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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               -----------------

                                   FORM 10-K

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

For the fiscal year ended December 31, 1995          Commission file no. 1-3053

                      CHAMPION INTERNATIONAL CORPORATION
            (Exact name of registrant as specified in its charter)

              New York                                   13-1427390
      (State of incorporation)              (I.R.S. Employer Identification No.)
                                        
         One Champion Plaza              
        Stamford, Connecticut                               06921
(Address of principal executive offices)                 (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
       Title of each class                            on which registered
       -------------------                          -----------------------

   Common Stock, $.50 par value                     New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

   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 by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

   The aggregate market value of voting stock held by non-affiliates of the 
registrant as of February 29, 1996 was approximately $3,814,000,000.

   As of February 29, 1996, 95,470,948 shares of common stock of the registrant 
were outstanding.

   Portions of the registrant's Annual Report to Shareholders for the fiscal 
year ended December 31, 1995 are incorporated by reference in Parts I, II and IV
hereof. Portions of the registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders scheduled to be held on May 16, 1996 are incorporated by
reference in Part III hereof.

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                                    PART I

Item 1.  Business

General

   Champion International Corporation was incorporated under the laws of the
State of New York on April 28, 1937.  References to the "Company" include
Champion International Corporation and its subsidiaries at December 31, 1995,
unless the context otherwise requires.

   The Company is one of the leading domestic manufacturers of paper for
business communications, commercial printing, publications and newspapers.  In
addition, the Company has significant market pulp, plywood and lumber
manufacturing operations and owns or controls approximately 5,300,000 acres of
timberlands in the United States.  The Company's Canadian and Brazilian
subsidiaries also own or control significant timber resources supporting their
operations.

   The Company's business segments are paper and wood products.  See Note 14 of
"Notes to Financial Statements" on pages 52 and 53 of the Company's Annual
Report to Shareholders for the fiscal year ended December 31, 1995 (the
"Company's 1995 Annual Report"), which Note is incorporated by reference herein,
for information concerning the Company's business segments and operations in
different geographic areas for 1993, 1994 and 1995.


Paper

   See the "Paper Net Sales" table on page 32 of the Company's 1995 Annual
Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the paper business for 1993, 1994 and 1995.


                          Printing and Writing Papers

   The printing and writing papers business manufactures and sells printing and
writing papers, bleached paperboard and pulp.  The principal domestic
manufacturing properties of this operation consist of integrated pulp and paper
mills at Courtland, Alabama; Canton, North Carolina; and Pensacola, Florida; and
a paper mill at Hamilton, Ohio.  As of December 31, 1995, these mills had an
annual capacity of approximately 1,944,000 tons of pulp and 2,113,000 tons of
printing and writing papers and bleached paperboard.

   Most of the pulp produced by the printing and writing papers business is used
in its own paper mills; approximately 6%, produced at the Pensacola and
Courtland mills, was sold in the open market in 1995.  A portion of the fiber
requirements of this business also is supplied by other Company pulp mills, and
approximately 4% of its fiber requirements in 1995 were purchased from third-
party suppliers.

   Uncoated papers produced by the printing and writing papers business are used
for computer forms, copier paper and envelope papers.  Coated papers are used in
catalogs, magazines, brochures, labels and annual reports.

   In 1995, 63% of this operation's bleached paperboard production was used by
the Company's DairyPak unit, which converts polyethylene-coated paperboard into
milk and juice cartons and ovenable packaging.  The balance either was sold to
independent purchasers, primarily for conversion to cups, or was exported.

   The Company leases substantial portions of the Courtland mill under 14 long-
term net leases which expire between 2007 and 2029.  Each of these leases
provides for rental payments over its term sufficient to pay interest on and to
retire the industrial development or pollution control revenue bonds issued in
connection with the financing of the property subject to such lease.  The
Company is required to purchase, or has the option to purchase, the property
subject to each such lease for a nominal sum at the time the related bonds are
retired.

                                       1
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   The Company leases a printing facility at the Athens, Georgia DairyPak plant
until 2015.  The lease provides for rental payments over its term sufficient to
pay interest on and to retire the industrial development revenue bonds issued to
finance the acquisition of that facility.  The Company has the option to
purchase the facility for a nominal sum at the time the bonds are retired.

   The domestic printing and writing papers business and the publication papers
business jointly maintain 16 sales offices in various parts of the United
States, as well as an order services office in Hamilton, Ohio, for the sale of
their products to direct purchasers and through paper merchants.  Certain of
these sales offices are shared with the newsprint and kraft operations.

   Champion Papel e Celulose Ltda., a 99.78%-owned subsidiary ("Champion
Papel"), is a major integrated manufacturer of pulp and printing and writing
papers in Brazil with net sales to unaffiliated customers of $404,083,000 in
1995.  As of December 31, 1995, its mill had an annual capacity of approximately
338,000 tons of pulp and 381,000 tons of paper.  In addition to being a leading
supplier of printing and writing papers in Brazil, Champion Papel exports a
substantial portion of its paper production.


                               Publication Papers

   The publication papers business manufactures and sells coated and uncoated
publication papers and pulp.  The manufacturing properties of this operation
consist of integrated pulp and paper mills at Bucksport, Maine; Deferiet, New
York; Quinnesec, Michigan; and Sartell, Minnesota.  As of December 31, 1995,
these mills had an annual capacity of approximately 874,000 tons of pulp and
1,292,000 tons of publication papers.

   A significant portion of the fiber requirements of the publication papers
business is supplied by its own mills.  In addition, a portion of its fiber
requirements is supplied by other Company pulp mills, and approximately 29% of
its fiber requirements in 1995 were purchased from third-party suppliers.

   The Company manufactures pulp for sale in the open market at the Quinnesec
mill.  In 1995, approximately 53% of the pulp production of this mill, or
215,000 tons, was sold in the open market through the Company's headquarters in
Stamford, Connecticut, as well as a sales office in Appleton, Wisconsin.  The
balance was used in the production of paper at the Quinnesec mill and at the
Company's printing and writing papers mills.

   The Company's publication papers are used primarily for consumer magazines,
direct mail catalogs, directories, textbooks and coupons.  Sales are made to
direct purchasers and through paper merchants and brokers from the 16 sales
offices jointly maintained by the publication papers operation and the printing
and writing papers operation, and from the Hamilton, Ohio order services office.

   The Company leases the building which houses one of the paper machines at the
Sartell mill until 2008.  Thereafter, the Company has options to renew the lease
for five terms of five years each.  The Company also has the option to purchase
the building at its then-current market value at the end of the initial term in
2008 or at the end of each five-year renewal term.


                                   Newsprint

   The newsprint business manufactures and sells newsprint, directory paper,
groundwood specialties and pulp.  The manufacturing properties of this operation
consist of integrated pulp and paper mills at Lufkin and Sheldon, Texas.  As of
December 31, 1995, these mills had an annual capacity of approximately 1,126,000
tons of pulp (which includes 165,000 tons of recycled pulp) and 971,000 tons of
newsprint, directory paper and groundwood specialties.

   Most of the newsprint operation's pulp production is used in its own paper
mills; approximately 4%, produced at the Sheldon mill, was sold in the open
market in 1995.

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   A portion of the newsprint produced by the Company is sold in the Southwest,
Southeast and Midwest, and the balance is exported.  In general, sales are made
directly to publishers and printers through five sales offices, three of which
are shared with the printing and writing papers and publication papers
operations, and one order services office.


                                      Pulp

   For information concerning market pulp produced at the Pensacola and
Courtland mills, see the section captioned "Printing and Writing Papers" above;
for information concerning market pulp produced at the Quinnesec mill, see the
section captioned "Publication Papers" above; and for information concerning
market pulp produced at the Sheldon mill, see the section captioned "Newsprint"
above.

   Weldwood of Canada Limited, a Canadian subsidiary in which the Company has
approximately 84% ownership ("Weldwood"), manufactures bleached softwood kraft
pulp at its mill in Hinton, Alberta, Canada.  As of December 31, 1995, this mill
had an annual capacity of approximately 452,000 tons.  In 1995, approximately
29% of the mill's pulp production was used in the Company's own publication
papers and printing and writing papers mills.  The balance was sold in the open
market through the Company's headquarters in Stamford, Connecticut, a Company
sales office in Appleton, Wisconsin and a Weldwood sales office in Bad Homburg,
Germany.

