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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended Commission File
DECEMBER 31, 1996 NUMBER 1-4001

UNION CAMP CORPORATION

A Virginia Corporation 13-5652423
I.R.S. Employer
Identification No.)

1600 Valley Road
Wayne, New Jersey 07470
Telephone (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
Debentures Due April 15, 2016............. New York Stock Exchange

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 |'ch'| 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. |'ch'|

On March 4, 1997, 69,244,830 shares of Registrant's Common Stock, $1 par
value, were outstanding. On March 4, 1997, 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 $48.375 and the aggregate market value of the Common Stock
held by non-affiliates of the Registrant was $3,349,718,651.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1996 (the "Union Camp 1996 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 21, 1997 (the
"Union Camp 1997 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 1996 relating to Union Camp's business appears in the
following portions of the Union Camp 1996 Annual Report and is incorporated by
reference in this Item 1: the text under the captions "Fine Paper" on page 18
(other than the pie chart and caption describing the photograph on that page);
"Packaging" on page 19 (other than the pie chart and caption describing the
photograph on that page); "Chemicals" on page 20 (other than the pie chart and
caption describing the photograph on that page); and "Forest Resources" on page
21(other than the pie chart and caption describing the photograph on that page).
Information about the Company's research and development costs appears under the
caption "Research and Development Costs" in Note 1 of Notes to Consolidated
Financial Statements on page 34 of the Union Camp 1996 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,
1996, 1995 and 1994 appear in Note 17 of Notes to Consolidated Financial
Statements on pages 41 and 42 of the Union Camp 1996 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 1996, 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 kraft paper and
paperboard. Those products are its largest contributors to profits. Union Camp's
total production of bleached and kraft paper and paperboard in 1996 was
approximately 3,436,000 tons, of which about 57% was kraft and 43% 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 3.7 million tons in 1997.

The Savannah, Georgia mill produces kraft linerboard and paper,
including saturating kraft, a specialized paper which is used by others as a
backing material for decorative and industrial laminates. Kraft paper is used
primarily in the manufacture of multiwall bags and kraft linerboard is used
primarily in the manufacture of corrugated shipping containers (see the next
section entitled "Packaging Products"). There are six machines at the Savannah
mill.

The two paper machines at the Prattville, Alabama mill produce
kraft linerboard.

In 1996, the Company converted about 62% of its 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 to converters who use uncoated free
sheet primarily to make envelopes and forms, to merchant distributors and major
end users who use it in business and printing papers and to retail distributors.
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. The
Franklin mill includes a recycled (deinked) pulp facility. The deinked facility
removes ink from office waste paper and produces recycled pulp for the
manufacture of recycled content white paper and board. Recycled content paper is
sold as Union Camp branded products such as Collage('tm') and Great White('tm').
Deinked pulp not used for recycled products is sold to others.

The Eastover, South Carolina mill produces 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 1996, Union Camp sold about 30% of its fine paper and
paperboard production in converted or sheet form. This includes approximately 1%
converted by its own plants into folding cartons and bags.

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 27% of the Company's wood pulp production utilizes
timber harvested from lands owned or controlled by the Company. Timber use at
the Prattville, Savannah and Franklin 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, feed, fertilizer, clay, pet food, chemical and mineral products and
specialty bags used in packaging pet food, charcoal, produce, sugar, flour,
seed, coffee, cookies, microwaveable popcorn and other miscellaneous items.
Union Camp also produces linear low density plastic products including film for
consumer applications and for industrial applications, such as plastic shipping
sacks to package salt, bark, soil, insulation, resins and chemicals. In March
1997 the Company acquired seventy-five percent of the capital stock of Puntapel,
S.A., a manufacturer of multiwall bags used primarily to package cement, flour
and sugar. Puntapel's plant is located in San Luis, Argentina.

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 April 1996 a new corrugated container plant in
Hanford, California began producing heavy duty corrugated products including
laminated bulk packaging and triplewall to serve the general industrial,
agricultural, petrochemical and material handling markets. In January 1996,
Union Camp's Container Division acquired the operating assets of O'Grady
Containers, Inc., a Fort Worth, Texas based manufacturer of corrugated boxes,
multicolor direct print graphics packaging and point of purchase displays.

The Company's Folding Carton Division operates three plants which
produce cartons with high quality gravure and lithographic printing, which are
used principally by the cosmetics and pharmaceutical industries for shelf
packaging in retail stores.

