EXHIBIT 99(b)
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549

                                   FORM 11-K

                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
(MARK ONE):
 
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 (FEE REQUIRED).
    For the fiscal year ended December 31, 1993
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 (NO FEE REQUIRED).
    For the transition period from                to
 
Commission file number 1-4001
 
A. Full title of the plan and the address of the plan, if different from that of
the  issuer named below:  Union Camp Corporation  Prattville Employee Investment
Plan, Prattville, Alabama.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600 Valley Road, Wayne,
New Jersey 07470.
 

                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE
 
ITEM 4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The Plan's financial statements, and the report thereon by its  Independent
Public  Accountants, which are listed below  and set forth immediately following
page 3 hereof, are being  filed in paper format under  cover of Form SE and  are
hereby incorporated by reference into this Item 4.
 
     (a) Report of Independent Accountants.
 
     (b) Financial Statements
 
          (1) Statement of Net Assets at December 31, 1993 and 1992.
 
          (2) Statement of Changes in Net Assets for the Year Ended December 31,
     1993 and the Year Ended December 31, 1992.
 
          (3) Notes to Financial Statements.
 
     (c) Exhibit
 
          (1) Consent of Independent Accountants.
 
                                       2
 

                                   SIGNATURES
 
     Pursuant  to the requirements  of the Securities Exchange  Act of 1934, the
trustees (or other persons who administer  the employee benefit plan) have  duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                            UNION CAMP CORPORATION PRATTVILLE
                                                 EMPLOYEE INVESTMENT PLAN, 
                                                  PRATTVILLE,  ALABAMA 
                                          ...................................
                                                    (Name of Plan)
 
Date: June 28, 1994                       By: /s/ James M. Reed
                                          ...................................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNIONCAMP PRATTVILLE
                                              EMPLOYEE INVESTMENT PLAN
                                              PRATTVILLE, ALABAMA
 
                                       3
 

                                                                       EXHIBIT 1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby  consent to  the incorporation  by  reference in  the Prospectus
constituting part of the  Registration Statement on  Form S-8 (Registration  No.
33-25454)  of Union Camp Corporation of our report dated June 17, 1994 appearing
in  the  Annual  Report  of  the  Union  Camp  Corporation  Prattville  Employee
Investment Plan, Prattville, Alabama which is incorporated in this Annual Report
on Form 11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE
 
Morristown, NJ
June 27, 1994