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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 September 30, 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: (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 [ ]

        69,699,832 shares of Registrant's Common Stock, par value $1 Per Share,
were outstanding as of the close of business on September 30, 1997.



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                             UNION CAMP CORPORATION

                                      INDEX

                                                                            Page
                                                                            ----

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 2.        Changes in Securities                            8

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


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

* 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>

                                                         QUARTER ENDED                    NINE MONTHS ENDED
                                                          SEPTEMBER 30,                     SEPTEMBER 30,
                                                    ---------------------            ----------------------------
                                                    1997             1996                1997             1996
                                                    ----             ----                ----             ----
<S>                                            <C>              <C>                 <C>              <C>         
Net Sales                                      $  1,126,902     $  1,017,310        $  3,289,618     $  2,929,613

Costs and other charges:
   Cost of products sold                            849,318          779,415           2,505,991        2,149,085
   Selling and administrative expenses              125,165          108,970             377,134          319,805
   Depreciation, amortization, and
         cost of timber harvested                    77,064           75,076             232,505          221,756
                                                   --------         --------           ---------        ---------
      Income from operations                         75,355           53,849             173,988          238,967
                                                   --------         --------           ---------        ---------

Gross interest expense                               31,852           29,334              95,067           86,407
   Less capitalized interest                         (2,922)          (1,046)             (7,114)          (2,848)
Other (income) expense - net                         (1,084)            (979)             (2,619)          (2,638)
                                                   --------         --------           ---------        ---------

      Income before income taxes and
          minority interest                          47,509           26,540              88,654          158,046
                                                   --------         --------           ---------        ---------

Income taxes:
   Current                                           12,620            6,591              20,480           38,797
   Deferred                                           4,431            3,147              11,794           20,124
                                                   --------         --------           ---------       ---------

     Total income taxes                              17,051            9,738              32,274           58,921
                                                   --------         --------           ---------        ---------
Minority interest (net of tax)                       (2,899)          (2,449)             (8,592)          (8,130)
                                                   --------         --------           ---------        ---------

      Net Income                               $     27,559     $     14,353        $     47,788      $    90,995
                                               ============     ============        ============      ===========


Earnings per share:                            $       0.40     $       0.21        $       0.69      $      1.32


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

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

<TABLE>
<CAPTION>
                                                                   1997                     1996
                                                                   ----                     ----
        <S>                                                      <C>                      <C>
        Quarter Ended September 30,                              69,546,878               69,421,132

        Nine Months Ended September 30,                          69,359,639               69,164,387

</TABLE>

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>
                                                     SEPTEMBER 30,             DECEMBER 31,
                                                         1997                     1996
                                                         ----                     ----
<S>                                                 <C>                       <C>
ASSETS

Cash and cash equivalents                            $   40,698               $  44,917 

Receivables-net                                         578,095                 544,320 

Inventories at lower of cost or market:
  Finished goods                                        278,292                 270,123 
  Raw materials                                         108,647                 110,569 
  Supplies                                              111,421                 115,741 
                                                        -------                 ------- 
     Total inventories                                  498,360                 496,433 
                                                        -------                 ------- 

Assets held for resale                                   10,933                   6,650 

Other                                                    35,687                  41,790 
                                                      ---------               --------- 
     Total current assets                             1,163,773               1,134,110 
                                                      ---------               --------- 
Plant and equipment, at cost                          6,722,210               6,562,465 
  Less:  accumulated depreciation                     3,338,813               3,161,450 
                                                      ---------               --------- 
                                                      3,383,397               3,401,015 
Timberlands, less cost of timber harvested              359,839                 351,334 
                                                      ---------               --------- 
     Total property                                   3,743,236               3,752,349 
                                                      ---------               --------- 
Other assets                                            247,755                 209,848 
                                                      ---------               --------- 
     Total Assets                                  $  5,154,764             $ 5,096,307 
                                                   ============             =========== 


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                 $    847,395             $  779,869 

Long-term debt                                         1,231,366              1,252,475 

Deferred income taxes                                    736,890                723,431 

Other liabilities and minority interest                  284,223                246,938 

