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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, 1998       COMMISSION FILE NUMBER 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 NUMBER)
 
                              ONE CHAMPION PLAZA
                          STAMFORD, CONNECTICUT 06921
                                (203) 358-7000
    (ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                              NAME OF EACH EXCHANGE    
     TITLE OF EACH CLASS                       ON WHICH REGISTERED     
     -------------------                     -----------------------   
   <S>                                       <C>                       
   COMMON STOCK, $.50 PAR VALUE              NEW YORK STOCK EXCHANGE    
</TABLE>
 
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 26, 1999 WAS APPROXIMATELY $3,534,000,000.
 
  AS OF FEBRUARY 26, 1999, 95,596,872 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, 1998 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 20, 1999 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, 1998,
unless the context otherwise requires.

     The Company is one of the leading domestic manufacturers of paper for
business communications, commercial printing and publications. In addition, the
Company has significant market pulp, plywood, lumber and wood chip manufacturing
operations and owns or controls approximately 5,038,000 acres of timberlands in
the United States (excluding the 300,000 acres of timberlands which the Company
has agreed to sell, as discussed below). The Company's Canadian and Brazilian
subsidiaries also own or control significant timber resources supporting their
operations.

     The Company's business segments are North American pulp and paper,
Brazilian pulp and paper, distribution and wood products. See Note 15 of "Notes
to Financial Statements" on pages 44 and 45 of the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1998 (the "Company's 1998
Annual Report"), which Note is incorporated by reference herein, for information
concerning the Company's business segments and operations in different
geographic areas for 1996, 1997 and 1998.

     On October 7, 1997, the Company approved a plan to divest several non-
strategic operations. As part of the divestiture, the Company offered for sale
the Canton, North Carolina free sheet papers and bleached paperboard mill, the
newsprint mills at Lufkin and Sheldon, Texas, the groundwood papers mill at
Deferiet, New York and the premium free sheet papers mill at Hamilton, Ohio.
Also offered for sale were the liquid packaging operation (the DairyPak unit)
consisting of the Waynesville, North Carolina plant and six paperboard
converting plants, the recycling business and 300,000 acres of timberlands. In
1998, the Company sold the Lufkin and Sheldon, Texas mills, one of the
paperboard converting plants and a portion of the recycling business, and agreed
to sell the 300,000 acres of timberlands. The remaining operations and assets to
be divested are not included in the discussion under "North American Pulp and
Paper" and "Timber Properties" below except as set forth under "North American
Pulp and Paper - Operations to Be Divested" and "Timber Properties - Timberlands
to Be Divested".


NORTH AMERICAN PULP AND PAPER

     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 wholly owned Canadian
subsidiary, Weldwood of Canada Limited ("Weldwood").

     See the "Paper Net Sales" table on page 24 of the Company's 1998 Annual
Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the North American pulp and paper segment for 1996, 1997 and 1998.

                                UNCOATED PAPERS

     The uncoated papers business manufactures and sells uncoated free sheet
papers, pulp and, to a lesser extent, coated free sheet papers. The principal
manufacturing properties of this operation consist of integrated pulp and paper
mills at Courtland, Alabama and Pensacola, Florida. As of December 31, 1998,
these mills had an annual capacity of approximately 1,469,000 tons of pulp and
1,510,000 tons of free sheet papers.

                                       1
<PAGE>
 
     Most of the fiber requirements of the uncoated papers business is supplied
by its own mills and approximately 5% of its fiber requirements in 1998 was
purchased from third-party suppliers. In addition, approximately 10% of the pulp
produced at the Courtland and Pensacola mills was sold in the open market in
1998.

     Papers produced by the uncoated papers business are used for computer
forms, desktop printers, copier paper, envelope papers and a variety of
commercially printed products. The uncoated papers business and the coated
papers business jointly maintain 11 sales offices throughout 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 and brokers. The
uncoated papers business also has responsibility for the sale of uncoated free
sheet papers distributed by the Company pursuant to an agreement with Asia
Pacific Resources International Holdings Ltd.

     The Company leases substantial portions of the Courtland mill under 17 
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.


                                 COATED PAPERS

     The coated papers business manufactures and sells coated groundwood papers,
coated free sheet papers, pulp and, to a lesser extent, uncoated groundwood
papers. The manufacturing properties of this operation consist of integrated
pulp and paper mills at Bucksport, Maine; Sartell, Minnesota; and Quinnesec,
Michigan. As of December 31, 1998, these mills had an annual capacity of
approximately 783,000 tons of pulp, 772,000 tons of groundwood papers and
314,000 tons of coated free sheet papers.

     A portion of the fiber requirements of the coated papers business is
supplied by its own mills, a portion is supplied by other Company pulp mills,
and approximately 31% of its fiber requirements in 1998 was purchased from 
third-party suppliers.

