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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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, 1996 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
(203) 358-7000
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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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. YESX. 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 28, 1997 WAS APPROXIMATELY $4,215,000,000.

AS OF FEBRUARY 28, 1997, 95,590,309 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, 1996 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 15, 1997 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, 1996,
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 5,302,000 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 39 and 40 of the Company's Annual
Report to Shareholders for the fiscal year ended December 31, 1996 (the
"Company's 1996 Annual Report"), which Note is incorporated by reference herein,
for information concerning the Company's business segments and operations in
different geographic areas for 1994, 1995 and 1996.

PAPER

See the "Paper Net Sales" table on page 18 of the Company's 1996 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 1994, 1995 and 1996.

FREE SHEET PAPERS

The free sheet papers business manufactures and sells coated and uncoated
free sheet papers, bleached paperboard and pulp. The principal manufacturing
properties of this operation consist of integrated pulp and paper mills at
Courtland, Alabama; Canton, North Carolina; Pensacola, Florida; and Quinnesec,
Michigan. As of December 31, 1996, these mills had an annual capacity of
approximately 2,359,000 tons of pulp and 2,280,000 tons of free sheet papers and
bleached paperboard.

A significant portion of the fiber requirements of the free sheet papers
business is supplied by its own mills. In addition, a portion of the fiber
requirements of this business is supplied by other Company pulp mills, and
approximately 3% of its fiber requirements in 1996 was purchased from third-
party suppliers.

The Company manufactures pulp for sale in the open market at the Quinnesec
mill. In 1996, approximately 65% of the pulp production of this mill, or
251,000 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. In
addition, approximately 8% of the pulp produced at the Courtland and Pensacola
mills was sold in the open market in 1996.

Uncoated papers produced by the free sheet papers business are used for
computer forms, desktop printers, copier paper and envelope papers. Coated
papers are used in catalogs, magazines, textbooks, labels and annual reports.

In 1996, 62% 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 15 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.

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.

GROUNDWOOD PAPERS

The groundwood papers business manufactures and sells coated and uncoated
groundwood papers, newsprint and pulp. The manufacturing properties of this
operation consist of integrated pulp and paper mills at Bucksport, Maine and
Sartell, Minnesota, as well as integrated pulp and newsprint mills at Lufkin and
Sheldon, Texas. As of December 31, 1996, these mills had an annual capacity of
approximately 1,530,000 tons of pulp (which includes 166,000 tons of recycled
pulp) and 1,763,000 tons of groundwood papers and newsprint.

Most of the pulp produced by the groundwood papers business is used in its
own paper mills; approximately 3%, produced at the Sheldon mill, was sold in the
open market in 1996. In addition, a portion of the fiber requirements of this
business is supplied by other Company pulp mills, and approximately 20% of its
fiber requirements in 1996 was purchased from third-party suppliers.

The Company's coated and uncoated groundwood grades are used primarily for
consumer magazines, direct mail catalogs, directories, textbooks and coupons.

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.

SPECIALTY PAPERS

The specialty papers business manufactures and sells premium free sheet
papers, specialty groundwood papers, unbleached linerboard and kraft paper, and
manufactures pulp. The manufacturing properties of this operation consist of
integrated pulp and paper mills at Deferiet, New York and Roanoke Rapids, North
Carolina; and a paper mill at Hamilton, Ohio. As of December 31, 1996, these
mills had an annual capacity of approximately 607,000 tons of pulp, 364,000 tons
of free sheet and groundwood papers, 374,000 tons of linerboard and 132,000 tons
of kraft paper.

A significant portion of the fiber requirements of the specialty papers
business is supplied by its own mills. In addition, a portion of the fiber
requirements of this business is supplied by other Company pulp mills, and
approximately 18% of its fiber requirements in 1996 was purchased from third-
party suppliers.

Premium free sheet papers produced by the specialty papers business are used
for brochures, catalogs and annual reports. Specialty groundwood papers are
used for directories, labels and coupons. Unbleached linerboard is used for
corrugated boxes, and kraft paper is used for multiwall and grocery bags.

PULP

For information concerning market pulp produced at the Courtland, Pensacola
and Quinnesec mills, see the section captioned "Free Sheet Papers" above; and
for information concerning market pulp produced at the Sheldon mill, see the
section captioned "Groundwood Papers" above.

