<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 June 30, 1998

                                       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


     VIRGINIA                                              13-5652423
(State of Incorporation)                    (I.R.S. Employer Identification No.)


1600 VALLEY ROAD WAYNE, NEW JERSEY                          07470
(Address of Principal Executive Offices)                  (Zip Code)

                            TELEPHONE: (973) 628-2000


     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 |_|

     69,334,052 shares of Registrant's Common Stock, par value $1 Per Share,
were outstanding as of the close of business on June 30, 1998.




<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                  8
                              Analysis of Financial Condition
                              and Results of Operations.

Part II.    OTHER INFORMATION

            Item 6.           Exhibits and Reports on Form 8-K.            11
</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, 1997 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                 SIX MONTHS ENDED
                                                                               JUNE 30,                       JUNE 30,
                                                                      -------------------------          -------------------------
<S>                                                                     <C>              <C>             <C>              <C> 
                                                                        1998             1997            1998             1997
                                                                        ----             ----            ----             ----
Net Sales                                                           $ 1,134,069     $ 1,105,591       $ 2,278,643    $ 2,162,716

Costs and other charges:
   Cost of products sold                                                869,235         844,540         1,734,118      1,656,673
   Selling and administrative expenses                                  124,180         129,442           247,937        251,969
   Depreciation, amortization, and cost of timber harvested              77,720          77,803           155,321        155,441
                                                                      ---------       ---------         ---------      ---------
      Income from operations                                             62,934          53,806           141,267         98,633
                                                                      ---------       ---------         ---------      ---------
Gross interest expense                                                   32,383          32,153            64,420         63,215
   Less capitalized interest                                             (3,118)         (2,039)           (5,085)        (4,192)
Other (income) expense - net                                               (756)          1,400               748         (1,535)
                                                                      ---------       ---------         ---------      ---------

      Income before income taxes and minority interest                   34,425          22,292            81,184         41,145
                                                                      ---------       ---------         ---------      ---------
Income taxes:
   Current                                                                6,820           5,154            22,987          7,860
   Deferred                                                               5,852           3,357             7,219          7,363
                                                                      ---------       ---------         ---------       --------
     Total income taxes                                                  12,672           8,511            30,206         15,223
                                                                      ---------       ---------         ---------       --------
Minority interest (net of tax)                                           (2,940)         (3,170)           (5,446)        (5,693)
                                                                      ---------       ---------         ---------       --------
      Net Income                                                    $    18,813     $    10,611       $    45,532    $    20,229
                                                                      =========       =========         =========       ========

Basic earnings per share:                                          $      0.27      $      0.15       $     0.66     $      0.29

Diluted earnings per share:                                        $      0.27      $      0.15       $     0.65     $      0.29

Dividends per share                                                $      0.45      $      0.45       $     0.90     $      0.90
</TABLE>


See also the accompanying notes to consolidated financial statements.




<PAGE>
<PAGE>



                             UNION CAMP CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                         Quarter Ended                    Six Months Ended
                                                           June 30,                          June 30,
<S>                                                <C>                 <C>             <C>             <C> 
                                                   1998                1997            1998            1997
                                                   ----                ----            ----            ----
Net Income                                      $ 18,813             $ 10,611       $ 45,532         $ 20,229

Other comprehensive income, pre-tax:
    Foreign currency translation                $   (505)            $  2,322         (2,056)          (6,351)
                                                --------             --------       --------         --------
Total other comprehensive income                    (505)               2,322         (2,056)          (6,351)
                                                --------             --------       --------         --------
Comprehensive Income                            $ 18,308             $ 12,933       $ 43,476         $ 13,878
                                                ========             ========       ========         ========
</TABLE>


See also the accompanying notes to consolidated financial statements.


