<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM 10-Q

(Mark One)

------
  X              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
------
                      EXCHANGE ACT OF 1934

      For the quarterly period ended                 June 30, 1999
                                        ----------------------------------------

                                       OR

------
                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
------
                     SECURITIES EXCHANGE ACT OF 1934

      For the transition period from                     to
                                        ----------------------------------------

Commission File Number                           1-3053
                            ----------------------------------------------------

                      Champion International Corporation
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               New York                                   13-1427390
---------------------------------------      ----------------------------------
    State or other jurisdiction of          (I.R.S. Employer Identification No.)
    incorporation or organization

                One Champion Plaza, Stamford, Connecticut 06921
        ---------------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                 203-358-7000
        ---------------------------------------------------------------
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                    Yes     X         No
                                        ----------           -----------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                 Class                             Outstanding at July 31, 1999
----------------------------------------          ------------------------------
      Common stock, $.50 par value                          95,995,239
<PAGE>

                         PART I. FINANCIAL INFORMATION
                         -----------------------------

Item 1.  Financial Statements.
-----------------------------

              CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF INCOME (unaudited)
                        (in millions, except per share)

<TABLE>
<CAPTION>
                                                    Six Months Ended              Three Months Ended
                                                        June 30,                       June 30,
                                              -----------------------------  ----------------------------
                                                  1999           1998            1999           1998
                                              -------------  --------------  -------------  -------------
<S>                                           <C>            <C>             <C>            <C>

 Net Sales                                        $2,575.9       $ 2,950.8       $1,301.2       $1,473.8

 Costs and Expenses
     Cost of products sold                         2,245.2         2,579.6        1,114.7        1,287.1
     Selling, general and administrative expenses    174.1           190.0           90.5           96.1
     Interest and debt expense                       124.3           134.8           61.5           67.3
     Other (income) expense - net (Note 2)           (60.9)          (21.7)         (17.9)         (19.7)
                                              -------------  --------------  -------------  -------------
 Total costs and expenses                          2,482.7         2,882.7        1,248.8        1,430.8

 Income Before Income Taxes                           93.2            68.1           52.4           43.0

 Income Taxes                                         12.3            17.0           13.1           10.9
                                              -------------  --------------  -------------  -------------

 Net Income                                         $ 80.9          $ 51.1         $ 39.3         $ 32.1
                                              =============  ==============  =============  =============


 Average Number of Common Shares Outstanding          95.7            96.2           95.8           96.2
                                              =============  ==============  =============  =============

 Earnings Per Common Share (Exhibit 11):
     Basic                                           $ .85           $ .53          $ .41          $ .33
                                              =============  ==============  =============  =============
     Diluted                                         $ .84           $ .53          $ .41          $ .33
                                              =============  ==============  =============  =============

 Cash Dividends Declared                             $ .10           $ .10          $ .05          $ .05
                                              =============  ==============  =============  =============
</TABLE>


The accompanying Notes to Consolidated Financial Statements are an integral part
                              of this statement.

                                       2
<PAGE>

              CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                           (in millions of dollars)

<TABLE>
<CAPTION>
                                                                                June 30,      December 31,
                                                                                  1999           1998
 ASSETS:                                                                       (unaudited)
                                                                             --------------  -------------
<S>                                                                          <C>             <C>
 Current Assets:
   Cash and cash equivalents                                                       $ 413.0        $ 300.4
   Short-term investments                                                             32.0              -
   Receivables - net                                                                 580.1          520.5
   Inventories                                                                       419.0          503.5
   Prepaid expenses                                                                   41.6           27.5
   Deferred income taxes                                                              83.9           86.6
                                                                             --------------  -------------
      Total Current Assets                                                         1,569.6        1,438.5
                                                                             --------------  -------------

 Timber and timberlands, at cost - less cost of timber harvested                   2,303.1        2,430.4
                                                                             --------------  -------------
 Property, plant and equipment, at cost                                            7,376.5        8,585.3
   Less - Accumulated depreciation                                                 3,476.1        4,356.5
                                                                             --------------  -------------
                                                                                   3,900.4        4,228.8
                                                                             --------------  -------------

 Other assets and deferred charges                                                   666.8          742.2
                                                                             --------------  -------------
           Total Assets                                                          $ 8,439.9       $8,839.9
                                                                             ==============  =============

 LIABILITIES AND SHAREHOLDERS' EQUITY:
 Current Liabilities:
   Current installments of long-term debt                                          $ 428.8        $ 228.0
   Short-term borrowings                                                              72.3           89.8
   Accounts payable and accrued liabilities                                          646.7          720.3
   Income taxes                                                                       13.4           10.4
                                                                             --------------  -------------
      Total Current Liabilities                                                    1,161.2        1,048.5
                                                                             --------------  -------------

 Long-term debt                                                                    2,592.5        2,947.5
                                                                             --------------  -------------
 Other liabilities                                                                   805.5          786.8
                                                                             --------------  -------------
 Deferred income taxes                                                               937.4          961.2
                                                                             --------------  -------------

 Shareholders' Equity:
   Capital Shares:
     Common (111,408,219 and 111,025,755, shares issued at
          June 30, 1999 and December 31, 1998, respectively)                          55.7           55.5
     Capital surplus                                                               1,721.2        1,705.5
   Retained Earnings                                                               2,299.7        2,228.4
                                                                             --------------  -------------
                                                                                   4,076.6        3,989.4
   Treasury shares, at cost                                                         (689.3)        (689.7)
   Accumulated other comprehensive income                                           (444.0)        (203.8)
                                                                             --------------  -------------
      Total Shareholders' Equity                                                   2,943.3        3,095.9
                                                                             --------------  -------------
           Total Liabilities and Shareholders' Equity                            $ 8,439.9       $8,839.9
                                                                             ==============  =============

</TABLE>

The accompanying  Notes to Consolidated  Financial  Statements are an integral
                            part of this statement.