   Cariboo Pulp & Paper Company, a joint venture owned equally by Weldwood and
Daishowa-Marubeni International Limited, operates a bleached softwood kraft pulp
mill in Quesnel, British Columbia, Canada.  As of December 31, 1995, this mill
had an annual capacity of approximately 353,000 tons.  In 1995, approximately
23% of Weldwood's 50% share of the mill's pulp production was used in the
Company's own publication papers and printing and writing papers mills.  The
balance of Weldwood's share was sold in the open market through the Company's
headquarters in Stamford, Connecticut, a Company sales office in Appleton,
Wisconsin and a Weldwood sales office in Bad Homburg, Germany.

   While certain of the Company's mills purchase pulp in the open market, the
Company and Weldwood overall are net sellers of pulp.  In 1995, the Company and
Weldwood in the aggregate produced approximately 861,000 tons of pulp for sale
to unaffiliated purchasers, while the Company used approximately 291,000 tons of
pulp purchased from third-party suppliers, resulting in net market pulp of
approximately 570,000 tons.


                                     Kraft

   The Company produces pulp, unbleached linerboard and kraft paper for
multiwall and grocery bags at its mill in Roanoke Rapids, North Carolina.  As of
December 31, 1995, this mill had an annual capacity to produce approximately
499,000 tons of pulp, 376,000 tons of linerboard and 130,000 tons of kraft
paper.  All of this mill's pulp production is used at the mill.  In addition,
approximately 6% of its fiber requirements in 1995 were purchased from third-
party suppliers.  The linerboard and kraft paper produced at the Roanoke Rapids
mill are sold to converters through three sales offices, two of which are shared
with the printing and writing papers and publication papers operations, and one
order services office.


                          Paper Distribution Operation

   Nationwide Papers, a unit of the Company, is a distributor of paper and paper
products.  Its marketing operations are carried out through 30 wholesale
warehouse facilities in 19 states.  In addition,  Nationwide Papers operates a
facility which converts rolls of bleached paperboard into sheets for sale
primarily to textile, apparel and furniture producers.  In 1995, approximately
74% of its sales were attributable to merchandise purchased from numerous
manufacturers other than the Company.  However, Nationwide Papers is not
dependent on any single supplier for such merchandise.

                                       3
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Wood Products

   The Company is a major producer of plywood and lumber.  The Company's wood
products business is conducted through its domestic wood products operations and
through the wood products operations of Weldwood.

   The principal wood products manufacturing facilities operated by the Company
and by Weldwood are summarized under Item 2 of this Report.  As of December 31,
1995, the Company had approximate annual capacities of 859 million square feet
(3/8" basis) of softwood plywood and 339 million board feet of softwood lumber.
As of December 31, 1995, Weldwood had approximate annual capacities of 345
million square feet (3/8" basis) of softwood plywood and 790 million board feet
of softwood lumber.

   On January 5, 1996, Weldwood announced that it has agreed to sell its
Longlac, Ontario hardwood plywood and waferboard plants and related timber
supply rights to Kruger Inc.  The two plants have annual capacities of 80
million square feet (3/8" basis) of hardwood plywood and 160 million square feet
(3/8" basis) of waferboard, respectively, which are not included in the capacity
information set forth in this section.  The sale, which is subject to provincial
government and other regulatory approvals, is expected to close in April 1996.

   The Company sells lumber and plywood through four sales offices to
wholesalers, dealers, industrial users and retailers.  Weldwood sells wood
products within Canada through a 50%-owned building materials distribution
company which serves all major markets in that country.  In addition, Weldwood
exports substantial portions of its products directly.  In 1995, Weldwood had
net sales to unaffiliated customers of (U.S.) $655,595,000, of which (U.S.)
$422,534,000 was attributable to the wood products portion of its business.

   See the "Wood Products Net Sales" table on page 34 of the Company's 1995
Annual Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the wood products business for 1993, 1994 and 1995.


Timber Properties

   The Company owns 4,772,567 acres and controls 533,055 acres of timberlands in
the United States.  The Company's owned and controlled timberlands contain in
the aggregate approximately 19,404,000 cunits (one cunit equals one hundred
cubic feet of solid wood) of merchantable sawtimber and approximately 38,091,000
cunits of pulpwood.  In 1995, the Company harvested approximately 31% of its
domestic fiber requirements from its owned and controlled timberlands.  A
portion of the fiber harvested by the Company is sold in the domestic open
market and in the export market.

   Broken down by region, the Company's domestic timber acreage and volume are
as follows:  In the State of Washington, the Company owns 296,954 acres and
controls 476 acres of timberlands.  These timberlands contain in the aggregate
approximately 8,349,000 cunits of merchantable sawtimber and approximately
508,000 cunits of pulpwood.  In the South, primarily in Texas, North Carolina,
South Carolina, Alabama, Georgia, Florida, Tennessee and Virginia, the Company
owns 2,596,651 acres and controls 525,176 acres of timberlands containing in the
aggregate approximately 5,438,000 cunits of merchantable sawtimber and
approximately 21,305,000 cunits of pulpwood.  The Company owns 1,878,962 acres
and controls 7,403 acres of timberlands in the North, primarily in Maine,
Michigan, New Hampshire, New York, Vermont and Wisconsin.  These timberlands
contain in the aggregate approximately 5,617,000 cunits of merchantable
sawtimber and approximately 16,278,000 cunits of pulpwood.

   In January 1996, the Company purchased Lake Superior Land Company, which owns
290,172 acres of timberlands and real estate in Michigan and Wisconsin.  This
acreage and the related volumes of merchantable sawtimber and pulpwood are
included in the information set forth in this section.

   The Company's domestic log and pulpwood requirements are procured from its
owned and controlled lands, as described above, as well as from open market
purchases, short-term timber purchase contracts with independent timber owners
and agencies of the United States and various state governments, and supply
agreements with other

                                       4
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companies.  In the opinion of management, these sources will provide an adequate
supply of logs and pulpwood to meet the Company's principal raw materials
requirements for the foreseeable future.  It is expected that the proportion of
fiber derived from the Company's owned and controlled lands will decline until
approximately 1997 but will increase thereafter as more of the Company's
plantations, primarily in the South, reach maturity.

   Supplementing the Company's domestic timberlands are its several seed
orchards and nursery operations.  These facilities will enable the Company to
produce most of the trees which it plans to plant in the United States in the
future, including the approximately 69 million trees planned for planting in
1996.

   Weldwood obtains raw materials for its wood products manufacturing operations
primarily from sustained-yield, long-term licenses which grant cutting rights on
government-owned timberlands and from long-term agreements with other companies
based on their harvesting licenses.  Weldwood has rights to harvest
approximately 573,000 cunits of merchantable sawtimber from long-term licenses
annually and, during the balance of the current terms of such licenses, has
rights to harvest an aggregate of approximately 7,389,000 cunits.  Weldwood
believes that these sources will provide a substantial portion of the raw
materials required by its wood products manufacturing operations for the
foreseeable future, with the balance to be obtained from other third-party
suppliers.  The timber volume information set forth in this paragraph does not
include the timber supply rights which Weldwood has agreed to sell, as discussed
above in the section captioned "Wood Products".

   In addition, in Alberta, Canada, Weldwood has cutting rights through June 15,
2008 with respect to approximately 2,461,000 acres of timberlands pursuant to an
agreement with the Provincial Government of Alberta.  This agreement is
renewable at Weldwood's option for successive 20-year periods as long as the
Hinton, Alberta pulp mill remains in operation.  Weldwood has the right to
harvest approximately 671,000 cunits of pulpwood annually under this agreement.

   Cariboo Pulp & Paper Company holds certain rights to harvest up to 533,000
cunits of pulpwood annually from approximately 3,900,000 acres of government-
owned timberlands in British Columbia pursuant to a long-term license. Weldwood
believes that this source of pulpwood, as well as supplies of wood chips from
sawmills and plywood plants in the area, will satisfy the raw materials
requirements of Cariboo's pulp mill for the foreseeable future.  Babine Forest
Products Company, a joint venture in which Weldwood has an indirect 58%
interest, operates a sawmill in British Columbia and is beneficially entitled to
harvest approximately 230,000 cunits of merchantable sawtimber annually pursuant
to long-term licenses.  Houston Forest Products Company, a joint venture in
which Weldwood and Eurocan Pulp and Paper Company are equal participants,
operates a sawmill in British Columbia and is beneficially entitled to cut
approximately 229,000 cunits of merchantable sawtimber annually pursuant to a
long-term license.