Weldwood of Canada Limited, a wholly owned Canadian subsidiary ("Weldwood"),
manufactures bleached softwood kraft pulp at its mill in Hinton, Alberta,
Canada. As of December 31, 1996, this mill had an annual capacity of
approximately 463,000 tons. In 1996, approximately 28% 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, 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, 1996, this mill
had an annual capacity of approximately 370,000 tons. In 1996, approximately
22% of Weldwood's 50% share of the mill's pulp production was used in the
Company's own free sheet papers and groundwood 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 1996, the Company and
Weldwood in the aggregate produced approximately 871,000 tons of pulp for sale
to unaffiliated purchasers, while the Company used approximately 283,000 tons of
pulp purchased from third-party suppliers, resulting in net market pulp of
approximately 588,000 tons.

BRAZIL

Champion Papel e Celulose Ltda., a 99.91%-owned subsidiary ("Champion
Papel"), is a major integrated manufacturer of pulp and free sheet papers in
Brazil. As of December 31, 1996, its mill had an annual capacity of
approximately 344,000 tons of pulp and 388,000 tons of paper. In addition to
being a leading supplier of free sheet papers in Brazil, Champion Papel exports
a substantial portion of its paper production.

SALES

The Company's domestic sales organization is responsible for the sale of
products produced by the Company's domestic free sheet papers business,
groundwood papers business and specialty papers business.

The sales organization maintains 17 regional sales offices throughout the
United States and an order services office in Hamilton, Ohio, serving the free
sheet papers business (excluding pulp), groundwood papers business (excluding
newsprint) and specialty papers business (excluding linerboard and kraft
paper). Generally, sales are made to direct purchasers and through paper
merchants and brokers.

Pulp produced at the Company's domestic mills for sale in the open market is
sold through the Company's headquarters in Stamford, Connecticut, as well as a
sales office in Appleton, Wisconsin.

Sales of newsprint are made by the sales organization through four sales
offices, as well as an order services office located in Lufkin, Texas. In
general, sales are made directly to publishers and printers.

Linerboard and kraft paper are sold to converters through three regional
sales offices and an order services office located in Roanoke Rapids, North
Carolina.

In addition, the Company's international sales organization handles the
export sale of all of the Company's domestic pulp and paper products. This
organization is located at the Stamford, Connecticut headquarters.

PAPER DISTRIBUTION OPERATION

Nationwide Papers, a unit of the Company, is a distributor of paper, paper
products and industrial products. Its marketing operations are carried out
through 44 sales offices and 30 distribution centers in 20 states. At two of
the centers, Nationwide Papers converts rolls of bleached paperboard and coated
and uncoated papers into sheets. In 1996, approximately 75% 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.

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,
1996, the Company had approximate annual capacities of 892 million square feet
(3/8" basis) of softwood plywood and 378 million board feet of softwood lumber.
As of December 31, 1996, Weldwood had approximate annual capacities of 345
million square feet (3/8" basis) of softwood plywood and 794 million board feet
of softwood lumber. However, as a result of the modernization of the plywood
plant in Quesnel, British Columbia, as discussed below under the section
captioned "Capital Program", it is anticipated that Weldwood's annual capacity
of softwood plywood will decline to 295 million square feet (3/8" basis) by mid-
1997.

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 through one sales office to
wholesalers (including a 50%-owned building materials distribution company),
industrial users and retailers in Canada.

See the "Wood Products Net Sales" table on page 20 of the Company's 1996
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 1994, 1995 and 1996.

TIMBER PROPERTIES

The Company owns 4,788,333 acres and controls 513,689 acres of timberlands in
the United States. The Company's owned and controlled timberlands contain in
the aggregate approximately 19,068,000 cunits (one cunit equals one hundred
cubic feet of solid wood) of merchantable sawtimber and approximately 40,727,000
cunits of pulpwood. In 1996, the Company harvested approximately 34% 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 296,904 acres and
controls 476 acres of timberlands. These timberlands contain in the aggregate
approximately 8,532,000 cunits of merchantable sawtimber and approximately
519,000 cunits of pulpwood. In the South, primarily in Texas, North Carolina,
South Carolina, Alabama, Georgia, Florida, Tennessee and Virginia, the Company
owns 2,599,413 acres and controls 483,607 acres of timberlands containing in the
aggregate approximately 4,728,000 cunits of merchantable sawtimber and
approximately 22,498,000 cunits of pulpwood. The Company owns 1,892,016 acres
and controls 29,606 acres of timberlands in the North, primarily in Maine,
Michigan, New Hampshire, New York, Vermont and Wisconsin. These timberlands
contain in the

aggregate approximately 5,808,000 cunits of merchantable sawtimber and
approximately 17,710,000 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 fiber derived from the Company's owned and controlled
lands, which has declined in recent years, will remain approximately one-third
until the late 1990s 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
1997.

