<PAGE>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996
                               ------------------------------

                                       OR

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

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)


                                 (201) 628-2000
  -------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                            YES   X       NO     
                                                -----        ------

69,640,369  shares of Registrant's  Common Stock,  Par Value $1 Per Share,  were
outstanding as of the close of business on September 30, 1996.





<PAGE>
<PAGE>
                             UNION CAMP CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                  Page
<S>           <C>                                                    <C>
Part I.        FINANCIAL INFORMATION*

               Item 1.  Financial Statements.                          2

               Item 2.  Management's Discussion and
                        Analysis of Financial Condition
                        and Results of Operations.                      7

Part II.       OTHER INFORMATION

               Item 1.  Legal Proceedings.                              9

               Item 6.  Exhibits and Reports on Form 8-K.               9

</TABLE>

                         ------------------------------

*A summary of the Registrant's significant accounting policies is contained in
the Registrant's Form 10-K for the year ended December 31, 1995 which has
previously been filed with the Commission.




<PAGE>
<PAGE>



                          PART I. FINANCIAL INFORMATION

Item I.  Financial Statements.

                             UNION CAMP CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                       ($ in thousands, except per share)

<TABLE>
<CAPTION>
                                                   QUARTER ENDED              NINE MONTHS ENDED
                                                    SEPTEMBER 30,               SEPTEMBER 30,
                                                ----------------------     ------------------------
                                                  1996          1995          1996          1995
                                                  ----          ----          ----          ----
<S>                                            <C>           <C>           <C>           <C>       
Net Sales                                      $1,017,310    $1,073,494    $2,929,613    $3,203,935

Costs and other charges:

   Cost of products sold                          794,319       674,033     2,182,609     2,029,991
   Selling and administrative expenses            105,454        96,140       308,431       285,408
   Depreciation and cost of timber harvested       70,578        68,732       208,492       203,583
                                               ----------    ----------    ----------    ----------

      Income from operations                       46,959       234,589       230,081       684,953

Gross interest expense                             29,334        29,892        86,407        94,732
   Less capitalized interest                       (1,046)         (851)       (2,848)       (8,082)
Other (income) expense - net                       (7,869)       (4,126)      (11,524)         (597)
                                               ----------    ----------    ----------    ----------

      Income before income taxes and
          minority interest                        26,540       209,674       158,046       598,900
                                               ----------    ----------    ----------    ----------

Income taxes:

   Current                                          6,591        51,915        38,797       149,320
   Deferred                                         3,147        25,167        20,124        73,028
                                               ----------    ----------    ----------    ----------
   Total income taxes                               9,738        77,082        58,921       222,348
                                               ----------    ----------    ----------    ----------

Minority interest (net of tax)                     (2,449)       (2,846)       (8,130)       (8,648)
                                               ----------    ----------    ----------    ----------

     Net Income                                $   14,353    $  129,746    $   90,995    $  367,904
                                               ==========    ==========    ==========    ==========


Earnings per share:                                 $0.21         $1.85         $1.32         $5.25

Dividends per share                                 $0.45         $0.41         $1.35         $1.21
</TABLE>

Earnings per share are computed on the basis of the average number of common 
shares outstanding:

<TABLE>
<CAPTION>
                                                  1996           1995
                                                  ----           ----
      <S>                                  <C>            <C>       
          Quarter Ended September 30,          69,421,132     70,199,410

          Nine Months Ended September 30,      69,164,387     70,104,025
</TABLE>

See also the accompanying notes to consolidated financial statements.


                                    -2-
<PAGE>
<PAGE>


                             UNION CAMP CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,      DECEMBER 31,
                                                         1996              1995
                                                     -------------      ------------
<S>                                                 <C>               <C>       
ASSETS

Cash and cash equivalents                              $   54,148        $   30,332

Receivables-net                                           548,303           489,967

Inventories at lower of cost or market:
  Finished goods                                          248,713           242,732
  Raw materials                                           106,902           109,181
  Supplies                                                116,940           116,804
                                                       ----------        ----------
     Total inventories                                    472,555           468,717
                                                       ----------        ----------
Assets held for resale                                          -             1,289

Other                                                      41,266            43,512
                                                       ----------        ----------
     Total current assets                               1,116,272         1,033,817
                                                       ----------        ----------
Plant and equipment, at cost                            6,517,458         6,304,113
  Less:  accumulated depreciation                       3,126,818         2,918,963
                                                       ----------        ----------
                                                        3,390,640         3,385,150
Timberlands, less cost of timber harvested                349,637           274,935
                                                       ----------        ----------
     Total property                                     3,740,277         3,660,085
                                                       ----------        ----------
Other assets                                              218,936           144,441
                                                       ----------        ----------
     Total Assets                                      $5,075,485        $4,838,343
                                                       ==========        ==========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                    $  599,538        $  620,113