                                      -3-




<PAGE>
<PAGE>



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

<TABLE>
<CAPTION>
                                                                          JUNE 30,                DECEMBER 31,
                                                                            1998                     1997
                                                                       ------------             --------------
<S>                                                                    <C>                     <C>        
ASSETS

Cash and cash equivalents                                              $    34,000             $    34,878

Receivables-net                                                            588,928                 638,130
Inventories at lower of cost or market:
  Finished goods                                                           323,798                 275,112
  Raw materials                                                            100,866                 109,352
  Supplies                                                                 109,035                 110,849
                                                                        ----------              ----------
     Total inventories                                                     533,699                 495,313
                                                                        ----------              ----------
Other current assets                                                        58,986                  43,256
                                                                        ----------              ----------
     Total current assets                                                1,215,613               1,211,577
                                                                        ----------              ----------
Plant and equipment, at cost                                             6,852,777               6,800,477
  Less:  accumulated depreciation                                        3,511,942               3,404,918
                                                                        ----------              ----------
                                                                         3,340,835               3,395,559

Timberlands, less cost of timber harvested                                 374,449                 364,226
                                                                        ----------              ----------
     Total property                                                      3,715,284               3,759,785
                                                                        ----------              ----------
Other assets                                                               289,638                 270,339
                                                                        ----------              ----------
     Total Assets                                                      $ 5,220,535             $ 5,241,701
                                                                        ==========              ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                                    $   853,050             $   803,018

Long-term debt                                                           1,299,215               1,367,450

Deferred income taxes                                                      751,000                 744,677

Other liabilities and minority interest                                    297,610                 290,838

Stockholders' equity:
  Common stock - par value $1.00 per share                                  69,334                  69,264
  Capital in excess of par value                                            43,937                  41,172
  Retained earnings                                                      1,927,786               1,944,623
  Accumulated other comprehensive income                                   (21,397)                (19,341)
                                                                         ---------               ---------
  Shares outstanding, 1998 - 69,334,052;  1997 - 69,264,160
     Total Stockholders' Equity                                          2,019,660               2,035,718
                                                                         ---------               ---------
     Total Liabilities and Stockholders' Equity                        $ 5,220,535             $ 5,241,701
                                                                         =========               =========
</TABLE>


  See also the accompanying notes to consolidated financial statements.


                                      -4-



<PAGE>
<PAGE>



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

<TABLE>
<CAPTION>
                                                                                      SIX MONTHS ENDED
                                                                                            JUNE 30,
                                                                               --------------------------------
                                                                                  1998                    1997
                                                                                  ----                    ----
<S>                                                                               <C>                    <C>
Cash Provided By (Used For) Operations:
  Net income                                                                    $  45,532             $  20,229
  Adjustments to reconcile net income
   to cash provided by operations:
     Depreciation, amortization, and cost of company
      timber harvested                                                            155,321               155,441
     Deferred income taxes                                                          7,219                 7,363
     Other                                                                         10,568                14,289

     Changes in operational assets and liabilities:
       Receivables                                                                 49,820               (19,768)
       Inventories                                                                (37,502)                2,250
       Other assets                                                                  (806)               (1,032)
       Accounts payable, taxes and other liabilities                              (35,998)              (24,784)
                                                                                ---------             ---------
         Cash Provided By Operations                                              194,154               153,988
                                                                                ---------             ---------
Cash (Used For) Provided By Investment Activities:
  Capital expenditures:
     Plant and equipment                                                         (109,651)             (150,976)
     Timberlands                                                                  (15,447)              (13,697)
Payments for acquired businesses                                                     --                 (13,350)
Other                                                                             (22,443)                1,523
                                                                                ---------             ---------
                                                                                 (147,541)             (176,500)
                                                                                ---------             ---------
Cash (Used For) Provided By Financing Activities:
  Change in short-term notes payable                                               41,786                82,600
  Repayments of long-term debt                                                    (24,326)              (12,114)
  Proceeds from the issuance of long-term debt                                      5,251                10,000
  Common stock repurchases                                                         (6,648)                 --
  Dividends paid                                                                  (62,373)              (62,546)
                                                                                ---------             ---------
                                                                                  (46,310)               17,940
                                                                                ---------             ---------
Effect of exchange rate changes on cash                                            (1,181)                 (495)
                                                                                ---------             ---------
Increase (decrease) in cash and cash equivalents                                     (878)               (5,067)

Balance at beginning of year                                                       34,878                44,917
                                                                                ---------             ---------
Balance at end of period                                                        $  34,000             $  39,850
                                                                                =========             =========
Supplemental cash flow information:
  Cash paid during the period for:
    Interest (net of amount capitalized)                                        $  59,035             $  59,109
    Income taxes                                                                $  25,510             $  13,977
</TABLE>


See also the accompanying notes to consolidated financial statements.


