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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to

Commission file number 1-4001

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UNION CAMP CORPORATION
(Exact name of registrant as specified in its charter)

VIRGINIA 13-5652423
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 VALLEY ROAD, WAYNE, NEW JERSEY 07470
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:(201) 628-2000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $1 par value New York Stock Exchange
Preferred Stock Purchase Rights Pacific Stock Exchange
8 5/8% Sinking Fund New York Stock Exchange
Debentures Due April 15, 2016 Pacific Stock Exchange
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. Yes [x] 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. [ ]

On March 3, 1995, 70,050,045 shares of Registrant's Common Stock, $1 par
value, were outstanding. On March 3, 1995, the closing price per share for the
Common Stock as reported on the Composite Tape for issues listed on the New York
Stock Exchange was $50.00 and the aggregate market value of the Common Stock
held by non-affiliates of the Registrant was $3,502,502,250.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Stockholders for the fiscal year
ended December 31, 1994 (the "Union Camp 1994 Annual Report") are incorporated
by reference in Parts I, II and IV of this Form 10-K.

Portions of Registrant's Proxy Statement, dated March 20, 1995 (the "Union
Camp 1995 Proxy Statement"), are incorporated by reference in Part III of this
Form 10-K.

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COPIES OF THE EXHIBITS MAY BE OBTAINED BY STOCKHOLDERS UPON WRITTEN REQUEST
DIRECTED TO THE SECRETARY, UNION CAMP CORPORATION, 1600 VALLEY ROAD, WAYNE,
NEW JERSEY 07470, ACCOMPANIED BY A CHECK IN THE AMOUNT OF $10.00 PAYABLE TO
UNION CAMP CORPORATION TO COVER PROCESSING AND MAILING COSTS. COSTS OF
INDIVIDUAL EXHIBITS ARE AVAILABLE UPON REQUEST TO THE SECRETARY.

PART I

ITEM 1. BUSINESS

GENERAL

Union Camp Corporation is a Virginia corporation resulting from a merger in
1956 of Union Bag and Paper Corporation and Camp Manufacturing Company,
Incorporated. Predecessor businesses were started in 1861 and 1887,
respectively. As used in this Report, the terms "Union Camp" and the "Company"
mean Union Camp Corporation and its subsidiaries unless the context otherwise
requires.

Union Camp's principal business segments are the manufacture and sale of
paper and paperboard, packaging products and wood products and the production
and sale of chemicals, including flavors and fragrances. Information about
developments during 1994 relating to Union Camp's business appears in the
following portions of the Union Camp 1994 Annual Report and is incorporated by
reference in this Item 1: the text under the caption "Packaging Group" on page 9
other than the introductory paragraph and page 11 other than the last paragraph;
the text under the caption "Fine Paper" on page 13 and page 15 other than the
last paragraph; the text under the caption "Chemical Group" on page 17 other
than the introductory, the fourth and last paragraph and the last two sentences
of the seventh paragraph, page 18 and page 19 other than the last two sentences
of the last paragraph; the text under the caption "Forest Resources Group" on
page 21 other than the introductory and last paragraphs, page 22 other than the
last sentence of the first paragraph and page 23 other than the last paragraph.
Information about the Company's research and development activities appears
under the caption "Research and Development Costs" in Note 1 of Notes to
Consolidated Financial Statements on page 36 of the Union Camp 1994 Annual
Report and is incorporated by reference in this Item 1.

Revenue, operating profits and other financial data for the principal
business segments and for the foreign and domestic operations and the dollar
amounts of export sales of Union Camp for the years ended December 31, 1994,
1993 and 1992 appear in Note 15 of Notes to Consolidated Financial Statements

on page 42 of the Union Camp 1994 Annual Report and are incorporated by
reference in this Item 1. The international operations of Union Camp and its
subsidiaries are subject to the risks of doing business abroad, including
currency fluctuations, foreign government regulation and changes in political
environments.

During 1994, Union Camp's consolidated sales and operating profit were
generated primarily by domestic operations.

PAPER AND PAPERBOARD

Union Camp's Fine Paper Division produces bleached paper and paperboard and
its Kraft Paper and Board Division produces unbleached paper and paperboard.
Those products are its largest contributors to profits. Union Camp's total
production of bleached and unbleached paper and paperboard in 1994 was
approximately 3,412,000 tons, of which about 59% was unbleached and 41% was
bleached.

The Company operates four large paper mills at Savannah, Georgia,
Prattville, Alabama, Franklin, Virginia and Eastover, South Carolina. They are
fully integrated in that all pulp required to support paper manufacturing is
produced at the mill sites. Combined operating capacity is estimated to be
approximately 3.6 million tons in 1995.

The Savannah, Georgia mill produces unbleached kraft linerboard and paper,
including saturating kraft, a specialized paper which is used by others as a
backing material for decorative and industrial laminates. Unbleached kraft paper
is used primarily in the manufacture of multiwall bags and unbleached kraft
linerboard is used primarily in the manufacture of corrugated shipping
containers (see the next section entitled "Packaging Products"). There are six
operational machines at the Savannah mill. During the third quarter of 1994 the
No. 6 machine at the Savannah mill experienced an outage which lasted into
November.

The two paper machines at the Prattville, Alabama unbleached kraft mill
produce kraft linerboard. In 1994, the Company converted about 69% of its
unbleached kraft linerboard

and paper production into packaging products and sold essentially all of the
rest to others for conversion into similar products.

The Franklin, Virginia mill produces uncoated free sheet which is sold in
roll and sheet form. These sales are principally to converters who use uncoated
free sheet primarily to make envelopes and forms and to merchant distributors
and major end users who use it in business and printing papers. The mill also
produces coated and uncoated bleached bristols which are sold for a variety of
end uses, such as publishing, greeting cards, book covers and file folders.
There are four paper machines and two board machines at this mill. In December
1994, a fiber recycling facility began operating at the Franklin, Virginia mill.
This $84 million facility was constructed as part of $146 million modernization
program which also included enhancements to five of the Franklin mill's six
paper machines. The fiber recycling facility removes ink from office waste paper
and produces recycled pulp for the manufacture of recycled content white paper
and board.

