UNION CAMP CORP
424B3, 1995-04-28
PAPER MILLS
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<PAGE>

                        Filed Pursuant to Rule 424(b)(3
                               Registration No. 2-91519



                   APPENDIX NO. 11
                          to
                      PROSPECTUS
                (Dated June 26, 1984)
                          of
                UNION CAMP CORPORATION

     This Appendix dated April 28, 1995 supplements the
information contained in the Prospectus dated June  26,
1984, the Appendix dated June 26, 1984, Appendix No.  1
dated  April 30, 1985, Appendix No. 2 dated  April  30,
1986, Appendix No. 3 dated April 30, 1987, Appendix No.
4  dated April 29, 1988, Appendix No. 5 dated April 27,
1989, Appendix No. 6 dated April 27, 1990, Appendix No.
7  dated April 30, 1991, Appendix No. 8 dated April 30,
1992,  Appendix No. 9 dated April 30, 1993 and Appendix
No.   10  dated  April  29,  1994  (collectively,   the
"Prospectus"),  forming  a  part  of  the  Registration
Statement on Form S-8 (Reg. No. 2-91519) filed by Union
Camp  Corporation  ("Union  Camp")  relating  to  Union
Camp's 1982 Stock Option Plan (the "1982 Plan").  Union
Camp  intends  to  update at least annually,  and  more
often when necessary, the information contained in this
Appendix,  which  is incorporated by reference  in  and
made a part of the Prospectus.  Employees receiving the
Prospectus  and this Appendix are urged to retain  them
for future reference.  All Appendices to the Prospectus
are  an  integral part of the Prospectus and should  be
read in their entirety in conjunction therewith.

Options or Rights

      As of April 25, 1989, no further options or stock
appreciation  rights shall be granted  under  the  1982
Stock Option Plan.

Current Information;  Employees Entitled to Participate

      As  of  March 31, 1995, a total of 103  employees
held  options  outstanding  under  the  1982  Plan   to
purchase  an  aggregate  of 437,425  shares  of  Common
Stock.

      As of March 31, 1995, in addition to employees of
Union  Camp,  certain  employees of  Bush  Boake  Allen
Limited, Bush Boake Allen Inc., Cartonajas Union, S.A.,
the  Branigar Organization, Inc. and Union Camp Ireland
Limited, subsidiaries of Union Camp, were participating
in the 1982 Plan.

<PAGE>
Plan Administration

       As  of  April  28,  1995,  the  members  of  the
Personnel, Compensation and Nominating Committee, their
addresses and their positions with Union Camp  were  as
follows:

           Robert D. Kennedy, Chairman of the Committee
and Director
          Gary E. MacDougal, Director
          George J. Sella, Jr., Director
          Ted D. Simmons, Director

     The address of each member is c/o Secretary, Union
Camp  Corporation, 1600 Valley Road, Wayne, New  Jersey
07470.


Options   and   Related   Stock   Appreciation   Rights
Outstanding

      Options  granted under the Plans  which  remained
outstanding and unexercised as of March 31, 1995,  held
by  employees  of  Union  Camp  and  its  subsidiaries,
including directors and officers, were as follows:

<TABLE>
<CAPTION>
Number     Average Option     Expiration    Type of
of Shares  Prices Per Share   Dates         Option
<S>        <C>                <C>           <C>
409,240*     $35.14           9/22/95  to   Non-Qualified
                              1/30/99

28,185**     $25.38           9/22/95       Incentive
</TABLE>

* An  aggregate  of 209,769 related stock  appreciation
  rights  are      outstanding  with  respect  to  such
  shares.

**An  aggregate  of  16,075 related stock  appreciation
  rights  are      outstanding  with  respect  to  such
  shares.

Appendix/Prospectus Supplement dated April 28, 1995

                                -2-




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