     The Company manufactures pulp for sale in the open market at the Quinnesec
mill. In 1998, approximately 56% of the pulp production of this mill, or 234,000
tons, was sold in the open market. The balance was used in the production of
paper at the Quinnesec mill and at other Company paper mills.

     The Company's coated and uncoated groundwood grades are used primarily for
consumer magazines, direct mail catalogs, directories, textbooks and coupons.
Coated free sheet papers are used in catalogs, magazines, textbooks, labels,
annual reports and many other commercially printed products. Sales are made to
direct purchasers and through paper merchants and brokers from the 11 sales
offices and the order services office in Hamilton, Ohio jointly maintained with
the uncoated papers business.

     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 thereafter at the end of each five-year renewal term.


                                     KRAFT
                                        
     The Company produces unbleached linerboard, kraft paper and pulp at its
integrated pulp and paper mill at Roanoke Rapids, North Carolina. As of December
31, 1998, this mill had an annual capacity of approximately 500,000 tons of
pulp, 381,000 tons of linerboard and 125,000 tons of kraft paper.

     All of this mill's pulp production is used at the mill. In addition, a
portion of the fiber requirements of this mill is supplied by other Company pulp
mills, and approximately 5% of its fiber requirements in 1998 was purchased from
third-party suppliers.

                                       2
<PAGE>
 
     Unbleached linerboard is used for corrugated boxes, and kraft paper is used
for multiwall and grocery bags. Sales are made to converters through three
regional sales offices and an order services office in Roanoke Rapids, North
Carolina.

                                     PULP

     For information concerning market pulp produced at the Courtland and
Pensacola mills, see the section captioned "Uncoated Papers" above. For
information concerning market pulp produced at the Quinnesec mill, see the
section captioned "Coated Papers" above. Market pulp produced at these three
mills is sold through the Company's headquarters in Stamford, Connecticut and a
sales office in Appleton, Wisconsin.

     Weldwood manufactures bleached softwood kraft pulp at its mill in Hinton,
Alberta, Canada. As of December 31, 1998, this mill had an annual capacity of
approximately 463,000 tons. In 1998, approximately 18% of the mill's pulp
production was used in the Company's own free sheet papers and groundwood papers
mills. The balance was sold in the open market through the Company's
headquarters in Stamford, Connecticut and a Company sales office in Appleton,
Wisconsin. See "Employees" below regarding a strike-related shutdown of the
Hinton mill.

     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, 1998, this mill
had an annual capacity of approximately 377,000 tons. In 1998, approximately 20%
of Weldwood's 50% share of the mill's pulp production was used in the Company's
Hamilton, Ohio mill, which is to be divested. The balance of Weldwood's share
was sold in the open market through the Company's headquarters in Stamford,
Connecticut and a Company sales office in Appleton, Wisconsin.

     While certain of the Company's mills purchase pulp in the open market, the
Company and Weldwood overall are net sellers of pulp. Excluding the operations
to be divested, the Company and Weldwood in the aggregate in 1998 produced
approximately 892,000 tons of pulp for sale to unaffiliated purchasers, while
the Company used approximately 214,000 tons of pulp purchased from third-party
suppliers, resulting in net market pulp of approximately 678,000 tons.

                           Operations to Be Divested

     The following is a description of the paper operations that have been
offered for sale by the Company.

     The Canton, North Carolina integrated pulp and paper mill manufactures pulp
and manufactures and sells uncoated free sheet papers and bleached paperboard.
As of December 31, 1998, this mill had an annual capacity of approximately
499,000 tons of pulp and 514,000 tons of free sheet papers and bleached
paperboard. In 1998, 65% 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. The balance either was sold to
independent purchasers, primarily for conversion to cups, or was exported.

     The Company leases a printing facility at the Athens, Georgia DairyPak
plant. The lease, which expires in 2015, 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 lessee
under the lease has the option to purchase the facility for a nominal sum at the
time the bonds are retired.

     The Deferiet, New York integrated pulp and paper mill manufactures pulp and
manufactures and sells coated and uncoated groundwood papers. As of December 31,
1998, this mill had an annual capacity of approximately 103,000 tons of pulp and
230,000 tons of groundwood papers.

     The Hamilton, Ohio paper mill manufactures and sells premium free sheet
papers. As of December 31, 1998, this mill had an annual capacity of
approximately 134,000 tons of free sheet papers.

                                       3
<PAGE>
 
BRAZILIAN PULP AND PAPER

     The Brazilian pulp and paper segment consists primarily of the pulp and
paper operations of the Company's wholly owned Brazilian subsidiary, Champion
Papel e Celulose Ltda. ("Champion Papel"). In addition, the segment includes
Champion Papel's wood-related operations.

     See the "Paper Net Sales" table on page 24 of the Company's 1998 Annual
Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the Brazilian pulp and paper segment for 1996, 1997 and 1998.

