INTERNATIONAL PAPER CO /NEW/ — Director's Dealing 2004

Jul 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTERNATIONAL PAPER CO /NEW/ (IP)
CIK: 0000051434
Period of Report: 2004-06-30

Reporting Person: CARTER JEROME N (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-30	Common Stock	$	A	8	Acquired		Common Stock (8)	Indirect

Footnotes

F1: Share numbers are rounded.

F2: Amounts deferred pursuant to the IP Deferred Compensation Savings Plan.

F3: Investments in the SSP (International Paper Salaried Savings Plan) and DCSP (International Paper Deferred Compensation Savings Plan) are in a unitized fund of shares and cash. The investment in the DCSP operates similar to the SSP company stock fund, and the number of units will vary as the price of the Issuer's common stock varies.