held for sale for the three months and twelve months ended December 31, 2004, respectively. Includes $31 million and $72 million of spending for businesses held for sale for the three months and twelve months ended December 31, 2003, respectively.

INTERNATIONAL PAPER COMPANY

Consolidated Balance Sheet

Preliminary and Unaudited

(In Millions)

	December 31,	December 31,
	2004	2003
Assets
Current Assets
Cash and temporary investments	$           2,596	$           2,363
Accounts and notes receivable, net	2,982	2,765
Inventories	2,653	2,767
Assets of businesses held for sale	383	2,104
Other current assets	869	1,097
Total Current Assets	9,483	11,096
Plants, Properties and Equipment, net	13,333	13,260
Forestlands	3,936	3,979
Investments	679	678
Goodwill	4,988	4,793
Deferred Charges and Other Assets	1,859	1,719
Total Assets	$        34,278	$        35,525
Liabilities and Common Shareholders’ Equity
Current Liabilities
Notes payable and current maturities of long-term debt	$              506	$           2,087
Liabilities of businesses held for sale	110	645
Accounts payable and accrued liabilities	4,317	4,538
Total Current Liabilities	4,933	7,270
Long-Term Debt	14,131	13,450
Deferred Income Taxes	1,700	1,387
Other Liabilities	3,712	3,559
Minority Interest	1,548	1,622
Common Shareholders’ Equity
Invested capital	5,692	5,155
Retained earnings	2,562	3,082
Total Common Shareholders’ Equity	8,254	8,237
Total Liabilities and Common Shareholders’ Equity	$          34,278	$        35,525

Note: December 31, 2003 balances have been restated to include the assets and liabilities of the

Carter Holt Harvey tissue business and Weldwood of Canada as businesses held for sale.

EX-99

Fourth Quarter
2004 Review
February 3, 2005

John V. Faraci
Chairman & CEO

Christopher P. LiddellSVP & CFO

Forward Looking Statements

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, 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,
particularly the relative value of the U.S. dollar to the Euro, economic
conditions, 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

S

2

D

Statements Relating to
Non-GAAP Financial Measures

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

3

Agenda

4

Fourth Quarter Review

2004 Summary

Outlook

Fourth Quarter 2004 Summary

5

Volumes solid but seasonally weaker in the U.S.
in the fourth quarter

Continued to realize IP announced price
increases in paper & packaging

Mill operations mixed

Raw material cost increases accelerated

IP Net Sales Revenue

1Q

2002

2Q

3Q

4Q

1Q

2Q

2003

3Q

4Q

1Q

2004

2Q

3Q

$B

4Q’04 net sales revenue

highest in 3 years

4Q

7

6.5

6

5.5

5

6

Basic EPS from Continuing Operations
and Before Special Items*

1Q

1Q

3Q

1Q

3Q

.75

.49

.24

2001

2002

2Q

.03

.59

4Q

2Q

4Q

2000

.11

.11

.11

.11

.32

2Q

3Q

4Q

1Q

2Q

2003

.32

3Q

.30

4Q

.14

1Q

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

.20

.22

.20

.12

2004

2Q

.43

.33

3Q

.43

4Q

7

4Q’04 vs. 3Q’04

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

3Q'04

Price

Volume

Cost/Mix

Raw

Material

Land

Sales

Tax Rate

Other

4Q'04

$.04

EPS $ / Share

$.43

$.0

($.11)

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

EPS from cont. ops before special items

$.08

$.43

($.03)

$.08

Corporate         ($0.10)
Int. Expense      $0.02
Other                 $0.02

3Q04  Tax Rate 29%

4Q04  Tax Rate 16%

($.06)

8

Paper              $0.06           
Packaging       $0.06      
Wood Prod     ($0.04)

Printing Papers

$  1,975

196

Sales

Earnings

4Q’04

3Q’04

$Millions

Uncoated*

Coated*

Pulp*

Europe (uncoated)

(1%)

(8%)

20%

  8%

   $30

$25

($30)

(€15)

4Q’04 Change vs 3Q’04:

Volume

Realizations/ton

* U.S. operations only and excluding Fine Papers

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

$  1,920

160

9

Packaging

$  1,990

170

Sales

Earnings

4Q’04

3Q’04

$Millions

Containerboard

U.S. Container

Bleached Board

$10

$25

$10

Volume

Realizations/ton

$  2,005

183

4Q’04 Change vs 3Q’04:

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

(17%)

(4%)

(3%)

10

0.0

1.0

2.0

3.0

2002

2003

2004

U.S. Container  

Growing faster than the industry

IP Legacy Operations

Former Box USA Operations

Million tons

+21%

+9%

Box shipments grew 9% in 2004

excluding Box USA plants volume

+7%

11

Box USA Update

Closed plants in Memphis and Baltimore

Customers transferred to other locations

Additional rationalizations possible

Box USA overhead removed

Containerboard volume redirected

Board margin upgrade

Mix improvement will continue as integration  
increases

Standalone EBITDA run rate

Total EBITDA run rate as of 4Q’04

Integration progress on schedule

$MM

$6

$10

$10

$52

On track to achieve target EBITDA run rate of $80 MM

$26

12

Forest Products

$  570

176

Sales

Earnings

4Q’04

3Q’04

$Millions

Lumber (mbf)