Stockholders' equity (Shares outstanding
   1997: 69,699,832  ;  1996: 69,217,119)              2,054,890              2,093,594 
                                                       ---------              --------- 
     Total Liabilities and Stockholders' Equity     $  5,154,764           $  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>
                                                                                                 NINE MONTHS ENDED
                                                                                                   SEPTEMBER 30,
                                                                                             1997                  1996
                                                                                             ----                  ----
<S>                                                                                     <C>                   <C>
Cash Provided By (Used For) Operations:
  Net income                                                                            $  47,788             $  90,995
  Adjustments to reconcile net income
   to cash provided by operations:
     Depreciation, amortization, and cost of company
      timber harvested                                                                    232,505               221,756
     Deferred income taxes                                                                 11,794                20,124
     Other                                                                                 21,572                11,041
     Changes in operational assets and liabilities:
       Receivables                                                                        (38,422)               25,461
       Inventories                                                                         (5,128)               36,119
       Other assets                                                                         5,168                 1,448
       Accounts payable, taxes and other liabilities                                       (2,301)              (37,148)
                                                                                          -------               ------- 
         Cash Provided By Operations                                                      272,976               369,796
                                                                                          -------               ------- 
Cash (Used For) Provided By Investment Activities:
  Capital expenditures:
     Plant and equipment                                                                 (213,828)             (191,632)
     Timberlands                                                                          (25,645)              (85,878)
  Payments for acquired businesses                                                        (13,890)              (37,269)
  Other                                                                                    19,253                 4,460
                                                                                          -------               ------- 
                                                                                         (234,110)             (310,319)
                                                                                          -------               ------- 
Cash (Used For) Provided By Financing Activities:
  Change in short-term notes payable                                                       57,482                21,003
  Repayments of long-term debt                                                            (15,206)              (48,052)
  Proceeds from the issuance of long-term debt                                             10,000               150,000
  Repurchase of common stock                                                                 --                 (65,114)
  Dividends paid                                                                          (93,681)              (93,550)
                                                                                          -------               ------- 
                                                                                          (41,405)              (35,713)
                                                                                          -------               ------- 
Effect of exchange rate changes on cash                                                    (1,680)                   52
                                                                                          -------               ------- 
Increase (decrease) in cash and cash equivalents                                           (4,219)               23,816
Balance at beginning of year                                                               44,917                30,332
                                                                                          -------               ------- 
Balance at end of period                                                                $  40,698             $  54,148
                                                                                          =======               ======= 
Supplemental cash flow information:
Cash paid during the period for:

    Interest (net of amount capitalized)                                                $  94,946             $  88,639
    Income taxes                                                                        $  22,304             $  44,275
</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 third quarter and nine months of 1997 include
              sales of $183 million and $506 million, respectively, related to
              Alling & Cory, a paper distribution business acquired by the
              company in August 1996. Results for the third quarter and nine
              months of 1996 included sales of $112 million related to Alling &
              Cory.

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

Note  4.      Included in "Other Income/Expense" for the nine months ended
              September 30, 1996 was a $4.2 million pre-tax gain on the sale of
              land by the company's Bush Boake Allen flavor and fragrance
              business.

Note  5.      Included in "Current Liabilities" are $140 million and $114
              million of commercial paper borrowings at September 30, 1997 and
              year-end 1996, respectively.

Note  6.      Included in "Other Liabilities and Minority Interest" at
              September 30, 1997 and year-end 1996 are $87.2 million and $79.3
              million, respectively, representing the minority interest in Union
              Camp's 68% owned subsidiary, Bush Boake Allen.

Note  7.      Certain amounts in the Consolidated Statement of Income have
              been reclassified for 1996 to conform with the 1997 presentation.

                                       -5-



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

Net income for the third quarter of 1997 was $27.6 million or $.40 per share,
compared with $14.4 million or $.21 per share for the third quarter of last year
and $10.6 million or $.15 per share for the second quarter of this year. Income
from operations for the quarter was $75.4 million, a 40% increase from last
year's third quarter and this year's second quarter.

Net income for the first nine months of 1997 was $47.8 million or $.69 per
share, compared with $91.0 million or $1.32 per share for the same period last
year. Operating income for the first nine months of 1997 was $174.0 million, a
27% decrease from the $239.0 million reported for the first nine months of 1996.

Net sales for the third quarter were $1,127 million, 11% above the previous
year's comparable quarter. The third quarter of 1997 included sales of $183
million attributable to The Alling & Cory Company, a paper distribution business
acquired in August 1996. The third quarter of 1996 included sales of $112
million related to Alling & Cory. The impact of this business on third quarter
operating results was not material. Total paper product shipments increased by
5% from last year's third quarter, to approximately 927,000 tons.


                                            Third          Third
Operating Profit by Segment ($000)       Quarter 1997    Quarter 1996
---------------------------------        ------------    ------------
Paper and Paperboard                     $   45,674       $  27,649
Packaging Products                            6,424           9,577
Wood Products                                18,776          16,056
Chemical                                     20,255          16,441
Corporate Items and Eliminations            (15,774)        (15,874)
                                         ----------       --------- 
Income from Operations                   $   75,355       $  53,849
                                         ==========       =========


Operating income for the Paper and Paperboard segment in the third quarter was
$45.7 million, a 65% increase from the $27.6 million reported for the third
quarter of last year. Higher operating profits from lower manufacturing costs
and increased shipments of both domestic and export linerboard were partially
offset by lower average selling prices. Linerboard shipments increased by 28%,
and uncoated business papers volume increased modestly compared with last year's
third quarter. Paper inventories dropped during the third quarter, primarily due
to increased shipments outpacing high production levels and, to a lesser extent,
approximately 32,000 tons of downtime taken. Third quarter average selling
prices for linerboard decreased 4%, while average selling prices for uncoated
business papers increased 2%, compared with last year. Upward movement in
pricing occurred in both linerboard and uncoated business papers during the
third quarter of 1997. Prices of linerboard and uncoated business papers in
September increased by $22 and $55 per ton, respectively, above this year's
second quarter average with additional upward price movement anticipated in the
fourth quarter.