Long-term debt                                          1,337,790         1,151,536
     
Deferred income taxes                                     736,496           709,850

Other liabilities and minority interest                   259,177           235,152

Stockholders' equity (Shares outstanding
   1996: 69,640,369;  1995: 69,078,078)                 2,142,484         2,121,692
                                                        ----------        ----------
     Total Liabilities and Stockholders' Equity        $5,075,485        $4,838,343
                                                        ==========        ==========
</TABLE>


See also the accompanying notes to consolidated financial statements.


                                   -3-
<PAGE>
<PAGE>

                             UNION CAMP CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                               -------------------
                                                                1996         1995
                                                                ----         ----
<S>                                                           <C>         <C>      
Cash Provided By (Used For) Operations:

  Net income                                                  $  90,995   $ 367,904
  Adjustments to reconcile net income
   to cash provided by operations:
     Depreciation, amortization, and cost of company
      timber harvested                                          221,756     215,690
     Deferred income taxes                                       20,124      73,028
     Other                                                       11,041       8,544

     Changes in operational assets and liabilities:
       Receivables                                               25,461     (68,867)
       Inventories                                               36,119     (50,328)
       Other assets                                               1,448      (4,591)
       Accounts payable, taxes and other liabilities            (37,148)      6,817
                                                              ---------   ---------
         Cash Provided By Operations                            369,796     548,197
                                                              ---------   ---------
Cash (Used For) Provided By Investment Activities:
  Capital expenditures:
    Plant and Equipment                                        (191,632)   (159,172)
    Timberlands                                                 (85,878)    (18,503)
  Proceeds from sale of businesses                                 --        36,133
  Payments for acquired businesses                              (37,269)       --
  Other                                                           4,460       7,485
                                                              ---------   ---------
                                                               (310,319)   (134,057)
                                                              ---------   ---------

Cash (Used For) Provided By Financing Activities:
  Change in short-term notes payable                             21,003    (275,792)
  Repayments of long-term debt                                  (48,052)    (46,216)
  Proceeds from issuance of long-term debt                      150,000      22,625
  Repurchase of common stock                                    (65,114)       --
  Dividends paid                                                (93,550)    (84,835)
                                                              ---------   ---------
                                                                (35,713)   (384,218)
                                                              ---------   ---------
Effect of exchange rate changes on cash                              52         119
                                                              ---------   ---------
Increase (decrease) in cash and cash equivalents                 23,816      30,041

Balance at beginning of year                                     30,332      13,256
                                                              ---------   ---------
Balance at end of period                                      $  54,148   $  43,297
                                                              =========   =========

Supplemental cash flow information:
  Cash paid during the period for:
    Interest (net of amount capitalized)                      $  88,639   $  93,257
    Income taxes                                              $  44,275   $ 128,559
</TABLE>

See also the accompanying notes to consolidated financial statements.

                                  -4-

<PAGE>
<PAGE>

                             UNION CAMP CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  The information  furnished in this report is unaudited but includes all
         adjustments  which,  in the opinion of management,  are necessary for a
         fair  presentation  of results for the interim  periods  reported.  The
         adjustments made were of a normal recurring nature, except as described
         in Notes 3 and 4.

Note 2.  On August 2, 1996,  the  company  acquired  The  Alling & Cory  Company
         (Alling  & Cory)  a  paper  distribution  business,  for  consideration
         totaling  $88.5  million,  consisting of 1.7 million  shares of company
         common stock and $5.4 million cash. The  acquisition  was accounted for
         under the purchase method and  accordingly,  the net assets and results
         of  operations  have  been  included  in  the  consolidated   financial
         statements since the date of acquisition.  The excess of purchase price
         over the  estimated  fair  values of the net  tangible  and  intangible
         assets  acquired  has  been  treated  as  goodwill.  Goodwill  will  be
         amortized  on a  straight-line  basis  over a period  not to  exceed 40
         years.  This  acquisition  did not have a material  pro forma impact on
         consolidated earnings.

Note 3.  Included  in  "Income  from  Operations"  for  the  nine  months  ended
         September 30, 1996 is a second  quarter  pre-tax charge of $2.9 million
         for estimated  severance  costs  related to the  company's  decision to
         outsource timber harvesting operations.

Note 4.  Included in "Other  Income/Expense"  for the third quarter of 1996 is a
         $3.2 million pre-tax gain from the sale of land.