     Champion Papel is a major integrated manufacturer of uncoated free sheet
papers, coated groundwood papers and pulp in Brazil. As of December 31, 1998,
its two mills had an annual capacity of approximately 402,000 tons of uncoated
free sheet papers, 188,000 tons of coated groundwood papers and 412,000 tons of
pulp. In addition to being a leading supplier of free sheet and groundwood
papers in Brazil, Champion Papel exports a substantial portion of its paper
production.

     As of December 31, 1998, Champion Papel had approximate annual capacities
of 700,000 tons of softwood chips, most of which is exported to Europe and
Japan, and 8 million board feet of softwood lumber.

     For information concerning timberlands owned or controlled by Champion
Papel, see the section captioned "Timber Properties" below.


DISTRIBUTION

     Nationwide Papers, a unit of the Company, is a distributor of paper, paper
products and industrial products. Its marketing operations are carried out
through 31 sales offices and 27 distribution centers in 20 states. At three of
the centers, Nationwide Papers converts rolls of bleached paperboard and coated
and uncoated papers into sheets. In 1998, approximately 70% 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.

     This business has responsibility for the sale of uncoated free sheet
papers, designed for use in laser jet printers, manufactured and distributed by
the Company pursuant to an agreement with Hewlett-Packard Company. This
agreement grants the Company a license to use certain Hewlett-Packard trademarks
in North America, Central America, South America, Europe, Africa and the Middle
East in connection with the sale of these papers.


WOOD PRODUCTS

     The Company is a major producer of softwood plywood and softwood 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 are summarized under Item 2 of this Report. As of December 31, 1998, the
Company's domestic wood products operations had approximate annual capacities of
945 million square feet (3/8" basis) of softwood plywood and 485 million board
feet of softwood lumber. As of December 31, 1998, Weldwood had approximate
annual capacities of 370 million square feet (3/8" basis) of softwood plywood
and 1,077 million board feet of softwood lumber. In addition, with the September
1998 purchase of Sunpine Forest Products Ltd. ("Sunpine"), Weldwood acquired a
laminated-veneer lumber ("LVL") plant with an approximate annual capacity of 2.6
million cubic feet of LVL. Sunpine also owns a softwood lumber mill with an
approximate annual capacity of 200 million board feet of softwood lumber (which
is included in the Weldwood softwood lumber capacity amount above), a lumber-
treating operation and a veneer mill.

                                       4
<PAGE>
 
     The Company sells lumber and plywood through one sales office to
wholesalers, dealers, industrial users and retailers. Weldwood exports a
significant amount of lumber and plywood and also sells such products and LVL
through two sales offices to wholesalers (including a 50%-owned building
materials distribution company), industrial users and retailers throughout North
America.

     See the "Wood Products Net Sales" table on page 26 of the Company's 1998
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 segment for 1996, 1997 and 1998.


TIMBER PROPERTIES

     The Company owns 4,577,804 acres and controls 460,192 acres of timberlands
in the United States. The Company's owned and controlled timberlands contain in
the aggregate approximately 18,440,000 cunits (one cunit equals one hundred
cubic feet of solid wood) of merchantable sawtimber and approximately 39,435,000
cunits of pulpwood. In 1998, the Company harvested approximately 36% 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 298,699 acres and
controls 306 acres of timberlands. These timberlands contain in the aggregate
approximately 7,609,000 cunits of merchantable sawtimber and approximately
1,395,000 cunits of pulpwood. In the South, primarily in Texas, North Carolina,
South Carolina, Alabama, Georgia, Florida, Tennessee and Virginia, the Company
owns 2,587,146 acres and controls 437,680 acres of timberlands containing in the
aggregate approximately 5,182,000 cunits of merchantable sawtimber and
approximately 23,301,000 cunits of pulpwood. The Company owns 1,691,959 acres
and controls 22,206 acres of timberlands in the North, primarily in Maine,
Michigan, Minnesota, New Hampshire and Wisconsin. These timberlands contain in
the aggregate approximately 5,649,000 cunits of merchantable sawtimber and
approximately 14,739,000 cunits of pulpwood.

     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 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 the Company's domestic fiber requirements derived from
the Company's owned and controlled lands will remain approximately one-third for
the next several years and 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 65 million trees planned for planting in
1999.

     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 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.

     In British Columbia, Canada, Weldwood has rights to harvest approximately
547,000 cunits of merchantable sawtimber annually from long-term licenses and,
during the balance of the current terms of such licenses, has rights to harvest
an aggregate of approximately 8,365,000 cunits.

     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, subject to Provincial Government approval, for successive 20-
year

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periods as long as the Hinton, Alberta pulp mill remains in operation. Weldwood
has the right to harvest approximately 671,000 cunits of merchantable sawtimber
and pulpwood annually under this agreement.