   Champion Papel owns or controls 969,406 acres of timberlands and savannah in
Brazil.  The controlled acreage includes rights to approximately 642,000 acres
of savannah in the State of Amapa.  Champion Papel expects to plant eucalyptus
trees on approximately 35% of such land in Amapa and leave the remaining 65%
undisturbed.

   Certain of the Company's land holdings have a value substantially in excess
of that of land primarily used for fiber supply purposes.  The Company has sold
or contributed to its wholly owned real estate subsidiaries, net of land
repurchased by the Company, an aggregate of approximately 282,000 acres of such
land.  These subsidiaries have sold approximately 184,100 acres, of which
approximately 8,500 acres were sold during 1995, for residential, recreational,
commercial or industrial purposes.  The balance is being held for similar sale
or long-term appreciation.  A substantial portion of the land held by the
Company's real estate subsidiaries is located in Texas and Florida.


Mineral, Oil and Gas Resources

   The Company owns or controls various mineral, oil and gas rights with respect
to approximately half of the timberlands owned or controlled by the Company in
the United States.  The Company has conducted a general review of its domestic
mineral, oil and gas rights and presently is not aware of any significant
reserves or deposits except as discussed below.

                                       5
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   The Company has oil and gas interests in fields located in Florida, Alabama,
Texas, Louisiana and Mississippi.  Drilling operations are conducted by others
pursuant to leases and other agreements with the Company.  The Company estimates
that proved reserves attributable to the Company's interests in such fields
aggregated approximately 800,000 barrels of oil and 2,600,000 Mcf (thousand
cubic feet) of natural gas as of December 31, 1995.  The Company's share of
production from such fields was approximately 448,000 barrels of oil, 1,644,000
Mcf of natural gas and 2,625,000 gallons of gas products in 1995.

   Proved oil and gas reserves attributable to the Company's non-operating
royalty interests and/or operating interests in the oil and gas fields described
above are based primarily upon estimates furnished by the operators of those
fields.  The Company's share of production from such fields during each calendar
year is based on monthly production information received from the operators,
showing the application of such interests of the Company to actual production
volumes for such month.

   The Company owns the surface rights and full or partial mineral rights to
considerable timberlands in Texas which overlay lignite deposits.  The Company
estimates that it owns approximately 350 million tons of lignite reserves in
Texas, of which 80% is estimated to be recoverable.  These lignite reserves
presently are not being mined due to current market conditions.


Capital Program

   The Company presently anticipates that capital spending will be approximately
$660 million in 1996, a significant portion of which will be devoted to
incremental improvements, routine capital replacements and environmental
compliance.

   During 1996, the Company expects to begin construction of a paper recycling
facility at its Courtland, Alabama printing and writing papers mill.  The
project is expected to replace approximately 110,000 tons of virgin pulp with
recycled pulp annually, all of which will be used in the manufacture of printing
and writing papers at the Company's mills.  The project is expected to be
completed in 1997 at a cost of approximately $127 million.

   Weldwood, in 1995, began construction of a lumber mill and the modernization
of the plywood plant in Quesnel, British Columbia.  The new lumber mill will
replace the existing lumber mill and will have an annual capacity of
approximately 108 million board feet of lumber, an increase of approximately 13%
over the capacity of the existing lumber mill.  The modernization of the plywood
plant, which will reduce production costs and permit the manufacture of
additional products, will decrease capacity by approximately one-third.  The
lumber mill and plywood plant project is expected to be completed in 1997 at a
cost of approximately (U.S.) $77 million, of which (U.S.) $2 million had been
expended as of December 31, 1995.

   The Company plans to establish eucalyptus plantations and a chipping
operation in the State of Amapa, Brazil in the next few years.  In addition, the
Company has under consideration the possible construction of a pulp and paper
mill at Tres Lagoas, State of Mato Grosso do Sul, Brazil in the next few years.
Approximately $100 million was expended in 1995 in connection with these
projects.  Approximately $35 million of the anticipated capital spending in 1996
will be devoted to these projects.

   In addition to the anticipated capital spending described above and as
discussed in the section captioned "Timber Properties" above, in January 1996,
the Company acquired Lake Superior Land Company, subject to a mortgage loan of
$44 million, for $76 million.  Lake Superior's timberlands will supply fiber to
the Company's pulp and publication papers mills in Quinnesec, Michigan and
Sartell, Minnesota.


Competition

   See the first paragraph of Note 14 of "Notes to Financial Statements" on page
52 of the Company's 1995 Annual Report, which paragraph is incorporated by
reference herein, for information concerning competitive conditions.

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Foreign Operations

   For information concerning sales and income of the Company's foreign
subsidiaries, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations", incorporated by reference in Item 7 of this Report
from the Company's 1995 Annual Report.

   See the second paragraph of Note 14 of "Notes to Financial Statements" on
page 52 of the Company's 1995 Annual Report, which paragraph is incorporated by
reference herein, for information concerning the risks associated with the
Company's foreign operations.


Employees

   The Company had 24,129 employees at December 31, 1995.  Of these, 18,152 were
domestic employees, 54% of whom were covered by contracts with labor unions.
Overall, 63% of the Company's employees were covered by contracts with labor
unions.

   Union contracts covering domestic operations will expire as follows: 1996 -
the Pensacola, Florida printing and writing papers mill; 1997 - the Florida,
Maine and Georgia wood products operations; 1998 - the Deferiet, New York
publication papers mill and the Canton, North Carolina and Hamilton, Ohio
printing and writing papers mills; 1999 - the Roanoke Rapids, North Carolina
kraft mill and the Lufkin and Sheldon, Texas newsprint mills; 2000 - the
Bucksport, Maine and Sartell, Minnesota publication papers mills; 2002 - the
Courtland, Alabama printing and writing papers mill.

   The Quinnesec, Michigan publication papers mill is a non-union facility.

   At Weldwood, union contracts covering the Hinton, Alberta pulp mill, the
joint venture pulp mill at Quesnel, British Columbia, and all of Weldwood's wood
products facilities except the Longlac, Ontario plants, will expire in 1997.
The union contract covering the waferboard plant and the specialty hardwood
plywood plant in Longlac, which are expected to be sold soon, will expire in
1996.

   The union contract which covers the paper industry in Brazil, including
Champion Papel, is renegotiated each year.


The Environment

   For information regarding environmental capital expenditures, hazardous
substance cleanup, environmental legal proceedings and other environmental
matters affecting the Company, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations", incorporated by reference in
Item 7 of this Report from the Company's 1995 Annual Report.


Energy Requirements

   The Company believes that it will be able to meet its energy needs for the
foreseeable future.  Wood wastes and pulping liquors, which are by-products from
the manufacture of wood products and pulp, provide a reliable and relatively
low-cost source of energy for the Company's primary manufacturing facilities.
The Company's domestic wood products manufacturing facilities and domestic pulp,
paper and kraft mills satisfy approximately half of their energy requirements
from such wood wastes and pulping liquors.

   The Company's foreseeable needs for purchased energy have been anticipated,
and the Company believes that it has arranged for adequate sources of supply.

                                       7
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Item 2.  Properties

   In 1995, the Company's domestic and foreign manufacturing facilities operated
at approximately full capacity.

   Reference is made to Item 1 of this Report for information concerning the
general character, adequacy and capacity of the principal plants, timber
properties and other materially important physical properties of the Company.
The following lists show the location, nature and ownership of the Company's
principal plants.  None of these plants is subject to a mortgage and, except as
indicated, all are owned in fee.


Paper

                          Printing and Writing Papers

   (a)  Integrated pulp and printing and writing papers mills:
 
      (i)    Courtland, Alabama/1/;
      (ii)   Canton, North Carolina;
      (iii)  Pensacola, Florida; and
      (iv)   Mogi Guacu, Brazil.

