SC 14D9/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                             ------------------

                               SCHEDULE 14D-9
                               (RULE 14D-101)

        SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                             (AMENDMENT NO. 1)
                             ------------------


                     CHAMPION INTERNATIONAL CORPORATION
                         (Name of Subject Company)


                     CHAMPION INTERNATIONAL CORPORATION
                    (Name of Person(s) Filing Statement)


                   COMMON STOCK, PAR VALUE $.50 PER SHARE
                       (Title of Class of Securities)


                                 158525105
                   (CUSIP Number of Class of Securities)
                             ------------------


                           STEPHEN B. BROWN, ESQ.
                 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                     CHAMPION INTERNATIONAL CORPORATION
                             ONE CHAMPION PLAZA
                        STAMFORD, CONNECTICUT 06921
                               (203) 358-7000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
      and Communications on Behalf of the Person(s) Filing Statement)


                              WITH A COPY TO:

                            BLAINE V. FOGG, ESQ.
                            JOSEPH A. COCO, ESQ.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             FOUR TIMES SQUARE
                          NEW YORK, NEW YORK 10036
                               (212) 735-3000


[  ]    CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
        COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.






               This Amendment No. 1 ("Amendment") amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), initially filed with the Securities and Exchange Commission on May
19, 2000, by Champion International Corporation, a New York corporation
("Champion"), relating to the offer by International Paper Company, a New
York corporation ("International Paper"), through its wholly owned
subsidiary, Condor Acquisition Corporation, a New York corporation (the
"Purchaser"), to exchange each outstanding share of common stock, par value
$.50 per share (the "Common Stock") of Champion, including the associated
preferred stock purchase rights (the "Rights" and, together with the Common
Stock, the "Shares"), for (i) $50 net to the seller in cash and (ii) $25 of
International Paper common stock (subject to adjustment). Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings given such terms in the Schedule 14D-9.

ITEM 8.        ADDITIONAL INFORMATION.

        (e) All of the information in the Prospectus included in Amendment
No. 1 to the Registration Statement on Form S-4 of International Paper
relating to shares of its common stock to be issued in the Offer and the
Merger is hereby incorporated by reference.

ITEM 9.        EXHIBITS.

        Item 9 of the Schedule 14D-9 is hereby amended by addition of the
following exhibits:

Exhibit No.           Description
- -----------           -----------

(a)(5)                Exchange Offer Prospectus relating to International
                      Paper's shares of common stock to be issued in the
                      Offer and the Merger (incorporated by reference to
                      Amendment No. 1 to the Registration Statement on Form
                      S-4 of International Paper, filed on June 2, 2000).

(a)(6)                Form of Letter to Participants in the Savings Plans
                      of Champion International Corporation and its Affiliates.

(a)(7)                Form of Participant's Instruction Form to Exchange
                      Shares of Common Stock of Champion International
                      Corporation Held in Participants' Savings Plan Account.



                                 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


                                     CHAMPION INTERNATIONAL CORPORATION


                                     By:  /s/ Stephen B. Brown
                                          ----------------------
                                     Name:  Stephen B. Brown
                                     Title: Senior Vice President and General
                                            Counsel



                               EXHIBIT INDEX

Exhibit No.           Description
- -----------           -----------

(a)(5)                Exchange Offer Prospectus relating to International
                      Paper's shares of common stock to be issued in the
                      Offer and the Merger (incorporated by reference to
                      Amendment No. 1 to the Registration Statement on Form
                      S-4 of International Paper, filed on June 2, 2000).

(a)(6)                Form of Letter to Participants in the Savings Plans
                      of Champion International Corporation and its
                      Affiliates.

(a)(7)                Form of Participant's Instruction Form to Exchange
                      Shares of Common Stock of Champion International
                      Corporation Held in Participants' Savings Plan
                      Account.

EX-99

                                                             Exhibit (a)(6)

                                                                  JP MORGAN



Morgan Guaranty
Trust Company of
New York


                                                          May 23, 2000


                    TO:   Participants in the Savings Plans of
                          Champion International Corporation and its Affiliates

                    RE:   Exchange Offer by International Paper Company
                          for Champion International Corporation Common Stock


        In accordance with the terms of the Merger Agreement that Champion
International Corporation has entered into with International Paper
Company, a wholly owned subsidiary of International Paper has commenced an
offer to exchange each outstanding share of Champion common stock (the
"Shares") for a combination of (i) $50 in cash and (ii) shares of
International Paper common stock with a value of $25 (based on the average
trading price of International Paper common stock prior to the closing of
the exchange offer, except that if the average trading price is less than
$34 per share, the number of shares of International Paper common stock
will be fixed at .7353). The terms and conditions of the exchange offer are
more completely described in the Offer to Exchange and related Letter of
Transmittal, copies of which are enclosed.

