EXHIBIT 1.2
                               PRICING AGREEMENT
                               -----------------


                                                               February 14, 1996

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048



Dear Sirs:

          Champion International Corporation (the "Company") proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated February 14, 1996 (the "Underwriting Agreement"), between the Company on
the one hand and Goldman, Sachs & Co. on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Unless otherwise
provided herein, each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had been
set forth in fun herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers to
the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Prospectus in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of this
Pricing Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.

          An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed, or in the case of
a supplement transmitted for filing, with the Commission.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign
and return to us 8 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute

 
a binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.

                                    Very truly yours,

                                    Champion International Corporation


                                    By: .../s/ Frank Kneisel....................


Accepted as of the date hereof:

Goldman, Sachs & Co.
Salomon Brothers Inc


By:./s/ Goldman, Sachs & Co.......................................
          (Goldman, Sachs & Co.)
 On behalf of each of the Underwriters

                                      -2-

 
                                   SCHEDULE I


                                     PRINCIPAL AMOUNT OF
                                         DEBENTURES
                                            TO BE
            UNDERWRITER                   PURCHASED
            -----------                   ---------     

Goldman, Sachs & Co................     $ 75,000,000    
Salomon Brothers Inc...............       75,000,000    
J.P. Morgan Securities Inc.........       20,000,000    
UBS Securities Inc.................       10,000,000    
NationsBanc Capital Markets, Inc...       10,000,000    
Chemical Securities Inc............       10,000,000     
                                     ---------------------
     Total.........................     $200,000,000
                                     =====================


                                      I-1


 
                                  SCHEDULE II

Title of Designated Securities:

     6.40% Debentures due February 15, 2026 (the "Debentures")

Aggregate principal amount:

     $200,000,000

Price to Public:

     99.940% of the principal amount of the Debentures, plus accrued interest
     from February 15, 1996

Purchase Price by Underwriters:

     99.290% of the principal amount of the Debentures, plus accrued interest
     from February 15, 1996

Specified funds for payment of purchase price:

     Same-day Funds

Indenture:

     Indenture, dated as of May 1, 1992, between the Company and Chemical Bank,
     as Trustee

Maturity:
     February 15, 2026

Interest Rate:

     6.40%

Interest Payment Dates:

     February 15 and August 15, commencing August 15, 1996. The Debentures will
     bear interest from February 15, 1996.

Redemption Provisions:

     No provision for redemption by the Company

Sinking Fund Provisions:

     No sinking fund provisions

Time of Delivery:

     February 20, 1996 at 9:30 a.m.


                                     II-1


 
Closing Location:  Sullivan & Cromwell
                   250 Park Avenue
                   New York, New York 10177

Names and addresses of Representatives:

     Goldman, Sachs & Co.              Salomon Brothers Inc       
     85 Broad Street                   Seven World Trade Center   
     New York, New York 10004          New York, New York 10048 

Other Terms:

     The Debentures will be repaid on February 15, 2006, at the option of the
     registered holders of the Debentures, at 100% of their principal amount,
     together with accrued interest to February 15, 2006. In order for a holder
     to exercise this option, the Company must receive at its office or agency
     in New York, New York, during the period beginning on December 15, 2005 and
     ending at 5:00 p.m. (New York City time) on January 15, 2006 (or, if
     January 15, 2006 is not a business day, the next succeeding business day),
     the Debenture with the form entitled "Option to Elect Repayment on February
     15, 2006" on the reverse of the Debenture duly completed. Any such notice
     received by the Company during the period beginning on December 15, 2005
     and ending at 5:00 p.m. (New York City time) on January 15, 2006 (or, if
     January 15, 2006 is not a business day, the next succeeding business day)
     shall be irrevocable. No transfer of the Debentures (or, in the event that
     the Debentures are being repaid in part, such portion of the Debentures to
     be repaid) will be permitted after such notice is received by the Company.
     The repayment option may be exercised by the holder of a Debenture for less
     than the entire principal amount of the Debentures held by such holder, so
     long as the principal amount that is to be repaid is equal to $1,000 or an
     integral multiple of $1,000. All questions as to the validity, form,
     eligibility (including time of receipt) and acceptance of any Debenture for
     repayment will be determined by the Company, whose determination will be
     final and binding.

     The Debentures will settle in the Same-Day Funds Settlement System of The
     Depository Trust Company.


                                     II-2