   (b)  The Company operates a printing and writing papers mill in Hamilton,
Ohio.

   (c)  The Company operates a plant in Waynesville, North Carolina which
applies polyethylene coating to bleached paperboard and which also converts roll
stock into cut-size paper.

   (d)  The Company operates five plants which convert polyethylene-coated
paperboard into milk and juice cartons and one plant which converts
polyethylene-coated paperboard into ovenable packaging.  All of these plants are
located in the United States/2/.


                               Publication Papers

   (e)  Integrated pulp and publication papers mills:

      (i)    Bucksport, Maine;
      (ii)   Deferiet, New York;
      (iii)  Quinnesec, Michigan; and
      (iv)   Sartell, Minnesota/3/.


                                   Newsprint

   (f)  Integrated pulp and newsprint mills:

      (i)    Lufkin, Texas; and
      (ii)   Sheldon, Texas.


_________________________
/1/For Courtland, Alabama mill lease information, see Item 1 - "Paper" of this
Report.
/2/For lease information regarding one of these plants, located in Athens,
Georgia, see Item 1 - "Paper" of this Report.
/3/For Sartell, Minnesota mill lease information, see Item 1 - "Paper" of this
Report.

                                       8
<PAGE>
 
                                      Pulp

   (g)  The Company's printing and writing papers mills in Pensacola, Florida
and Courtland, Alabama, publication papers mill in Quinnesec, Michigan and
newsprint mill in Sheldon, Texas also produce market pulp.

   (h)  Weldwood operates a pulp mill in Hinton, Alberta, Canada and owns 50% of
a joint venture which operates a pulp mill in Quesnel, British Columbia, Canada.


                                     Kraft

   (i)   The Company operates an integrated pulp, unbleached linerboard and
kraft paper mill in Roanoke Rapids, North Carolina.


Wood Products
 
   (a)  The Company operates three softwood plywood plants in the United States.

   (b)  Weldwood operates two softwood plywood plants in Canada.  One of these
plants is located on leased land.

   (c)  Weldwood operates one hardwood plywood plant, in Canada, which Weldwood
has agreed to sell as discussed above in the section captioned "Wood Products".

   (d)  The Company operates five softwood lumber mills in the United States.

   (e)  Weldwood operates three softwood lumber mills in Canada.  One of these
mills is located on leased land.

   (f)  Each of Babine Forest Products Company and Houston Forest Products
Company, joint ventures in which Weldwood has an interest, operates a mill for
the production of softwood lumber in Canada.  One of these mills is located on
leased land.

   (g)  Weldwood operates one waferboard plant, in Canada, which Weldwood has
agreed to sell as discussed above in the section captioned "Wood Products".


Item 3.  Legal Proceedings

   On November 9, 1992, an action was brought against the Company in the Circuit
Court for Baldwin County, Alabama, on behalf of a class consisting of all
persons who own land along Perdido Bay in Florida and Alabama.  The action
originally sought $500 million in compensatory and punitive damages for personal
injury, intentional infliction of emotional distress and diminution in property
value allegedly resulting from the purported discharge of hazardous substances,
including dioxin, from the Company's Pensacola, Florida mill into Eleven Mile
Creek, which flows into Perdido Bay.  However, in February 1994, the plaintiffs
reduced their demand to not more than $50,000 for each class member, and in June
1994, the personal injury claims were dismissed.  It is anticipated that the
class, which was certified by the court in June 1994, will consist of
approximately 2,000 members.  The Company and the plaintiffs have entered into
an agreement dated March 13, 1996 to settle the action, pursuant to which the
Company would pay $5 million to the plaintiffs.  The settlement is subject to
court approval.

   In February 1994, the Company received a notice of violation from the Texas
Natural Resources Conservation Commission ("TNRCC") alleging unauthorized air
emissions from the Company's Sheldon, Texas mill.  The notice of violation
alleged several violations, all but two of which have been resolved without
penalty.  In October 1995, the Company received a letter from the Enforcement
Division of the TNRCC stating that it has recommended to the TNRCC Litigation
Support Division that the two remaining violations be settled for a penalty of
$470,400.  The letter

                                       9
<PAGE>
 
notes that the Company may receive a credit against the recommended penalty if
the Company undertakes an environmental project in Texas.  The Company currently
is considering whether to accept the proposed settlement and is discussing with
the TNRCC possible environmental projects and the amount of the credit.

   The Company also is involved in other legal and administrative proceedings
and claims of various types.  While any litigation contains an element of
uncertainty, management, based upon the opinion of the Company's General
Counsel, presently believes that the outcome of each such proceeding or claim
which is pending or known to be threatened (including the actions described
above), or all of them combined, will not have a material adverse effect on the
Company.


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

   Not applicable.


Executive Officers of the Registrant/1/

   John A. Ball (age 67) is a Senior Vice President of the Company, a position
which he has held since March 1983.  He has responsibility for corporate and
marketing communications, governmental affairs, public affairs and facilities
services.

   L. Scott Barnard (age 53) is an Executive Vice President of the Company, a
position which he has held since August 1992.  He has responsibility for sales
and marketing for the printing and writing papers and publication papers
businesses.  From February 1989 to August 1992, he was Vice President-Sales and
Marketing for the printing and writing papers and publication papers businesses.

   William H. Burchfield (age 60) is an Executive Vice President of the Company,
a position which he has held since November 1982.  He has responsibility for the
domestic printing and writing papers business.

   Mark V. Childers (age 43) is Senior Vice President-Organizational Development
and Human Resources of the Company, a position which he has held since August
1992.  From June 1991 to August 1992, he was Vice President-Organizational
Development Project of the Company.  From August 1988 to June 1991, he was
Manager-Organizational Development at the Lufkin, Texas mill.

   Richard J. Diforio, Jr. (age 60) is a Senior Vice President of the Company, a
position which he has held since November 1992.  He has responsibility for
environmental, health and safety affairs.  From September 1990 to November 1992,
he was Vice President-Environment, Health and Safety of the Company.

   Joe K. Donald (age 53) is an Executive Vice President of the Company, a
position which he has held since August 1989.  He has responsibility for the
publication papers business.

   Mark A. Fuller, Jr. (age 63) is an Executive Vice President of the Company, a
position which he has held since August 1980.  He has responsibility for the
Company's overall marketing program as well as for Nationwide Papers, Champion
Export, pulp sales, and sales of wood chemicals and by-products.

   Marvin H. Ginsky (age 65) is Senior Vice President and General Counsel of the
Company.  He was elected a Senior Vice President in May 1981.  He has been the
General Counsel since 1973.

   L.C. Heist (age 64) is President and Chief Operating Officer and a director
of the Company, positions which he has held since December 1987.
_______________________________
/1/The term of office for each executive officer expires at the Annual Meeting
of the Board of Directors of the Company scheduled to be held on May 16, 1996.

                                       10
<PAGE>
 
   Frank Kneisel (age 58) is Senior Vice President-Finance of the Company, a
position which he has held since January 1995.  From November 1975 to December
1994, he was Treasurer of the Company.  From May 1981 to December 1994, he was a
Vice President.

   Burton G. MacArthur, Jr. (age 49) is an Executive Vice President of the
Company, a position which he has held since January 1990.  He has responsibility
for the newsprint and kraft business.

   Kenwood C. Nichols (age 56) is Vice Chairman and a director of the Company,
positions which he has held since August 1989.  He has been the principal
accounting officer of the Company since July 1983.  He also has responsibility
for internal audit, corporate analysis, tax affairs, management information
services, mineral resources, corporate security and the Company's real estate
subsidiaries.

   Richard E. Olson (age 58) is an Executive Vice President of the Company, a
position which he has held since December 1987.  He has responsibility for
engineering, technology, manufacturing support and major projects.

   Richard L. Porterfield (age 49) is an Executive Vice President of the
Company, a position which he has held since August 1992.  He heads the forest
products unit, which consists of domestic timberlands operations and the
domestic wood products business.  From January 1990 to August 1992, he was
Senior Vice President- Organizational Development and Human Resources of the
Company.

   Andrew C. Sigler (age 64) is Chairman of the Board of Directors and Chief
Executive Officer of the Company.  He was elected Chairman of the Board
effective January 1, 1979.  He has served as Chief Executive Officer since 1974
and has been a director since 1973.