Note 5.  "Other  Assets"  increased by more than $74 million from year-end 1995,
         primarily  due  to an  investment  in a 50%  interest  in a  corrugated
         container  plant in Turkey,  and due to  goodwill  associated  with the
         acquisition of Alling & Cory in August 1996.

Note 6.  Included  in "Current  Liabilities"  are $84 million and $90 million of
         commercial  paper  borrowings at September 30, 1996 and year-end  1995,
         respectively.


                                       5


<PAGE>
<PAGE>


Note 7.  The company has included $46 million of commercial  paper borrowings in
         "Long-Term Debt" for the September 30, 1996 Consolidated Balance Sheet.

Note 8.  Included in "Other  Liabilities and Minority Interest" at September 30,
         1996  and  year-end   1995  are  $77.2   million  and  $69.3   million,
         respectively,  representing  the minority  interest in Union Camp's 68%
         owned subsidiary, Bush Boake Allen.

Note 9.  Certain  amounts  have been  reclassified  for 1995 to conform with the
         1996 presentation.


                                        6


<PAGE>
<PAGE>

            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Net  income for the third  quarter of 1996 was $14.4  million or $.21 per share,
compared  to $129.7  million  or $1.85 per share for the third  quarter  of last
year.  The  significant  decline in earnings was  primarily due to lower product
prices  in both the  domestic  and  export  paper and  paper  products  markets.
Operating  income for the quarter was $47.0  million,  an 80% decrease  from the
$234.6 million reported for last year's third quarter.

Net  income  for the first  nine  months of 1996 was $91.0  million or $1.32 per
share,  compared  to $367.9  million or $5.25 per share for the same period last
year.  Operating income for the first nine months of 1996 was $230.1 million,  a
66% decrease from the $685.0 million reported for the first nine months of 1995.

Net sales for the third quarter were $1.0 billion,  5% below the previous year's
comparable  quarter.  Total paper product shipments were  approximately  881,000
tons,  a 3% increase  from last year's third  quarter.  However,  lower  selling
prices for the  company's  paper and  packaging  products  more than  offset the
slight increase in volume.  Included in third quarter sales is $112 million from
The  Alling & Cory  Company  (Alling  &  Cory),  a paper  distribution  business
acquired in August 1996. Their impact on third quarter operating results was not
material.

Operating income for the paper and paperboard  segment was $20.5 million,  a 90%
decrease  from the $215.2  million  reported for the third quarter of last year.
The decline in earnings was  primarily  attributable  to lower  average  selling
prices for both domestic and export  linerboard  and uncoated  business  papers,
despite an increase  in  shipments.  Average  selling  prices for the  company's
linerboard and uncoated  business  papers  decreased 44% and 33%,  respectively,
compared to last year's  third  quarter,  however,  linerboard  prices  began to
improve during the period. As a result of the market conditions during the third
quarter, the company took approximately 65,000 tons of market-related linerboard
mill downtime,  and  anticipates  taking 26,000 tons of linerboard mill downtime
during the fourth quarter.

Packaging  segment  operating  income was $9.8 million for the third  quarter of
1996,  compared to $10.9  million for last year's  comparable  quarter.  Average
selling  prices  decreased  for the domestic  corrugated  container  operations,
resulting in a 17% decrease in  operating  income for the third  quarter of 1996
compared to the same period of 1995. However,  prices for corrugated  containers
began to stabilize near the end of the quarter as demand strengthened.  Earnings
for the flexible packaging  operations in the third quarter of 1996 improved 16%
over the same quarter of last year, primarily  attributable to an improvement in
average selling prices. Overseas corrugated container operations reported a $1.7
million  decline in operating  income  primarily  resulting  from lower  average
selling prices, which was partially offset by an increase in shipments.

The company's non-paper businesses reported an 18% increase in operating income,
compared to last year's third  quarter.  Operating  income for the wood products
segment was $16.1  million for the  quarter,  compared to $5.1  million for last
year's third quarter.  Volume and average selling prices  increased  compared to
the third  quarter of 1995 and the  second  quarter  of 1996,  as lumber  prices
continued to improve  during the year.  The chemical  group  reported  operating
income of $16.5  million,  27% below the third  quarter of last  year.  Although
shipments for the specialty chemical  operations  increased,  the combination of
lower average  selling prices and higher raw material costs more than offset the
increase,  resulting in the decline in operating income.  Raw material costs are
continuing to increase into the fourth quarter. Also contributing to the decline
in group  earnings was weakness  within the company's  Bush Boake Allen flavors,
fragrances  and aroma  chemicals  business.  The weakness was primarily in aroma
chemicals,  reflecting  reduced sales volumes and  continuing  cost pressures on
turpentine based products.