                                      -5-



<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.

Note 2.        Included in Other Current Assets at June 30, 1998 is $15.1
               million of assets held for resale. This increase relates in part
               to the company's decision to sell its Lakeland, Florida and
               Newtown, Connecticut operations.

Note 3.        Included in Current Liabilities are $157 million and $113
               million of commercial paper borrowings at June 30, 1998 and
               year-end 1997, respectively.

Note 4.        Included in "Other Liabilities and Minority Interest" at June
               30, 1998 and year-end 1997 are $95.6 million and $90.0 million,
               respectively, representing the minority interest in Union Camp's
               68% owned subsidiary, Bush Boake Allen.

Note 5.        Effective January 1, 1998, the company implemented the
               provisions of Statement of Financial Accounting Standards (SFAS)
               No. 130, "Reporting Comprehensive Income". This standard affects
               financial statement presentation and disclosure but has no impact
               on the company's consolidated financial position or results of
               operations. The components of Other Comprehensive Income consist
               entirely of the Foreign Currency Translation Adjustment as
               reported in the Consolidated Statement of Comprehensive Income
               for the periods ending June 30, 1998 and 1997, and as reported in
               the Consolidated Balance Sheet as of June 30, 1998 and December
               31, 1997. Union Camp Corporation does not provide any Federal or
               State deferred income taxes on the cumulative undistributed
               earnings of foreign subsidiaries, including cumulative
               translation adjustments with respect to such foreign
               subsidiaries, because it is management's intention to permanently
               reinvest the earnings of foreign subsidiaries within the
               businesses of those companies.

Note 6.        The company has guaranteed loans of up to $30 million made by
               a financial institution to non-controlled entities. The loan
               guarantees have terms of 4 years or less and are either secured
               by the borrower's assets or contain contractual rights to obtain
               possession of stock in the borrower's business. The terms of a
               guaranteed loan for $15 million calls for a principal payment in
               the amount of $3.75 million during the fourth quarter of 1998.
               Although the company expects the borrower will meet this
               scheduled principal payment, there is a possibility that the
               company may have to fulfill this obligation.


                                        6




<PAGE>
<PAGE>




Note 7.        Earnings per share are computed on the basis of the average
               number of common shares outstanding:

<TABLE>
<CAPTION>
                                                     1998                        1997
                                               -------------                -------------
<S>                <C>                           <C>                          <C>       
Quarter Ended June 30,       Basic               69,333,689                   69,287,739
                             Diluted             68,984,671                   69,738,945

Six Months Ended June 30,    Basic               69,280,902                   69,264,468
                             Diluted             69,961,595                   69,715,674
</TABLE>


                                       7



<PAGE>
<PAGE>



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

For the second quarter of 1998, the company recorded net income of $18.8 million
or $.27 per share (diluted), compared with $10.6 million or $.15 per share
(diluted) for the second quarter of last year. Income from operations for the
quarter was $62.9 million, a 17% increase from last year's second quarter. The
significant earnings increase over the prior year reflects a combination of
higher prices for linerboard and uncoated free sheet, as well as the benefit of
cost reduction measures, offset in part by higher wood costs.

Net income for the first half of 1998 was $45.5 million or $.65 per share
(diluted), compared with $20.2 million or $.29 per share (diluted) for the same
period last year. Although operating income for the first half of 1998 of $141.3
million increased 43% above the $98.6 million reported for the first half of
1997, the economic turmoil in Asia has significantly impacted the worldwide
supply/demand balance during the first half of 1998, thereby affecting the
markets and demand for our core products.