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
543,000 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 6,826,000 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 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 1,390,376 acres of timberlands and savannah
in Brazil. The owned or controlled acreage includes 1,055,952 acres in the
State of Amapa, of which 199,201 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.

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 228,200 acres, of which
approximately 44,100 acres were sold during 1996, for residential, recreational,
commercial or industrial purposes. The balance is being held for similar sale
or long-term apprecia-

tion. A substantial portion of the land held by the Company's real estate
subsidiaries is located in Texas, Florida, Michigan and Minnesota.

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.

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 1,000,000 barrels of oil and 3,000,000 Mcf (thousand
cubic feet) of natural gas as of December 31, 1996. The Company's share of
production from such fields was approximately 415,000 barrels of oil, 1,846,000
Mcf of natural gas and 3,250,000 gallons of gas products in 1996.

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
$500 million in 1997, a significant portion of which will be devoted to
incremental improvements, routine capital replacements and environmental
compliance.

In late 1996, the Company suspended, pending further review, the $127 million
recycling project at the Courtland, Alabama mill. Alternatives under
consideration include installing a recycling facility at a different mill.

Weldwood, in 1995, began construction of a lumber mill and 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 1998 at a
cost of approximately (U.S.) $80 million, of which (U.S.) $43 million had been
expended as of December 31, 1996.

In addition to the pine plantations and chip mill acquired through the
purchase of Amapa Florestal e Celulose in 1996, the Company plans to establish
eucalyptus and pine plantations and a new chipping operation in the State of
Amapa, Brazil in the next few years. The Company also 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 $130 million had
been expended as of December 31, 1996 in connection with these projects.
Approximately $47 million of the anticipated capital spending in 1997 will be
devoted to these projects.

The Company is considering a project to modernize the No. 5 paper machine at
the Bucksport, Maine mill. If a decision is made to proceed, the project is
expected to be completed in three years at a cost of approximately $63 million,
$25 million of which is included in the anticipated capital spending in 1997.

COMPETITION

See the first paragraph of Note 14 of "Notes to Financial Statements" on page
39 of the Company's 1996 Annual Report, which paragraph is incorporated by
reference herein, for information concerning competitive conditions.

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 1996 Annual Report.

See the second paragraph of Note 14 of "Notes to Financial Statements" on
page 39 of the Company's 1996 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 24,379 employees at December 31, 1996. Of these, 18,198 were
domestic employees, 55% 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: 1997 -
the Florida, Maine and Georgia wood products operations; 1998 - the Deferiet,
New York specialty papers mill and the Canton, North Carolina free sheet papers
mill; 1999 - the Roanoke Rapids, North Carolina kraft mill and the Lufkin and
Sheldon, Texas newsprint mills; 2000 - the Bucksport, Maine and Sartell,
Minnesota groundwood papers mills; 2001 - the Pensacola, Florida free sheet
papers mill and the Hamilton, Ohio specialty papers mill; 2002 - the Courtland,
Alabama free sheet papers mill.

The Quinnesec, Michigan 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 will expire in 1997.

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 and other envi-ronmental 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 1996 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.

ITEM 2. PROPERTIES

In 1996, the Company's domestic and foreign manufacturing facilities operated
in excess of 96% of capacity in the paper segment and at full capacity for
lumber, studs and plywood. Production curtailments in the Company's paper
segment were attributable primarily to scheduled maintenance.

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

FREE SHEET PAPERS

(a) Integrated pulp and free sheet papers mills:

(i) Courtland, Alabama/1/;
(ii) Canton, North Carolina;
(iii) Pensacola, Florida; and
(iv) Quinnesec, Michigan.

(b) 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.

(c) 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/.

GROUNDWOOD PAPERS

(d) Integrated pulp and groundwood papers mills:

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

_________________________
/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.

(e) Integrated pulp and newsprint mills:

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

SPECIALTY PAPERS

(f) Integrated pulp and specialty papers mills:

(i) Deferiet, New York; and
(ii) Roanoke Rapids, North Carolina.