                                       7

<PAGE>
<PAGE>

Depreciation  expense for the first nine months of 1996 increased 1% compared to
the comparable  period of 1995, due to the start up of a recovery  boiler at the
Savannah mill at the end of the first quarter of last year.

Cash flow from  operations for the first nine months of 1996 was $369.8 million,
compared to $548.2 million for last year's comparable  period.  The decrease was
primarily due to the lower  earnings and  decreased  deferred  taxes,  partially
offset by decreased  working capital  (excluding the effect of the Alling & Cory
acquisition).  Capital  expenditures  for the  first  nine  months  of this year
totaled $277.5  million,  compared to $177.7 million last year. This increase is
primarily  due to a large  timberland  acquisition  in early  1996.  Total  debt
increased  $123  million  during  the  first  nine  months  of  1996,  primarily
attributable  to the issuance of $150 million of 7% 10-year notes.  The ratio of
long-term  debt to total  capital was 31.7% at September  30, 1996,  compared to
28.9% at year-end 1995.

On August 2, 1996, the company acquired the outstanding  shares of Alling & Cory
for  consideration  totaling $88.5 million,  consisting of 1.7 million shares of
company common stock and $5.4 million cash.

Net working capital was $516.7 million at September 30, 1996, compared to $413.7
million at  year-end  1995.  The  increase  in  working  capital  was  primarily
attributable to the acquisition of Alling & Cory.

During the third quarter of 1996, the company  repurchased 668,000 shares of its
common  stock  for a total  cost of $33.0  million,  bringing  the  total  stock
repurchased this year under its stock repurchase program to 1.3 million shares.

In September 1996, the company sold its Kansas City container  plant.  This sale
did not have a significant impact on the company's operations.


--------------------------------------------------------------------------------
Statements in this report that are not historical are forward-looking statements
that are subject to risks and  uncertainties  that could cause actual results to
differ  materially.  Such risks and  uncertainties  with  respect to the company
include the effect of general  economic  conditions,  fluctuations in supply and
demand for the company's products including exports and potential imports, paper
industry production capacity, operating rates and competitive pricing pressures.
--------------------------------------------------------------------------------


                                       8


<PAGE>
<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

               During  the  second  quarter  of 1995  Union  Camp was named as a
defendant  in two  lawsuits  brought in Texas state court in Brazoria  County by
approximately  2,700  plaintiffs who, for the most part,  alleged they sustained
personal injury while performing work at various sites in Alabama. Approximately
50 of these plaintiffs claimed to have been exposed to asbestos on the Company's
premises in Alabama.  Approximately 180 other defendants were named in these two
Brazoria  County  suits.  In  February  1996 the  Company  entered a  settlement
agreement with the attorneys for approximately  1,250 of these plaintiffs for an
amount which was not material to the Company.  During the third  quarter of 1996
settlement  was  reached  with  attorneys   representing   the  remaining  1,450
plaintiffs for an amount which is not material to the Company.

Item 6. Exhibits and Reports on Form 8-K.

        a)     Exhibits.

               No.           Description

               3.2           Bylaws of Union Camp Corporation,
                             as amended September 24, 1996.

               11            Statement re computation of per share earnings.

               27            Financial data schedule.

        b)     Reports on Form 8-K.

               During the third quarter of 1996, the Registrant  filed a Current
               Report on Form 8-K dated  August  16,  1996 in which it  reported
               under Item 5 - "Other Events".

                                       -9-



<PAGE>
<PAGE>


                                      SIGNATURES





        Pursuant to the requirements 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.







                                                  UNION CAMP CORPORATION
                                            ----------------------------------
                                                   (Registrant)



Date: November 13, 1996                     /S/ Dirk R. Soutendijk            
      ----------------------                ----------------------------------
                                            DIRK R. SOUTENDIJK
                                            VICE PRESIDENT, GENERAL COUNSEL
                                            AND SECRETARY



Date: November 13, 1996                     /S/ JAMES M. REED                 
      ----------------------                ----------------------------------
                                            VICE CHAIRMAN OF THE BOARD AND
                                            CHIEF FINANCIAL OFFICER


                                      -10-



<PAGE>
<PAGE>


                                    EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                   SEQUENTIALLY
                                                                     NUMBERED
NO.         DESCRIPTION                                                PAGE

<S>        <C>                                                  <C>
3.2         Bylaws of Union Camp Corporation,                           13
            as amended September 24, 1996

11          Statement re computation of per                             34
            share earnings

27          Financial data schedule                                     35

</TABLE>


<PAGE>