In comparison to the first quarter of this year, second quarter net income
decreased by 30%. Income from operations for the second quarter also declined by
20% from this year's first quarter. During this year's second quarter, excess
inventory levels have resulted in declining prices for most of the company's
major products. The earnings decline from the first quarter of this year
primarily reflects the impact of downtime taken at one paper mill and weakness
in prices primarily for uncoated free sheet and lumber. In recognition of these
weaker markets, the company took approximately 70,000 tons of downtime in its
linerboard mills and approximately 16,000 tons downtime in its uncoated free
sheet mills during the second quarter of this year.

Net sales for the second quarter were $1.1 billion, 3% above the previous year's
comparable quarter. The Alling & Cory Company, a paper distribution business
acquired in August 1996, generated sales of $177 million in the second quarter
of 1998 versus sales of $165 million in the second quarter of 1997. The impact
of this business on second quarter operating results was not material. Overall,
total paper products shipments were down 4% from last year's second quarter.


<TABLE>
<CAPTION>
                                               Second               Second
Operating Profit by Segment ($000)           Quarter 1998         Quarter 1997
----------------------------------           ------------         -------------
<S>                                       <C>                        <C>       
Paper and Paperboard                      $   42,165                 $   17,642
Packaging Products                             6,982                      9,529
Wood Products                                  5,606                     20,277
Chemical                                      17,013                     20,617
Corporate Items and Eliminations              (8,832)                   (14,259)
                                          ----------                 ----------
Income from Operations                    $   62,934                 $   53,806
                                          ==========                 ==========
</TABLE>

Operating income for the Paper and Paperboard segment in the second quarter of
1998 was $42.2 million, more than double the $17.6 million reported for the
second quarter of last year. Increased operating profits resulted from higher
average selling prices of both linerboard and uncoated business papers, and
increased shipments of domestic linerboard, which were partially offset by
decreased shipments of business papers and export linerboard, as well as higher
wood costs. Compared with last year's second quarter, domestic linerboard
shipments increased by 3%, while shipments for export linerboard and uncoated
business papers decreased by 20% and 3%, respectively. Second quarter average
selling prices for domestic and export linerboard increased 27% and 11%
respectively, while average selling prices for uncoated business papers
increased 5%, versus last year's comparable period. Compared to the preceding
quarter, uncoated free sheet prices declined 5%.

Packaging segment operating income was $7.0 million for the second quarter of
1998, compared with $9.5 million for last year's comparable quarter. Earnings
declined due to lower margins within both the domestic and international
corrugated container businesses. However, improved performances in the flexible
packaging and folding carton operations partially offset this profit decline. In
the first half of 1998, the company decided to sell its Lakeland, Florida and
Newtown, Connecticut plants as ongoing operations. The company is in receipt of
signed letters of intent for the sale of both operations.The book

                                       8



<PAGE>
<PAGE>


value of these assets has been reclassed into assets held for resale, which is
included within other current assets.

The company's other business groups reported decreased operating income compared
with last year's second quarter. The Wood Products segment reported second
quarter earnings of $5.6 million, a significant decrease from last year's second
quarter, due largely to a 15% decrease in the average selling price of lumber
from the second quarter of 1997, higher wood stumpage costs, as well as start up
expenses associated with the company's new laminated veneer lumber plant. These
factors were partially offset by lumber and plywood volume increases of 3% and
4%, respectively, compared with last year's comparable period. The 17% earnings
decline in the Chemical segment resulted from a significant decrease in
operating profits in the Chemical Products business due to the unfavorable
impact of exchange rates and the economic slowdown in the Asia Pacific region,
both of which also negatively affected the company's Bush Boake Allen business.
However, Bush Boake Allen was able to partially offset this negative impact with
the effectiveness of cost control programs and product mix improvements.

Depreciation expense for the second quarter of 1998 increased 1% from last
year's comparable quarter, due to the completion of several capital projects.
Gross interest expense in the second quarter increased slightly compared to the
same quarter last year, reflecting an increase in outstanding debt, which was
partially offset by greater capitalized interest.