The Eastover, South Carolina mill produces bleached uncoated free sheet
which, like the Franklin product, is sold to others in roll and sheet form for
the same end uses. The two-machine Eastover mill has an excess of pulp capacity
which is used together with an on-site pulp dryer to produce bleached pulp for
sale to others in domestic and international markets.

In 1994, Union Camp sold about 26% of its bleached paper and paperboard
production in converted or sheet form. This includes approximately 2% converted
by its own plants into folding cartons, bags, and stationery.

The four integrated mills use sulfate pulping chemistry, also referred to
as the kraft process. Both hardwood and pine timber are used at all four mills.
Approximately 25% of the Company's wood pulp production utilizes timber
harvested from lands owned or controlled by the Company. Timber use at the
Prattville and Savannah mills is supplemented with recycled waste paper acquired
from others and the Company's converting plants (see the next section entitled
"Packaging Products").

PACKAGING PRODUCTS

From its mill production of paper and paperboard, Union Camp makes bags and
sacks and corrugated and solid fibre containers.

Union Camp produces multiwall and consumer bags used to package cement,
insulation, feed, fertilizer, clay, pet food, chemical and mineral products and
specialty bags used in packaging charcoal, produce, sugar, flour, seed, coffee,
cookies, microwaveable popcorn and other miscellaneous items. Union Camp also
produces low density plastic products for industrial applications including
stretch packaging and plastic shipping sacks to package salt, bark, soil,
insulation, resins, chemicals and food grade products. During the third quarter
of 1994 Union Camp decided to exit the retail paper bag business operated by the
Flexible Packaging Division at two plants in Savannah, Georgia and Richmond,
Virginia. The Savannah plant was closed in December 1994 and the Richmond based
business was sold as a going operation in February 1995. In September 1994 Union
Camp exited the retail plastic bag business. Its Shelbyville, Kentucky plant
which produced high density polyethylene plastic bags for retail customers was
sold as an ongoing operation. The speciality flexible packaging plant in
Asheville, North Carolina which produces extrusion coated and laminated
substrates and printed labels for the composite can industry is currently under
a contract of sale.

Union Camp produces corrugated and solid fibre containers used to ship and
store canned, bottled and packaged products for a wide variety of customers,
including food processors and textile, furniture, chemical and automotive
manufacturers. In March 1994 Union Camp acquired Fleetwood Container & Display,
Inc., a Los Angeles, California based manufacturer of corrugated boxes, graphics
packaging and display company which operates as part of the Container Division.

Other packaging products include folding cartons, on which Union Camp does
high quality gravure and lithographic printing, which are used for shelf
packaging in retail stores.

In addition, corrugated containers are produced by wholly-owned,
consolidated subsidiaries in Spain, the Canary Islands, the Republic of Ireland
and Puerto Rico. A corrugated container manufacturing plant in Chile, which is
owned by a majority owned consolidated subsidiary of Union Camp, serves that
country's fresh fruit exporters and the country's expanding industrial base.
During 1994 Union Camp acquired a 30% interest in Zucamor S.A., Argentina's
leading independent corrugated container company.

WOOD PRODUCTS

Union Camp produces southern pine lumber, plywood and particleboard. Its
wood products mills have the capacity to produce 485,000,000 board feet of
lumber, 240,000,000 square feet (3/8" basis) of plywood and 100,000,000 square
feet (3/4" basis) of particleboard annually. Union Camp's wood products mills
produced at virtually 100% of capacity in 1994. Its wood products are used in
home construction and industrial markets such as furniture, cabinets and
fixtures. The wood products mills also produce significant quantities of wood
chips for use in Union Camp's papermaking operations.

CHEMICAL GROUP

The Chemical Group consists of two operating units: Chemical Products
Division and Bush Boake Allen Inc.

The Chemical Products Division produces a variety of wood-based and
non-wood-based chemicals. Wood-based chemicals, which are by-products of pulp
mill operations, include tall oil and turpentine chemicals. Tall oil is a
mixture of rosin and fatty acids which are by-products of the pulping process.
Tall oil rosins are converted into rosin-based resins and fatty acids are
converted into dimer acids and polyamide resins. These products are used in
coatings, adhesives, printing inks, paper sizing and oil field chemicals.
Non-wood-based chemicals, which are complementary to Union Camp's pulp-derived
tall oil fatty acids, are produced by converting vegetable oils into a variety
of esters and other derivatives. These are sold primarily for use in cosmetics,
lubricants, plastics, surfactants and rubber. The Chemical Products Division has

five processing facilities, three of which are in the United States and two of
which are in England.

In May 1994 Bush Boake Allen Inc. completed an initial public offering of
32% of its outstanding common stock, with Union Camp continuing to be the owner
of the remaining 68% of the stock.

Bush Boake Allen Inc. is a producer of flavors (including essential oils,
seasonings and spice extracts) and fragrance and aroma chemicals. The flavor
products impart a desired taste and smell to a broad range of consumer products,
including soft drinks, confections, dietary foods, snack foods, dairy products,
pharmaceuticals and alcoholic beverages. The fragrance products are used in a
wide variety of items, including fine fragrances, soaps, detergents, air
fresheners, cosmetics and toiletries and related products. The flavor and
fragrance compounds are sold primarily to major consumer product companies which
use these products in conjunction with other natural and synthetic ingredients
to make their products more appealing to consumers. The aroma chemicals produced
by Bush Boake Allen are primarily used by major multinational consumer product
manufacturers as fragrance raw materials or are used by Bush Boake Allen in its
own fragrance compounds. Bush Boake Allen has developed a broad-based global
presence with operations in 37 countries in North and South America, Europe,
Asia, Australia, The Middle East and Africa.

CAPITAL EXPENDITURES

Information about Union Camp's 1994 and estimated 1995 capital expenditures
appears on pages 29 and 30 of the Union Camp 1994 Annual Report in the text
under the caption "Capital Expenditures" and is incorporated by reference in
this Item 1.

MARKETING

Most of Union Camp's sales, other than its chemical sales, are made in the
United States east of the Rocky Mountains, through a variety of distribution
methods. Paper and paperboard are sold both directly to converters and through
merchants. Packaging materials are sold directly to the industrial and
agricultural trades, primarily by Union Camp sales representatives and to a
lesser extent through distributors. Wood products are sold through building
supply dealers and directly to industrial users.