                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

   The Company had 20,902 record holders of its Common Stock as of February 29,
1996.

   The Company's Common Stock is traded on the New York Stock Exchange.

   Restrictions on the ability of the Company to pay cash dividends are included
in several of the Company's debt instruments and the Company's Restated
Certificate of Incorporation.  At December 31, 1995, the most restrictive of
these limitations required the Company to maintain tangible net worth (as
defined below) of at least $2.53 billion.  As a result of this requirement, such
amount is unavailable for the payment of dividends.  Approximately $1.1 billion
of tangible net worth at December 31, 1995 was free of such restrictions.
Tangible net worth is defined as shareholders' equity minus goodwill,
unamortized debt discount and other like intangibles, all determined on a
consolidated basis for the Company.

   For information concerning the high and low sales prices of the Company's
Common Stock for each quarterly period during the last two years and the amount
of dividends paid on the Company's Common Stock in each quarterly period during
the last two years, see the section on the inside back cover of the Company's
1995 Annual Report captioned "Common Stock Prices and Dividends Paid".  Said
section is incorporated by reference herein.


Item 6.  Selected Financial Data

   There is incorporated by reference herein the table on pages 64 and 65 of the
Company's 1995 Annual Report captioned "Eleven-Year Selected Financial Data".

                                       11
<PAGE>
 
Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

   There is incorporated by reference herein the section on pages 57 to 63 of
the Company's 1995 Annual Report captioned "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

   There is incorporated by reference herein the first paragraph of the section
captioned "Legal Proceedings" in Part I of this Report, which updates certain
information set forth in "Management's Discussion and Analysis of Financial
Condition and Results of Operations".


Item 8.  Financial Statements and Supplementary Data

   There is incorporated by reference herein the sections of the Company's 1995
Annual Report captioned "Consolidated Income", "Consolidated Retained Earnings",
"Consolidated Balance Sheet", "Consolidated Cash Flows", "Notes to Financial
Statements" and "Report of Independent Public Accountants", which sections are
on pages 37, 38, 39, 40, 41 to 55 and 56, respectively, of the Company's 1995
Annual Report.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

   Not applicable.


                                    PART III
                                        
Item 10.  Directors and Executive Officers of the Registrant

   See the section captioned "Executive Officers of the Registrant" under Part I
of this Report for information concerning the Company's executive officers.

   For information concerning the directors of the Company, see the sections
therein captioned "The Board of Directors -The Nominees", "Information on the
Nominees and Directors", and "Committees" in the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held on May 16,
1996.  Said sections are incorporated by reference herein.


Item 11.  Executive Compensation

   There is incorporated by reference herein from the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held on May 16,
1996 the sections therein captioned "The Board of Directors-Directors'
Compensation"; and "Executive Compensation-Summary Compensation Table",
"Option/SAR Grant Table", "Option/SAR Exercise and Year-End Values Table",
"Pension Plan Table", and "Employment and Severance Agreements".

Item 12.  Security Ownership of Certain Beneficial Owners and Management

   There is incorporated by reference herein from the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held on May 16,
1996 the sections therein captioned "Principal Shareholders" and "Stock
Ownership by Nominees, Directors and Named Executive Officers".


Item 13.  Certain Relationships and Related Transactions

   There is incorporated by reference herein from the Company's definitive Proxy
Statement for the Annual

                                       12
<PAGE>
 
Meeting of Shareholders scheduled to be held on May 16, 1996 the section therein
captioned "Transactions".


                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

   (a)  Financial Statements.  The following Consolidated Financial Statements
of Champion International Corporation and Subsidiaries, Notes to Financial
Statements and Report of Independent Public Accountants are incorporated by
reference herein from the Company's 1995 Annual Report:

<TABLE> 
<CAPTION> 
                                                                                Caption in Company's
             Description                                                   1995 Annual Report (page number)
             -----------                                                   --------------------------------
<S>                                                                        <C> 
Consolidated Statements of Income for each of the
three years in the period ended December 31, 1995............................ Consolidated Income (page 37)

Consolidated Statements of Retained Earnings for each of
the three years in the period ended December 31, 1995............. Consolidated Retained Earnings (page 38)

Consolidated Balance Sheets at December 31, 1995 and 1994............. Consolidated Balance Sheet (page 39)

Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31, 1995.................... Consolidated Cash Flows (page 40)

Notes to Financial Statements............................... Notes to Financial Statements (pages 41 to 55)
 
Report of Independent Public Accountants with
respect to the financial statements listed above.........Report of Independent Public Accountants (page 56)
</TABLE> 

     (b)  Financial Statement Schedules.   All Financial Statement Schedules
have been omitted since the information is not applicable, is not required or is
included in the Consolidated Financial Statements or Notes to Financial
Statements listed under section (a) of this Item 14.

     (c)  Exhibits.  Each Exhibit is listed according to the number assigned to
it in the Exhibit Table of Item 601 of Regulation S-K.  The Exhibit numbers
preceded by an asterisk (*) indicate Exhibits physically filed with this Annual
Report on Form 10-K.  All other Exhibit numbers indicate Exhibits filed by
incorporation by reference herein.  Exhibit numbers 10.1 through 10.35, which
are preceded by a plus sign (+), are management contracts or compensatory plans
or arrangements.

              
                                                                     
Exhibit Number                    Description
--------------                    -----------

   3.1         Restated Certificate of Incorporation of the Company, filed in
               the State of New York on October 20, 1986 (filed by incorporation
               by reference to Exhibit 3.1 to the Company's Form 10-K for the
               fiscal year ended December 31, 1986, Commission File No. 1-3053).

   3.2         Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed in the State of New York on July 18, 1988
               (filed by incorporation by reference to Exhibit 4.1 to the
               Company's Form 10-Q for the quarter ended June 30, 1988,
               Commission File No. 1-3053).

   3.3         Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed in the State of New York on December 6,
               1989 (filed by incorporation by reference to Exhibit 4.1 to the
               Company's Form 8-K dated December 14, 1989, Commission File No.
               1-3053).

                                       13
<PAGE>
 
   3.4         Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed in the State of New York on December 21,
               1989 (filed by incorporation by reference to Exhibit 3.4 to the
               Company's Form 10-K for the fiscal year ended December 31, 1989,
               Commission File No. 1-3053).

   3.5         By-Laws of the Company (filed by incorporation by reference to
               Exhibit 3(ii).1 to the Company's Form 10-Q for the quarter ended
               March 31, 1993, Commission File No. 1-3053).

   4           Letter agreement dated March 29, 1991 of the Company to furnish
               to the Commission upon request copies of certain instruments with
               respect to long-term debt (filed by incorporation by reference to
               Exhibit 4 to the Company's Form 10-K for the fiscal year ended
               December 31, 1990, Commission File No. 1-3053).

  +10.1        Champion International Corporation 1986 Management Incentive
               Program, consisting of the 1986 Stock Option Plan and the 1986
               Contingent Compensation Plan (filed by incorporation by reference
               to Exhibit 19.1 to the Company's Form 10-Q for the quarter ended
               June 30, 1986, Commission File No. 1-3053).

  +10.2        Amendment to Champion International Corporation 1986 Management
               Incentive Program (filed by incorporation by reference to Exhibit
               10.1 to the Company's Form 10-Q for the quarter ended March 31,
               1993, Commission File No. 1-3053).

  +10.3        Champion International Corporation Supplemental Retirement Income
               Plan (filed by incorporation by reference to Exhibit 10.7 to the
               Company's Form 10-K for the fiscal year ended December 31, 1989,
               Commission File No. 1-3053).

  +10.4        Amendment dated as of January 1, 1994 to Champion International
               Corporation Supplemental Retirement Income Plan (filed by
               incorporation by reference to Exhibit 10.6 to the Company's Form
               10-K for the fiscal year ended December 31, 1994, Commission File
               No. 1-3053).

  +10.5        Champion International Corporation Nonqualified Supplemental
               Savings Plan (filed by incorporation by reference to Exhibit 10.2
               to the Company's Form 10-Q for the quarter ended September 30,
               1994, Commission File No. 1-3053).

