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                       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 March 31, 1997
                                       --------------

                                       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: (201) 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 [ ]

        69,260,365 shares of Registrant's  Common Stock, par value $1 Per Share,
were outstanding as of the close of business on April 30, 1997.





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                             UNION CAMP CORPORATION



                                             INDEX

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----

<S>                                                                                    <C>
Part I.        FINANCIAL INFORMATION*
               Item 1.       Financial Statements.                                     2

               Item 2.       Management's Discussion and
                             Analysis of Financial Condition
                             and Results of Operations.                                6






Part II.       OTHER INFORMATION

               Item 4.       Submission of Matters to a Vote of
                             Security-Holders.                                         8

               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, 1996 which
     has previously been filed with the Commission.




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                          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>
                                                                         THREE MONTHS ENDED
                                                                             MARCH 31,
                                                               ------------------------------------
                                                                  1997                    1996
                                                                  ----                    ----

<S>                                                            <C>                     <C>        
Net Sales                                                      $ 1,057,125             $   978,255

Costs and other charges:

   Cost of products sold                                           812,133                 674,685
   Selling and administrative expenses                             122,527                 103,034
   Depreciation, amortization, and cost of timber harvested         77,638                  72,875
                                                                   -------                 -------
 
      Income from operations                                        44,827                 127,661
                                                                   -------                 -------

Gross interest expense                                              31,062                  28,232
   Less capitalized interest                                        (2,153)                   (860)
Other (income) expense -net                                         (2,935)                  3,540
                                                                   -------                 -------


      Income before income taxes and minority interest              18,853                  96,749
                                                                   -------                 -------

Income taxes:

   Current                                                           2,706                  22,449
   Deferred                                                          4,006                  13,349
                                                               -----------             -----------
      Total income taxes                                             6,712                  35,798
                                                               -----------             -----------
Minority interest (net of tax)                                      (2,523)                 (2,448)

      Net Income                                               $     9,618             $    58,503
                                                               ===========             ===========

Earnings per share:                                            $      0.14             $      0.85

Dividends per share                                            $      0.45             $      0.45
</TABLE>

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

               1997:  69,240,938          1996:  69,108,949

See also the accompanying notes to consolidated financial statements.

                                      -2-



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

<TABLE>
<CAPTION>
                                                        MARCH 31,                 DECEMBER 31,
                                                          1997                      1996
                                                      ------------              -------------
<S>                                                   <C>                       <C>       
ASSETS                                               
Cash and cash equivalents                             $   57,666                $   44,917
                                                     
Receivables-net                                          560,066                   544,320
                                                     
Inventories at lower of cost or market:              
                                                     
  Finished goods                                         287,056                   270,123
  Raw materials                                          104,725                   110,569
  Supplies                                               114,830                   115,741
                                                     -----------               -----------
     Total inventories                                   506,611                   496,433
                                                     -----------               -----------
Assets held for resale                                     1,803                     6,650
Other                                                     39,368                    41,790
                                                     -----------               -----------
     Total current assets                              1,165,514                 1,134,110
                                                     -----------               -----------
Plant and equipment, at cost                           6,614,055                 6,562,465 
  Less:  accumulated depreciation                      3,222,810                 3,161,450
                                                     -----------               -----------
                                                       3,391,245                 3,401,015
Timberlands, less cost of timber harvested               352,544                   351,334
                                                     -----------               -----------
     Total property                                    3,743,789                 3,752,349
                                                     -----------               -----------
Other assets                                             222,455                   209,848
                                                     -----------               -----------
     Total Assets                                    $ 5,131,758               $ 5,096,307
                                                     ===========               ===========
                                                     
                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY                 
                                                     
Current liabilities                                   $  846,166                $  779,869
                                                     
Long-term debt                                         1,250,052                 1,252,475
                                                     
Deferred income taxes                                    726,856                   723,431
                                                     
Other liabilities and minority interest                  243,787                   246,938
                                            
Stockholders' equity (Shares outstanding

(1997:  69,254,153;    1996:  69,217,119)              2,064,897                 2,093,594
                                                     -----------               -----------
     Total Liabilities and Stockholders' Equity      $ 5,131,758               $ 5,096,307
                                                     ===========               ===========
</TABLE>


  See also the accompanying notes to consolidated financial statements.


                                      -3-



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                             UNION CAMP CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                ($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                --------------------------------
                                                                                   1997                 1996
                                                                                   ----                 ----
<S>                                                                             <C>                   <C>      
Cash Provided By (Used For) Operations:
  Net income                                                                    $   9,618             $  58,503
  Adjustments to reconcile net income
   to cash provided by operations:
     Depreciation, amortization, and cost of company
      timber harvested                                                             77,638                72,875
     Deferred income taxes                                                          4,006                13,349
     Other                                                                          5,393                 7,887

     Changes in operational assets and liabilities:

       Receivables                                                                (21,336)               (6,769)
       Inventories                                                                (14,007)                8,146
       Other assets                                                                 2,535                 4,389

