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: June 29, 2005

Date of Earliest Event Reported: June 26, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On June 27, 2005, International Paper Company (the “Company”) issued a press release relating to the Company’s expected second quarter earnings. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 5.02 ELECTION OF DIRECTOR

On June 28, 2005, the Company issued a press release relating to the election of John F. Turner as a director of International Paper Company, effective July 11, 2005. The Committee assignment for Mr. Turner has not yet been determined. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference herein.

ITEM 8.01 OTHER EVENTS

On June 26, 2005, the Company issued a press release announcing the Company’s exploration of strategic options for its 50.5 percent stake in Carter Holt Harvey. A copy of the press release is filed herewith as Exhibit 99.3 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit 99.1:	Press Release of International Paper Company, dated June 27, 2005.
Exhibit 99.2:	Press Release of International Paper Company, dated June 28, 2005.
Exhibit 99.3:	Press Release of International Paper Company, dated June 26, 2005.

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.

Date: June 29, 2005	INTERNATIONAL PAPER COMPANY
	(Registrant)
	By:	/s/ Andrea L. Dulberg
	Name:	Andrea L. Dulberg
	Title:	Assistant Secretary

EX-99.1

EXHIBIT 99.1

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET                  

STAMFORD, CT 06921                    

News Release

Media Contacts:	Jennifer Boardman, 203-541-8407
	Amy Sawyer, 203-541-8308
Investor Contacts:	Darial Sneed, 203-541-8541
	Brian Turcotte, 203-541-8632

International Paper Expects Lower Second-Quarter Earnings

STAMFORD, Conn., – June 27, 2005 – International Paper (NYSE: IP) today announced it expects earnings for second quarter 2005 to be lower than current analysts’ consensus estimates, as a result of weaker-than-expected paper and industrial packaging volumes sold. The company currently estimates that second-quarter earnings would be approximately $0.25 to $0.30 per share, before special items.

“Our first quarter volume was the strongest in four years, and the pick-up in demand and pricing we experienced in March led us to anticipate some modest improvement in the second quarter. However, sales volumes have been lower than expected in our packaging and printing papers businesses. The lower volumes, coupled with high input costs for energy, chemicals and wood, impacted our margins,” said Chairman and Chief Executive Officer John Faraci.

As a result of the lower volumes, the company experienced greater-than-expected lack of order downtime in printing papers and industrial packaging during the second quarter. This is in addition to the previously announced uncoated free sheet capacity closures at its Androscoggin mill in Jay Maine, the Pensacola mill in Cantonment, Fla., and the Bastrop, La., mill, which amounts to 430,000 tons annually.

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.

# # #

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.

EX-99.2

EXHIBIT 99.2

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET                  

STAMFORD, CT 06921                    

News Release

CONTACTS:

Media:	Jennifer Boardman, 203-541-8407
Investors:	Darial Sneed, 203-541-8541
	Brian Turcotte, 203-541-8632

International Paper Elects John F. Turner to its Board of Directors

STAMFORD, Conn. – June 28, 2005 – International Paper (NYSE: IP) today announced the election of John F. Turner to its board of directors, effective July 11, 2005. Mr. Turner most recently served as assistant secretary of state for oceans and international environmental and scientific affairs, where he received the Department’s Distinguished Honor Award from Secretary of State Colin Powell in January.

“John has had an outstanding career in public service and possesses a unique perspective on conservation and environmental stewardship on both a national and a global basis – all of which will be of great value to International Paper,” said John Faraci, International Paper’s chairman and chief executive officer.

Prior to serving in the Department of State, Mr. Turner was president and chief executive officer of the Conservation Fund. Between 1989 and 1993, he was director of the U.S. Fish and Wildlife Service, where he oversaw the nation’s wetlands, fishery, endangered species, migratory bird and wildlife refuge programs. He also served in the Wyoming state legislature for 19 years and is a past president of the Wyoming State Senate.

Formerly, Mr. Turner served as chairman of the board of directors of the Bank of Jackson Hole, chairman of the Institute of Environment and Natural Resources at the University of Wyoming, and as board member for Northeast Utilities, The Land Trust Alliance and The National Wildlife Refuge Association.

Mr. Turner received a Master of Science in wildlife ecology from the University of Michigan and a Bachelor of Arts in biology from the University of Notre Dame.

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.

# # #

EX-99.3

EXHIBIT 99.3

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET                  

STAMFORD, CT 06921                    

News Release

Media Contacts:	Jennifer Boardman, 203-541-8407
	Amy Sawyer, 203-541-8308
Investor Contacts:	Darial Sneed, 203-541-8541
	Brian Turcotte, 203-541-8632

International Paper to Explore Strategic Options for its 50.5 Percent Stake in

New Zealand-based Carter Holt Harvey

STAMFORD, Conn., – June 26, 2005 – International Paper (NYSE: IP) announced today that it will explore strategic alternatives for its 50.5 percent stake in Carter Holt Harvey (CHH).

“Carter Holt has a great business position in Australasia. We have confidence in the management of CHH and their strategy to improve and grow the business. However, many aspects of our original plans for investment in CHH have changed, and we’ve decided to reassess the role of CHH in IP’s global portfolio,” said John Faraci, chairman and chief executive officer of International Paper.

IP acquired its stake in CHH in a series of transactions beginning with 16 percent in 1991 as partners with a local New Zealand investment group. IP increased its stake to 26 percent in 1994 and acquired a controlling interest in 1995, which has remained in the range of 50.5 percent.

IP will consult with the board of directors and management of CHH to facilitate a process to explore strategic alternatives for selling its shares.

“CHH has a solid plan to continually improve the business, and we will work closely with them during our evaluation process,” said Faraci. “We hope to identify acceptable strategic alternatives for our shares before the end of the year.”

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.

# # #

Statements in this news 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, uncertainty as to whether the sale of the shares will be completed, the strength of demand for the company’s products and changes in overall demand, the effects of competition from foreign and domestic producers, 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.