Union Camp chemicals are sold worldwide with most sales being made to
customers in the United States and European Economic Community countries.
Through various overseas subsidiaries and related companies of Bush Boake Allen,
Union Camp sells in the worldwide markets for flavors and fragrances and related
products. Chemical products generally are sold directly to industrial users and
to a lesser extent through agents and distributors. During 1994, Union Camp's
chemical exports from the United States were about 6% of the total chemical
sales of Union Camp and its subsidiaries. In addition, approximately 53% of such
total chemical sales originated from the production facilities of subsidiaries
located outside the United States.

In 1994, Union Camp sold in the export market approximately 14% of its
production of paper and paperboard.

LAND DEVELOPMENT AND HOUSING

Union Camp's real estate subsidiary, The Branigar Organization, Inc., is
engaged in the development and sale of land for recreational and residential
uses in Georgia and North Carolina. Another subsidiary, Transtates Properties
Incorporated, is developing sites for commercial properties at highway
interchanges in Georgia and South Carolina.

COMPETITION

All of Union Camp's products are sold in highly competitive markets in
which there are many large and well-established companies, of which Union Camp
is one. Competition in each of Union Camp's markets is based on price, quality
of product, service and production innovation.

TIMBER RESOURCES

The basic raw material for Union Camp's business is timber, a renewable
resource. Union Camp controls approximately 1,558,000 acres of timberlands in
Georgia, Alabama, Virginia, Florida, North Carolina and South Carolina, of which
approximately 1,526,000 acres are owned and the balance is held under long-term
leases. In 1994, Union Camp obtained approximately 34% of its total timber
requirements from its own timberlands and purchased the balance from others.

Union Camp operates its timberlands on a sustained yield basis. As Union
Camp obtains timber from natural stands of its trees, Union Camp replaces the
harvested woodlands with a "plantation" reforestation program. Union Camp began
reforestation on its timberlands in the mid-1950's and now has approximately
950,000 acres in plantation growth. It planted about 44,000 acres under the
plantation program in 1994 and expects to plant approximately 42,000 acres in
1995. These plantation programs result in increased yield per acre. The current
growing cycle for most of Union Camp's plantations averages between 22 and 25
years. Union Camp anticipates that for the foreseeable future there will be an
adequate supply of timber for its operations from its own lands and other
sources.

ENVIRONMENTAL PROTECTION ACTIVITIES

Union Camp is committed to complying with applicable environmental
protection control laws. Wastewater treatment facilities and/or atmospheric
emission control equipment at various Union Camp locations, which currently
comply with applicable restrictions, may have to be upgraded to comply with new
limitations that may be imposed when federal and state permits are renewed and
as regulations are promulgated

implementing revisions to federal and state air and water pollution control
laws.

The development of new analytical capability, over a thousand times more
sensitive than previously available, revealed minute, trace amounts of dioxin in
the pulp, sludge and wastewater of bleached kraft pulp mills in 1985. This
discovery led to intensive studies of the health effects of exposure to these
trace amounts and, simultaneously, efforts to reduce the minute quantity of this
unwanted by-product which is formed during the bleaching process. The Company
believes that human exposure to dioxin in the trace concentrations found in the
Company's treated wastewater does not cause any health problem. The basis for
the Company's statement that human health problems are not caused by the trace
quantities of dioxin discharged with its treated wastewater is its internal
technical evaluation of various studies and reports concerning dioxin and the
known effects from exposure.

Meanwhile, Union Camp's continuing research and development efforts in
water conservation methods led to the development of a new bleaching process
which has important environmental advantages and, as a collateral benefit,
virtually eliminates dioxin. In general terms, C-Free'tm' pulp is produced in
this new bleaching process developed by Union Camp, through use of ozone as a
primary bleaching agent instead of elemental chlorine, which is used in most
conventional operations. This development, including related bleaching process
improvements in the use of oxygen and in various extraction steps, resulted in
the issuance of fourteen patents, with twenty patent applications currently
pending.

The most significant environmental achievements of this process are
dramatic reductions in chlorinated organics, including dioxin and chloroform,
and the ability to recycle most of the bleach plant's wastewater, which is not
possible when using chlorine because of its corrosive nature. Following is a
list of pollutants and a typical amount that each is reduced by the Company's
new bleaching process as compared to conventional bleaching processes.

APPROXIMATE
POLLUTANT PERCENT REDUCTION

Chlorinated organics 95-99%
Chloroform 99%
Biological oxygen demand (BOD) 70-89%
Chemical oxygen demand (COD) 70-91%
Color 96-99%
Wastewater volume 45-86%

These data are based on laboratory and pilot plant testing and measurements
and ongoing monitoring of the commercial ozone bleaching line which has been
installed at the Company's Franklin mill. The process is available for licensing
by others in the industry. During 1994, three other companies obtained a license
to use the Company's ozone bleaching technology.

Union Camp invested approximately $25 million in environmental control
facilities in 1994 and approximately $160 million over the past five years. The
five year figure includes environmental control elements of a large
modernization and expansion program completed in 1991. Over the next two years,
it is estimated that environmental control expenditures will average
approximately 11% of projected capital spending. Environmental control
expenditures divert capital and may increase operating and financing costs. To
that extent, they have an adverse impact on earnings.

During the next several years, the cost of compliance with environmental
control laws will depend upon the application of existing and new regulations
and on revisions to existing statutes. Union Camp believes such costs will not
adversely affect its competitive position within the paper and chemical
industries since most paper and chemical companies have similar air, water and
solid waste disposal concerns. To the extent the current dioxin controversy has
an adverse effect on the U.S. bleached kraft pulp industries, Union Camp
believes it will not be competitively disadvantaged because it believes it has
lower than average dioxin production due to the extensive use of oxygen instead
of chlorine bleaching at both its bleached kraft mills, and because of its
discovery,

introduction and commercialization of the proprietary process for producing
C-Free'tm' pulp.