  +10.6        Supplemental Retirement and Death Payments Agreement dated as of
               August 1, 1964, as amended by letter agreement dated January 9,
               1965, between the Company and Mr. Sigler (filed by incorporation
               by reference to Exhibit 10.8 to the Company's Form 10-K for the
               fiscal year ended December 31, 1990, Commission File No. 1-3053).

  +10.7        Restated Agreement between the Company and Mr. Sigler, as amended
               as of February 19, 1987, providing certain employment, severance
               and retirement arrangements (filed by incorporation by reference
               to Exhibit 19.1 to the Company's Form 10-Q for the quarter ended
               June 30, 1987, Commission File No. 1-3053).

  +10.8        Agreement Relating to Legal Expenses dated February 19, 1987
               between the Company and Mr. Sigler providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 19.2 to
               the Company's Form 10-Q for the quarter ended June 30, 1987,
               Commission File No. 1-3053).

  +10.9        Amendment dated as of April 21, 1988 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to

                                       14
<PAGE>
 
               Exhibit 19.1 to the Company's Form 10-Q for the quarter ended
               June 30, 1988, Commission File No. 1-3053).

  +10.10       Amendment dated as of August 18, 1988 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 10.10 to the
               Company's Form 10-K for the fiscal year ended December 31, 1988,
               Commission File No. 1-3053).

  +10.11       Amendment dated as of August 18, 1988 to Agreement Relating to
               Legal Expenses dated February 19, 1987 between the Company and
               Mr. Sigler (filed by incorporation by reference to Exhibit 10.11
               to the Company's Form 10-K for the fiscal year ended December 31,
               1988, Commission File No. 1-3053).

  +10.12       Amendment dated as of September 19, 1991 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 10.12 to the
               Company's Form 10-K for the fiscal year ended December 31, 1991,
               Commission File No. 1-3053).

  +10.13       Amendment dated as of November 17, 1994 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 10.15 to the
               Company's Form 10-K for the fiscal year ended December 31, 1994,
               Commission File No. 1-3053).

  +10.14       Agreement dated November 17, 1994 between the Company and Mr.
               Sigler relating to post-employment consulting services (filed by
               incorporation by reference to Exhibit 10.16 to the Company's Form
               10-K for the fiscal year ended December 31, 1994, Commission File
               No. 1-3053).

  +10.15       Agreement dated as of August 18, 1988 between the Company and Mr.
               Heist providing certain employment, severance and retirement
               arrangements (filed by incorporation by reference to Exhibit
               10.17 to the Company's Form 10-K for the fiscal year ended
               December 31, 1988, Commission File No. 1-3053).

  +10.16       Agreement Relating to Legal Expenses dated August 18, 1988
               between the Company and Mr. Heist providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.18 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1988, Commission File No. 1-3053).

  +10.17       Amendment dated as of September 19, 1991 to Agreement dated as of
               August 18, 1988 between the Company and Mr. Heist (filed by
               incorporation by reference to Exhibit 10.15 to the Company's Form
               10-K for the fiscal year ended December 31, 1991, Commission File
               No. 1-3053).

  +10.18       Agreement dated as of October 18, 1990 between the Company and
               Mr. Nichols providing certain employment, severance and
               retirement arrangements (filed by incorporation by reference to
               Exhibit 10.16 to the Company's Form 10-K for the fiscal year
               ended December 31, 1990, Commission File No. 1-3053).

  +10.19       Agreement Relating to Legal Expenses dated October 18, 1990
               between the Company and Mr. Nichols providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.17 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1990, Commission File No. 1-3053).

                                       15
<PAGE>
 
  +10.20       Amendment dated as of September 19, 1991 to Agreement dated as of
               October 18, 1990 between the Company and Mr. Nichols (filed by
               incorporation by reference to Exhibit 10.18 to the Company's Form
               10-K for the fiscal year ended December 31, 1991, Commission File
               No. 1-3053).

  +10.21       Agreement dated as of February 19, 1987 between the Company and
               Mr. Burchfield providing certain severance arrangements (filed by
               incorporation by reference to Exhibit 10.15 to the Company's Form
               10-K for the fiscal year ended December 31, 1987, Commission File
               No. 1-3053).

  +10.22       Agreement Relating to Legal Expenses dated February 19, 1987
               between the Company and Mr. Burchfield providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.16 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1987, Commission File No. 1-3053).

  +10.23       Amendment dated as of April 21, 1988 to Agreement dated as of
               February 19, 1987 between the Company and Mr. Burchfield (filed
               by incorporation by reference to Exhibit 19.5 to the Company's
               Form 10-Q for the quarter ended June 30, 1988, Commission File
               No. 1-3053).

  +10.24       Amendment dated as of September 19, 1991 to Agreement dated as of
               February 19, 1987 between the Company and Mr. Burchfield (filed
               by incorporation by reference to Exhibit 10.22 to the Company's
               Form 10-K for the fiscal year ended December 31, 1991, Commission
               File No. 1-3053).

  +10.25       Agreement dated as of August 18, 1988 between the Company and Mr.
               Olson providing certain severance arrangements (filed by
               incorporation by reference to Exhibit 10.23 to the Company's Form
               10-K for the fiscal year ended December 31, 1990, Commission File
               No. 1-3053).

  +10.26       Agreement Relating to Legal Expenses dated August 18, 1988
               between the Company and Mr. Olson providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.24 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1990, Commission File No. 1-3053).

  +10.27       Amendment dated as of September 19, 1991 to Agreement dated as of
               August 18, 1988 between the Company and Mr. Olson (filed by
               incorporation by reference to Exhibit 10.28 to the Company's Form
               10-K for the fiscal year ended December 31, 1991, Commission File
               No. 1-3053).

  +10.28       Trust Agreement dated as of February 19, 1987 between the Company
               and Fleet National Bank of Connecticut securing certain payments
               under the contracts listed as Exhibit Numbers 10.7 through 10.27,
               among others, following a change in control of the Company (filed
               by incorporation by reference to Exhibit 19.11 to the Company's
               Form 10-Q for the quarter ended June 30, 1987, Commission File
               No. 1-3053).

  +10.29       Amendment dated as of August 18, 1988 to Trust Agreement dated as
               of February 19, 1987 between the Company and Fleet National Bank
               of Connecticut (filed by incorporation by reference to Exhibit
               10.29 to the Company's Form 10-K for the fiscal year ended
               December 31, 1988, Commission File No. 1-3053).

  +10.30       Champion International Corporation Executive Life Insurance Plan
               (filed by incorpor-

                                       16
<PAGE>
 
               ation by reference to Exhibit 10.27 to the Company's Form 10-K
               for the fiscal year ended December 31, 1990, Commission File No.
               1-3053).

  +10.31       Amendment dated as of January 1, 1994 to Champion International
               Corporation Executive Life Insurance Plan (filed by incorporation
               by reference to Exhibit 10.33 to the Company's Form 10-K for the
               fiscal year ended December 31, 1994, Commission File No. 1-3053).

  +10.32       Extract from the minutes of the meeting of the Board of Directors
               of the Company held on October 18, 1979 relating to the $50,000
               of group term life insurance provided by the Company for non-
               employee directors (filed by incorporation by reference to
               Exhibit 10.28 to the Company's Form 10-K for the fiscal year
               ended December 31, 1990, Commission File No. 1-3053).

  +10.33       Resolutions of the Board of Directors of the Company adopted on
               September 19, 1991 relating to the compensation of directors
               (filed by incorporation by reference to Exhibit 19 to the
               Company's Form 10-Q for the quarter ended September 30, 1991,
               Commission File No. 1-3053).

  +10.34       Resolutions of the Board of Directors of the Company adopted on
               August 18, 1994 relating to the compensation of directors (filed
               by incorporation by reference to Exhibit 10.1 to the Company's
               Form 10-Q for the quarter ended September 30, 1994, Commission
               File No. 1-3053).

  +10.35       Retirement Plan for Outside Directors (filed by incorporation by
               reference to Exhibit 19 to the Company's Form 10-Q for the
               quarter ended September 30, 1992, Commission File No. 1-3053).

  *11          Schedule showing calculation of primary earnings per common share
               and fully diluted earnings per common share.

  *13          Portions of the Company's 1995 Annual Report which are
               specifically incorporated by reference herein.