(g) The Company operates a specialty papers mill in Hamilton, Ohio.

PULP

(h) The Company's free sheet papers mills in Pensacola, Florida, Courtland,
Alabama and Quinnesec, Michigan and newsprint mill in Sheldon, Texas also
produce market pulp.

(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.

BRAZIL

(j) Champion Papel operates an integrated pulp and paper mill at Mogi Guacu,
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.

(d) Weldwood operates three softwood lumber mills in Canada. One of these
mills is located on leased land.
(e) Decker Lake Forest Products Limited, a subsidiary in which Weldwood has
an indirect 58% interest, operates a softwood lumber mill in Canada.

(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.

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 54) is an Executive Vice President of the Company, a
position which he has held since August 1992. He has 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 57) is Senior Vice President and General Counsel of the
Company, a position which he has held since January 1, 1997. From April 1983 to
December 1996, he was Vice President-Senior Counsel.

Mark V. Childers (age 44) 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.

Michael P. Corey (age 53) is a Senior Vice President of the Company, a
position which he has held since February 1997. He has responsibility for
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 61) 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 54) is an Executive Vice President of the Company, a
position which he has held since August 1989. He has responsibility for the
Company's domestic pulp and paper manufacturing operations. From August 1989 to
September 1996, he headed the publication papers business.

Frank Kneisel (age 59) 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 50) is an Executive Vice President of the
Company, a position which he has held since January 1990. He has responsibility
for the Company's marketing program, as well as for order services, purchasing,
transportation and logistics. From January 1990 to September 1996, he headed
the newsprint and kraft business.

Kenwood C. Nichols (age 57) 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 59) was elected Chairman of the Board of Directors and
Chief Executive Officer of the Company in 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.

Richard L. Porterfield (age 50) 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.

_______________________________
/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 15, 1997.

PART II

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

The Company had 19,272 record holders of its Common Stock as of February 28,
1997.

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, 1996, the most restrictive of
these limitations required the Company to maintain tangible net worth (as
defined below) of at least $2.61 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, 1996 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
1996 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 52 and 53 of the
Company's 1996 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 44 to 51 of
the Company's 1996 Annual Report captioned "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 1996
Annual Report captioned "Consolidated Income", "Consolidated Balance Sheet",
"Consolidated Cash Flows", "Consolidated RetainedEarnings", "Notes to Financial
Statements" and "Report of Independent Public Accountants", which sections are
on pages 23, 24, 25, 26, 27 to 42 and 43, respectively, of the Company's 1996
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
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 15, 1997 (the
"Company's 1997 Proxy Statement"). Said sections are incorporated by reference
herein.

ITEM 11. EXECUTIVE COMPENSATION

There is incorporated by reference herein from the Company's 1997 Proxy
Statement 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 1997 Proxy
Statement 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 1997 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 1996 Annual Report:

CAPTION IN COMPANY'S
DESCRIPTION 1996 ANNUAL REPORT (PAGE NUMBER)
----------- --------------------------------

Consolidated Statements of Income for each of the
three years in the period ended December 31, 1996............. Consolidated Income (page 23)

Consolidated Balance Sheets at December 31, 1996 and 1995..... Consolidated Balance Sheet (page 24)

Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31, 1996......... Consolidated Cash Flows (page.25)

Consolidated Statements of Retained Earnings for each of
the three years in the period ended December 31, 1996......... Consolidated Retained Earnings (page 26)

Notes to Financial Statements................................. Notes to Financial Statements.(pages 27 to 42)

Report of Independent Public Accountants with
respect to the financial statements listed above.............. Report of Independent Public Accountants (page 43)

(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 10.49, 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).

+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).

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

+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.

+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).

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

+10.15 Amendment dated as of August 15, 1996 to (i) Restated Agreement
between the Company and Mr. Sigler, as amended as of February 19,
1987 and (ii) Agreement dated November 17, 1994 between the
Company and Mr. Sigler (filed by incorporation by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
September 30, 1996, Commission File No. 1-3053).

*+10.16 Amendment dated as of November 21, 1996 to Agreement dated
November 17, 1994 between the Company and Mr. Sigler.

+10.17 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).

+10.18 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).

+10.19 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).