The International Packaging Division manufactures corrugated
containers at wholly-owned, consolidated subsidiaries in Chile, Spain, the
Republic of Ireland and Puerto Rico. Union Camp holds a 30% interest in Zucamor
S.A., Argentina's leading independent corrugated container company,

which it purchased during 1994. In March 1996, the Company entered a joint
venture in Turkey with KAV Orman Sanayii A.S., a subsidiary of KOC Holding
Company, one of the world's largest industrial companies, to operate a
corrugated container plant serving agricultural and industrial markets in
Turkey. Through a joint venture, a corrugated container plant is under
construction in Guangzhou, Peoples Republic of China.

WOOD PRODUCTS

Union Camp produces southern pine lumber, plywood and
particleboard. Its wood products mills have the capacity to produce 500,000,000
board feet of lumber, 234,000,000 square feet (3/8" basis) of plywood and
117,000,000 square feet (3/4" basis) of particleboard annually. Union Camp's
wood products mills produced at 95% of capacity in 1996. 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.

The Company will commence construction of a new facility adjacent
to its existing veneer plant in Thorsby, Alabama which will produce laminated
veneered lumber and wood I-joists for engineered wood product markets. The
facility is scheduled to be completed in 1998.

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 June 1994, Bush Boake Allen Inc. completed an initial public
offering of 32% of its outstanding common stock. Union Camp continues to own the
remaining 68% of the stock.

Bush Boake Allen Inc. is a producer of flavors (including
essential oils, seasonings and spice extracts) and fragrances 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
majority of the aroma chemicals produced by Bush Boake Allen are used by major
multinational consumer product manufacturers and other fragrance and flavor
compounders as fragrance raw materials. The remainder is sold to agrichemical
and specialty chemical manufacturers or internally used by Bush Boake Allen in
its production of fragrance compounds. Bush Boake Allen has developed a
broad-based global presence with operations in 41 countries in North and South
America, Europe, Asia, Australia, The Middle East and Africa.

PAPER DISTRIBUTION

In August 1996 Union Camp acquired The Alling & Cory Company, a
distributor of business communications and printing papers, industrial packaging
and business products with its headquarters in Rochester, New York. Alling &
Cory operates 15 distribution centers and 21 retail paper shops in Maryland, New
Jersey, New York, Ohio, Pennsylvania and West Virginia. Alling & Cory's wholly
owned subsidiary, the Alcor Envelope Company, Inc. operates an envelope
converting facility in Hamburg, New York. Alling & Cory employs approximately
1,200 people.

LAND DEVELOPMENT AND HOUSING

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

CAPITAL EXPENDITURES

Information about Union Camp's 1996 and estimated 1997 capital
expenditures appears on page 28 of the Union Camp 1996 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 1996, Union Camp's chemical exports from the United States were about 7%
of the total chemical sales of Union Camp and its subsidiaries. In addition,
approximately 54% of such total chemical sales originated from the production
facilities of subsidiaries located outside the United States.

In 1996, Union Camp sold in the export market approximately 18%
of its production of paper and paperboard.

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 product innovation.

TIMBER RESOURCES

The basic raw material for Union Camp's business is timber, a
renewable resource. Union Camp controls approximately 1,589,000 acres of
timberlands in Georgia, Alabama, Virginia, Florida, North Carolina and South
Carolina, of which approximately 1,550,000 acres are owned by the Company and
the balance is held under long-term leases. In 1996, Union Camp obtained
approximately 30% of its total timber requirements from its own timberlands and
purchased the balance from others.

During the second half of 1996 the Company shut down its wood
harvesting operations in southeast Georgia which had supplied the Savannah,
Georgia mill. Four woodyards and three maintenance garages in Georgia were
closed and the equipment used in these wood harvesting operations was sold.
Independent harvesting contractors, who prior to the closure of the Company's
operation had supplied most of the Savannah mill's raw material requirements for
virgin fiber, now supply 100% of those needs.

Union Camp operates its timberlands on a sustained yield basis.
Union Camp began reforestation on its timberlands in the mid-1950's and now has
approximately 964,000 acres in plantation growth. It planted about 42,000 acres
under the plantation program in 1996 and expects to plant approximately 50,000
acres in 1997. These plantation programs result in increased yield per acre. The
current growing cycle for most of Union Camp's plantations averages between 20
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. Such new limits may be imposed when federal and state
permits are renewed or as regulations are promulgated implementing revisions to
federal and state air and water pollution control laws.

