8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report: September 26, 2005

Date of Earliest Event Reported: September 21, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On September 21, 2005, International Paper Company (the “Company”) announced the completion of the sale of its 50.5 percent stake in Carter Holt Harvey Ltd., to Rank Group Investments Ltd. Proceeds of the sale totaled US $1.14 billion and will be used primarily to reduce debt. The estimated pre-tax and after-tax gain on the sale are anticipated to be approximately $25 million and $350 million, respectively.

A copy of the Company’s press release 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 September 21, 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.

INTERNATIONAL PAPER COMPANY
(Registrant)
By:	/S/ ANDREA L. DULBERG
	Name:  Andrea L. Dulberg
	Title:    Assistant Secretary
Date: September 26, 2005

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EXHIBIT INDEX

Exhibit 99.1:    Press Release of International Paper Company, dated September 21, 2005.

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EX-99.1

Exhibit 99.1

INTERNATIONAL PAPER PLAZA

400 ATLANTIC STREET

STAMFORD, CT 06921

News Release

IP Completes Sale of Its Carter Holt Harvey Stake to Rank Group

STAMFORD, Conn., – Sept. 21, 2005 – International Paper (NYSE: IP) has completed the sale of its 50.5-percent stake in Carter Holt Harvey Ltd. to Rank Group Investments Ltd. for NZ$2.50 per share, per the lock-in agreement signed by both companies on Aug. 16. Proceeds of the sale totaled US$1.14 billion, and will be used primarily to reduce debt.

IP’s acceptance of the offer satisfies the minimum shareholder acceptance condition of the full takeover offer, launched Sept. 14.

“This is an important first step in IP’s transformation plan, and I’m pleased with how quickly we completed the transaction. It’s an indication that we are serious and focused on getting value and executing our strategy,” said John Faraci, IP’s chairman and chief executive officer. “While we remain confident in CHH’s leadership and strategy to grow and improve, our priorities have evolved and the business climate has changed. The timing was right for us to divest our interests.”

Headquartered in the United States, 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.

# # #

This press release contains forward-looking statements. These statements reflect management’s current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ relate to (i) market and economic factors, including competition, demand and pricing for the Company’s products, the level of housing starts, changes in the cost or availability of raw materials and energy, changes in international economic conditions, specifically in Brazil, Russia, Poland and China, changes in currency exchange rates, changes in credit ratings issued by nationally recognized statistical rating organizations, and pension and healthcare costs, (ii) the Company’s transformation plan, including the ability to accomplish the transformation plan, the impact of the plan on the Company’s relationship with its employees, customers and vendors and the ability to realize anticipated profit improvement from the plan, and (iii) results of legal proceedings and compliance costs, including unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and the uncertainty of the costs and other effects of pending litigation. 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.

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

The following related press releases are available at www.internationalpaper.com:

• International Paper Agrees to Sell its 50.5 Percent Carter holt Harvey Stake to Rank Group (Aug. 16, 2005)

• International Paper to Explore Strategic Options for its 50.5 Percent Stake in New Zealand-based Carter Holt Harvey (June 26, 2005)