EXHIBIT 10.33


                                FIRST AMENDMENT

                                    TO THE

                      CHAMPION INTERNATIONAL CORPORATION

                      EXECUTIVE LIFE INSURANCE PLAN #700





     Pursuant to Section M of the Champion International Corporation Executive
Life Insurance Plan #700 ("PLAN"), Section B.7 of the Plan is hereby amended,
effective as of January 1, 1994 as follows:

     "B-7  'Final Average Earnings' means:

           (a) the average of the five highest consecutive years of Earnings out
           of the last ten years of such Earnings; or

           (b)  with respect only to those executives elected by the Board of
           Directors of the Company as officers of the Company on or after May
           19, 1994, and with respect to the President and Managing Director of
           Champion Papel e Cellulose, Ltda. in office on December 20, 1994 the
           average of the three highest consecutive years of Earnings out of the
           last ten years of such earnings."

     IN WITNESS WHEREOF, the Chairman of the Pension and Employee Benefits
Committee of Champion International Corporation on behalf of said Committee, has
executed this First Amendment as evidence of its adoption, and the Chief
Executive Officer of Champion International Corporation has subscribed his
written approval of this First Amendment as of the 1st day of January, 1994.




                                      /s/Gerald J. Beiser
                                      -----------------------------------------
                                      Chairman - Pension and Employee
                                      Benefits Committee





/s/Andrew C. Sigler
---------------------------------------
Chief Executive Officer