       Accounts payable, taxes and other liabilities                              (29,812)              (17,766)
                                                                                ---------             ---------
         Cash Provided By Operations                                               34,035               140,614
                                                                                ---------             ---------
Cash (Used For) Provided By Investment Activities:
  Capital expenditures:

     Plant and equipment                                                          (67,720)              (53,155)
     Timberlands                                                                   (5,141)              (74,043)

  Payments for acquired businesses                                                 (6,750)              (31,850)
  Other                                                                            (5,338)              (13,410)
                                                                                ---------             ---------
                                                                                  (84,949)             (172,458)
                                                                                ---------             ---------
Cash (Used For) Provided By Financing Activities:

  Change in short-term notes payable                                               98,071                82,230
  Repayments of long-term debt                                                     (2,989)              (20,845)
  Dividends paid                                                                  (31,160)              (31,103)
                                                                                ---------             ---------
                                                                                   63,922                30,282
                                                                                ---------             ---------

Effect of exchange rate changes on cash                                              (259)                   74
                                                                                ---------             ---------
Increase (decrease) in cash and cash equivalents                                   12,749                (1,488)

Balance at beginning of year                                                       44,917                30,332
                                                                                ---------             ---------
Balance at end of period                                                        $  57,666             $  28,844
                                                                                =========             =========
Supplemental cash flow information:
  Cash paid during the period for:
    Interest (net of amount capitalized)                                        $  34,685             $  33,847
    Income taxes                                                                $   4,145             $   7,147
</TABLE>


See also the accompanying notes to consolidated financial statements.


                                      -4-


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                             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.       Results  for the  first  quarter  of 1997  include  sales  of $158
              million  related to Alling & Cory, a paper  distribution  business
              acquired by the company in August 1996.

Note 3.       Included in "Other  Income/Expense"  for the first quarter of 1997
              is a $1.9 million  pre-tax gain from the sale of company  property
              previously recorded in "Assets held for resale".

Note 4.       Included  in  "Current  Liabilities"  are  $198  million  and $114
              million  of  commercial  paper  borrowings  at March 31,  1997 and
              year-end 1996, respectively.

Note 5.       Included in "Other Liabilities and Minority Interest" at March 31,
              1997 and  year-end  1996 are  $81.6  million  and  $79.3  million,
              respectively,  representing the minority  interest in Union Camp's
              68% owned subsidiary, Bush Boake Allen.

Note 6.       Certain immaterial amounts in the Consolidated Statement of Income
              have  been   reclassified  for  1996  to  conform  with  the  1997
              presentation.


                                       5


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                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Net  income for the first  quarter  of 1997 was $9.6  million or $.14 per share,
compared to $58.5  million or $.85 per share for the first quarter of last year.
The significant  earnings  decrease reflects the continued  unfavorable  pricing
climate in the company's  principal paper product markets.  Operating income for
the quarter was $44.8 million,  a 65% decrease from the $127.7 million  reported
for last year's first quarter.

Net sales for the first  quarter  were  $1,057  million,  8% above the  previous
year's comparable  quarter.  Included in the first quarter sales is $158 million
from The Alling & Cory Company, a paper distribution business acquired in August
1996.  The impact of that  business on first quarter  operating  results was not
material.  Despite  weak  market  conditions,   total  paper  product  shipments
(excluding Alling & Cory) for the quarter were approximately  879,000 tons, a 3%
increase from last year's first quarter shipments of approximately 854,000 tons.

Operating income for the paper and paperboard segment was $20.4 million,  an 81%
decrease  from the $105.4  million  reported for the first 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.
These  prices  weakened in the fourth  quarter of 1996,  and  continued  to move
downward as the year 1997 began.  However,  some upward movement in pricing,  as
well as improved order backlog,  were noted in certain uncoated  business grades
at the beginning of the second quarter of 1997.  For the first quarter,  average
prices for the company's  domestic  linerboard and uncoated business papers were
down 33% and 18%,  respectively,  compared to last year's  first  quarter.  As a
result of the softness in the market, the company took approximately 30,000 tons
of linerboard  downtime during the first quarter.  However,  during the quarter,
results for the company's primary mills reflected favorable operating costs.

Packaging  segment  operating  income was $10.3 million for the first quarter of
1997,  compared to $12.4 million for last year's  comparable  quarter,  although
demand  remains  healthy.  The domestic  corrugated  container  operations  were
primarily  responsible for the lower level of earnings for the segment.  Average
selling  prices  for these  operations  decreased  by 21% and  volume  decreased
slightly.   First  quarter  earnings  from  the  company's   overseas  container
operations increased  substantially over last year's comparable quarter due to a
modest  increase  in volume and  improved  margins.  Earnings  for the  flexible
packaging  operations  were down modestly  compared to the first quarter of last
year,  due to increased  manufacturing  costs and decreased  volume.  During the
first quarter of 1997, the company closed its Denton,  Texas flexible  packaging
plant and consolidated its operations into other plants. Additionally during the
quarter,  the company acquired a majority interest in Puntapel S.A., a multiwall
packaging plant in Argentina.