                                       3
<PAGE>

              CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CASH FLOWS (unaudited)
                           (in millions of dollars)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                             -----------------------------
                                                                 1999            1998
                                                             --------------  -------------
<S>                                                          <C>             <C>
 Cash flows from operating activities:
 Net income                                                         $ 80.9         $ 51.1
 Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation expense                                            177.3          207.4
     Cost of timber harvested                                         39.9           46.0
     Net gain on sale of assets                                       (4.1)         (16.5)
     Foreign currency transaction (gain) loss                        (41.6)          (4.1)
     Changes in assets and liabilities, net of acquisitions
       and divestitures:
           Receivables                                               (96.4)         (31.0)
           Inventories                                                 8.2           (0.1)
           Prepaid expenses                                          (18.2)           3.2
           Accounts payable and accrued liabilities                   (5.4)         (54.8)
           Income taxes payable                                       12.2           10.4
           Other liabilities                                          18.1            3.9
           Deferred income taxes                                     (12.2)          (6.4)
     All other - net                                                  10.3           12.9
                                                             --------------  -------------
 Net cash provided by operating activities                           169.0          222.0
                                                             --------------  -------------
 Cash flows from investing activities:
     Expenditures for property, plant and equipment                  (94.8)        (144.6)
     Timber and timberlands expenditures                             (47.7)         (63.9)
     Acquisitions of timberlands and mills (Note 3)                      -          (58.1)
     Purchase of investments                                         (32.0)          (2.7)
     Proceeds from sales of divested operations                      192.2          459.1
     Proceeds from sales of property, plant and equipment
         and timber and timberlands                                    8.9           28.1
     All other - net                                                  (8.6)          (2.4)
                                                             --------------  -------------
 Net cash provided by investing activities                            18.0          215.5
                                                             --------------  -------------
 Cash flows from financing activities:
     Proceeds from issuance of long-term debt                         25.1          441.0
     Payments of current installments of long-term
        debt and long-term debt                                      (95.0)        (902.9)
     Cash dividends paid                                              (9.6)          (9.6)
     All other - net                                                   5.1           (2.1)
                                                             --------------  -------------
 Net cash used in financing activities                               (74.4)        (473.6)
                                                             --------------  -------------
 Increase (decrease) in cash and cash equivalents                    112.6          (36.1)
 Cash and Cash Equivalents:
 Beginning of period                                                 300.4          275.0
                                                             --------------  -------------
 End of period                                                     $ 413.0        $ 238.9
                                                             ==============  =============
 Supplemental cash flow disclosures:
     Cash paid during the period for:
         Interest (net of capitalized amounts)                     $ 120.6        $ 145.5
         Income taxes (net of refunds)                                12.3           12.1

</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
                              of this statement.

                                       4
<PAGE>

              CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

                                 June 30, 1999


Note 1.

The  unaudited  information  furnished in this report  reflects all  adjustments
which are, in the opinion of management, necessary to present fairly a statement
of the results for the interim periods reported.  All such adjustments made were
of a normal recurring nature. Certain amounts for 1998 have been reclassified to
conform to the current year's presentation.

Note 2.

Other income  (expense) - net for the six months ended June 30, 1999  includes a
net foreign  currency  transaction  gain of $38.6 million  recorded in the first
quarter of 1999 for the company's Brazilian operations. Other income (expense) -
net for the three months and six months  ended June 30, 1998  includes a gain of
$11.6 million from the sale of certain timberlands.

Note 3.

In 1998, the company's  Brazilian  subsidiary  acquired Inpacel and its forestry
affiliate  for  $75  million,  before  netting  $17  million  of cash  and  cash
equivalents  owned by  Inpacel.  At the  time of its  acquisition,  Inpacel  had
outstanding  debt of $277  million  and $55  million of other  liabilities.  The
acquisition was accounted for as a purchase.

Note 4.

Information  about  the  company's  operations  in  different  businesses  is as
follows:

<TABLE>
<CAPTION>
                                                    Six Months Ended              Three Months Ended
                                                        June 30,                       June 30,
                                              -----------------------------  ----------------------------
(in millions of dollars)                          1999           1998            1999           1998
--------------------------------------------  -------------  --------------  -------------  -------------
<S>                                           <C>            <C>             <C>            <C>

Net Sales to Unaffiliated Customers
    Pulp and Paper
         North America                            $1,386.8        $1,837.8        $ 675.5        $ 908.0
         Brazil                                      188.0           226.4          102.3          119.4
         Distribution                                396.6           423.5          197.0          206.0
                                              -------------  --------------  -------------  -------------
         Total Pulp and Paper                      1,971.4         2,487.7          974.8        1,233.4
                                              -------------  --------------  -------------  -------------

    Wood Products                                    604.5           463.1          326.4          240.4
                                              -------------  --------------  -------------  -------------

    Total                                         $2,575.9        $2,950.8       $1,301.2       $1,473.8
                                              =============  ==============  =============  =============

</TABLE>

                                       5
<PAGE>

              CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

<TABLE>
<CAPTION>
                                                    Six Months Ended              Three Months Ended
                                                        June 30,                       June 30,
                                              -----------------------------  ----------------------------
(in millions of dollars)                          1999           1998            1999           1998
--------------------------------------------  -------------  --------------  -------------  -------------
<S>                                           <C>            <C>             <C>            <C>
Intersegment Sales
    Pulp and Paper
         North America                              $ 67.1          $ 71.8         $ 33.3         $ 34.6
         Brazil                                        9.1             3.5            6.0            1.5
         Distribution                                  8.8            12.2            4.3            6.0
                                              -------------  --------------  -------------  -------------
         Total Pulp and Paper                         85.0            87.5           43.6           42.1
                                              -------------  --------------  -------------  -------------

    Wood Products                                    204.2           262.4           92.6          124.0
                                              -------------  --------------  -------------  -------------

    Total                                          $ 289.2         $ 349.9        $ 136.2        $ 166.1
                                              =============  ==============  =============  =============


Income From Operations
    Pulp and Paper
         North America                              $ (9.8)        $ 121.1          $ 0.9         $ 59.1
         Brazil                                       67.5            48.9           35.3           26.8
         Distribution                                  9.7             6.8            3.6            1.6
                                              -------------  --------------  -------------  -------------
         Total Pulp and Paper                         67.4           176.8           39.8           87.5
                                              -------------  --------------  -------------  -------------

    Wood Products                                    111.1            27.6           68.7           13.3
                                              -------------  --------------  -------------  -------------

    General Corporate Expense                        (22.0)          (23.2)         (12.5)         (10.1)
                                              -------------  --------------  -------------  -------------

    Total                                          $ 156.5         $ 181.2         $ 96.0         $ 90.7
                                              =============  ==============  =============  =============
</TABLE>

Note 5.