Cash flow from operations for the first half of 1998 was $194.2 million,
compared with $154.0 million for last year's comparable period. The increase was
primarily due to the increased earnings for the first half of this year and a
decrease in trade receivables. Capital expenditures for the first half of this
year totaled $125.1 million, compared with $164.7 million last year. Total debt
increased $22.7 million during the first half of 1998, due to increased
commercial paper borrowings. The ratio of total debt to total capital employed
increased slightly to 37.2% at June 30, 1998, compared with 36.8% at year-end
1997.

Net working capital decreased to $362.5 million at June 30, 1998, from $408.6
million at year-end 1997, primarily due to an increase in short-term borrowings,
and a decrease in trade receivables, which partially offset increases in
inventory levels.

During the third quarter of 1998, the company intends to convert a $15 million
trade account receivable, of which $14 million is past due, to an interest
bearing note maturing in 2001. As described in Note 6 to the company's second
quarter Financial Statements, the company has also guaranteed a loan from a
financial institution to this customer of $15 million, which is payable in four
equal annual installments commencing in the fourth quarter of 1998. Based on the
information currently available to the company, it is expected that the
principal payment due in the fourth quarter will be made. However, there is a
possibility that payment, wholly or partially, may not occur and the company
will be required to satisfy the payment obligation. The company has security
interests in the customer's assets and is in close contact with the customer
regarding its prospects and results of operation.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for derivative instruments. The
statement, which is effective for the first quarter of 2000, requires all
derivatives to be measured at fair value and recognized as either assets or
liabilities. Management is in the process of reviewing this new pronouncement
and currently does not expect adoption of this statement to have a material
effect on the company's consolidated financial position or results of
operations.

The company has completed an enterprise-wide program to identify computer
systems and process control equipment with date sensitive "Year 2000" software.
This effort included a preliminary assessment of the expected range of costs to
be incurred in modifying or replacing systems and equipment that require
remedial action. Based upon this preliminary assessment, the company estimates
the cost of corrective actions to be between $20 to $25 million. All
modification costs will be expensed as incurred. The company believes all
necessary work will be completed in a timely fashion. While it is possible that
the costs of these remedial efforts may be material to the results of operations
in one or more fiscal quarters, management believes these costs will not have a
material adverse impact on the long-term results of operations, liquidity, or
consolidated financial position of the company.


                                       9




<PAGE>
<PAGE>



In addition, the "Year 2000" issue will impact the company's customers and
suppliers. It is not possible at this time to predict with certainty that the
systems and equipment of customers, suppliers or other companies on which the
company relies will be Year 2000 compliant within the necessary timeframe. The
company will soon begin the process of contacting major customers and suppliers
to discuss their remediation plans.


-------------------------------------------------------------------------------
Statements in this report or in other company announcements 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, competitive pricing pressures, that the company's
future "Year 2000" efforts reveal the costs of corrective action to be higher
than presently estimated and that, if the obligor of the $15 million trade
receivable and $15 million note guaranteed by the company defaults in its
payment obligations, the company's remedies may be insufficient.
-------------------------------------------------------------------------------


                                       10




<PAGE>
<PAGE>


                           PART II. OTHER INFORMATION

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

<TABLE>

<S>                  <C>                         <C>
            a)       Exhibits.

                     No.                        Description

                     11                         Statement re computation of per share earnings.

                     27                         Financial data schedule.

            b)       Reports on Form 8-K.

                     No Current Report on Form 8-K was filed by the
                     Registrant during the second quarter of 1998.
</TABLE>

                                                    
                                      -11-




<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:    August 13, 1998                  /S/ Dirk R. Soutendijk
         ---------------                  ----------------------------------
                                          DIRK R. SOUTENDIJK
                                          VICE PRESIDENT, GENERAL COUNSEL
                                          AND SECRETARY



Date:    August 13, 1998                  /S/ John F. Haren
         ---------------                  ----------------------------------
                                          CONTROLLER


                                      -12-



<PAGE>
<PAGE>