In August 1992, Union Camp entered into a Consent Order with Region V of
the U.S. Environmental Protection Agency (the "EPA") to conduct an investigation
to ascertain existing conditions at the Company's Dover, Ohio facility under the
Resource Conservation and Recovery Act. The site investigation and risk
assessment report was submitted to the EPA in December 1994 and concluded that
conditions at the facility pose no significant risk to human health or the
environment. The Company has recently received comments from EPA including
requests for a considerable amount of additional information. It is possible
that the EPA may not concur with certain of the assumptions stated in the
report. The ultimate findings of the site investigation and risk assessment
report may not be known for some months after responding to the EPA's comments.
Although the final disposition of the foregoing investigation cannot now be
predicted with any degree of certainty, on the basis of the information
presently available to it, Union Camp believes that it will not result in a
material adverse effect on its financial condition.

EMPLOYEES

Union Camp and its subsidiaries employ approximately 19,000 people,
approximately 44% of whom are represented by 65 unions under collective
bargaining agreements. Contracts involving approximately 3,400 hourly employees
were negotiated during 1994 and contracts involving approximately 2,400 hourly
employees are subject to renegotiation and renewal in 1995. Union Camp believes
that its relationship with its employees is favorable and it has not experienced
a strike at any major facility since mid-1974.

ITEM 2. PROPERTIES

Union Camp's mills and plants, domestic and foreign, are at the locations
listed below and primarily produce the items described in the heading for each
group. Union Camp's corporate headquarters is in Wayne, New Jersey and its
principal research facilities are located in its corporate technology center in
Princeton, New Jersey. Except for a few facilities which in the aggregate are
not material, Union Camp owns all of the following mills and plants, in some
cases subject to financing leases or similar arrangements.

PAPER AND PAPERBOARD INDUSTRY SEGMENT

Paper and Paperboard

The four paper mills located at the sites listed below are the Company's
principal facilities. Reference is made to Item 1 of this Report for information
regarding their general character, including the products they produce, their
productive capacity and the extent of utilization.

Eastover, South Carolina
Franklin, Virginia
Prattville, Alabama
Savannah, Georgia

Paper Finishing

The three converting plants listed below are part of the Company's Fine
Paper Division. They convert large rolls of paper produced by the division into
folio sheets for commercial printers and office size sheets for home and
business use. The operations of the Normal, Illinois plant are scheduled to be
transferred to and consolidated with the Franklin, Virginia converting plant
during the second quarter of 1995.

Franklin, Virginia
Normal, Illinois
Sumter, South Carolina

PACKAGING PRODUCTS INDUSTRY SEGMENT

Multiwall Consumer Bags

The plants listed below produce multiwall bags of various substrates for
products such as cement, seed, feed, pet food, sugar, cookies and popcorn.

Denton, Texas Seymour, Indiana
Hanford, California Sibley, Iowa
Hazleton, Pennsylvania Spartanburg, South Carolina
Monticello, Arkansas Tifton, Georgia
St. Louis, Missouri

Plastic Products

The plants listed below produce polyethylene packaging and roll stock for
packaging a variety of agricultural and industrial products and such consumer
items as ice, salt, tissues and disposable diapers.

Griffin, Georgia
Monticello, Arkansas
Tomah, Wisconsin

Corrugated Containers

The plants listed below use a corrugator to manufacture corrugated sheets
by gluing a fluted paperboard material called medium between two or more flat
facings of linerboard. These corrugated sheets are then sold or made into boxes
or corrugated containers in a separate operation at these plants.

Ashbourne, Republic of Ireland Lakeland, Florida
Atlanta, Georgia Lakeland, Florida
Auburn, Maine Las Palmas de Gran Canaria, Spain
Bayamon, Puerto Rico Morristown, Tennessee
Chicago, Illinois Newtown, Connecticut
Cleveland, Ohio Rancagua, Chile
Decatur, Alabama Richmond, Virginia
Denver, Colorado San Antonio, Texas
Gandia, Spain Savannah, Georgia
Houston, Mississippi Spartanburg, South Carolina
Kalamazoo, Michigan Trenton, New Jersey
Kansas City, Missouri Washington, Pennsylvania
Lafayette, Louisiana

Finishing

The plants listed below use equipment that converts corrugated sheets into
boxes or laminates a printed sheet of paper to one panel of a box or applies a
wax coating to a finished box.

Conway, Arkansas
Eaton Park, Florida
Edinburg, Texas
Flint, Michigan
Los Angeles, California
Kansas City, Missouri
Statesboro, Georgia

Graphics

The plants listed below use a process that adheres medium to a single
linerboard sheet to produce singleface and then glues a printed label to the
singleface. These sheets are then made into boxes at these plants.

Conway, Arkansas
Stockton, California

Solid Fibre Products

The plant listed below manufactures solid fibre sheets by gluing two or
more flat linerboard sheets together. These solid fibre sheets are then made
into boxes or solid fibre containers in a separate operation.

Lancaster, Pennsylvania

Folding Cartons and Gravure Printing

The plants listed below produce folding cartons with high quality gravure
and lithographic printing which are used to package cosmetics, toiletries,
pharmaceutical and food products.

Clifton, New Jersey
Englewood, New Jersey
Moonachie, New Jersey

WOOD PRODUCTS INDUSTRY SEGMENT

Lumber

The sawmills listed below produce wood chips, small timbers and/or
dimension lumber.

Chapman, Alabama
Folkston, Georgia
Franklin, Virginia
Meldrim, Georgia
Opelika, Alabama
Seaboard, North Carolina

Plywood

The plants listed below produce veneer and/or plywood panels for sale
primarily for industrial applications including furniture, truck trailers and
sound equipment.

Chapman, Alabama
Thorsby, Alabama

Particleboard

The plant listed below uses wood shavings and other wood residues to
produce particleboard which is cut to size and sold primarily to the furniture
industry.

Franklin, Virginia

CHEMICAL INDUSTRY SEGMENT

The Chemical industry segment has two operating units, Bush Boake Allen
Inc. and the Chemical Products Division.

The facilities listed below are part of Bush Boake Allen Inc. which
produces aroma chemicals, flavors, fragrances, essential oils, spices and
seasonings. The process used and products produced by each facility are shown
below.