On October 7, 1997, the company  approved a plan to maximize  total  shareholder
return  by  focusing  on  strategic  businesses,  increasing  profitability  and
improving financial  discipline.  As part of this plan, the company has divested
several  non-strategic  product  segments  and  approximately  300,000  acres of
timberlands  and will divest the  Hamilton,  Ohio mill.  The  profit-improvement
program  includes a  reduction  in the  company's  world-wide  workforce  in the
businesses  remaining  after the  divestitures  by 11%, or  approximately  2,000
positions,  by the end of 1999.  In the  fourth  quarter  of 1997,  the  company
recorded a pre-tax charge of $891 million ($552 million after-tax,  or $5.76 per
share) in connection  with this plan. In the fourth quarter of 1998, the company
recorded a pre-tax  charge of $80 million  ($49 million  after-tax,  or $.52 per
share) to recognize  additional  costs  associated  with the  divestiture of the
non-strategic product segments.


                                       6
<PAGE>

               CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


At June 30,  1999,  the company  had  achieved  its  targeted  reduction  in its
world-wide  workforce  in the  businesses  which  are not  part  of the  planned
divestitures (excluding positions added as the result of certain acquisitions in
Canada, Brazil and Maine).

In 1998, the company sold its newsprint  business,  its Texas recycling  centers
and its  Belvidere,  Illinois  tray  plant  for a total of  $481.5  million.  In
December  1998,  the  company  agreed  to sell  approximately  300,000  acres of
timberlands in the northeast to The Conservation Fund for $76.2 million. As part
of the  transaction,  on June  30,  1999,  the  company  completed  the  sale of
approximately  143,000 acres in New York for approximately $46 million.  In July
and August 1999, the company  completed the sale of the remaining  approximately
151,000  acres  of  timberlands  in New  Hampshire  and  Vermont  for a total of
approximately  $30.2  million.  On May 14,  1999,  the company  sold its mill in
Canton,  North  Carolina and its liquid  packaging  business  for $200  million,
consisting  of $170 million in cash and a $30 million  note.  The contract  also
provides the  opportunity  for the company to receive an additional  contingency
payment in the future.  On June 11, 1999, the company sold its mill in Deferiet,
New York for $34.5 million, a substantial portion of which was paid in cash. The
company is continuing to actively pursue the sale of its mill in Hamilton, Ohio.
In  addition,  the company has offered for sale  approximately  54,000  acres of
timberlands in North Carolina and Tennessee.

Results of  operations  for the product  segments  divested  and to be divested,
included in the accompanying consolidation statement of income, are as follows.

<TABLE>
<CAPTION>
                                                     Six Months Ended             Three Months Ended
                                                         June 30,                     June 30,
                                              -----------------------------------------------------------
(in millions of dollars)                          1999           1998            1999           1998
--------------------------------------------  -------------  --------------  -------------  -------------
<S>                                           <C>            <C>             <C>            <C>

Net sales                                          $ 308.5         $ 618.8        $ 124.0        $ 291.1
Costs and expenses                                   322.2           615.1          132.7          287.8
                                              -------------  --------------  -------------  -------------

Income (loss) from operations                      $ (13.7)          $ 3.7         $ (8.7)         $ 3.3
                                              =============  ==============  =============  =============

</TABLE>

The  consolidated  balance sheet includes the following  amounts  related to the
product segments to be divested, excluding the reserve for asset impairment:

June 30,                                                         1999
--------------------------------------------                 --------------
(in millions of dollars)

Current assets                                                      $ 76.4
Long-term assets (primarily property, plant
     and equipment)                                                  128.8
Current liabilities                                                  (11.1)
                                                             --------------

Net assets                                                         $ 194.1
                                                             ==============


                                       7
<PAGE>

               CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Activity  in the  first  six  months  of  1999  of the  remaining  reserves  and
liabilities associated with the provision for restructuring is as follows:


<TABLE>
<CAPTION>
                                                                 Asset
                                                Balance at     Retirements     Balance at
                                               December 31,     and Cash        June 30,
(in millions of dollars)                          1998          Payments          1999
--------------------------------------------  -------------  --------------  -------------
<S>                                           <C>            <C>             <C>

Reserve for asset impairment                       $ 569.0        $ (436.3)       $ 132.7
Liabilities                                           92.5            (9.3)          83.2
                                              -------------  --------------  -------------

                                                   $ 661.5        $ (445.6)       $ 215.9
                                              =============  ==============  =============
</TABLE>

Note 6.

Comprehensive  income reflects  changes in equity that result from  transactions
and economic events from nonowner sources.  Comprehensive income for the periods
presented below includes foreign currency  translation items associated with the
company's  Brazilian  and Canadian  operations.  There was no tax expense or tax
benefit  associated with the foreign currency  translation items, other than the
cumulative tax effect described below.

Comprehensive income (unaudited)

<TABLE>
<CAPTION>
                                                    Six Months Ended              Three Months Ended
(in millions of dollars)                                June 30,                       June 30,
--------------------------------------------  -----------------------------  ----------------------------
                                                  1999           1998            1999           1998
                                              -------------  --------------  -------------  -------------
<S>                                           <C>            <C>             <C>            <C>

Net income                                          $ 80.9          $ 51.1         $ 39.3         $ 32.1
Foreign currency translation
  adjustments:
    Cumulative tax effect of
      changing the functional
      currency for Brazilian
      operations to the Brazilian Real                   -           (51.5)             -              -

    Other foreign currency
      translation adjustments                       (240.2)          (41.5)         (12.7)         (27.8)
                                              -------------  --------------  -------------  -------------

Net foreign currency translation
  adjustment                                        (240.2)          (93.0)         (12.7)         (27.8)
                                              -------------  --------------  -------------  -------------

Comprehensive income (loss)                        $(159.3)        $ (41.9)        $ 26.6          $ 4.3
                                              =============  ==============  =============  =============

</TABLE>

                                       8
<PAGE>

               CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Note 7.

The company  occasionally  enters into forward  exchange  contracts and interest
rate swap  agreements to hedge certain  assets that are  denominated  in foreign
currencies. In addition, the company occasionally enters into interest rate swap
agreements  which convert variable rate debt to fixed interest rate. At June 30,
1999, the company had no  significant  forward  exchange  contracts and interest
rate  swap  agreements   outstanding.   The  company  does  not  hold  financial
instruments for trading purposes.