        Your Savings Plan gives you the power to direct the Savings Plan
trustee confidentially whether or not to exchange Shares which you
beneficially own in your Savings Plan. A yellow Participant's Instruction
Form is enclosed for your purpose. PLEASE USE THE YELLOW PARTICIPANT'S
INSTRUCTION FORM TO DIRECT THE TRUSTEE WHETHER OR NOT TO EXCHANGE YOUR
SHARES. PLEASE FILL OUT AND RETURN THE YELLOW FORM TO MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, THE PLAN TRUSTEE, IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.

        Do NOT return the yellow Participant's Instruction Form to Champion
or to ChaseMellon Shareholder Services, L.L.C., the exchange agent. Do NOT
complete or return the enclosed blue Letter of Transmittal , which is being
furnished to you only for your information.

        If you wish to direct the trustee to exchange all or some or none
of your Shares in the Savings Plan, you must fill out and sign the enclosed
yellow Participant's Instruction Form and return it so that it is received
by the trustee before 5:00 P.M. New York City time, Thursday, June 15, 2000
(unless the exchange offer is extended). If you do not complete and return
the yellow Participant's Instruction Form in a timely fashion, your Savings
Plan provides that the trustee cannot exchange your Shares.

        Cash received upon completion of the exchange offer for any Shares
in the Savings Plan which you exchange will be initially invested in the
Savings Plan in the Stable Value Fund, and thereafter will be subject to
your direction as to reinvestment in accordance with the usual procedures.
If you do not exchange your Shares, and the exchange offer is completed
without them, then, when the subsequent merger of the International Paper
subsidiary with Champion occurs, each Share will be converted into the same
consideration which you would have received if you had exchanged your
Shares. However, if you do not, in a timely fashion, send a properly
executed yellow Participant's Instruction Form directing the trustee to
exchange your Shares in the Savings Plan, you will have delayed your
ability to reinvest the cash portion of the consideration.

        If you have questions or need additional information, please call
Morgan Guaranty Trust Company of New York at 1-800-323-6334.

        IF THE SAVINGS PLAN TRUSTEE DOES NOT RECEIVE A PROPERLY COMPLETED
AND SIGNED YELLOW PARTICIPANT'S INSTRUCTION FORM FROM YOU BY 5:00 P.M. NEW
YORK CITY TIME, THURSDAY, JUNE 15, 2000 (UNLESS THE EXCHANGE OFFER IS
EXTENDED), YOUR SHARES IN THE SAVINGS PLAN WILL NOT BE EXCHANGED IN THE
EXCHANGE OFFER.

                             Very truly yours,


                             Morgan Guaranty Trust Company of New York


A subsidiary of
J.P. Morgan & Co.
Incorporated

EX-99

                                                             Exhibit (a)(7)


              CHAMPION INTERNATIONAL CORPORATION SAVINGS PLAN
                       PARTICIPANT'S INSTRUCTION FORM





                 PLEASE COMPLETE, SIGN AND DATE THIS INSTRUCTION FORM AND
                 MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IT
                 MUST BE RECEIVED BY THE TRUSTEE NO LATER THAN 5:00 P.M.
                 NEW YORK CITY TIME ON THURSDAY, JUNE 15, 2000.

        RE:    EXCHANGE OF SHARES OF COMMON STOCK
               OF CHAMPION INTERNATIONAL CORPORATION
               HELD IN MY SAVINGS PLAN ACCOUNT

        To:    Morgan Guaranty Trust Company of New York, as Trustee

        As a participant in a Champion International Corporation Savings
Plan of which you serve as trustee, I received copies of the Offer to
Exchange and the related Letter of Transmittal relating to the offer by a
wholly owned subsidiary of International Paper Company to exchange each
outstanding share of common stock of Champion (the "Shares") for a
combination of (i) $50 in cash and (ii) shares of International Paper
common stock with a value of $25 (based on the average trading price of
International Paper common stock prior to the closing of the exchange
offer, except that if the average trading price is less than $34 per share,
the number of shares of International Paper common stock will be fixed at
 .7353), as more fully described in the Offer to Exchange.

               I hereby direct you to:

               [  ]   Exchange all Shares held in my account.
               [  ]   Exchange only ___% (insert a whole number percentage) of
                      such shares.
               [  ]   Do not exchange any such Shares.


Dated: _______________________, 2000        __________________________________
                                                 Signature of Participant


If you wish to know the number of Shares in your Savings Plan account,
please call 1-800-323-6334. If you have elected to exchange Shares held in
your account, then your instructions to the Savings Plan trustee will also
apply to any Shares which are added to your Account on or before 5:00 P.M.
New York City time, Thursday, June 15, 2000, when all Participants'
instructions must be received by the trustee.