  *21          List of significant subsidiaries of the Company.

  *23.1        Opinion and Consent of the Senior Vice President and General
               Counsel of the Company.

  *23.2        Consent of Arthur Andersen LLP.

  *24          Power of Attorney relating to the execution and filing of this
               Annual Report on Form 10-K and all amendments hereto.

  *27          Financial Data Schedule.

                                       17
<PAGE>
 
  (d)  Reports on Form 8-K.  The Company filed a Current Report on Form 8-K
dated October 9, 1995 reporting the issuance of a press release announcing
certain unaudited consolidated financial results of the Company for the three
months and nine months ended September 30, 1995, with the consolidated statement
of income for the three months and nine months ended September 30, 1995 and
September 30, 1994 and consolidated balance sheet as of September 30, 1995 and
December 31, 1994 as exhibits thereto.  The Company filed a Current Report on
Form 8-K dated November 7, 1995 reporting the sale of $200,000,000 principal
amount of the Company's 7.35% Debentures due November 1, 2025, pursuant to the
Company's shelf registration statement (No. 33-51217).

                                       18
<PAGE>
 
                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 29th day of March,
1996.


                                         CHAMPION INTERNATIONAL CORPORATION
                                                        (Registrant)
 

                                         By        /s/ Lawrence A. Fox
                                            -------------------------------
                                                   (Lawrence A. Fox)
                                              Vice President and Secretary

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>                                 
<CAPTION>                               
               Signature                                 Title                                  Date
               ---------                                 -----                                  ----                        
<S>                                                <C>                                     <C> 
            Andrew C. Sigler*                      Chairman of the Board,                   March 29, 1996
---------------------------------------             Chief Executive Officer  
           (Andrew C. Sigler)                       and Director (Principal  
                                                    Executive Officer)       
                                                                            
                                        
            Kenwood C. Nichols*                    Vice Chairman and                        March 29, 1996
---------------------------------------             Director (Principal 
           (Kenwood C. Nichols)                     Accounting Officer) 
                                        
                                        
                                        
              Frank Kneisel*                       Senior Vice President-                   March 29, 1996
---------------------------------------              Finance (Principal 
             (Frank Kneisel)                         Financial Officer)  
                                                 
                                        
           Lawrence A. Bossidy*                                                             March 29, 1996
---------------------------------------            Director 
          (Lawrence A. Bossidy)    
                                        
           Robert A. Charpie*           
---------------------------------------            Director                                 March 29, 1996
          (Robert A. Charpie)             
                                        
                                        
          Alice F. Emerson*                                           
---------------------------------------            Director                                 March 29, 1996                          
         (Alice F. Emerson)              
                                        
                                        
           Allan E. Gotlieb*           
---------------------------------------            Director                                 March 29, 1996
          (Allan E. Gotlieb)              
                                        
                                        
             L.C. Heist*            
---------------------------------------            Director                                 March 29, 1996
            (L.C. Heist)
</TABLE> 

                                       19
<PAGE>
 
<TABLE> 
<CAPTION> 
               Signature                                 Title                                  Date
               ---------                                 -----                                  ----                        
<S>                                                <C>                                     <C> 
         Sybil C. Mobley*                                   
---------------------------------------            Director                                 March 29, 1996
        (Sybil C. Mobley)


         Lawrence G. Rawl*                                     
---------------------------------------            Director                                 March 29, 1996
        (Lawrence G. Rawl)


         Walter V. Shipley*                        
---------------------------------------            Director                                 March 29, 1996       
        (Walter V. Shipley)


        Richard E. Walton*          
---------------------------------------            Director                                 March 29, 1996
       (Richard E. Walton)


          John L. Weinberg*               
---------------------------------------            Director                                 March 29, 1996
         (John L. Weinberg)


*By      /s/ Lawrence A. Fox                                                                March 29, 1996
   ------------------------------------                                        
           (Lawrence A. Fox)
</TABLE> 


  A power of attorney authorizing Lawrence A. Fox, Marvin H. Ginsky and Andrew
C. Sigler and each of them to sign this Report and all amendments hereto as
attorneys-in-fact for officers and directors of the registrant is filed as
Exhibit 24 hereto.

                                       20
<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.  The Exhibit numbers preceded by an
asterisk (*) indicate Exhibits physically filed with this Annual Report on Form
10-K.  All other Exhibit numbers indicate Exhibits filed by incorporation by
reference herein.  Exhibit numbers 10.1 through 10.35, which are preceded by a
plus sign (+), are management contracts or compensatory plans or arrangements.

                                                                     
Exhibit Number                            Description
--------------                            -----------

    3.1        Restated Certificate of Incorporation of the Company, filed in
               the State of New York on October 20, 1986 (filed by incorporation
               by reference to Exhibit 3.1 to the Company's Form 10-K for the
               fiscal year ended December 31, 1986, Commission File No. 1-3053).

    3.2        Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed in the State of New York on July 18, 1988
               (filed by incorporation by reference to Exhibit 4.1 to the
               Company's Form 10-Q for the quarter ended June 30, 1988,
               Commission File No. 1-3053).

    3.3        Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed in the State of New York on December 6,
               1989 (filed by incorporation by reference to Exhibit 4.1 to the
               Company's Form 8-K dated December 14, 1989, Commission File No.
               1-3053).

    3.4        Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed in the State of New York on December 21,
               1989 (filed by incorporation by reference to Exhibit 3.4 to the
               Company's Form 10-K for the fiscal year ended December 31, 1989,
               Commission File No. 1-3053).

    3.5        By-Laws of the Company (filed by incorporation by reference to
               Exhibit 3(ii).1 to the Company's Form 10-Q for the quarter ended
               March 31, 1993, Commission File No. 1-3053).

    4          Letter agreement dated March 29, 1991 of the Company to furnish
               to the Commission upon request copies of certain instruments with
               respect to long-term debt (filed by incorporation by reference to
               Exhibit 4 to the Company's Form 10-K for the fiscal year ended
               December 31, 1990, Commission File No. 1-3053).

  +10.1        Champion International Corporation 1986 Management Incentive
               Program, consisting of the 1986 Stock Option Plan and the 1986
               Contingent Compensation Plan (filed by incorporation by reference
               to Exhibit 19.1 to the Company's Form 10-Q for the quarter ended
               June 30, 1986, Commission File No. 1-3053).

  +10.2        Amendment to Champion International Corporation 1986 Management
               Incentive Program (filed by incorporation by reference to Exhibit
               10.1 to the Company's Form 10-Q for the quarter ended March 31,
               1993, Commission File No. 1-3053).

  +10.3        Champion International Corporation Supplemental Retirement Income
               Plan (filed by incorporation by reference to Exhibit 10.7 to the
               Company's Form 10-K for the fiscal year ended December 31, 1989,
               Commission File No. 1-3053).

  +10.4        Amendment dated as of January 1, 1994 to Champion International
               Corporation Supplemental Retirement Income Plan (filed by
               incorporation by reference to Exhibit 10.6 to the Company's Form
               10-K for the fiscal year ended December 31, 1994,
<PAGE>

Exhibit Number                           Description
--------------                           -----------
 
               Commission File No. 1-3053).

  +10.5        Champion International Corporation Nonqualified Supplemental
               Savings Plan (filed by incorporation by reference to Exhibit 10.2
               to the Company's Form 10-Q for the quarter ended September 30,
               1994, Commission File No. 1-3053).

  +10.6        Supplemental Retirement and Death Payments Agreement dated as of
               August 1, 1964, as amended by letter agreement dated January 9,
               1965, between the Company and Mr. Sigler (filed by incorporation
               by reference to Exhibit 10.8 to the Company's Form 10-K for the
               fiscal year ended December 31, 1990, Commission File No. 1-3053).

  +10.7        Restated Agreement between the Company and Mr. Sigler, as amended
               as of February 19, 1987, providing certain employment, severance
               and retirement arrangements (filed by incorporation by reference
               to Exhibit 19.1 to the Company's Form 10-Q for the quarter ended
               June 30, 1987, Commission File No. 1-3053).

  +10.8        Agreement Relating to Legal Expenses dated February 19, 1987
               between the Company and Mr. Sigler providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 19.2 to
               the Company's Form 10-Q for the quarter ended June 30, 1987,
               Commission File No. 1-3053).