     Also in Alberta, Canada, with the September 1998 purchase of Sunpine,
Weldwood acquired cutting rights through July 23, 2012 with respect to
approximately 1,591,000 acres of timberlands pursuant to an agreement with the
Provincial Government of Alberta. This agreement is renewable at Weldwood's
option, subject to Provincial Government approval, for successive 20-year
periods as long as the laminated-veneer lumber plant remains in operation.
Weldwood has the right to harvest approximately 251,000 cunits of merchantable
sawtimber and 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 West Fraser Mills Ltd. 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 1,511,683 acres of timberlands and savannah
in Brazil. The owned or controlled acreage includes 1,051,454 acres in the State
of Amapa, of which 189,567 acres are pine and eucalyptus plantations. Champion
Papel expects to plant additional eucalyptus and pine trees on its land in Amapa
until approximately 36% of such land is planted, with 50% legally required to be
left undisturbed, leaving the balance for natural features and improvements. In
the State of Parana, Champion Papel owns 131,801 acres, of which 20% is legally
required to be left undisturbed and an additional 20% will be left for natural
features and improvements. In the State of Sao Paulo, Champion Papel owns or
controls 117,590 acres, of which 20% is legally required to be left undisturbed
and an additional 6% will be left for natural features and improvements. In the
State of Mato Grosso do Sul, Champion Papel owns or controls 210,838 acres, of
which 20% is legally required to be left undisturbed and an additional 8% will
be left for natural features and improvements.

     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 319,000 acres of such
land. These subsidiaries have sold approximately 259,000 acres, of which
approximately 16,000 acres were sold during 1998, 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, Florida, Michigan, Minnesota and
North Carolina.


                          TIMBERLANDS TO BE DIVESTED

   The Company has offered for sale approximately 300,000 acres of timberlands
located in New York, Vermont and New Hampshire. These timberlands contain in the
aggregate approximately 1,000,000 cunits of merchantable sawtimber and
approximately 3,980,000 cunits of pulpwood. On December 9, 1998, the Company
announced that it had entered into an agreement to sell these timberlands to The
Conservation Fund. The sale is expected to be completed by mid-1999.


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

                                       6
<PAGE>
 
review of its domestic mineral, oil and gas rights and presently is not aware of
any significant reserves or deposits except as discussed below.

     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 1,500,000 barrels of oil and 4,000,000 Mcf
(thousand cubic feet) of natural gas as of December 31, 1998. The Company's
share of production from such fields was approximately 265,000 barrels of oil,
674,000 Mcf of natural gas and 3,000,000 gallons of gas products in 1998.

     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 350,000,000 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, including contract
timber, reforestation and capitalized interest, will be approximately $490
million in 1999, a significant portion of which will be devoted to incremental
improvements, routine capital replacements and environmental compliance.

     In 1998, the Company completed a project to modernize the No. 5 paper
machine at the Bucksport, Maine mill. The total project cost was approximately
$34 million.

     In 1998, the Company completed an alkaline-conversion project and a project
to modernize the No. 5 paper machine at the Pensacola, Florida mill.  The total
cost of these projects was approximately $40 million.

     In 1997, the Company began an alkaline-conversion project and various
environmental improvement projects at the Courtland, Alabama mill. These
projects are expected to be completed in 1999 at a total cost of approximately
$103 million, of which approximately $83 million had been expended as of
December 31, 1998.

     In 1998, various pre-construction activities began with respect to a gas-
fired turbine cogeneration project at the Bucksport, Maine mill. The Company
will own 28% of the project, which is expected to be completed in 2000 at a cost
of approximately $110 million (the Company's share of which will be
approximately $31 million). Approximately $12 million had been expended as of
December 31, 1998, with approximately $55 million expected to be expended in
1999. The Company's 28% share of the expected 1999 expenditures is not included
in the Company's anticipated 1999 capital expenditures amount set forth above.

     In 1999, the Company will begin a project to modernize the No. 3 paper
machine at the Sartell, Minnesota mill. The project is expected to be completed
in 2000 at a cost of approximately $47 million, of which approximately $34
million will be expended in 1999.

     In 1999, the Company will begin an alkaline-conversion project and various
production improvement projects at the Mogi Guacu, Brazil mill. These projects
are expected to be completed in 2000 at a cost of approximately $49 million, of
which approximately $33 million will be expended in 1999.

     The Company has under consideration the possible establishment of a new
chipping operation in the State of Amapa, Brazil and the possible construction
of a pulp and paper mill at Tres Lagoas, Brazil. Approximately $275

                                       7
<PAGE>
 
million had been expended as of December 31, 1998 in connection with these
projects, including land acquisition and reforestation. Approximately $22
million is expected to be expended in 1999 for these projects.


COMPETITION

     The Company's products are pulp, paper and wood products. The markets in
which the Company sells its products are highly competitive. The Company faces
numerous competitors within the forest products industry in each of its major
markets and also competes with suppliers of milk and juice cartons and kraft
paper substitutes made from plastics. Competition in all markets is based
primarily on price. The Company is one of the largest domestic producers and
suppliers of coated and uncoated free sheet and groundwood papers, milk and
juice cartons, and hardwood market pulp. Weldwood is one of the largest
producers of lumber and softwood market pulp in Canada. Champion Papel is the
largest producer and supplier of coated groundwood papers in Brazil and one of
the largest producers and suppliers of uncoated free sheet papers in Brazil.