Note 8.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities".  The Statement, which will be effective for the company
beginning  in  the  fiscal  year  2001,  establishes  accounting  and  reporting
standards requiring that every derivative  instrument be recorded in the balance
sheet as  either  an asset  or a  liability  measured  at its  fair  value.  The
Statement requires that changes in each derivative's fair value be recognized in
earnings unless specific hedge accounting criteria are met.

The company  has not yet  quantified  the  anticipated  impact on the  financial
statements of adopting the  Statement.  However,  given the current level of the
company's  derivative and hedging  activities,  the impact is not expected to be
material.


                                       9
<PAGE>

               CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations.
-------------

Results of Operations
---------------------

Overall Quarterly Results

The company  reported net income in the second quarter of 1999 of $39 million or
41 cents per diluted share, compared to last year's second quarter net income of
$32  million or 33 cents per share,  which  included  income of seven  cents per
share due to the sale of certain timberlands.  In the first quarter of 1999, net
income was $42 million or 43 cents per diluted share, which included earnings of
40 cents per share from the impact of the devaluation of the Brazilian  currency
on  U.S.-denominated  investments  held by the  company's  Brazilian  operation.
Excluding special items, net income was $25 million or 26 cents per share in the
second quarter of last year and $3 million or three cents per share in the first
quarter of 1999. As discussed  below, the improvement from the second quarter of
last year was primarily due to significantly higher operating income in the wood
products segment,  which more than offset the decline in operating income in the
North American pulp and paper segment. The improvement from the year-ago quarter
also reflected lower overall  manufacturing  costs,  lower selling,  general and
administrative  expenses,  lower interest expense  and--excluding a special item
last  year--higher  other  (income)  expense - net.  The  improvement  from last
quarter was mainly due to higher  operating income in the wood products and pulp
and paper  segments  and--excluding  a special item last  quarter--higher  other
(income) expense - net.

Significant Income Statement Changes

Net sales of $1.3 billion  decreased  from $1.47 billion last year and increased
from $1.27 billion last quarter. Gross profit of $187 million was even with last
year and improved from $144 million last quarter.  Pre-tax income of $52 million
improved  from $43 million a year ago and $41 million  last  quarter,  including
special  items in the two prior  quarters.  The  decline  in net sales  from the
year-ago  quarter was principally due to (i) the June 1998 sale of the company's
newsprint  business,  (ii) the May 1999 sale of the  company's  mill in  Canton,
North  Carolina,  the extruding and converting  facility in  Waynesville,  North
Carolina,  and the liquid packaging  business (the "Canton  System"),  (iii) the
June 1999 sale of the company's groundwood specialty mill in Deferiet,  New York
and (iv)  significantly  lower prices for pulp and most of the  company's  paper
grades,  all of which more than  offset  higher  lumber and  plywood  prices and
shipments. The improvement in pre-tax income from last year was primarily due to
significantly higher lumber and plywood prices and shipments,  higher West Coast
timber  sales,  and lower  overall  manufacturing  costs,  interest  expense and
selling,  general and  administrative  expenses,  which was partially  offset by
sharply  lower  prices  for pulp and most of the  company's  paper  grades.  The
improvements  in net sales,  gross  profit and pre-tax  income from last quarter
were mainly due to higher  lumber and plywood  prices,  increased  shipments  of
lumber and plywood in Canada, higher West Coast

                                      10
<PAGE>

timber sales and higher prices for uncoated  free sheet and kraft papers,  which
more than offset lower prices for coated and uncoated  groundwood  papers,  and,
with respect to pre-tax income,  less favorable other (income) expense - net due
to a special item last quarter.

The  aggregate  cost of products  sold declined from last year and last quarter.
The  decline  from  last  year  was  principally  due to lower  paper  shipments
resulting  from the sales of the newsprint  business,  the Canton System and the
Deferiet mill, as well as lower overall  manufacturing  costs.  The decline from
last quarter was primarily due to lower paper shipments resulting from the sales
of the Canton System and the Deferiet mill.

Selling,  general  and  administrative  expenses  declined  from  last  year and
increased  from last  quarter.  The  decline  from last year was  mainly  due to
corporate  and  sales  staff  reductions  resulting  from the  company's  profit
improvement  plan. The increase from last quarter was  principally due to higher
legal and professional  costs and the impact of stock price  fluctuations on the
value of stock appreciation rights and other stock-based compensation.

Interest and debt expense  decreased from last year and last quarter,  primarily
due to lower outstanding domestic and foreign debt.

Other  (income)  expense  - net  included  a $12  million  gain from the sale of
certain timberlands last year and a net foreign currency transaction gain of $39
million for the company's Brazilian subsidiary,  Champion Papel e Celulose Ltda.
("CPC"),  last quarter.  Excluding  these items,  other  (income)  expense - net
improved from last year and last quarter,  mainly due to higher  interest income
(primarily  resulting  from the  investment of asset  divestiture  proceeds) and
higher gains from the dispositions of fixed assets and timberlands.

The company's effective tax rate reflects the mix of earnings from the company's
operations  in  North  America  and  Brazil;  the tax rate  applicable  to North
American  operations is higher than the  Brazilian  tax rate.  The effective tax
rate for the second quarter of 1999 was  approximately  even with last year, but
was higher than the rate associated  with the tax benefit for last quarter.  The
income tax  benefit  last  quarter  reflected  the impact of the $39 million net
foreign currency transaction gain, which is not taxable.

Pulp, Paper and Distribution

Each of the company's  North  American and Brazilian pulp and paper segments and
its distribution  segment is discussed  separately  below. For these segments in
the aggregate,  second quarter operating income of $40 million compared with $88
million in the year-ago  quarter and $28 million last quarter.  The decline from
the year-ago quarter was principally due to significantly  lower prices for pulp
and  most  grades  of  paper,  which  was  partially  offset  by  lower  overall
manufacturing costs and by improved results in Brazil. The improvement from last
quarter was  primarily  due to higher  prices for uncoated  free sheet and kraft
papers and increased shipments of coated papers.

                                      11
<PAGE>

North American Pulp and Paper Segment

The North  American  pulp and paper segment  consists of the company's  domestic
pulp and paper operations,  excluding its distribution  business, as well as the
softwood market pulp operations at the company's Canadian  subsidiary,  Weldwood
of Canada Limited ("Weldwood").