LOCATION PRODUCTS PROCESS

Carrollton, Texas Seasonings Compounding, i.e., mixing
and blending

Chicago, Illinois Flavors, Vanilla Extraction and Compounding
Extract

Melbourne, Australia Flavors, fragrances Extraction and Compounding
and essential oils

LOCATION PRODUCTS PROCESS

Jacksonville, Florida Terpene derivatives Chemical Processing
and aroma chemicals

Johannesburg, South Flavors and Compounding
Africa Fragrances

Jurong, Singapore Flavors and Compounding
Fragrances

London, England Flavors and Compounding
Fragrances

Long Melford, England Spices and Essential Extraction and
Oils Compounding

Madras, India Flavors and Compounding
Fragrances

Norwood, New Jersey Fragrances Compounding

Sydney, Australia Flavors Compounding

Widnes, England Aroma chemicals Chemical Processing

Witham, England Flavors Compounding

The chemical processing facilities listed below are part of the Chemical
Products Division which produces a variety of wood- based and non-wood-based
chemicals. Shown below are the principal products of each facility.

LOCATION PRODUCTS

Bedlington, England Ink & Adhesive resins

Chester-le-Street, England Tall oil derivatives &
adhesive resins

Dover, Ohio Adhesive resins, plasticizers
and esters

Savannah, Georgia Tall oil derivatives, ink
and adhesive resins

Valdosta, Georgia Printing ink resins

In addition, in the Chemical industry segment, Union Camp has small
consolidated subsidiary manufacturing (compounding and mixing) facilities at the
following locations:

Kingston, Jamaica; Auckland, New Zealand; Istanbul, Turkey; Knislinge, Sweden;
Bangkok, Thailand; LaSalle, Canada and Bogor, Indonesia. The aggregate 1994
revenue from these small facilities was approximately $23 million.

Also see Item 1 for a discussion of Union Camp's timberland holdings used
in Union Camp's Paper and Paperboard and Wood Products industry segments.

ITEM 3. LEGAL PROCEEDINGS

In addition to the proceeding described below, the Company is also a party
to other legal proceeding incidental to its business. Although the final outcome
of any legal proceeding is subject to many variables and cannot be predicted
with any degree of certainty, the Company presently believes there are no
pending legal proceedings to which Union Camp or any of its subsidiaries is a
party which will have a material adverse effect on the financial position or
results of operations of the Company and its subsidiaries taken as a whole.

While Union Camp has been designated a potentially responsible party at a
number of hazardous waste sites pursuant to the Comprehensive Environmental
Response and Compensation Liability Act and similar state laws, the Company
believes that its designation and the pending legal proceedings will not have a
material adverse effect on the financial position or results of operations of
the Company and its subsidiaries taken as a whole. The bases for the Company's
opinion include: (i) the Company's experience defending or settling similar
matters, the opinions of counsel representing the Company in such matters and an
assessment, to the extent possible, of the claims made against and the defenses
available to the Company; and (ii) in the case of environmental claims, an
analysis of reasonable estimates, to the extent possible, of the cost of site
investigation studies and remedial activities and the existence of other
financially viable, potentially responsible parties. No credit has been assumed
for any potential insurance reimbursement to the Company when the availability
of the insurance coverage is not established.

The Company is unable to estimate environmental costs/liabilities for
several reasons. In some cases, it has not been established that the Company is
a potentially responsible party. In other cases, it is uncertain whether the
Company will seek, be offered or accept a de minimis settlement with payment of
a premium over otherwise estimated liability in order to secure full release. In
many instances, the cost of remediation is speculative because remedial
investigations and feasibility studies have not yet been contracted for, have
not been completed or, alternatively, have been completed but acceptable
remediation has not been chosen. Some settled cases also have "reopeners" for
contamination discovered after full implementation of the clean-up remedy.
Finally, insurance reimbursement is usually uncertain until matters are finally
resolved.

In September, 1993, a Company facility in Jacksonville, Florida received a
Notice of Violation (the "NOV") from the EPA alleging violation of the EPA's
rules governing the burning of a hazardous waste in boilers (the Boiler and
Industrial Furnace Rules or "BIF Rules") in connection with the burning by this
Jacksonville facility of various turpentine fractions as fuels. In response to
the NOV, the Company met with the EPA in November, 1993 to support the
facility's position that burning turpentine fractions is not covered by the BIF
Rules because the materials burned are not wastes, but historically have been
sold as products or burned as fuel when the product's fuel value exceeded its
market value. By letter dated February 21, 1995, the EPA advised the Company
that it concurs with the Company's view that the turpentine fractions are
product fuels and not waste-derived fuels. As such, the EPA agrees that this
practice does not violate the BIF Rules.

In April 1994, the company's facility in Savannah Georgia received a Notice
of Violation and Opportunity to Show Cause ("NOV") from the EPA alleging
violations of the EPA's rules governing the treatment of hazardous waste. The
allegations involve the applicability of these regulations to the removal of
granular impurities from the pulping liquor manufacturing process at the
Savannah facility. The Company met with EPA shortly after the NOV was received
to support the Company's position that the removal of the granular materials

is not covered by the EPA's rules governing the handling of hazardous waste. The
Company has not received a response from the EPA to date. While the EPA has not
instituted any enforcement action and has not sought penalties in connection
with the NOV, there can be no assurance that it will not ultimately do so.

The Company remains a defendant in approximately 89 suits filed in federal
court in Alabama between October 1990 and January 1992 in which construction
workers allege they were exposed to asbestos while performing work at various
plant sites throughout Alabama and elsewhere. The many defendants named in each
of these suits include owners of the premises where the work was being done,
asbestos manufacturers whose equipment was being installed, distributors of
asbestos containing products, insurance companies, and a safety equipment
manufacturer. Union Camp is included in the premises owner category of
defendants. These suits are presently under the jurisdiction of the U.S.
District Court for the Eastern District of Pennsylvania and are part of a
consolidated proceeding, styled In Re: Asbestos Products Liability Litigation
(No. VI), Civil Action No. MDL 875, involving all asbestos cases that are
pending in federal courts nationwide.

