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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                   FORM 10-K/A
                             -----------------------
                                   (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, 1995
                               --------------------------------------------
                                       OR
[ ]  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
                                    --------
                             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
                                                        Pacific Stock Exchange
        Preferred Stock Purchase Rights                 New York Stock Exchange
                                                        Pacific Stock Exchange
        8 5/8% Sinking Fund                             New York Stock Exchange
        Debentures Due April 15, 2016

        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. [X]

        On March 4, 1996, 69,118,211 shares of Registrant's Common Stock, $1 par
value, were  outstanding.  On March 4, 1996, 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 $46.875 and the  aggregate  market value of the Common Stock
held by non-affiliates of the Registrant was $3,239,916,141.

                       Documents Incorporated By Reference

        Portions of Registrant's  Annual Report to  Stockholders  for the fiscal
year  ended  December  31,  1995 (the  "Union  Camp  1995  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 18, 1996 (the
"Union Camp 1996 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.




                                      SIGNATURES

               Pursuant  to the  requirements  of  Section  13 or  15(d)  of the
Securities  Exchange Act  of 1934,  the  Registrant has duly caused this amended
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 1st Day of July, 1996.

                             UNION CAMP CORPORATION


                                    By      /S/ Dirk R. Soutendijk
                                       ---------------------------------------
                                            (Dirk R. Soutendijk)
                                            Vice President, General
                                            Counsel and Secretary






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