Operating  income for the company's  North American pulp and paper segment of $1
million  represented  a  significant  decline from the  operating  income of $59
million a year ago, but an  improvement  from the operating  loss of $11 million
last  quarter.  Total North  American  paper,  packaging  and pulp  shipments of
approximately 1.1 million tons decreased from 1.4 million tons last year and 1.2
million  tons  last  quarter,  primarily  due  to  the  divestiture  of  various
facilities discussed above under "Significant Income Statement Changes".

A summary of shipments and prices of the company's  major U.S. paper products is
as follows:

<TABLE>
<CAPTION>
                                                Shipments
                                          (Thousands of Short Tons)           Average Price Per Ton
                                          -------------------------          -----------------------
                                         2nd Qtr   1st Qtr  2nd Qtr       2nd Qtr   1st Qtr    2nd Qtr
Product                                    1999     1999      1998          1999       1999      1998
-------                                    ----     ----      ----          ----       ----      ----
<S>                                       <C>      <C>       <C>           <C>        <C>       <C>

Uncoated Free Sheet                         339      371       377          $610       $587      $689
Coated Free Sheet                           154      147       143          $848       $855      $950
Coated Groundwood                           193      170       189          $819       $835      $943
Uncoated Groundwood                          52       50        90          $658       $698      $642
Kraft Paper & Linerboard                    130      133       131          $374       $344      $388
</TABLE>

The mills in the  domestic  coated  papers  business  are in  Bucksport,  Maine;
Quinnesec,  Michigan;  and  Sartell,  Minnesota.  Pulp  sales at  Quinnesec  and
uncoated  groundwood papers produced at Sartell also are included in the results
of this  business.  Operating  income for the domestic  coated  papers  business
declined  substantially  from last year and  moderately  from last quarter.  The
declines  were  mainly due to lower  prices for coated and  uncoated  groundwood
papers and, compared to the year-ago quarter, coated free sheet papers and pulp,
as well as a scheduled maintenance outage at the Quinnesec pulp mill.

The mills in the domestic uncoated papers business are in Pensacola, Florida and
Courtland,  Alabama. Pulp sales at Pensacola and Courtland and coated free sheet
papers sales at Courtland also are included in the results of this business. The
operating loss for the domestic  uncoated papers business  represented a decline
from the  operating  profit of last year,  but improved  substantially  from the
larger loss last  quarter.  The decline  from last year was  principally  due to
lower  prices for  coated and  uncoated  free sheet  papers and pulp,  partially
offset by lower  manufacturing  costs. The improvement from last quarter was due
to higher  prices for uncoated  free sheet papers and pulp.  Prices for uncoated
free sheet papers continued to improve early in the third quarter.

                                      12
<PAGE>

Linerboard and kraft papers are produced at the Roanoke  Rapids,  North Carolina
mill.  Operating  income for the kraft papers business  decreased  slightly from
last year, but improved from last quarter. The decline from the year-ago quarter
was mainly due to lower prices for kraft papers and linerboard.  The improvement
from last  quarter was  principally  due to higher  prices for kraft  papers and
linerboard.  A  maintenance  outage is scheduled at Roanoke  Rapids in the third
quarter.

The divested  operations  consist of the Canton  System and the  Deferiet  mill,
which were sold in May 1999 and June 1999, respectively,  and the Hamilton, Ohio
mill,  which  remains to be sold.  The  second  quarter  operating  loss for the
divested  operations was larger than the operating loss of last year, which also
included the results of the company's newsprint business, and the operating loss
of last  quarter.  The decline from last year was  primarily due to lower prices
for uncoated free sheet and coated groundwood papers and the operating profit at
the newsprint  business last year.  The decline from last quarter was mainly due
to a  maintenance  outage at the  Canton  mill and  lower  prices  for  uncoated
groundwood papers.

Weldwood's market pulp operations  consist of its mill in Hinton,  Alberta and a
50% interest in a joint  venture  pulp mill in Quesnel,  British  Columbia.  The
operating  loss for these  operations  represented  a decline from the operating
profit  last year and was  larger  than the  operating  loss last  quarter.  The
decline from last year was  principally  due to higher  manufacturing  costs for
northern  bleached  softwood  kraft  ("NBSK")  pulp  as a  result  of  scheduled
maintenance  outages at both pulp mills and a two-week strike at the Hinton mill
which ended on April 5, as well as lower prices and shipments for NBSK pulp. The
decline from last quarter was  primarily due to higher  manufacturing  costs for
NBSK pulp as a result of the scheduled  maintenance outages and lower shipments,
which more than offset higher  prices for NBSK pulp.  The average price for NBSK
pulp was (U.S.) $342 per ton in the second quarter of 1999, compared to $388 per
ton in the  second  quarter  of 1998  and  $323  per ton in the  first  quarter.
Shipments of 117,000 tons decreased from 143,000 tons last year and 168,000 tons
last quarter. Prices for NBSK pulp improved somewhat early in the third quarter.

Brazilian Pulp and Paper Segment

In January 1999, the government of Brazil ceased its efforts to control the rate
of  devaluation  of the Brazilian  currency,  the Real, and allowed the exchange
rate for the Real to float  freely.  As a result,  the Real devalued 30% against
the U.S.  dollar in the first quarter of 1999.  During the second  quarter,  the
exchange  rate began to stabilize,  devaluing  only an additional 3% against the
U.S. dollar. This devaluation reduced the overall cost of manufacturing, thereby
improving  the  competitive  position,  for  exports by CPC.  At any given time,
exports account for between 30% and 60% of CPC's sales. However, the devaluation
reduced the domestic selling prices on a U.S. dollar basis.  Overall, the effect
of the devaluation on CPC's operating  income for the first two quarters of 1999
was slightly positive.

The Brazilian  pulp and paper segment  consists  primarily of the pulp and paper
operations  of  CPC.  In  addition,  the  segment  includes  CPC's  wood-related
operations.  Operating income of $35 million improved from $27 million last year
and $32 million last quarter.  The improvement  from last year was mainly due to
higher operating income for Inpacel, a coated groundwood papers mill acquired in

                                      13
<PAGE>

January  1998.  The  improvement  from last quarter was  primarily due to higher
domestic  prices for  uncoated  free sheet  papers and higher  prices for coated
groundwood  papers. The overall average price for uncoated free sheet papers was
$585 per ton in the second  quarter,  compared  to $700 per ton in the  year-ago
quarter and $550 per ton last quarter.  The average price for coated  groundwood
papers at Inpacel was $716 per ton,  compared to $899 per ton last year and $634
per ton last quarter.  Uncoated free sheet papers shipments of 102,000 tons were
approximately  even with last year and increased  from 98,000 tons last quarter.
Coated  groundwood  papers  shipments of 51,000 tons  increased from 43,000 tons
last year and 48,000 tons last  quarter.  A  maintenance  outage is scheduled at
Inpacel in the third quarter.