Packaging segment operating income was $6.4 million for the third quarter of
1997, compared with $9.6 million for last year's comparable quarter. Earnings
for the domestic corrugated container operations decreased by 47% compared with
last year's comparable quarter, due to an 8% decline in average selling prices.
Third quarter earnings from the company's overseas container businesses were
well below last year primarily due to lower selling prices, which were partially
offset by increased volume. Operating profit within the flexible packaging
business increased modestly over the same quarter of last year, while operating
profit within the folding carton business decreased substantially from last
year. In October 1997, the company acquired Phoenix Display & Packaging Corp., a
leading marketing, merchandising and point-of-purchase display company based in
New Jersey, for approximately 188 thousand shares of company common stock. Also,
in October 1997, the company sold its Denver container plant as an ongoing
business. The company expects to record a gain from the sale of this facility.

                                       -6-



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<PAGE>


The company's non-paper businesses reported an improvement in operating income,
compared with last year's third quarter. The Wood Products segment reported
third quarter earnings of $18.8 million, a 17% increase over last year's third
quarter, due primarily to a 12% increase in the average selling price of lumber
coupled with an 11% increase in volume. The Chemical segment reported operating
income of $20.3 million, 23% above the third quarter of last year. The favorable
results were attributable to increased earnings within both the company's
Chemical Products Division, due to increased sales, and the company's Bush Boake
Allen business which reported a 13% increase in operating profit compared to
last year's third quarter.

Depreciation expense for the third quarter increased 3% from last year's
comparable quarter, and increased 4% for the first nine months of 1997 compared
with last year. The increase is due to various capital projects becoming
operational, and depreciation expense for Alling & Cory. Gross interest expense
in the third quarter increased compared to the same quarter last year,
reflecting the impact of an increase in outstanding debt, offset in part by an
increase in the amount of interest capitalized.

Cash flow from operations for the first nine months of 1997 was $273.0 million,
compared with $369.8 million for last year's comparable period. The decrease was
primarily due to the lower earnings for the first nine months of this year, and
an increase in receivables. Capital expenditures for the first nine months of
this year totaled $239.5 million, compared with $277.5 million last year, which
included a large timberland acquisition. Total debt increased $52 million during
the first nine months of 1997, primarily attributable to increased commercial
paper borrowings and the issuance of $10 million of 6.1%, 30 year solid waste
disposal facilities bonds. The ratio of total debt to total capital employed
increased slightly to 36.2% at September 30, 1997, compared with 35.3% at
year-end 1996.

Net working capital decreased to $316.4 million at September 30, 1997, from
$354.2 million at year-end 1996, primarily attributable to an increase in
short-term borrowings.

In the third quarter, all outstanding stock appreciation rights previously
granted in tandem with nonqualified stock options under the company's management
incentive program were terminated. This did not have a material impact on
reported earnings. The related stock options were not affected by the decision
and remain outstanding.

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share".
The company is required to adopt this statement for periods ending after
December 15, 1997. In June 1997, the FASB issued SFAS No. 130 "Reporting
Comprehensive Income" and SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information". The company is required to adopt these
statements for periods beginning after December 15, 1997. The statements will
not have a material impact on reported net income.

The company is currently in the process of evaluating its computer software and
databases to ensure that any modifications required to be "Year 2000" compliant
are made in a timely manner. Management does not expect the financial impact of
such modifications to be material to the company's financial position or results
of operations in any period.

-------------------------------------------------------------------------------
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 and competitive pricing pressures.
-------------------------------------------------------------------------------



                                       -7-

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                                     Part II. OTHER INFORMATION

Item 2.        Changes in Securities.

               On October 23, 1997 the Company issued 188,471 shares of its
               Common Stock to Greater New York Box Co., Inc. in consideration
               of the acquisition by the Company of all of the outstanding
               capital stock of Phoenix Display & Packaging Corp. The value of
               the Union Camp Common Stock issued was approximately $11,845,000.
               The number of shares issued is subject to possible future
               adjustment in accordance with the terms of the acquisition
               agreement. The transaction in which the shares of Union Camp
               Common Stock were issued was a private placement exempt from
               registration under Section 4(2) of the Securities Act of 1933.

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

               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 third quarter of 1997.


                                       -8-



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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:   November 7, 1997                     /S/ Dirk R. Soutendijk
                                    ----------------------------------------
                                             DIRK R. SOUTENDIJK
                                             VICE PRESIDENT, GENERAL COUNSEL
                                             AND SECRETARY



Date:   November 7, 1997                     /S/ John F. Haren
                                     ---------------------------------------
                                             CONTROLLER

                                       -9-


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