FOREIGN OPERATIONS

     For information concerning sales and income of the Company's foreign
subsidiaries and the risks associated with the Company's foreign operations, 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 1998 Annual Report.


EMPLOYEES

     The Company had 21,137 employees at December 31, 1998. Of these, 14,264
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 relating to the Deferiet, New York groundwood papers mill,
which is among the facilities to be divested by the Company, and the Roanoke
Rapids, North Carolina kraft mill, will expire on June 1, 1999 and August 31,
1999, respectively. Union contracts covering other domestic operations will
expire as follows: 2000 - the Canton, North Carolina free sheet papers and
bleached paperboard mill, the Bucksport, Maine and Sartell, Minnesota groundwood
papers mills and the Florida and Georgia wood products operations; 2001 - the
Pensacola, Florida free sheet papers mill and the Hamilton, Ohio premium free
sheet papers mill; 2002 - the Courtland, Alabama free sheet papers mill and a
Maine wood products operation; 2005 - a Maine wood products operation.

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

     At Weldwood, union contracts covering the wood products facilities, except
the Hinton, Alberta plant, will expire in 2000. The union contract covering the
joint venture pulp mill at Quesnel, British Columbia will expire in 2003. Labor
agreements covering the Hinton, Alberta pulp mill and wood products plant have
expired. On March 19, 1999, the union representing the employees at those
facilities informed Weldwood of its intention to strike those facilities
beginning on March 22. As a result, on March 20, Weldwood began a shutdown of
those facilities. On March 22, the union struck the facilities and Weldwood
completed the shutdown. The impact on the Company of the shutdown will depend
primarily on its duration as well as the market for softwood kraft pulp and
softwood lumber.

     The labor contracts which cover the Company's various operations in Brazil
are renegotiated each year.


THE ENVIRONMENT

     For information regarding environmental capital expenditures, hazardous
substance cleanup 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 1998 Annual Report.

                                       8
<PAGE>
 
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.


Item 2.  PROPERTIES

     In 1998, the Company's domestic and foreign manufacturing facilities
operated at 97% of capacity in the North American and Brazilian pulp and paper
segments and at 96% of capacity in the wood products segment. Production
curtailments in the Company's North American and Brazilian pulp and paper
segments were attributable primarily to weak market conditions and scheduled
maintenance. Production curtailments in the wood products segment were
attributable primarily to weak market conditions and quotas relating to the
export of Canadian wood products to the United States.

     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.


NORTH AMERICAN PULP AND PAPER

                                UNCOATED PAPERS

     (a)  Integrated pulp and free sheet papers mills:
 
          (i)   Courtland, Alabama/1/;
          (ii)  Canton, North Carolina (which the Company has offered for sale
                as discussed in Item 1 in the section captioned "North American
                Pulp and Paper"); and
          (iii) Pensacola, Florida.

     (b)  The Company operates a plant in Waynesville, North Carolina (which the
Company has offered for sale as discussed in Item 1 in the section captioned
"North American Pulp and Paper") which applies polyethylene coating to bleached
paperboard produced at the Canton, North Carolina mill and which also converts
roll stock into cutsize paper.

     (c)  The Company operates five plants which convert polyethylene-coated
paperboard into milk and juice cartons (all of which the Company has offered for
sale as discussed in Item 1 in the section captioned "North American Pulp and
Paper").  All of these plants are located in the United States/2/.


                                 COATED PAPERS

     (d)  Integrated pulp and groundwood papers mills:

          (i)   Bucksport, Maine;
          (ii)  Sartell, Minnesota/3/; and

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

                                       9
<PAGE>
 
          (iii)  Deferiet, New York (which the Company has offered for sale as
                 discussed in Item 1 in the section captioned "North American
                 Pulp and Paper").

     (e)  The Company operates an integrated pulp and free sheet papers mill in
Quinnesec, Michigan.

                                     KRAFT
                                        
     (f)  The Company operates an integrated pulp, linerboard and kraft papers
mill in Roanoke Rapids, North Carolina.

                                PREMIUM PAPERS

     (g)  The Company operates a premium free sheet papers mill in Hamilton,
Ohio (which the Company has offered for sale as discussed in Item 1 in the
section captioned "North American Pulp and Paper").

                                     PULP

     (h)  Market pulp is produced at the Company's free sheet papers mills in
Pensacola, Florida, Courtland, Alabama and Quinnesec, Michigan.

     (i)  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.

BRAZILIAN PULP AND PAPER

     (a)  Champion Papel operates an integrated pulp and free sheet papers mill
at Mogi Guacu, Brazil.

     (b)  Inpacel, a wholly owned subsidiary of Champion Papel, operates an
integrated pulp and groundwood papers mill in Arapoti, Brazil.

