Report of Independent Accountants

To the Stockholders and Board of Directors
Of Union Camp Corporation

In our opinion, the consolidated statements of income, comprehensive income,
shareholders' equity and cash flows for the year ended December 31, 1998 of
Union Camp Corporation and its subsidiaries (not presented separately herein)
present fairly, in all material respects, the results of operations and cash
flows of Union Camp Corporation and its subsidiaries for the year ended
December 31, 1998, in conformity with accounting principles generally accepted
in the United States of America. In addition, in our opinion, the financial
statement schedule for the year ended December 31, 1998 "Valuation and
Qualifying Accounts" (not presented separately herein) presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above. We have not audited the
consolidated financial statements of Union Camp Corporation for any period
subsequent to December 31, 1998.

As described in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for costs of computer software developed, or
obtained for internal use effective January 1, 1998.



PricewaterhouseCoopers LLP

New York, New York
February 5, 1999