Plywood (msf)

($25)

($20)

Volume

Realizations/unit

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

$  600

191

4Q’04 Change vs 3Q’04:

(6%)

(12%)

13

Uncoated Paper peer group: Domtar, G-P and Weyerhaeuser

Industrial Packaging peer group: G-P, Packaging Corp, SSCC and Weyerhaeuser

Wood Products peer group: Bowater, Domtar, GP and Weyerhaeuser

Industry Leading Positions

IP

IP

IP

4Q’04 return on sales ranking  

Source: IP calculations exclude Temple-Inland’s 4Q’04 results which had not yet been reported.

IP

Rank

1/4

1/5

1/5

Uncoated Paper

Industrial Packaging

Wood Products

14

(0.08)

(40)

Net

     0.03

    12

      7

4Q’04 Earnings

5

Revision to Loss on Sale

Discontinued Operations (Weldwood)

(0.11)

(52)

Special Items Total

      9

Tax & Min. Int. Impact of Above

(61)

Divestitures, Restructuring & Other

Basic EPS

$MM

Special Items

Special Items & Discontinued
Operations – 4Q’04

15

Reconciliation to 4Q’04
Basic Earnings Per Share

Per share

$0.35

            Net Earnings

$0.03

Discontinued Operations  
(Weldwood)

$0.32

Earnings from Continuing Operations

(0.11)

Special Items

$0.43

Earnings from Continuing Operations
and Before Special Items

16

12M’04 vs. 12M’03

($.14)

EPS $ / Share

$.76

$.40

($.29)

  Wood Costs    ($0.10)
  Energy            ($0.10)
  Other              ($0.09)

EPS from cont. ops before special items

$.31

$1.31

($.07)

$.32

Int. Expense   $0.15   
Corporate      ($0.04)

Other             ($0.09)

2003  Tax Rate 20%

2004  Tax Rate 26%

$.02

$1.80

$1.50

$1.20

$0.90

$0.60

$0.30

$0.00

12M’03

Price

Volume

Cost/Mix

Raw
Material

Land
Sales

Tax Rate

Other

12M’04

17

$0.03

Other

$0.28

Wood Prod

$0.06

Packaging

($0.06)

Paper

Impact of Higher Raw Material Costs

EBIT impact 2004 vs. 2003

EBIT ($)

(35)

(35)

(30)

(70)

(20)

Material costs $190 million negative   

EBIT impact 2004 versus 2003  

Wood

Chemicals/

Other

Oil/Coal/

Electricity

Natural

Gas

Polyethylene

0

(25)

(50)

(75)

(100)

18

Manufacturing
  Excellence

Supply Chain

Lower S&A/Other

Segmenting

Solutions

New Products

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
After Inflation

3Yr.
Target

$0.4

$0.3

($0.4)

$0.3

2004

Internal Initiatives

Non price improvement status

$0.4

$0.0

($0.5)

($0.1)

2003

$ billions

Gross Improvement

$2.3

$0.7

$0.4

19

Cash received
on 12/31/004

Weldwood sale

Maine/NH land sale

Total

Paying Down Debt

20

$1.1 B

0.2

$1.3 B

$(0.5) B

$(0.5) B

$(0.5) B

(0.3)

$(0.8) B

$(1.3) B

Repaid 12/31/04

Debt
Paydown

Short-term debt/            
Other

Trust Preferred

Open Market/Other

Repaid in 1Q05

Total

Capital Spending

Depreciation & Amort.

Net Interest Expense¹

Corporate Items

Effective Tax Rate²

Avg. Shares Outstanding

$ 1.4 B

$ 1.6 B

$ 700 MM

$ 740 MM

     33%

   486 MM

2005 Est

Key Financial Statistics

$ 1.3 B

$ 1.6 B

$ 745 MM

$ 469 MM

    26%

   486 MM

2004

$ 1.2 B

$ 1.5 B

$ 770 MM

$ 466 MM     

     22%

   480 MM

2003

¹Expenses related to preferred securities were shown in minority interest expense for 2003 ($60 million).  
Going forward, corresponding amounts will be recorded as net interest expense in accordance with FIN
46

² Before special items

21

First Quarter 2005 Outlook

Demand

Overall neutral to positive

Uncoated paper – weak in December & January, but
February backlogs building

Coated paper – strong, particularly in coated
groundwood

Pulp - Strong

Containerboard, boxes  - stable

Bleached board – strong

Wood products – flat

22

First Quarter 2005 Outlook

Costs

Wood, chemicals – higher costs

Energy – neutral

Corporate – increased costs from higher pension
expense, ramp-up in supply chain initiative spending,
other compensation related spending

