EXHIBIT 99(d)
 
                       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  Employees Investment Plan.
 
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 EMPLOYEES
                                          INVESTMENT PLAN
                                          ...................................
                                               (Name of Plan)
 
Date: June 28, 1994                       By: /s/ James M. Reed
                                          ..................................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNION CAMP EMPLOYEES
                                              INVESTMENT PLAN
 
                                        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.
33-28396) of Union Camp Corporation of our report dated June 17, 1994  appearing
in  the Annual Report  of the Union Camp  Corporation Employees Investment Plan,
which is incorporated in this Annual Report on Form 11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE

Morristown, NJ
June 27, 1994