     (c)  Champion Papel, through a wholly owned subsidiary, operates a wood
chipping operation and a softwood lumber mill in Brazil.


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)  The Company operates six softwood lumber mills in the United States.

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

     (e)  Sunpine, a wholly owned subsidiary of Weldwood, operates a softwood
lumber mill, a lumber-treating operation and a veneer mill in Canada.

     (f)  Decker Lake Forest Products Limited, a subsidiary in which Weldwood
has an indirect 58% interest, operates a softwood lumber mill in Canada.

     (g)  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.

                                       10
<PAGE>
 
     (h)  Sunpine operates an LVL plant in Canada.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is involved in 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, 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/

     L. Scott Barnard (age 56) is an Executive Vice President of the Company, a
position which he has held since August 1992.  He has responsibility for the
Company's distribution business, pulp sales and international sales. From
September 1996 to April 1998, he had responsibility for the Company's pulp and
paper sales. From February 1989 to September 1996, he had responsibility for
sales and marketing for the printing and writing papers and publication papers
businesses.

     Stephen B. Brown (age 59) is Senior Vice President and General Counsel of
the Company, a position which he has held since January 1997. From April 1983 to
December 1996, he was Vice President-Senior Counsel.

     Mark V. Childers (age 46) is an Executive Vice President of the Company, a
position which he has held since April 1998.  He heads the forest products unit,
which consists of domestic timberlands operations and the domestic wood products
business.  From August 1992 to April 1998, he was Senior Vice President-
Organizational Development and Human Resources of the Company.

     Michael P. Corey (age 55) is a Senior Vice President of the Company, a
position which he has held since February 1997.  He has responsibility for
marketing, strategic planning, corporate analysis, acquisitions and
divestitures, mineral resources and the Company's real estate subsidiaries.
From December 1984 to February 1997, he was Vice President-Corporate Analysis.

     Richard J. Diforio, Jr. (age 63) 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.

     Thomas L. Griffin (age 56) is an Executive Vice President of the Company, a
position which he has held since April 1998.  He heads the coated papers and
kraft papers businesses.  From October 1996 to April 1998, he was Vice
President-General Manufacturing Manager of the free sheet papers business.  From
July 1995 to September 1996, he was Vice President-Manufacturing of the
publication papers business.  From February 1991 to June 1995, he was Vice
President-Operations Manager of the Company's Deferiet, New York mill.

     Kenwood C. Nichols (age 59) is Vice Chairman and Executive Officer and a
director of the Company.  He was elected Executive Officer in 1996.  Since
August 1989, he has served as Vice Chairman and a director.

     Richard E. Olson (age 61) is Chairman of the Board of Directors and Chief
Executive Officer of the Company, positions which he has held since 1996.  From
December 1987 to 1996, he was an Executive Vice President of the Company, with
responsibility for engineering, technology, manufacturing support and major
projects.

________________________
/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 20,
    1999.

                                       11
<PAGE>
 
     Richard L. Porterfield (age 52) is an Executive Vice President of the
Company, a position which he has held since August 1992.  He heads the uncoated
papers business.  From August 1992 to April 1998, he had responsibility for the
forest products unit.

                                        
                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company had 15,070 record holders of its Common Stock as of February
26, 1999.

     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, 1998, the most restrictive of
these limitations required the Company to maintain tangible net worth (as
defined below) of at least $2.2 billion. As a result of this requirement, such
amount is unavailable for the payment of dividends. Approximately $869 million
of tangible net worth at December 31, 1998 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 page 62 of the Company's 1998 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 58 and 59 of
the Company's 1998 Annual Report captioned "Eleven-Year Selected Financial
Data".

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     There is incorporated by reference herein the section on pages 49 to 57 of
the Company's 1998 Annual Report captioned "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

     There is incorporated by reference herein the third, fourth, fifth, sixth
and seventh sentences of the fourth paragraph of "Employees" under Item 1 of
this Report.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There is incorporated by reference herein the section on page 57 of the 
Company's 1998 Annual Report captioned "Financial Market Risk".

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     There is incorporated by reference herein the sections of the Company's
1998 Annual Report captioned "Consolidated Statement of Income", "Consolidated
Balance Sheet", "Consolidated Cash Flows", "Consolidated Retained Earnings",
"Consolidated Statement of Comprehensive Income", "Notes to Financial
Statements" and "Report of Independent Public Accountants", which sections are
on pages 29, 30, 31, 32, 32, 33 to 47 and 48, respectively, of the Company's
1998 Annual Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     Not applicable.

                                       12
<PAGE>
 
                                   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
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 20, 1999 (the
"Company's 1999 Proxy Statement"). Said sections are incorporated by reference
herein.