Union Camp invested approximately $33 million in environmental
control facilities in 1996 and approximately $122 million over the past five
years. 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.

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 initially submitted to the EPA in
December 1994. After responding to comments by the EPA, the Company submitted a
final risk assessment and site investigation report in late 1996 which were
approved with modifications by the EPA. All outstanding issues regarding the
need for further investigation and ascertaining risk to human health and the
environment have been satisfactorily resolved. On the basis of the information
presently available to it, Union Camp believes that remedial action required as
a result of the investigation will not result in a material adverse effect on
its financial condition.

EMPLOYEES

Union Camp and its subsidiaries employ approximately 19,000
people, approximately 40% of whom are represented by a total of 66 unions under
collective bargaining agreements. Contracts involving approximately 2,200 hourly
employees were concluded during 1996 and contracts involving approximately 900
hourly employees remain in negotiation. Contracts involving approximately 1,700
hourly employees are subject to renegotiation and renewal in 1997. Union Camp
believes that its relationship with its employees is favorable and it has not
experienced a strike at any major facility since 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 at its corporate technology center
in Princeton, New Jersey. The Company's converting operations, the Container
Division, the Flexible Packaging Division and the International Packaging
Division, opened a Customer Resource Center in Spartanburg, South Carolina
during 1996 which has technical facilities to develop and test packaging ideas,
training facilities to educate employees and customers about packaging and
graphics facilities where designers work with customers to produce packaging.
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 two 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.

Franklin, Virginia
Sumter, South Carolina

PACKAGING PRODUCTS INDUSTRY SEGMENT

Multiwall and Consumer Bags

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

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

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, insulation, fertilizer and pet food.

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 La Laguna, Tenerife, Spain
Auburn, Maine Las Palmas de Gran Canaria, Spain
Bayamon, Puerto Rico Madrid, Spain
Chicago, Illinois Morristown, Tennessee
Decatur, Alabama Newtown, Connecticut
Denver, Colorado Rancagua, Chile
Gandia, Spain Richmond, Virginia
Hanford, California San Antonio, Texas
Houston, Mississippi Savannah, Georgia
Kalamazoo, Michigan Spartanburg, South Carolina
Lafayette, Louisiana Washington, Pennsylvania

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
Fort Worth, Texas
Los Angeles, California
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.

Cleveland, Ohio
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 slip sheets 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

Guangzhou, China Flavors, Fragrances Compounding

Jacksonville, Florida Terpene derivatives Chemical Processing
and aroma chemicals

Location Products Process
- -------- -------- -------
Johannesburg, South Flavors, Fragrances Compounding
Africa and Seasonings

Jurong, Singapore Flavors and Compounding
Fragrances

London, England Flavors and Compounding
Fragrances

Long Melford, England Spices, Essential Extraction and
Oils and Seasonings Compounding

Madras, India Flavors and Compounding
Fragrances

Melbourne, Australia Flavors, fragrances Extraction and Compounding
and seasonings.

Norwood, New Jersey Fragrances and Compounding
Essential Oils

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 and coatings resins

Chester-le-Street, England Tall oil derivatives, ink and
adhesive resins

Dover, Ohio Ink & 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 1996 revenue from these small facilities was
approximately $34 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.

Paper Distribution

The Alling & Cory Company, a wholly owned subsidiary of the Company,
distributes business communications and printing papers, industrial packaging
and business products. Its headquarters is located in Rochester, New York.

The Alcor Envelope Company, Inc., a wholly owned subsidiary of Alling &
Cory, manufactures envelopes in a plant in Hamburg, New York.

The facilities listed below are distribution centers which handle the
distribution of more than 20,000 products and retail paper stores which sell
fine writing and printing papers, janitorial products, magnetic media supplies
and other selected office supplies under the name "The Paper Shop". All of the
properties listed are leased by Alling & Cory except for the distribution
centers in Buffalo and Syracuse, New York and Harrisburg, Pennsylvania.