Distribution Segment

For the company's  distribution  segment,  income from  operations of $4 million
improved  from $2 million last year but declined  from $6 million last  quarter.
The improvement from last year was mainly due to improved  margins.  The decline
from last quarter was  principally due to lower supplier  rebates  received this
quarter.

Wood Products Segment

A summary of shipments  and prices of the  company's  major wood  products is as
follows:

<TABLE>
<CAPTION>
                                                 Shipments                       Price Per Unit
                                        ----------------------------     ------------------------------
                                         2nd Qtr   1st Qtr  2nd Qtr       2nd Qtr   1st Qtr    2nd Qtr
Product                                    1999     1999      1998          1999       1999      1998
-------                                    ----     ----      ----          ----       ----      ----
<S>                                       <C>      <C>       <C>           <C>        <C>       <C>
U.S.
   Lumber - MMBF                            120      119       116          $338       $328      $325
   Softwood Plywood - MMSF 3/8"             229      229       223          $286       $267      $225

Canada
   Lumber - MMBF                            283      229       214          $323       $281      $273
   Softwood Plywood - MMSF 3/8"             115       98        90          $275       $238      $198
</TABLE>

For the  company's  wood  products  segment,  which  includes  the  wood-related
operations of Weldwood,  income from operations of $69 million improved from $13
million last year and $42 million in the first quarter of 1999. The  improvement
from last year and last quarter was  primarily  due to higher lumber and plywood
prices,  increased shipments of lumber and plywood in Canada,  higher West Coast
timber sales and lower purchased wood costs in the United States.

Foreign Operations

The company's  major foreign  operations,  which are discussed above under their
respective  business  segment  headings,  are in Canada  and  Brazil.  Net sales
(including intracompany transfers) for CPC and Weldwood for the first six months
of 1999 were (U.S.) $197 million and (U.S.) $340 million, accounting

                                      14
<PAGE>

for  8% and  13%,  respectively,  of  consolidated  net  sales  of the  company.
Excluding the special foreign  currency  transaction  gain of $39 million in the
first quarter,  pre-tax income and net income of CPC for the first six months of
1999 were $58  million and $44  million,  respectively.  Pre-tax  income and net
income of  Weldwood  for the first six months of 1999 were $28  million  and $17
million, respectively. The pre-tax income and net income of CPC and Weldwood for
the first six months of 1999 accounted for all of the company's  pre-tax and net
income.

Labor Contracts

A new six-year labor contract,  effective September 1, 1999, was ratified at the
Roanoke Rapids, North Carolina paper mill.


Financial Condition
-------------------

General

The company's  current  ratio was 1.4 to 1 at June 30, 1999,  March 31, 1999 and
year-end 1998.  Total debt to total  capitalization  declined to 44% at June 30,
1999  from  45% at  March  31,  1999  and  year-end  1998 as a  result  of lower
outstanding domestic and foreign debt.

Significant Balance Sheet Changes

The May 1999 sale of the Canton System,  the June 1999 sale of the Deferiet mill
and the 33%  devaluation of the Brazilian  currency  relative to the U.S. dollar
were the main reasons for the decreases  from December 31, 1998 in  inventories,
property,  plant and  equipment - net,  other  assets and  deferred  charges and
accounts payable and accrued  liabilities.  The 33% devaluation of the Brazilian
currency  was the  principal  reason for the decline  from  December 31, 1998 in
timber and  timberlands  - net. The increase in  receivables - net from December
31, 1998 was mainly due to higher  prices for lumber and plywood and the sale of
timberlands.  The net effect of foreign  currency  fluctuations  relative to the
U.S. dollar was a $240 million increase in the cumulative translation adjustment
since December 31, 1998 in the accumulated other comprehensive  income component
of shareholders' equity.

For a discussion of changes in long-term debt (including current  installments),
short-term borrowings and cash and cash equivalents, see below.

Cash Flows Statement - General

1999
----
In the first six months of 1999,  the  company's  net cash provided by operating
activities and asset sales,  principally  the May 1999 sale of the Canton System
and the June 1999 sale of the Deferiet mill,  exceeded the  requirements  of its
investing activities (principally capital expenditures).  The excess was used to
pay  dividends,  to pay a portion of the  company's  long-term  debt  (including
current installments)

                                      15
<PAGE>

and to increase cash and cash equivalents.  Cash and cash equivalents  increased
by $113 million in the first six months to a total of $413 million, $175 million
of which was held by the company's Brazilian and Canadian  subsidiaries.  In the
first six months, net debt payments were $70 million.  Long-term debt (including
current  installments) and short-term  borrowings in the aggregate  decreased by
$172  million,  mainly due to the impact of the  devaluation  on the debt of the
company's Brazilian subsidiary.

1998
----
In the first six months of 1998,  the  company's  net cash provided by operating
activities  and asset  sales,  primarily  the June  1998  sale of the  company's
newsprint  operations,  exceeded the  requirements  of its investing  activities
(principally capital  expenditures and the acquisition of Inpacel).  The excess,
together with cash and cash equivalents, was mainly used to pay a portion of the
company's  long-term  debt  (including  current  installments).  Cash  and  cash
equivalents decreased by $36 million to a total of $239 million.

Cash Flows Statement - Operating Activities

For the first six months,  net cash  provided by  operating  activities  of $169
million decreased from $222 million a year ago. The decrease was principally due
to lower net income,  excluding the Brazilian foreign currency transaction gain,
lower non-cash expenses for depreciation and cost of timber harvested,  a higher
increase in receivables and an increase in prepaid expenses, partially offset by
lower net gains on asset sales, a decrease in inventories, a smaller decrease in
accounts  payable  and  accrued  liabilities  and a  larger  increase  in  other
liabilities.