Union Camp was named as a defendant in two law suits brought in Texas state
court during the third quarter of 1992 and as a defendant in a third lawsuit
brought in Texas state court during the fourth quarter of 1993; approximately
4,400 plaintiffs are currently parties to these law suits. The plaintiffs are,
for the most part, construction workers resident in Alabama who allege they
sustained personal injuries as a result of exposure to asbestos while performing
work at various plant sites in Alabama. Approximately 140 of these plaintiffs
claim to have worked on the Company's premises as employees of independent
contractors at the Company's Prattville, Alabama mill. These cases are similar
to the 89 cases in the paragraph immediately above. Approximately 50 defendants
have been named in the cases in Texas. They include asbestos manufacturers,
distributors of asbestos-containing products, insurance companies, a
manufacturer of safety equipment, parties who allegedly misrepresented the
dangers of asbestos exposure, and the owners of the premises where the
plaintiffs allege they were working when they were exposed to

asbestos. Union Camp is included in the premises owner category of defendants.
The amounts of damages sought is unspecified.

During the third quarter of 1994 the Company orally agreed in principle
with attorneys representing virtually all the plaintiffs to settle the cases
pending in Texas for an amount which is not material to the Company. The
settlement would also include the dismissal of most of the 89 cases originally
filed in federal court in Alabama which are currently part of the Multi-District
Litigation in the federal court in Philadelphia. However, settlement agreements
have not been finalized at this time.

In the first quarter of 1995 the Company was named as one of approximately
60 defendants in a lawsuit filed, but not yet served, by the same attorneys in
Texas state court on behalf of over 2,000 additional plaintiffs who, like those
in the earlier cases, allege that they were exposed to asbestos while performing
work at various plant sites in Alabama.

The Company does not believe that these pending legal proceedings in
Alabama and Texas are material. An estimate of potential liability cannot be
made at this time.

In its Quarterly Report on Form 10-Q for the quarter ended June 30, 1991,
the Company previously reported that a subsidiary of the Company was added as a
defendant in approximately 7,000 asbestos-related cases which had been pending
in Mississippi state court for several years. During the third quarter of 1991,
this subsidiary was named as a defendant in additional asbestos-related
consolidated actions so that the total number of such cases was over 7,000.
During the second quarter of 1992, the subsidiary was named in additional
similar consolidated actions so that it was a defendant in excess of 10,000 such
cases. The subsidiary was named in these cases because it allegedly was part of
the chain of distribution of asbestos-containing products to facilities where
the plaintiffs worked. The period of alleged exposure is 1930 through the
present. The subsidiary did not manufacture asbestos or asbestos-containing
products. Approximately 80 defendants have been named in each of these suits,
including

asbestos manufacturers, distributors, an insurance company and a manufacturer of
safety equipment.

In March 1993, the Company's subsidiary reached agreement to settle
approximately 10,500 of these cases, with the settlement being funded by the
Company's insurance carrier. This subsidiary is a defendant in approximately
7,000 cases, of which approximately 5,000 were filed subsequent to the
settlement.

An estimate of potential liability cannot be made at this time. However,
the Company does not believe that these pending legal proceedings are material
to it.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF UNION CAMP

The executive officers of Union Camp as of March 1, 1995 were as follows:

NAME AGE POSITION & OFFICES WITH UNION CAMP

W. Craig McClelland......60 Chairman of the Board and Chief
Executive Officer; Director

Jerry H. Ballengee........57 President and Chief Operating
Officer; Director

James M. Reed.............62 Vice Chairman of the Board and
Chief Financial Officer; Director

William H. Trice..........61 Executive Vice President

Russell W. Boekenheide....64 Senior Vice President

Charles H. Greiner, Jr....47 Senior Vice President

John T. Heald, Jr.........49 Senior Vice President

Robert E. Moore...........60 Vice President and Comptroller

Dirk R. Soutendijk........56 Vice President, General Counsel
and Secretary

Donald W. Barney..........54 Vice President and Treasurer

The Company's Articles of Incorporation provide that the Board of Directors
shall be divided into three classes, as nearly equal in size as possible. Each
year the directors of one class are elected to serve terms of three years.
Executive officers are elected for one year and until their successors are
elected. There are no family relationships among directors and executive
officers.

All of the executive officers listed above have held their present
positions with Union Camp for the past five years, except as follows.

Mr. McClelland became Chairman of the Board and Chief Executive Officer in
July 1994. Previously, he had been President and Chief Operating Officer since
December 1989. He was an Executive Vice President from November 1988 to December
1989.

Mr. Ballengee became President and Chief Operating Officer in July 1994.
Previously, he was an Executive Vice President since November 1988.

Mr. Reed was named Vice Chairman of the Board and Chief Financial Officer
in April 1993. Previously, he had been an Executive Vice President and Chief
Financial Officer.

Mr. Greiner became Senior Vice President and General Manager, Fine Paper
Division in December 1993. He had been a Vice President and General Manager of
the Fine Paper Division since April 1991. Prior to that, he was General Manager
of Fine Paper Division Sales and Marketing.

Mr. Heald became Senior Vice President - Converting Group in June 1993.
Prior to that, he had been a Vice President and General Manager of the Container
Division since November 1988.

Mr. Barney became Vice President and Treasurer in December 1992.
Previously, he was the Treasurer since November 1988.

PART II

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

Information in response to the disclosure requirements specified by this
Item 5 appears under the captions and on the pages of the Union Camp 1994 Annual
Report indicated below and is incorporated by reference in this Item 5.

ANNUAL
ANNUAL REPORT REPORT
REQUIRED INFORMATION CAPTION PAGE

Principal markets for Financial Review- 31
Common Stock; high and low Quarterly
sales prices Information

Dividends per share Financial Review- 31
declared Quarterly
Information

Approximate number of Financial Review- 31
shareholders of Quarterly
recordDecember 31, 1994 Information

ITEM 6. SELECTED FINANCIAL DATA

Information in response to the disclosure requirements specified by this
Item 6 appears on pages 44 and 45 of the Union Camp 1994 Annual Report and is
incorporated by reference in this Item 6.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Information in response to the disclosure requirements specified by this
Item 7 appears in the text under the caption "Financial Review" on pages 26 to
30 of the Union Camp 1994 Annual Report and in incorporated by reference in this
Item 7.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information in response to the disclosure requirements specified by this
Item 8 appears on pages 33 to 42 of the Union Camp 1994 Annual Report and is
incorporated by reference in this Item 8.