ITEM 11.  EXECUTIVE COMPENSATION

     There is incorporated by reference herein from the Company's 1999 Proxy
Statement the sections therein captioned "The Board of Directors-Directors'
Compensation", and "Executive Compensation-Compensation Committee Interlocks and
Insider Participation", "Summary Compensation Table", "Option Grant Table",
"Option/SAR Exercise and Year-End Values Table", "Long-Term Incentive Plan
Awards 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 1999 Proxy
Statement the sections therein captioned "Principal Shareholders" and "Stock
Ownership by Directors, Nominees and Executive Officers".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There is incorporated by reference herein from the Company's 1999 Proxy
Statement 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 1998 Annual Report:

<TABLE> 
<CAPTION> 
                                                                                CAPTION IN COMPANY'S                            
              DESCRIPTION                                                  1998 ANNUAL REPORT (PAGE NUMBER)                     
              -----------                                                  --------------------------------                      
<S>                                                                        <C>                                                  
Consolidated Statements of Income for each of the
  three years in the period ended December 31, 1998...................     Consolidated Statement of Income (page 29)

Consolidated Balance Sheets at December 31, 1998 and 1997.............     Consolidated Balance Sheet (page 30)

Consolidated Statements of Cash Flows for each of
  the three years in the period ended December 31, 1998...............     Consolidated Cash Flows (page 31)

Consolidated Statements of Retained Earnings for each of
  the three years in the period ended December 31, 1998...............     Consolidated Retained Earnings (page 32)
</TABLE> 

                                       13
<PAGE>
 
<TABLE> 
<S>                                                                        <C> 
Consolidated Statements of Comprehensive Income for each..............     Consolidated Statement of
  of the three years in the period ended December 31, 1998............     Comprehensive Income (page 32)

Notes to Financial Statements.........................................     Notes to Financial Statements (pages 33 to 47)

Report of Independent Public Accountants with
  respect to the financial statements listed above....................     Report of Independent Public Accountants (page 48)
</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 10.28, 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 3.1 to the Company's Form 10-Q for the quarter
                    ended September 30, 1996, 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).

                                       14
<PAGE>
 
EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------

  +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                  Amendment to Champion International Corporation 1986
                         Management Incentive Program (filed by incorporation by
                         reference to the appendix to the Company's Proxy
                         Statement for the 1997 Annual Meeting of Shareholders).

  +10.4                  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).

  +10.5                  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).

   +10.6                 Champion International Corporation Nonqualified
                         Supplemental Savings Plan (filed by incorporation by
                         reference to Exhibit 10.5 to the Company's Form 10-K
                         for the fiscal year ended December 31, 1996, Commission
                         File No. 1-3053).

  +10.7                  Champion International Corporation Management Incentive
                         Deferral Plan (filed by incorporation by reference to
                         Exhibit 10.7 to the Company's Form 10-K for the fiscal
                         year ended December 31, 1997, Commission File No. 1-
                         3053).

  +10.8                  Form of Restricted Stock Unit Grant Letter dated
                         February 18, 1997 (filed by incorporation by reference
                         to Exhibit 10.1 to the Company's Form 10-Q for the
                         quarter ended March 31, 1997, Commission File No. 1-
                         3053).

  +10.9                  Champion International Corporation 1997 Incentive
                         Compensation Plan (filed by incorporation by reference
                         to Exhibit 10.2 to the Company's Form 10-Q for the
                         quarter ended March 31, 1997, Commission File No. 1-
                         3053).

  +10.10                 Champion International Corporation 1997 Performance
                         Share Plan (filed by incorporation by reference to
                         Exhibit 10.3 to the Company's Form 10-Q for the quarter
                         ended March 31, 1997, Commission File No. 1-3053).

   +10.11                Agreement dated as of September 18, 1997 between the
                         Company and Mr. Olson providing certain employment,
                         severance and retirement arrangements (filed by
                         incorporation by reference to Exhibit 10.11 to the
                         Company's Form 10-K for the fiscal year ended December
                         31, 1997, Commission File No. 1-3053).

   +10.12                Agreement Relating to Legal Expenses dated September
                         18, 1997 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 10.12 to the
                         Company's Form 10-K for the fiscal year ended December
                         31, 1997, Commission File No. 1-3053).

  +10.13                 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).

                                       15
<PAGE>
 
EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------

  +10.14                 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).

  +10.15                 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).

   +10.16                Agreement dated as of October 18, 1990 between the
                         Company and Mr. Barnard providing certain severance
                         arrangements (filed by incorporation by reference to
                         Exhibit 10.31 to the Company's Form 10-K for the fiscal
                         year ended December 31, 1996, Commission File No. 1-
                         3053).

   +10.17                Agreement Relating to Legal Expenses dated October 18,
                         1990 between the Company and Mr. Barnard providing
                         reimbursement of certain legal expenses following a
                         change in control of the Company (filed by
                         incorporation by reference to Exhibit 10.32 to the
                         Company's Form 10-K for the fiscal year ended December
                         31, 1996, Commission File No. 1-3053).