Cash Flows Statement - Investing Activities

For the first six months,  net cash  provided  by  investing  activities  of $18
million decreased from $216 million a year ago. The decline was primarily due to
lower  proceeds  from the  sales of  divested  operations  this  year.  This was
partially  offset  by  lower  capital  expenditures  this  year,  as well as the
acquisition of Inpacel last year.

Cash Flows Statement - Financing Activities

For the first six months,  net cash used in financing  activities of $74 million
decreased  significantly  from $474 million a year ago,  mainly due to lower net
payments of long-term debt.

At June 30, 1999 and  December  31,  1998,  the  company had no U.S.  commercial
paper,  current  maturities of long-term debt and other  short-term  obligations
classified  as long-term  debt. At June 30, 1999 and December 31, 1998, no notes
were outstanding under the company's U.S. bank lines of credit. Domestically, at
June 30, 1999,  the company had unused bank lines of credit of $1.1 billion.  At
June 30, 1999, Weldwood had unused bank lines of credit of (U.S.) $90 million.

                                      16
<PAGE>

The  annual  principal  payment  requirements  under the terms of all  long-term
agreements for the period from July 1 through December 31, 1999 are $214 million
and for the years 2000 through 2003 are $248 million,  $229 million, $28 million
and $26 million, respectively.

In June 1999,  the  company  announced  that it will  construct  a sawmill  near
Cantonment,  Florida.  The  project is  expected  to be  completed  in the third
quarter of 2000 at a cost of $61 million.

The company  presently  anticipates  that capital spending will be approximately
$425 million in 1999, all of which is expected to be financed through internally
generated funds and the use of cash and cash equivalents.

Divestiture Program

In December  1998,  the company  agreed to sell  approximately  300,000 acres of
timberlands in the northeast to The Conservation Fund for $76.2 million. As part
of this  transaction,  on June  30,  1999,  the  company  completed  the sale of
approximately  143,000 acres in New York for approximately $46 million.  In July
and August 1999, the company  completed the sale of the remaining  approximately
151,000  acres  of  timberlands  in New  Hampshire  and  Vermont  for a total of
approximately  $30.2  million.  On May 14,  1999,  the company  sold its mill in
Canton,  North Carolina,  its extruding and converting  facility in Waynesville,
North Carolina,  and its liquid packaging business to Blue Ridge Paper Products,
Inc.  for $200  million,  consisting  of $170  million in cash and a $30 million
note. The contract also provides the  opportunity  for the company to receive an
additional contingency payment in the future. On June 11, 1999, the company sold
its  groundwood  specialty  mill in  Deferiet,  New York to The  Deferiet  Paper
Company for $34.5 million, a substantial  portion of which was paid in cash. The
company is continuing to actively pursue the sale of its mill in Hamilton, Ohio.
In  addition,  the company has offered for sale  approximately  54,000  acres of
timberlands in North Carolina and Tennessee.

The Environment
---------------

As part of a national enforcement  initiative by the United States Environmental
Protection Agency,  several forest products companies have received requests for
information under Section 114 of the Clean Air Act (the "Act") and/or notices of
violation ("NOV") relating to compliance with permitting  requirements under the
Act. The company has not received a Section 114 request or a NOV  concerning any
of its facilities.

Year 2000 Computer Issue
------------------------

The  company,  as  well  as  its  customers  and  suppliers  and  the  financial
institutions and governmental entities with which it deals (collectively, "Third
Parties"),  utilize information systems that will be affected by the date change
to the year 2000.  Many of these systems,  if not modified or replaced,  will be
unable to properly recognize and process  date-sensitive  information before, on
and after January 1, 2000.

                                      17
<PAGE>

State of Readiness

In early 1996,  the company  organized  a Year 2000  project  team to assess the
impact of the Year 2000 issue on its  operations,  develop  plans to address the
issue and implement compliance. The project team developed a company-wide,  Year
2000 remediation plan which consists of a five-step  process with respect to the
company's own systems:  (1) planning;  (2) inventory  (identification of systems
that require  reprogramming or replacement);  (3) analysis (assessment of risks,
identification  of where failures may occur and  development of solutions);  (4)
programming  (remediation and/or replacement of non-compliant  systems); and (5)
testing. The project team also developed plans to seek information regarding and
to assess the Year 2000 compliance status and remediation efforts of major Third
Parties.

The company's  information systems consist of  business-information  systems and
process-control systems. The business-information  systems support financial and
administrative  processes  such as order entry,  payroll,  accounts  payable and
accounts  receivable.   The  process-control   systems  are  used  primarily  in
manufacturing operations; they include information-technology systems as well as
embedded technology, such as chips embedded in various machine components.

The company has completed all stages of the remediation plan, including testing,
for its business-  information  systems. The company has virtually completed all
stages of the  remediation  plan,  including  testing,  for its  process-control
systems and expects to finish testing in October.

The Year 2000 issue also will impact the  information  systems of Third Parties.
The company,  through meetings in some cases and written requests in others, has
ascertained  and assessed the progress of major Third Parties in identifying and
addressing  problems  with respect to the Year 2000 issue.  These Third  Parties
have  indicated  that they  expect to  successfully  address the issue in timely
fashion. However, certain of these parties have not yet provided details, deemed
satisfactory  by the company,  regarding  their state of readiness.  The company
will continue to monitor  information  regarding  Year 2000  compliance by major
Third Parties.

No significant information technology projects have been deferred as a result of
the company's Year 2000 program.

Estimated Cost of Remediation

The company currently estimates total expenditures of approximately $20 million,
substantially  all of which had been  expended as of June 30, 1999,  to make the
required  Year  2000   modifications   and  replacements  to  its  own  systems.
Approximately  two-thirds of the estimated  total cost was  associated  with the
remediation and replacement of  process-control  systems.  All  modification and
maintenance costs,  including costs to replace embedded technology that does not
significantly  extend the life or improve the  performance of the related asset,
were  expensed as  incurred.  Costs to purchase new hardware and software and to
replace embedded  technology that does significantly  extend the life or improve
the  performance of the related asset were  capitalized  and will be depreciated
over the assets'

                                      18
<PAGE>

useful lives.  All of these costs were funded  through  internal cash flow.  The
estimated total cost does not include any  expenditures  that may be incurred in
connection with the implementation of contingency  plans,  discussed below; such
expenditures are not expected to be significant.