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

Information in response to the disclosure requirements specified by this
Item 10, with respect to (i) the directors of Union Camp, appears under the
caption "Proposal 1--Election of Directors" on pages 1 to 6 of the Union Camp
1995 Proxy Statement, (ii) the executive officers of Union Camp, appears under
the caption "Executive Officers of Union Camp" in Part I of this Annual Report
on Form 10-K and (iii) Section 16(a) of the Securities Exchange Act of 1934, as
amended, appears under the caption "Section 16(a) Reporting" on page 19 of the
Union Camp 1995 Proxy Statement. Such information is incorporated by reference
in this Item 10.

ITEM 11. EXECUTIVE COMPENSATION

Information in response to the disclosure requirements specified by this
Item 11 appears under the captions "Board of Directors and Committees",
"Executive Compensation", "Retirement Plans" and "Severance Arrangements" on
pages 6 to 7, 9 to 12, 17 to 18, and 18 respectively, of the Union Camp 1995
Proxy Statement. Such information is incorporated by reference in this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Information in response to the disclosure requirements specified by this
Item 12 appears under the captions "Security Ownership of Certain Beneficial
Owners" and "Security Ownership of Management as of December 31, 1994" on page 8
and 9 of the Union Camp 1995 Proxy Statement and is incorporated by reference in
this Item 12.
24

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to the disclosure requirements specified by this
Item 13 appears in the second footnote under the caption "Proposal 1--Election
of Directors" on page 6 of the Union Camp 1995 Proxy Statement and is
incorporated by reference in this Item 13.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K

(a)(1) Index of financial statements

The following financial statements are included at the indicated page in
the Union Camp 1994 Annual Report and are incorporated by reference in this
Annual Report on Form 10-K:

PAGE

Consolidated Income for the years ended
December 31, 1994, 1993 and 1992 .............. 33

Consolidated Balance Sheet--December 31,
1994 and 1993 ................................. 34

Consolidated Statement of Cash Flows for
the years ended December 31, 1994,
1993 and 1992 ................................. 35

Notes to Consolidated Financial Statements.. 36-42

Report of Independent Accountants ............. 32

(2) The following schedules, for the three years ended December 31, 1994,
to the Financial Statements are included beginning at the indicated page in this
Annual Report on Form 10-K:

PAGE
Report of Independent Accountants on
Financial Statement Schedule...................... 31

Schedule VIII--Valuation and Qualifying Accounts.. 32

All schedules other than those indicated above are omitted because of
the absence of the conditions under which they are required or because the
required information is set forth in the financial statements and their notes.

(3) All exhibits, including those incorporated by reference.

NO. DESCRIPTION

3.1 Copy of Articles of Incorporation of Union Camp, as amended May 4,
1990 (filed as Exhibit 3(b) to Union Camp's Quarterly Report on Form
10-Q for the Quarter ended March 31, 1990 and incorporated herein by
reference).

3.2 Copy of By-Laws of Union Camp, as amended April 27, 1993 (filed as
Exhibit 3(b) to Union Camp's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1993 and incorporated herein by reference).

4 Union Camp hereby agrees to furnish copies of instruments defining the
rights of holders of long-term debt of Union Camp and its consolidated
subsidiaries to the Commission upon its request.

10.1 Copy of Union Camp's 1982 Stock Option Plan, as amended November 29,
1988 (filed as Exhibit 10(b) to Union Camp's Annual Report on Form
10-K for the year ended December 31, 1988 and incorporated herein by
reference).*

10.2 Copy of Union Camp's 1989 Stock Option and Stock Award Plan, as
amended November 30, 1993 (filed as Exhibit 10.2 to Union Camp's
Annual Report on Form
26

10-K for the year ended December 31, 1993 and incorporated herein by
reference).*

10.3 Copy of Union Camp's Executive Annual Incentive Plan (filed as Exhibit
10(c) to Union Camp's Annual Report on Form 10-K for the year ended
December 31, 1988 and incorporated herein by reference).*

10.4 Copy of Union Camp's Policy Group Long-Term Incentive Plan (filed as
Exhibit 19(b) to Union Camp's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993 and incorporated herein by reference).*

10.5 Copy of Union Camp's Directors' Fees Deferral Plan (filed as Exhibit
10(d) to Union Camp's Annual Report on Form 10-K for the year ended
December 31, 1982 and incorporated herein by reference).*

10.6 Copy of Union Camp's Retirement Plan for Outside Directors as amended
November 26, 1991 (filed as Exhibit 10(g) to Union Camp's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference).*

10.7 Copy of form of Severance Agreement between Union Camp and certain
executive officers of Union Camp (filed as Exhibit 10(g) to Union
Camp's Annual Report on Form 10-K for the year ended December 31, 1988
and incorporated herein by reference), as amended by Amendment No. 1
to Severance Agreement (filed as Exhibit 19 to Union Camp's Quarterly
Report on Form 10-Q for the Quarter ended September 30, 1990 and
incorporated herein by reference); as further amended by Amendment No.
2 to Severance Agreement (filed as Exhibit No. 19(a) to Union Camp's
Quarterly Report on Form 10-Q for the Quarter ended September 30, 1991
and incorporated herein by reference).*

10.8 Copy of Union Camp's Stock Compensation Plan for Non-Employee
Directors as amended January 31, 1995.*

10.9 Copy of Agreement between Union Camp and James M. Reed dated May 14,
1991 (filed as Exhibit 19(c) to Union Camp's Quarterly Report on Form
10-Q for the Quarter ended September 30, 1991 and incorporated herein
by reference).*

10.10 Copy of Union Camp Corporation Supplemental Retirement Income Plan for
Executive Officers as amended and restated April 26, 1994 (filed as
Exhibit 10.1 to Union Camp's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1994 and incorporated herein by reference).*

10.11 Description of post-retirement office arrangements between Union Camp
Corporation and Raymond E. Cartledge (filed as Exhibit 10.2 to Union
Camp's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).*

11 Statement re computation of per share earnings.

13 The portion of Union Camp Corporation's 1994 Annual Report to security
holders which is incorporated by reference into this filing.

21 List of subsidiaries of Union Camp.

23 Consent of Independent Accountants.

27 Financial Data Schedule.

*Denotes a management contract or compensatory plan or arrangement
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

(b) Reports on Form 8-K.

No Current Report on Form 8-K was filed by the Registrant during the
quarter ended December 31, 1994.

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, IN THE TOWNSHIP OF
WAYNE, AND STATE OF NEW JERSEY, ON THE 30TH DAY OF MARCH, 1995.