The company's  non-paper  businesses  reported a combined  increase in operating
income,  compared to last year's first  quarter.  Operating  income for the wood
products segment increased by 139% to $12.9 million for the quarter, compared to
$5.4  million for last year's  comparable  quarter.  The  increase is  primarily
attributable  to a 28% increase in lumber prices  combined with a 3% increase in
volume.  Operating  income for the  chemical  segment was $15.9  million for the

                                       6


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quarter,  compared to $17.2 million for last year's first  quarter.  Unfavorable
foreign exchange rates were a major factor in this difference.

Depreciation  expense increased 5% in the first quarter of 1997 from last year's
comparable  period.  The increase is due to a higher level of capital investment
and depreciation expense for Alling & Cory.

Cash  flow from  operations  for the first  quarter  of 1997 was $34.0  million,
compared to $140.6 million for last year's comparable  period.  The decrease was
primarily  due to  lower  earnings  for the  first  quarter  of this  year,  and
increased  investment in working  capital.  Capital  expenditures  for the first
quarter totaled $72.9 million, compared to $127.2 million in the same quarter of
last year, which included a large timberland  acquisition.  Total debt increased
$95.1 million during the first quarter of 1997. The ratio of total debt to total
capital was 36.8% at March 31, 1997, compared to 35.3% at year-end 1996.

Net working  capital was $319.3  million at March 31,  1997,  compared to $354.2
million at  year-end  1996.  The  decrease  in  working  capital  was  primarily
attributable to an increase in short-term debt at the end of the first quarter.

In February  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share".
The company plans to adopt this  statement for interim and annual periods ending
after December 15, 1997, which is the statement's  effective date. The statement
is not expected to have a material impact on the company.

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.


                                       7


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                           Part II. OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security-Holders.

               The  Company's  annual  meeting of its  stockholders  was held on
               April 29, 1997.

               At the annual  meeting the  Company's  stockholders  voted on six
               proposals:  (1)  the  election  of  four  nominees  to  serve  as
               directors  for three  year  terms and one  nominee  to serve as a
               director  for a one  year  term;  (2)  the  ratification  of  the
               appointment of Price  Waterhouse as independent  accountants  for
               the  year  1997;  (3)  the  approval  of  the  Restricted   Stock
               Performance  Plan;  (4) the  approval of an amendment to the 1989
               Stock Option and Stock Award Plan; (5) a stockholder  proposal to
               establish a timetable  to  eliminate  organochlorines;  and (6) a
               stockholder proposal to endorse the CERES Principles.  The voting
               of the Company's stockholders as to these matters was as follows:

               1.   Election of Directors.

                                                                       Votes
                    Nominees                    Votes For            Withheld
                    --------                    ---------            --------
                    Sir Colin Corness          59,747,740            2,072,949
                    Robert D. Kennedy          59,786,546            2,034,143
                    W. Craig McClelland        59,724,609            2,096,080
                    James M. Reed              59,789,668            2,031,021
                    Jeremiah J. Sheehan        59,753,916            2,066,773

               2.   Ratification of Appointment of Accountants.

                                                  Votes
                               Votes For         Against        Abstentions
                               ---------         -------        -----------
                               61,675,688         58,056           86,945

               3.   Approval of the Restricted Stock Performance Plan.

                                                  Votes
                               Votes For         Against        Abstentions
                               ---------         -------        -----------
                               55,354,813        6,139,657        326,219

               4.   Amendment to the Stock Option and Stock Award Plan.

                                                  Votes
                                Votes For        Against        Abstentions
                                ---------        -------        ------------
                               51,441,454       10,005,105        374,130

                                       -8-



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                5.  Stockholder Proposal to  Establish a  Timetable to Eliminate
                    Organochlorines.

                                    Votes                             Broker
                    Votes For      Against          Abstentions      Non-Votes
                    ---------      -------          -----------      ---------
                    2,241,432     50,677,548         4,224,478       4,677,231


                6.   Stockholder Proposal to Endorse the CERES Principles.

                                      Votes                            Broker
                    Votes For        Against        Abstentions       Non-Votes
                    ---------         -------       -----------       ---------
                    4,166,368        47,990,672      4,986,418        4,677,231

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

               a)     Exhibits.

                      No.        Description
                      --         -----------

                      10.1       Restricted Stock Performance Plan.

                      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 first quarter of 1997.

                                       -9-



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                                   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:   May 13, 1997                        /S/ Dirk R. Soutendijk
        ------------                        ------------------------------------
                                            DIRK R. SOUTENDIJK
                                            VICE PRESIDENT, GENERAL COUNSEL
                                            AND SECRETARY



Date:   May 13, 1997                        /S/ James M. Reed
        ------------                        ------------------------------------
                                            VICE CHAIRMAN OF THE BOARD AND
                                            CHIEF FINANCIAL OFFICER


                                             -10-


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                                  EXHIBIT INDEX

                                                       SEQUENTIALLY
                                                          NUMBERED
NO.            DESCRIPTION                                 PAGE

10.1           Restricted Stock Performance Plan            13

11             Statement re computation of per              31
               share earnings

27             Financial data schedule                      32



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