+10.20 Amendment dated as of August 15, 1996 to Agreement dated August
18, 1988 between the Company and Mr. Heist (filed by
incorporation by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended September 30, 1996, Commission File
No. 1-3053).

+10.21 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).

+10.22 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).

+10.23 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).

+10.24 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).

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

+10.25 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).

+10.26 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).

*+10.27 Agreement dated as of October 18, 1990 between the Company and
Mr. Donald providing certain severance arrangements.

*+10.28 Agreement Relating to Legal Expenses dated October 18, 1990
between the Company and Mr. Donald providing reimbursement of
certain legal expenses following a change in control of the
Company.

*+10.29 Amendment dated as of September 19, 1991 to Agreement dated as of
October 18, 1990 between the Company and Mr. Donald.

*+10.30 Amendment dated as of November 21, 1996 to Agreement dated as of
October 18, 1990 between the Company and Mr. Donald.

*+10.31 Agreement dated as of October 18, 1990 between the Company and
Mr. Barnard providing certain severance arrangements.

*+10.32 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.

*+10.33 Amendment dated as of September 19, 1991 to Agreement dated as of
October 18, 1990 between the Company and Mr. Barnard.

*+10.34 Agreement dated as of October 18, 1990 between the Company and
Mr. Porterfield providing certain severance arrangements.

*+10.35 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.

*+10.36 Amendment dated as of September 19, 1991 to Agreement dated as of
October 18, 1990 between the Company and Mr. Porterfield.

*+10.37 Agreement dated as of February 19, 1987 between the Company and
Mr. Fuller providing certain severance arrangements.

*+10.38 Agreement Relating to Legal Expenses dated February 19, 1987
between the Company and Mr. Fuller providing reimbursement of
certain legal expenses following a change in control of the
Company.

*+10.39 Amendment dated as of April 21, 1988 to Agreement dated as of
February 19, 1987 between the Company and Mr. Fuller.

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

*+10.40 Amendment dated as of September 19, 1991 to Agreement dated as of
February 19, 1987 between the Company and Mr. Fuller.

+10.41 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 10.40,
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).

+10.42 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).

+10.43 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).

+10.44 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).

+10.45 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).

+10.46 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).

+10.47 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).

+10.48 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).

+10.49 Retirement Plan for Outside Directors, benefit accruals under
which ceased on January 1, 1997 (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 1996 Annual Report which are
specifically incorporated by reference herein.

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

*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. The Company filed a Current Report on Form 8-K
dated November 1, 1996 reporting the sale of $200,000,000 principal amount of
the Company's 7.20% Debentures due November 1, 2026, pursuant to the Company's
shelf registration statement (No. 33-62819).

* * *

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 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; and changes in raw material, energy and other costs.

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 27TH DAY OF MARCH,
1997.

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 27, 1997
- -----------------------------------
(RICHARD E. OLSON)

Vice Chairman and Executive
Officer and Director (Principal
Kenwood C. Nichols* Accounting Officer) March 27, 1997
- -----------------------------------
(KENWOOD C. NICHOLS)
Senior Vice President-
Finance (Principal
Frank Kneisel* Financial Officer) March 27, 1997
- -----------------------------------
(FRANK KNEISEL)

Lawrence A. Bossidy* Director March 27, 1997
- -----------------------------------
(LAWRENCE A. BOSSIDY)

Robert A. Charpie* Director March 27, 1997
__________________________
(ROBERT A. CHARPIE)

H. Corbin Day*
__________________________ Director March 27, 1997
(H. CORBIN DAY)

Alice F. Emerson* Director March 27, 1997
___________________________
(ALICE F. EMERSON)

Allan E. Gotlieb* Director March 27, 1997
___________________________
(ALLAN E. GOTLIEB)

SIGNATURE TITLE DATE
- ----------------------------------- ------------------------------- --------------

Sybil C. Mobley* Director March 27, 1997
_________________________
(SYBIL C. MOBLEY)

Lawrence G. Rawl* Director March 27, 1997
- -------------------------
(LAWRENCE G. RAWL)

Walter V. Shipley* Director March 27, 1997
- --------------------------
(WALTER V. SHIPLEY)

Richard E. Walton* Director March 27, 1997
__________________________
(RICHARD E. WALTON)

John L. Weinberg* Director March 27, 1997
___________________________
(JOHN L. WEINBERG)

*By /s/ Lawrence A. Fox March 27, 1997
-------------------------------
(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.