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

Date of Report: April 25, 2005

Date of Earliest Event Reported: April 25, 2005

INTERNATIONAL PAPER COMPANY

(Exact name of registrant as specified in its charter)

NEW YORK	1-3157	13-0872805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On April 25, 2005, the Company’s Chairman and Chief Executive Officer, John V. Faraci, announced that Senior Vice President and Chief Financial Officer, Christopher P. Liddell, has resigned effective May 9, 2005. The Company also announced that Marianne M. Parrs, Executive Vice President, will serve as chief financial officer until a permanent successor is named.

A copy of the Company’s press release relating to this announcement is included as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits

Exhibit 99.1 Press Release of International Paper Company dated April 25, 2005.

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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: April 25, 2005

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EXHIBIT INDEX

Exhibit 99.1:    Press Release of International Paper Company, dated April 25, 2005.

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE OF INTERNATIONAL PAPER COMPANY

DATED APRIL 25, 2005

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 Announces Resignation of CFO Chris Liddell

STAMFORD, Conn. – April 25, 2005 – International Paper (NYSE:IP) Chairman and Chief Executive Officer John V. Faraci today announced that Senior Vice President and Chief Financial Officer Christopher P. Liddell has resigned from the company and will be joining Microsoft Corp. as its chief financial officer, effective May 9, 2005.

Liddell has held leadership positions in International Paper and its New Zealand affiliate, Carter Holt Harvey, for the past ten years. “Chris has played a pivotal role as the chief executive officer of Carter Holt Harvey, and more recently, as the chief financial officer of International Paper. We will very much miss having Chris on our leadership team, but this is a great opportunity for him. We thank Chris for all of the outstanding contributions he has made to our company and congratulate him on his new role,” Faraci said.

Faraci also announced that Marianne M. Parrs, executive vice president, International Paper, will serve as chief financial officer until a permanent successor to Liddell is named. Parrs, who will retain her current responsibilities as executive vice president, has been with International Paper for 30 years in a variety of roles. She has in-depth business and financial expertise, including four years as the company’s chief financial officer. “I am confident that Marianne will provide outstanding leadership to the finance organization during this transition period,” Faraci said.

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 ^® (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.

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