Tax rate – 33%

23

2005 Outlook

2005

2-3% demand growth

Good operating rates

Debt repayment

More non-price improvement

Maintaining capital discipline

Sharpening our focus on building a stronger/better IP

24

Q & A

25

Appendix

26

* U.S. only. Uncoated excludes fine papers

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

Average Sales Realizations

Forest
Products

       $/ton

Packaging

       $/ton

Printing
Papers*

263

322

636

384

425

732

761

2003

Segments

303

368

688

445

481

749

780

3Q04

Average Sales Realizations

321

356

666

419

458

741

764

2004

292

336

711

448

454

781

803

Dec04

Plywood, $/MSF

Lumber, $/MBF

Corrugated boxes*

Containerboard

Pulp

Coated

Uncoated

Grades

282

342

712

456

453

773

811

4Q04

266

330

622

366

426

724

706

Dec03

27

Energy

60

45

40

$3.45

$5.80

$6.47

0

20

40

60

80

2002

2003

2004

0

1

2

3

4

5

6

7

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 has decreased 33% since 2002

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

   $680               $815         $845

28

8

9

10

31

24

21

10

10

13

16

24

25

25

13

16

15

16

14

0%

100%

2002

2003

2004

Energy

% of total U.S. mills
MMBTU purchases

% of Total

Natural Gas

Coal

Wood Waste

Fuel Oil

Other*

Electricity

$6.47

$2.24

$1.65

$4.63

$12.41

$5.03

2004 avg
cost per mmbtu

Substitute lower cost energy

*Other includes shredded tires, recycled oil, purchased steam and any other fossil fuels

29

% of Total

Earnings Sources – Gross Margin

Sale of Forestlands/Standing timber

Harvest & Recreational Income

Forestland Expenses

Land Utilization (real estate),
Net of Expenses

Total EBIT

Forest Resources

$Millions

2003

2004

2002

$461

324

(190)

75

71

124

(178)

(157)

268

281

$315

$462

$670

$644

$542

30

Forest Resources

2002

2003

* Excludes sales of Champion forestlands  over last 3 years  which generated $550+ million of cash and the
12/31/04 sale of 1.1 million acres of forestland in Maine and New Hampshire

Average sales price/acre

Number of acres sold (M)

% of appraised value

$823

809

110%

$967

627

130%

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

2004

$1,008

372

145%

31

Pension Returns

Average annualized returns

2004            14.1%

Past 5 years   5.3%

Past 10 years 10.6%

Portfolio asset allocation(at 12/31/04)

62%Equity

27%Debt

11%Real estate & other

32

(60)

(110)

(210)

(350)

(300)

(250)

(200)

(150)

(100)

(50)

0

50

5.75

6.00

6.50

Discount
Rate (%)

8.50

8.75

8.75

Rate of
Return (%)

2005E

2004

2003

$ Millions

2003

2004

2005E

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

33

Rising U.S. Mills Wood Costs

90

95

100

105

110

115

Jan

Mar

May

July

Sep

Nov

Jan

Mar

May

July

Sep

Nov

Index: Jan 2003 Wood Costs = 100

2003

2004

* delivered cost to
  U.S. pulp & paper
  mills

4Q’04 wood costs up

$23 MM over 3Q’04

Impacted by wet weather in 2H’04

1Q’05 Forecast = 115

34

2004 Earnings from Continuing
Operations

$ MM

MM Shares

$/Share

$ MM

$ MM

$ MM

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

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

Before Special Items

Special Items

Earnings from Operations

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

110

248

316

269

486.9

(36)

(77)

(90)

(44)

(14)

(12)

(17)

(16)

60

159

209

209

33%

31%

29%

16%

484.4

485.6

486.4

.12

.33

.43

.43

(14)

(138)

16

(61)

486.9

5

62

(32)

6

-

(21)

15

3

(9)

(97)

(1)

(52)

36%

45%

200%

10%

484.4

485.6

486.4

(.02)

(.20)

-

(.11)

Q1

Q2

Q3

Q4

96

110

332

208

486.9

(31)

(15)

(122)

(38)

(14)

(33)

(2)

(13)

51*

62*

208*

157*

32%

14%

37%

18%

484.4

485.6

486.4

.10

.13

.43

.32

Pre-Tax

Tax

MI

Net

ETR

Avg. Shares

Basic EPS

35

Diluted EPS from Continuing Operations
and Before Special Items*

1Q

1Q

3Q

1Q

3Q

.75

.49

.24

2001

2002

2Q

.03

.59

4Q

2Q

4Q

2000

.11

.11

.11

.11

.32

2Q

3Q

4Q

1Q

2Q

2003

.32

3Q

.29

4Q

.14

1Q

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

.19

.22

.19

.12

2004

2Q

.42

.33

3Q

.42

4Q

36

Impact of Higher Raw Material Cost

EBIT impact 2004 vs. 2002

EBIT ($)

(140)

(50)

(50)

(205)

(30)

Material costs $475 million negative EBIT

impact 2004 full year estimate versus 2002  

Wood

Chemicals/

Other

Oil/Coal/

Electricity

Natural

Gas

Polyethylene

0

(50)

(100)

(150)

(200)

(200)

37

38