  +10.9        Amendment dated as of April 21, 1988 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 19.1 to the
               Company's Form 10-Q for the quarter ended June 30, 1988,
               Commission File No. 1-3053).

  +10.10       Amendment dated as of August 18, 1988 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 10.10 to the
               Company's Form 10-K for the fiscal year ended December 31, 1988,
               Commission File No. 1-3053).

  +10.11       Amendment dated as of August 18, 1988 to Agreement Relating to
               Legal Expenses dated February 19, 1987 between the Company and
               Mr. Sigler (filed by incorporation by reference to Exhibit 10.11
               to the Company's Form 10-K for the fiscal year ended December 31,
               1988, Commission File No. 1-3053).

  +10.12       Amendment dated as of September 19, 1991 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 10.12 to the
               Company's Form 10-K for the fiscal year ended December 31, 1991,
               Commission File No. 1-3053).

  +10.13       Amendment dated as of November 17, 1994 to Restated Agreement
               between the Company and Mr. Sigler, as amended as of February 19,
               1987 (filed by incorporation by reference to Exhibit 10.15 to the
               Company's Form 10-K for the fiscal year ended December 31, 1994,
               Commission File No. 1-3053).

  +10.14       Agreement dated November 17, 1994 between the Company and Mr.
               Sigler relating to post-employment consulting services (filed by
               incorporation by reference to Exhibit 10.16 to the Company's Form
               10-K for the fiscal year ended December 31, 1994, Commission File
               No. 1-3053).
<PAGE>

Exhibit Number                           Description
--------------                           ----------- 

  +10.15       Agreement dated as of August 18, 1988 between the Company and Mr.
               Heist providing certain employment, severance and retirement
               arrangements (filed by incorporation by reference to Exhibit
               10.17 to the Company's Form 10-K for the fiscal year ended
               December 31, 1988, Commission File No. 1-3053).

  +10.16       Agreement Relating to Legal Expenses dated August 18, 1988
               between the Company and Mr. Heist providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.18 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1988, Commission File No. 1-3053).

  +10.17       Amendment dated as of September 19, 1991 to Agreement dated as of
               August 18, 1988 between the Company and Mr. Heist (filed by
               incorporation by reference to Exhibit 10.15 to the Company's Form
               10-K for the fiscal year ended December 31, 1991, Commission File
               No. 1-3053).

  +10.18       Agreement dated as of October 18, 1990 between the Company and
               Mr. Nichols providing certain employment, severance and
               retirement arrangements (filed by incorporation by reference to
               Exhibit 10.16 to the Company's Form 10-K for the fiscal year
               ended December 31, 1990, Commission File No. 1-3053).

  +10.19       Agreement Relating to Legal Expenses dated October 18, 1990
               between the Company and Mr. Nichols providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.17 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1990, Commission File No. 1-3053).

  +10.20       Amendment dated as of September 19, 1991 to Agreement dated as of
               October 18, 1990 between the Company and Mr. Nichols (filed by
               incorporation by reference to Exhibit 10.18 to the Company's Form
               10-K for the fiscal year ended December 31, 1991, Commission File
               No. 1-3053).

  +10.21       Agreement dated as of February 19, 1987 between the Company and
               Mr. Burchfield providing certain severance arrangements (filed by
               incorporation by reference to Exhibit 10.15 to the Company's Form
               10-K for the fiscal year ended December 31, 1987, Commission File
               No. 1-3053).

  +10.22       Agreement Relating to Legal Expenses dated February 19, 1987
               between the Company and Mr. Burchfield providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.16 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1987, Commission File No. 1-3053).

  +10.23       Amendment dated as of April 21, 1988 to Agreement dated as of
               February 19, 1987 between the Company and Mr. Burchfield (filed
               by incorporation by reference to Exhibit 19.5 to the Company's
               Form 10-Q for the quarter ended June 30, 1988, Commission File
               No. 1-3053).

  +10.24       Amendment dated as of September 19, 1991 to Agreement dated as of
               February 19, 1987 between the Company and Mr. Burchfield (filed
               by incorporation by reference to Exhibit 10.22 to the Company's
               Form 10-K for the fiscal year ended December 31, 1991, Commission
               File No. 1-3053).
<PAGE>

Exhibit Number                              Description
--------------                              -----------
 
  +10.25       Agreement dated as of August 18, 1988 between the Company and Mr.
               Olson providing certain severance arrangements (filed by
               incorporation by reference to Exhibit 10.23 to the Company's Form
               10-K for the fiscal year ended December 31, 1990, Commission File
               No. 1-3053).

  +10.26       Agreement Relating to Legal Expenses dated August 18, 1988
               between the Company and Mr. Olson providing reimbursement of
               certain legal expenses following a change in control of the
               Company (filed by incorporation by reference to Exhibit 10.24 to
               the Company's Form 10-K for the fiscal year ended December 31,
               1990, Commission File No. 1-3053).

  +10.27       Amendment dated as of September 19, 1991 to Agreement dated as of
               August 18, 1988 between the Company and Mr. Olson (filed by
               incorporation by reference to Exhibit 10.28 to the Company's Form
               10-K for the fiscal year ended December 31, 1991, Commission File
               No. 1-3053).

  +10.28       Trust Agreement dated as of February 19, 1987 between the Company
               and Fleet National Bank of Connecticut securing certain payments
               under the contracts listed as Exhibit Numbers 10.7 through 10.27,
               among others, following a change in control of the Company (filed
               by incorporation by reference to Exhibit 19.11 to the Company's
               Form 10-Q for the quarter ended June 30, 1987, Commission File
               No. 1-3053).

  +10.29       Amendment dated as of August 18, 1988 to Trust Agreement dated as
               of February 19, 1987 between the Company and Fleet National Bank
               of Connecticut (filed by incorporation by reference to Exhibit
               10.29 to the Company's Form 10-K for the fiscal year ended
               December 31, 1988, Commission File No. 1-3053).

  +10.30       Champion International Corporation Executive Life Insurance Plan
               (filed by incorporation by reference to Exhibit 10.27 to the
               Company's Form 10-K for the fiscal year ended December 31, 1990,
               Commission File No. 1-3053).

  +10.31       Amendment dated as of January 1, 1994 to Champion International
               Corporation Executive Life Insurance Plan (filed by incorporation
               by reference to Exhibit 10.33 to the Company's Form 10-K for the
               fiscal year ended December 31, 1994, Commission File No. 1-3053).

  +10.32       Extract from the minutes of the meeting of the Board of Directors
               of the Company held on October 18, 1979 relating to the $50,000
               of group term life insurance provided by the Company for non-
               employee directors (filed by incorporation by reference to
               Exhibit 10.28 to the Company's Form 10-K for the fiscal year
               ended December 31, 1990, Commission File No. 1-3053).

  +10.33       Resolutions of the Board of Directors of the Company adopted on
               September 19, 1991 relating to the compensation of directors
               (filed by incorporation by reference to Exhibit 19 to the
               Company's Form 10-Q for the quarter ended September 30, 1991,
               Commission File No. 1-3053).

  +10.34       Resolutions of the Board of Directors of the Company adopted on
               August 18, 1994 relating to the compensation of directors (filed
               by incorporation by reference to Exhibit 10.1 to the Company's
               Form 10-Q for the quarter ended September 30, 1994, Commission
               File No. 1-3053).
<PAGE>

Exhibit Number                            Description
--------------                            ----------- 

  +10.35       Retirement Plan for Outside Directors (filed by incorporation by
               reference to Exhibit 19 to the Company's Form 10-Q for the
               quarter ended September 30, 1992, Commission File No. 1-3053).

  *11          Schedule showing calculation of primary earnings per common share
               and fully diluted earnings per common share.

  *13          Portions of the Company's 1995 Annual Report which are
               specifically incorporated by reference herein.

  *21          List of significant subsidiaries of the Company.

  *23.1        Opinion and Consent of the Senior Vice President and General
               Counsel of the Company.

  *23.2        Consent of Arthur Andersen LLP.

  *24          Power of Attorney relating to the execution and filing of this
               Annual Report on Form 10-K and all amendments hereto.

  *27          Financial Data Schedule.