Most Reasonably Likely Worst-Case Scenarios

The company currently believes that it has modified or replaced its own affected
systems so as to minimize detrimental effects on its operations. The company has
received written assurances regarding Year 2000 compliance from almost all Third
Parties with respect to their own systems,  but is not in a position to reliably
predict  whether  Third Parties will  experience  remediation  problems.  If the
company or major Third Parties fail to successfully address the Year 2000 issue,
there  could be a  material  adverse  impact  on the  business  and  results  of
operations  of the  company.  For  example,  while  the  company  self-generates
approximately 55% of its electrical power requirements, it purchases the balance
from outside sources. If the electrical power grid is disrupted as the result of
Year 2000 systems failures,  the company expects to curtail production until the
grid is restored.

The company has determined the most reasonably likely worst-case  scenarios that
would  result from any  failure by the  company or Third  Parties to resolve the
Year 2000 issue.  The company is considering  this matter in connection with its
development of contingency  plans,  discussed  below.  Such scenarios  include a
temporary curtailment or cessation of manufacturing operations at one or more of
the  company's  facilities,  with a  resulting  loss of  production;  safety and
environmental  exposures;  a temporary  inability  on the part of the company to
process  orders and deliver  finished  products to customers on a timely  basis;
and, in the event of Year 2000  disruptions  in the  operations of the company's
customers,  increased  inventory and receivable  levels. If these various events
were to occur, they would result in lower sales,  earnings and cash flows which,
depending on the extent of the disruptions,  could be material. However, failure
to meet critical  milestones  identified in company plans would provide  advance
notice and steps would be taken to prevent injuries to employees and others,  to
prevent environmental contamination and to minimize the loss of production.

Contingency Plans

The company has substantially  completed the development of contingency plans to
address and mitigate the potential  risks  associated  with the most  reasonably
likely worst-case scenarios,  and expects to have such plans in place by the end
of the third quarter of 1999.  Such plans include,  among other things,  seeking
alternative sources of raw materials, parts, other supplies and services.

                                     * * *

The company's Year 2000 program is an ongoing process.  Estimates of remediation
costs and completion dates as well as projections of the possible effects of any
non-compliance are subject to change.

                                      19
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
--------------------------------------------------------------------

The company's  financial market risk arises from  fluctuations in interest rates
and foreign  currencies.  Most of the company's  debt  obligations  are at fixed
interest  rates.  Consequently,  a 10% change in market interest rates would not
have a material  effect on the  company's  pre-tax  earnings or cash flows.  The
company  has no material  sensitivity  to changes in foreign  currency  exchange
rates on its derivative financial instrument position. The company does not hold
financial instruments for trading purposes.

Forward-Looking Statements
--------------------------

Certain  statements in this report that are neither reported  financial  results
nor  other  historical   information  are   forward-looking   statements.   Such
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and  uncertainties  that could cause actual results and company
plans  and  objectives  to  differ   materially  from  those  expressed  in  the
forward-looking  statements.  Such risks and  uncertainties are discussed in the
company's Annual Report on Form 10-K.

Without limiting the generality of the foregoing,  the disclosure in this report
concerning the Year 2000 computer issue includes  estimates of remediation costs
and completion dates, projections of the possible effects of any non-compliance,
possible  contingency plans and other statements that are based on the company's
current  estimate  of  future  events.   All  of  these  statements   constitute
forward-looking statements and are subject to risks and uncertainties including,
but not limited to, the ability of the company to identify  and  remediate  on a
timely basis Year 2000 issues that affect its own systems and the ability of the
company's suppliers and customers and other third parties with which it deals to
identify  and  remediate  on a timely  basis Year 2000 issues that affect  their
systems.

                                      20
<PAGE>

                           PART II. OTHER INFORMATION

               CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES


Item 4.  Submission of Matters to a Vote of Security Holders.

(a)       The Annual Meeting of Shareholders of the company was held on May 20,
          1999.

(b)       N/A

(c) (i)   Five nominees were elected to the Board of Directors at the 1999
          Annual Meeting.

          Lawrence A. Bossidy - 83,057,316 votes were cast in favor of his
          election and 390,536 votes were withheld.

          Robert A. Charpie - 83,032,791 votes were cast in favor of his
          election and 415,061 votes were withheld.

          Allan E. Gotlieb - 83,024,140 votes were cast in favor of his election
          and 423,712 votes were withheld.

          Henrique C. Meirelles - 83,062,420 votes were cast in favor of his
          election and 385,432 votes were withheld.

          Richard E. Olson - 83,049,073 votes were cast in favor of his election
          and 398,779 votes were withheld.

    (ii)  The shareholders approved the appointment of Arthur Andersen LLP as
          the company's auditors for 1999. There were 83,136,835 votes cast in
          favor of the proposal, 81,540 votes cast against the proposal and
          229,477 abstentions.

    (iii) The shareholders approved the adoption of the company's 1999 Stock
          Option Plan. There were 61,709,236 votes cast in favor of the
          proposal, 15,817,345 votes cast against the proposal, 430,905
          abstentions and 5,490,366 broker non-votes.

    (iv)  The shareholders rejected a shareholder proposal to link executive
          compensation to environmental criteria. There were 3,698,407 votes
          cast in favor of the proposal, 71,655,124 votes cast against the
          proposal, 2,603,955 abstentions and 5,490,366 broker non-votes.

(d)       N/A

Item 6.   Exhibits and Reports on Form 8-K.
-------------------------------------------
(a)       See exhibit index following the signature page.

(b)       No reports on Form 8-K were filed during the quarter for which this
          report is filed.


                                      21
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the undersigned on behalf of the registrant as duly
authorized officers thereof and in their capacities as the chief accounting
officers of the registrant.






                                            Champion International Corporation
                                            ----------------------------------
                                                   (Registrant)





Date:       August 13, 1999                     /s/ John M. Nimons
       -------------------------           ----------------------------
                                                   (Signature)

                                           John M. Nimons
                                           Vice President and Controller






Date:       August 13, 1999                   /s/ Kenwood C. Nichols
       -------------------------           ----------------------------
                                                   (Signature)

                                           Kenwood C. Nichols
                                           Vice Chairman and Executive Officer

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<PAGE>

                                  EXHIBIT INDEX



Each exhibit is listed according to the number assigned to it in the Exhibit
Table of Item 601 of Regulation S-K.


11-  Calculation of Basic Earnings Per Common Share and Diluted Earnings per
     Common Share (unaudited).

27-  Financial Data Schedule (unaudited).



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