Filed by UPM-Kymmene Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                                   of the Securities Act of 1934

                             Subject Company: Champion International Corporation
                                                  Commission File No.: 001-03053


                        [UPM-Kymmene Letter to Employees]

On behalf of Mr Haussila

Sini Paloheimo
UPM-Kymmene Corporation
Corporate Communications

Dear employee,

UPM-Kymmene and Champion have entered into a merger agreement to create Champion
International,  a global leader in forest products. The merger has further to be
approved by the respective companies' shareholders meetings which are planned to
be held in the month of May. By combining two  world-class  organization  we are
creating an  outstanding  platform to build and benefit from  UPM-Kymmene's  and
Champion's  leadership position in forest products  worldwide.  UPM-Kymmene is a
leader in forest  industry in Europe,  and Champion has leadership  positions in
the United States, Brazil and Canada.

We will now create  something  new and unique.  There is more than 50,000 of us,
with different nationalities and backgrounds. Together we will create not only a
bigger but a better and stronger company.

For UPM-Kymmene  this is a logical step and in line with our strategies  defined
four years ago to further expand in North America.  For Champion  employees this
means a more global working environment with new opportunities.

In Champion  International  we will build on the principle of best  practices in
the new organization.  To manage this new, big company is an enormous  challenge
for our management's skills in leadership and communication.

Champion International aims to be the preferred employer. Common targets for the
group  and its  employees  are  achieved  through  equal  opportunity  and  open
communications  encouraging  initiative and personal development.  We will treat
our employees  fairly and equitably  throughout the world  recognizing  regional
differences, cultures and global opportunities.

Trust will be the cornerstone of our new working practices. We know that all our
employees  want to do their best.  The  company's  duty is to build up a working
spirit where everyone enjoys his or her work and wants to develop  together with
our company.

Together we can make our objectives to be the preferred choice for our customers
and build up a success story of a premier, truly global forest products company.
It means hard work, over and over again but that's what we are used to. Let's do
it!


Juha Niemela                       Richard E. Olson
President and CEO                  Chairman and CEO
UPM-Kymmene                        Champion International




UPM-Kymmene
Corporate Communications
February 18, 2000


These materials contain certain  statements that are neither reported  financial
results nor other historical  information.  These statements are forward-looking
statements within the meaning of the safe-harbor  provisions of the U.S. federal
securities  laws.  These  forward-looking  statements  are  subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed  in  the   forward-looking   statements.   Many  of  these  risks  and
uncertainties  relate to  factors  that are  beyond  the  companies'  ability to
control or estimate precisely, such as future market conditions, the behavior of
other market participants and the actions of governmental regulators.  These and
other risk factors are detailed in the two companies'  SEC reports.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of these materials. The companies do not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of these materials.

Investors   and   security   holders   are  advised  to  read  the  joint  proxy
statement/prospectus  regarding the business combination  transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information.  Such joint proxy statement/prospectus will be filed with
the   Securities   and  Exchange   Commission   by   UPM-Kymmene   and  Champion
International.  Investors  and  security  holders  may obtain a free copy of the
joint proxy statement/  prospectus (when available) and other related  documents
filed by UPM-Kymmene and Champion  International at the Commission's  website at
www.sec.gov.  The joint proxy  statement/prospectus  and the other documents may
also  be  obtained  from  UPM-Kymmene  by  contacting  UPM-Kymmene,  Attn:  Reko
Aalto-Setala,  Etelaesplanadi 2, FIN-00101  Helsinki,  Finland,  and/or Champion
International by contacting Champion International, Attn: Tom Hart, One Champion
Plaza, Stamford, Connecticut 06921.

Champion  International,  its  directors,  executive  officers and certain other
members of Champion  International  management  and  employees may be soliciting
proxies  from  Champion  International  shareholders  in  favor  of the  merger.
Information  concerning  the  participants  will be set forth in the joint proxy
statement/prospectus   when  it  is  filed  with  the  Securities  and  Exchange
Commission.