Distribution Centers

Albany, New York Harrisburg, Pennsylvania
Allentown, Pennsylvania Marlton, New Jersey
Baltimore, Maryland Pittsburgh, Pennsylvania
Bellaire, Ohio Rochester, New York
Buffalo, New York Scranton, Pennsylvania
Cleveland, Ohio Syracuse, New York
Erie, Pennsylvania Toledo, Ohio
Fairmont, West Virginia

Retail Paper Shops

Albany, New York Maple Shade, New Jersey
Allentown, Pennsylvania Middleburg Heights, Ohio
Bridgeville, Pennsylvania Philadelphia, Pennsylvania (2)
Cheektowaga, New York Pittsburgh, Pennsylvania
Cleveland, Ohio Rochester, New York
Cranberry, Pennsylvania Trenton, New Jersey
East Syracuse, New York Utica, New York
Edison, New Jersey Westbury, New York
Havertown, Pennsylvania Willow Grove, Pennsylvania
Malvern, Pennsylvania Woodside, New York

ITEM 3. LEGAL PROCEEDINGS

In addition to the proceedings described below, the Company is a
party to other legal proceedings incidental to its business which the Company
does not believe are material to it.

Union Camp has been designated a potentially responsible party at
a number of hazardous waste sites pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and similar state laws. At
the present time the Company is actively involved with proceedings at
approximately 14 sites including the three sites described in the three
paragraphs immediately below. The Company is unable to estimate environmental
costs and 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 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 an
acceptable remedy has not been chosen. Some settled cases also have "reopeners"
for contamination discovered after full implementation of the remedy. Finally,
insurance reimbursement is usually uncertain until matters are finally resolved.

In May 1996 the EPA filed a civil suit against the Company and
several other potentially responsible parties in the U.S. District Court for the
District of Louisiana under CERCLA for recovery of past and future response
costs incurred by the EPA at the Bayou Bonfouca Superfund Site at Slidell,
Louisiana which operated as a wood treatment facility from 1882 to 1972.
Subsequently, the State of Louisiana filed a similar suit against the Company
seeking to recover the share of the response costs for which it is responsible
under CERCLA. EPA records indicate there have been expenditures over a number of
years of approximately $100 million for remediation at the site. The EPA
estimates that future response costs will be approximately $30 million. In 1956
a subsidiary of Union Camp acquired the assets of American Creosoting Company
which included the stock of a subsidiary which had owned and operated the
Slidell facility

since 1933. The subsidiary sold the Slidell facility in 1958. The subsidiary was
sold in 1964. The EPA alleges that Union Camp has owner and/or operator status
under CERCLA arising from its ownership of the subsidiary which owned the
Slidell facility. Union Camp denies it ever owned and/or operated the Slidell
facility. While it is not possible to estimate the likely outcome of these
proceedings, Union Camp believes it has meritorious defenses based upon the
facts and longstanding principles of corporate law and shareholders' liability.

Union Camp is also a party to an action in the U.S. District Court for
the District of Connecticut in which private litigants are seeking contribution
associated with past and future costs of remediating property used for
creosoting operations from 1921 through 1964. Such remediation costs are
currently estimated at approximately $6 million. A subsidiary of Union Camp
conducted activities at the property from 1956 to 1964. Union Camp had been
dismissed on summary judgment from the lawsuit in June 1995, but on appeal the
summary judgment order was vacated in March 1996 and the matter was remanded to
the District Court to determine whether Union Camp could be held liable as an
operator under federal and state superfund laws. It is Union Camp's position
that the facts do not support a claim that Union Camp was an operator of the
site.

In 1994 Union Camp was made a party to an action brought in state court
in Forest County, Mississippi by the Hattiesburg Public School District seeking
future remediation costs for property previously used in creosoting operations.
In the second half of 1996 a suit was commenced in the U.S. District Court for
the Southern District of Mississippi, Hattiesburg Division by car dealers who
lease the property from Hattiesburg Public School District. These plaintiffs
seek damages for diminution in the value of the property, lost profits and
potential relocation expenses based upon the alleged pollution of the property.
No remediation of the property has begun or been ordered. Like the matter
described in the second preceding paragraph, this case and the case in the
previous paragraph allege that Union Camp should be responsible for the
activities of its subsidiary at the properties. Union Camp disputes these
allegations because Union Camp did not own or operate the facilities. Although
Union Camp believes it has a strong legal position with respect to the above
described claims involving the creosoting activities of its former subsidiary,
an estimate

of the likely outcome of these proceedings cannot be made at this time.

In the second quarter of 1995 the Company was named as one of
approximately 60 defendants in a lawsuit filed in Jefferson County, Texas state
court on behalf of approximately 2,400 plaintiffs who allege that they were
exposed to asbestos while performing work at various plant sites in Alabama.
Subsequent amendments have brought the number of plaintiffs to approximately
5,100. The defendants named 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 and the amount of damages sought is
unspecified. Approximately 160 of the plaintiffs allege exposure to asbestos
while on Union Camp premises.

