UNION CAMP CORP
424B3, 1995-04-28
PAPER MILLS
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<PAGE>
                                                Filed Pursuant to Rule 424(b)(3)
                                                       Registration No. 33-30599

                                 APPENDIX NO. 7
                                       to
                                   PROSPECTUS
                           (Dated September 7, 1989)
                                       of
                             UNION CAMP CORPORATION

     This Appendix dated April 28, 1995 supplements the information contained in
the  Prospectus,  dated September 7, 1989, the Appendix dated September 7, 1989,
Appendix  No. 2 dated  April 27,  1990,  Appendix  No. 3 dated  April 30,  1991,
Appendix  No. 4 dated April 30,  1992,  Appendix  No. 5 dated April 30, 1993 and
Appendix No. 6 dated April 29, 1994 (collectively, the "Prospectus"),  forming a
part of the  Registration  Statement on Form S-8 (Reg.  No.  33-30599)  filed by
Union Camp  Corporation  ("Union Camp")  relating to the Union Camp  Corporation
1989 Stock Option and Stock Award Plan (the "1989 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.


Current Information;  Employees Entitled to Participate

      As of March 31, 1995,  459  employees  held options to purchase a total of
2,730,596 shares of Common Stock under the 1989 plan. On such date approximately
275  employees,  including all 18 officers,  were eligible to be considered  for
designation  as key  employees by the  Personnel,  Compensation  and  Nominating
Committee,  and, if so designated,  to receive stock options,  restricted  stock
awards,  bonuses  payable in stock or stock  appreciation  rights under the 1989
Plan. As of March 31, 1995,  1,194,811 shares of Common Stock were available for
the granting of options under the 1989 Plan, of which 745,151 were available for
awards  of  restricted  stock.  The  Committee  has  awarded  113,866  shares of
restricted Company Common Stock under the 1989 Plan.

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.

<PAGE>

Options and Related Stock Appreciation Rights Outstanding

        Options  granted  under the 1989 Plan  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         Price Per Share       Dates            Option
- --------          ---------------       ----------       --------
<S>              <C>                  <C>              <C> 

2,730,596*            $42.93            10/29/99 to     Non-Qualified
                                        11/28/04
</TABLE>

* An aggregate of 839,187 related stock appreciation rights are outstanding with
  respect to such shares.

Prospectus Amendments

General Information Regarding the Plan; and The 1989 Plan

On April 27, 1993 the Company's  stockholders approved amendments to the Plan to
increase the number of shares of Company Common Stock which may be issued and as
to which options may be granted  under the 1989 Plan.  In  accordance  with such
amendments,  the number of shares as to which  options may be granted  under the
Plan increased as of January 1, 1995 to 4,295,088, of which up to 859,017 may be
awarded  as  restricted  stock.  Accordingly,  page  3 of the  Prospectus  dated
September 7, 1989 is hereby  further  amended by adding the following text after
the third  sentence  of the  second  paragraph  of the text  under  the  caption
"General Information  Regarding the Plan" and page 5 of the Prospectus is hereby
further  amended by adding the following  text after the second  sentence of the
third paragraph under the caption "The 1989 Plan":


           "The number of shares as to which options may be
           granted  under the Plan  increased as of January
           1, 1995 to  4,295,088,  of which  859,017 may be
           awarded as restricted stock."


Appendix/Prospectus Supplement dated April 28, 1995


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