UNION CAMP CORPORATION

By /S/ W. Craig McClelland

---------------------------
(W. CRAIG MCCLELLAND)
Chairman of the Board and
Chief Executive Officer

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 stated below on March 30, 1995.

SIGNATURE TITLE

/S/ W. Craig McClelland Chairman of The Board and
--------------------------- Chief Executive Officer and
(W. Craig McClelland) Director (Principal Executive
Officer)

/S/ Jerry H. Ballangee President and Chief Operating
--------------------------- Officer and Director
(Jerry H. Ballengee)

/S/ James M. Reed. Vice Chairman of the Board,
--------------------------- Chief Financial Officer and
(James M. Reed) Director (Principal Financial
Officer)

/S/ Robert E. Moore Vice President and Comptroller
--------------------------- (Principal Accounting Officer)
(Robert E. Moore)

SIGNATURE TITLE

--------------------------- Director
(George D. Busbee)

/S/ Raymond E. Cartledge Director
---------------------------
(Raymond E. Cartledge)

/S/ Sir Colin Corness Director
---------------------------
(Sir Colin Corness)

/S/ Robert D. Kennedy Director
---------------------------
(Robert D. Kennedy)

/S/ Gary E. MacDougal Director
---------------------------
(Gary E. MacDougal)

/S/ Ann D. McLaughlin Director
---------------------------
(Ann D. McLaughlin)

/S/ James T. Mills Director
---------------------------
(James T. Mills)

/S/ George J. Sella, Jr. Director
---------------------------
(George J. Sella, Jr.)

/S/ Ted D. Simmons Director
---------------------------
(Ted D. Simmons)

Price Waterhouse LLP
4 Headquarters Plaza North
P.O. Box 1965
Morristown, NJ 07962-1965
Telephone (201) 540-6980

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To The Board of Directors
of Union Camp Corporation

Our audits of the consolidated financial statements referred to in our report
dated February 7, 1995 appearing on page 32 of the 1994 Annual Report to
Stockholders of Union Camp Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10- K)
also included an audit of the Financial Statement Schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.

/S/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Morristown, New Jersey
February 7, 1995

SCHEDULE VIII

UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For The Years Ended December 31, 1994, 1993 and 1992
(thousands of dollars)

Column A Column B Column C Column D Column E
------------------------------------------------------------------------------------------------------------------------------------
Additions
-----------------------
Charged
Balance at Charged to (Credited) Deductions Balance at
Beginning Costs and to Other from End
Description of Year Expenses(1) Accounts(2) Reserves(3) of Year
------------------------------------------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1994:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts ................. $12,702 $5,489 $121 $4,317 $13,995
Reserve for discounts and
allowances ................................... 1,924 600 - - 2,524
------- ------ ---- ------ -------
Total ..................................... $14,626 $6,089 $121 $4,317 $16,519
======= ====== ==== ====== =======

YEAR ENDED DECEMBER 31, 1993:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts ................. $12,643 $4,235 $(359) $3,817 $12,702
Reserve for discounts and
allowances ................................... 1,924 - - - 1,924
------- ------ ---- ------ -------
Total ..................................... $14,567 $4,235 $(359) $3,817 $14,626
======= ====== ==== ====== =======

YEAR ENDED DECEMBER 31, 1992:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts ................. $10,841 $5,101 $(362) $2,937 $12,643
Reserve for discounts and
allowances ................................... 2,125 (201) - - 1,924
------- ------ ---- ------ -------
Total ..................................... $12,966 $4,900 $(362) $2,937 $14,567
======= ====== ==== ====== =======

NOTES:
(1) Discounts and allowances are charged to income as incurred and not to
the reserve. The reserve is adjusted at the end of each period, by a
charge or credit to income, for the estimated discounts and allowances
applicable to the accounts receivable then outstanding.
(2) Foreign currency translation adjustments.
(3) Uncollectible accounts written off, net of recoveries.

EXHIBIT INDEX

SEQUENTIALLY
NUMBERED
NO. DESCRIPTION PAGE

3.1 Copy of Articles of Incorporation of
Union Camp, as amended May 4,
1990 (incorporated herein by reference).

3.2 Copy of By-Laws of Union Camp, as
amended April 27, 1993 (incorporated
herein by reference).

10.1 Copy of Union Camp's 1982 Stock
Option Plan, as amended November 29,
1988(incorporated herein by reference).

10.2 Copy of Union Camp's 1989 Stock
Option Award Plan, as amended November
30, 1993(incorporated herein by reference).

10.3 Copy of Union Camp's Executive
Annual Incentive Plan (incorporated
herein by reference).

10.4 Copy of Union Camp's Policy Group
Long-Term Incentive Plan (incorporated
herein by reference).

10.5 Copy of Union Camp's Directors' Fees
Deferral Plan (incorporated herein
by reference).

10.6 Copy of Union Camp's Retirement Plan
for Outside Directors as amended
November 26, 1991 (incorporated herein
by reference).

10.7 Copy of form of Severance Agreement
between Union Camp and certain executive
officers of Union Camp (incorporated

SEQUENTIALLY
NUMBERED
NO. DESCRIPTION PAGE

herein by reference), as amended by
Amendment No. 1 to Severance Agreement
(incorporated herein by reference);
as further amended by Amendment No. 2
to Severance Agreement (incorporated
herein by reference).

10.8 Copy of Union Camp's Stock Compensation 37
Plan for Non-Employee Directors as
amended January 31, 1995.

10.9 Copy of Agreement between Union Camp and
James M. Reed dated May 14, 1991
(incorporated herein by reference).

10.10 Copy of Union Camp Corporation
Supplemental Retirement Income Plan
for Executive Officers as amended and
restated April 26, 1994 (incorporated
herein by reference).

10.11 Description of post-retirement office
arrangements between Union Camp
Corporation and Raymond E. Cartledge
(incorporated herein by reference).

11 Statement re computation of per share 40
earnings.

13 The portion of Union Camp Corporation's 41
1994 Annual Report to security holders
which is incorporated by reference into
this filing.

21 List of subsidiaries of Union Camp. 91

23 Consent of Independent Accountants. 93

27 Financial Data Schedule. 94

STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as....'tm'