In its Quarterly Report on Form 10-Q for the quarter ended June
30, 1991 the Company 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. Subsequently, this subsidiary was
named as a defendant in additional asbestos-related consolidated actions so that
the total number of such cases was in excess of 10,000. 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 ranges from 1930 through the present. The subsidiary
did not manufacture asbestos or asbestos-containing products. The number of
defendants named in these suits ranges from approximately 40 to 170, and
includes asbestos manufacturers, distributors of asbestos containing products,
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. The
Company's subsidiary recently reached agreement to settle approximately 2,600
additional cases to be funded by the Company's insurance carrier. This
subsidiary is a defendant in approximately 7,500 remaining cases.

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 the pending legal proceedings alleging liability on account
of exposure to asbestos to which Union Camp or its subsidiary is a party 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.

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, 1997 were as follows:

Name Age Position & Offices With Union Camp
- ---- --- ----------------------------------
W. Craig McClelland....... 62 Chairman of the Board and Chief
Executive Officer; Director

Jerry H. Ballengee....... 59 President and Chief Operating
Officer; Director

James M. Reed............ 64 Vice Chairman of the Board and
Chief Financial Officer; Director

John C. Albert........... 51 Senior Vice President

Jerome N. Carter......... 48 Senior Vice President

Charles H. Greiner, Jr... 49 Senior Vice President

A. William Hamill........ 49 Senior Vice President

John T. Heald, Jr........ 51 Senior Vice President

Willis J. Potts, Jr. .... 50 Senior Vice President

Dirk R. Soutendijk....... 58 Vice President, General Counsel
and Secretary

Donald W. Barney......... 56 Vice President and Treasurer

John F. Haren............ 49 Controller

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.

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. Albert became Senior Vice President, Forest Resources Group
in December 1995. Prior to that, he had been Vice President and General Manager
of the Forest Resources Group since January 1991.

Mr. Carter became Senior Vice President in January 1997.
Previously he had been a Vice President since December 1995. Prior to that, he
had been Kraft Paper and Board Division Manager of Industrial Relations.

Mr. Greiner became Senior Vice President and General Manager,
Fine Paper Division in December 1993. Previously, he had been a Vice President
and General Manager of the Fine Paper Division.

Mr. Hamill joined the Company in June 1996 as Senior Vice
President, Finance. From March 1993 to June 1996, he was a partner in SCI
Investors Inc., an investment firm in Richmond, Virginia, and a stockholder and
director of Custom

Papers Group Inc., a specialty paper producer which was privately held during
this period. Prior to March 1993, he was Senior Vice President and Chief
Financial Officer of Specialty Coatings International.

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. Potts became Senior Vice President and General Manager, Kraft
Paper and Board in December 1995. Prior to that, he had been a Vice President
and General Manager, Kraft Paper and Board since June 1994. He was Vice
President and General Operations Manager, Kraft Paper and Board from December
1992 to June 1994. Mr. Potts was the Resident Manager of the Prattville, Alabama
mill from December 1988 to November 1992.

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

Mr. Haren became Controller in November 1996. Previously, he was
an Assistant Controller.

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
1996 Annual Report indicated below and is incorporated by reference in this Item
5.

========================================== =========================== ===========
REQUIRED INFORMATION ANNUAL REPORT ANNUAL
-------------------- CAPTION REPORT
-------- PAGE
----
------------------------------------------ --------------------------- -----------

Principal markets for Common Financial 29
Stock; high and low sales prices Review-Quarterly
Information

------------------------------------------ --------------------------- -----------
Dividends per share declared Financial 29
Review-Quarterly
Information
------------------------------------------ --------------------------- -----------
Approximate number of Financial 29
shareholders of record--December Review-Quarterly
31, 1996 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 1996 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
25 to 29 of the Union Camp 1996 Annual Report and is 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 page 29 and pages 31 to 42 of the Union Camp 1996
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 1997 Proxy Statement and (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. Such information is incorporated by reference in this Item
10. No disclosure pursuant to Item 405 of Regulation S-K regarding compliance
with Section 16(a) of the Securities Exchange Act of 1934 as amended is required
with respect to fiscal year 1996.