   +10.18                Amendment dated as of September 19, 1991 to Agreement
                         dated as of October 18, 1990 between the Company and
                         Mr. Barnard (filed by incorporation by reference to
                         Exhibit 10.33 to the Company's Form 10-K for the fiscal
                         year ended December 31, 1996, Commission File No. 1-
                         3053).

   +10.19                Agreement dated as of October 18, 1990 between the
                         Company and Mr. Porterfield providing certain severance
                         arrangements (filed by incorporation by reference to
                         Exhibit 10.34 to the Company's Form 10-K for the fiscal
                         year ended December 31, 1996, Commission File No. 1-
                         3053).

   +10.20                Agreement Relating to Legal Expenses dated October 18,
                         1990 between the Company and Mr. Porterfield providing
                         reimbursement of certain legal expenses following a
                         change in control of the Company (filed by
                         incorporation by reference to Exhibit 10.35 to the
                         Company's Form 10-K for the fiscal year ended December
                         31, 1996, Commission File No. 1-3053).

   +10.21                Amendment dated as of September 19, 1991 to Agreement
                         dated as of October 18, 1990 between the Company and
                         Mr. Porterfield (filed by incorporation by reference to
                         Exhibit 10.36 to the Company's Form 10-K for the fiscal
                         year ended December 31, 1996, Commission File No. 1-
                         3053).

   +10.22                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 10.11 through 10.21, 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).

   +10.23                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).

                                       16
<PAGE>
 
EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------

   +10.24                Champion International Corporation Executive Life
                         Insurance Plan (filed by incorpor-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).

   +10.25                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).

   +10.26                Second amendment dated as of July 17, 1996 to Champion
                         International Corporation Executive Life Insurance Plan
                         (filed by incorporation by reference to Exhibit 10.2 to
                         the Company's Form 10-Q for the quarter ended June 30,
                         1996, Commission File No. 1-3053).

   +10.27                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).

   +10.28                Compensation Plan for Non-Employee Directors (filed by
                         incorporation by reference to Exhibit 10.4 to the
                         Company's Form 10-Q for the quarter ended March 31,
                         1997, Commission File No. 1-3053).

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

   *13                   Portions of the Company's 1998 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.

     (d)  REPORTS ON FORM 8-K. No Reports on Form 8-K have been filed during the
last quarter of the period covered by this Report.

                              *        *        *
                                        
FORWARD-LOOKING STATEMENTS

     Certain statements in this Report (including statements incorporated by
reference herein) 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 include, but are not limited to, changes in the
United States and

                                       17
<PAGE>
 
international economies; changes in worldwide demand for the Company's products;
changes in worldwide production and production capacity in the forest products
industry; competitive pricing pressures for the Company's products; currency
fluctuations; and changes in raw material, energy and other costs.

     Without limiting the generality of the foregoing, the disclosure
incorporated by reference 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; the availability of resources including, in particular, timely
assistance by the vendors of certain process-control 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.

                                       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, 1999.


                                   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.


     Signature                      TITLE                     DATE
     ---------                      -----                     ----        
 
                         Chairman of the Board,
                         Chief Executive Officer
                         and Director (Principal
   Richard E. Olson*     Executive Officer)                March 29, 1999
-----------------------
   (RICHARD E. OLSON)

                         Vice Chairman and Executive
                         Officer and Director (Principal
   Kenwood C. Nichols*   Accounting Officer)               March 29, 1999
-----------------------
   (KENWOOD C. NICHOLS)

                         Vice President-Finance
                         and Treasurer (Principal
   Thomas L. Hart*       Financial Officer)                March 29, 1999
-----------------------
   (THOMAS L. HART)


   Lawrence A. Bossidy*  Director                           March 29, 1999     
-----------------------
   (LAWRENCE A. BOSSIDY)


   Robert A. Charpie*    Director                           March 29, 1999
-----------------------
   (ROBERT A. CHARPIE)


   H. Corbin Day*        Director                           March 29, 1999
-----------------------
   (H. CORBIN DAY)


   Alice F. Emerson*     Director                           March 29, 1999
-----------------------
   (ALICE F. EMERSON)


   Allan E. Gotlieb*     Director                            March 29, 1999
-----------------------
   (ALLAN E. GOTLIEB)

                                       19
<PAGE>
 
     Signature                          TITLE               DATE
     ---------                          -----               ----        
 
    Henrique de Campos Meirelles*       Director            March 29, 1999
---------------------------------
    (HENRIQUE DE CAMPOS MEIRELLES)


    Walter V. Shipley*                  Director            March 29, 1999
---------------------------------
    (WALTER V. SHIPLEY)


   Richard E. Walton*                   Director            March 29, 1999
---------------------------------
   (RICHARD E. WALTON)


*By /s/ Lawrence A. Fox                                     March 29, 1999
---------------------------------                         
        (LAWRENCE A. FOX)



     A POWER OF ATTORNEY AUTHORIZING STEPHEN B. BROWN, LAWRENCE A. FOX AND
RICHARD E. OLSON 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