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"
(excluding all but the first, seventh and eighth paragraphs), "Executive
Compensation", "Retirement Plans" and "Severance Arrangements" on pages 6 to 7,
9 to 11 excluding the section entitled "Report of the Personnel, Compensation
and Nominating Committee on Executive Compensation", 16 to 17, and 17
respectively, of the Union Camp 1997 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,
1996" on pages 7 and 8 of the Union Camp 1997 Proxy Statement and is
incorporated by reference in this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

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 1996 Annual Report and are incorporated by reference in
this Annual Report on Form 10-K:

Page
----
Consolidated Income for the years ended
December 31, 1996, 1995 and 1994..................................31

Consolidated Balance Sheet--December 31,
1996 and 1995.....................................................32

Consolidated Statement of Cash Flows for
the years ended December 31, 1996,
1995 and 1994.....................................................33

Notes to Consolidated Financial Statements.....................34-42

Report of Independent Accountants.................................30

(2) The following schedules, for the three years ended December
31, 1996, 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.................................... 30

Schedule VIII--Valuation and Qualifying Accounts................ 31

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 Articles of Incorporation of Union Camp, as amended February 26,
1996 (filed as Exhibit 3.1 to Union Camp's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated herein
by reference).

3.2 By-Laws of Union Camp, as amended September 24, 1996 (filed as
Exhibit 3.2 to Union Camp's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein by
reference).

4.1 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.

4.2 Rights Agreement, dated as of January 25, 1996, as amended and
restated as of June 25, 1996, between Union Camp Corporation and
The Bank of New York as Rights Agent (filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A/A filed July 3, 1996
and incorporated herein by reference).

10.1 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 1989 Stock Option and Stock Award Plan, as amended October 29,
1996.*

10.3 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 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 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 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 Form of Severance Agreement between Union Camp and certain
executive officers of Union Camp.*

10.8 Union Camp's Stock Compensation Plan for Non-Employee Directors
as amended February 25, 1997.*

10.9 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 Union Camp Corporation Supplemental Retirement Income Plan for
Executive Officers as amended and restated June 24, 1996 (filed
as Exhibit 10 to Union Camp's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996 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's 1996 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, 1996.

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 MARCH 27, 1997.

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 27, 1997.

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/ John F. Haren Controller
- ----------------------------------- (Principal Accounting Officer)
(John F. Haren)

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

/S/ Jeremiah J. Sheehan Director
- -----------------------------------
(Jeremiah J. Sheehan)

/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) 540-8980

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, 1997 appearing in the 1996 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, 1997

SCHEDULE VIII

UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For The Years Ended December 31, 1996, 1995 and 1994
(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, 1996:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts... $ 13,740 $ 5,634 $ (25) $ 4,632 $ 14,717
Reserve for discounts and
allowances..................... 2,726 (173) - - 2,553
------- ---------- ---------- ---------- --------
Total....................... $ 16,466 $ 5,461 $ (25) $ 4,632 $ 17,270
======= ========== ========== ========== ========

YEAR ENDED DECEMBER 31, 1995:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts... $ 13,995 $ 2,979 $ 116 $ 3,350 $ 13,740
Reserve for discounts and
allowances..................... 2,524 202 - - 2,726
------- ---------- ---------- ---------- --------
Total....................... $ 16,519 $ 3,181 $ 116 $ 3,350 $ 16,466
======= ========== ========== ========== ========

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
======= ========== ========== ========== ========

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

NO. DESCRIPTION
- --- -----------

3.1 Articles of Incorporation of Union Camp, as amended February 26,
1996 (incorporated herein by reference).

3.2 Copy of By-Laws of Union Camp, as amended September 24, 1996
(incorporated herein by reference).

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

10.2 Union Camp's 1989 Stock Option Award Plan, as amended
October 29, 1996.

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

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

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

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

10.7 Form of Severance Agreement between Union Camp and certain
executive officers of Union Camp.

10.8 Union Camp's Stock Compensation Plan for Non-Employee Directors
as amended February 25, 1997.

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

10.10 Union Camp Corporation Supplemental Retirement Income Plan for
Executive Officers as amended and restated June 24, 1996
(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 earnings.

13 The portion of Union Camp Corporation's 1996 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.

STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as...... 'r'
The checkmark shall be expressed as........................ 'ch'
The trademark symbol shall be expressed as................. 'tm'
The section symbol shall be expressed as................... 'SS'