UNION CAMP CORP
8-K, 1996-08-16
PAPER MILLS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                   FORM 8-K



                                Current Report

    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 16, 1996

                            Union Camp Corporation
            (Exact name of registrant as specified in its charter)

          Virginia                    1-4001                13-5652423
(State or other jurisdiction        (Commission            (IRS Employer
     of incorporation)              File Number)         Identification No.)

      1600 Valley Road, Wayne, N.J.                          07470
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (201) 628-2000

                                      N/A
        (Former name or former address, if changed since last report.)
<PAGE>

ITEM 5.  OTHER EVENTS.

     Union Camp Corporation (the "Company") hereby files with the Securities
and Exchange Commission (the "Commission"), Form T-1, Statement of Eligibility
under the Trust Indenture Act of 1939 of a Corporation Designated to Act as
Trustee.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

1.   Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939
     of a Corporation Designated to Act as Trustee.


                                  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 hereunto duly authorized.

                              UNION CAMP CORPORATION
                                (Registrant)


Date: August 16, 1996           By      /s/ Donald W. Barney
                                Name:   Donald W. Barney
                                Title:  Vice President and Treasurer
                                             
<PAGE>
                                 EXHIBIT INDEX



EXHIBIT NO.    DESCRIPTION                                       PAGE NO.

EX-25          Form T-1, Statement of Eligibility under             3
               the Trust Indenture Act of 1939 of a 
               Corporation Designated to Act as Trustee.



                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305(b)(2)           |__|

                                                  

                             THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)


New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

48 Wall Street, New York, N.Y.                         10286
(Address of principal executive offices)               (Zip code)


                            UNION CAMP CORPORATION
              (Exact name of obligor as specified in its charter)

Virginia                                               13-5652423
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

1600 Valley Road
Wayne, New Jersey                                      07470
(Address of principal executive offices)               (Zip code)

                            ______________________

                                Debt Securities
                      (Title of the indenture securities)
<PAGE>
1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE
     TRUSTEE:

     (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.

<TABLE>
<CAPTION>
         Name                                        Address
         <S>                                         <C>
         Superintendent of Banks of the              2 Rector Street, New York,
         State of New York                           N.Y.  10006, and Albany, N.Y. 12203

         Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                                     N.Y.  10045

         Federal Deposit Insurance Corporation       Washington, D.C.  20429

         New York Clearing House Association         New York, New York

</TABLE>

     (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION. 

     None.  (See Note on page 3.)

16.  LIST OF EXHIBITS. 

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
     ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
     RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24
     OF THE COMMISSION'S RULES OF PRACTICE.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
          1 to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act. 
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or
          examining authority.
<PAGE>
                                     NOTE

     Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

     Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.


                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 15th day of August, 1996.


                                        THE BANK OF NEW YORK



                                        By: /s/ PAUL J. SCHMALZEL    
                                            Name:  PAUL J. SCHMALZEL
                                            Title: ASSISTANT TREASURER
<PAGE>

                                                                     Exhibit 7
                                                                  

                      Consolidated Report of Condition of

                             THE BANK OF NEW YORK

                    of 48 Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                Dollar Amounts
ASSETS                                                            in Thousands
<S>                                                             <C>           
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin ..................                             $ 2,461,550
  Interest-bearing balances ..........                                 835,563
Securities:
  Held-to-maturity securities ........                                 802,064
  Available-for-sale securities ......                               2,051,263
Federal funds sold in domestic of-
fices of the bank:
Federal funds sold ...................                               3,885,475
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income .................27,820,159
  LESS: Allowance for loan and
    lease losses ..............509,817
  LESS: Allocated transfer risk
    reserve......................1,000
    Loans and leases, net of unearned
    income, allowance, and reserve                                  27,309,342
Assets held in trading accounts ......                                 837,118
Premises and fixed assets (including
  capitalized leases) ................                                 614,567
Other real estate owned ..............                                  51,631
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                                 225,158
Customers' liability to this bank on
  acceptances outstanding ............                                 800,375
Intangible assets ....................                                 436,668
Other assets .........................                               1,247,908
Total assets .........................                             $41,558,682

LIABILITIES
Deposits:
  In domestic offices ................                             $18,851,327
  Noninterest-bearing .......7,102,645
  Interest-bearing .........11,748,682
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...                              10,965,604
  Noninterest-bearing ..........37,855
   Interest-bearing .........10,927,749
Federal funds purchased and secu-
  rities sold under agreements to re-
  purchase in domestic offices of
  the bank and of its Edge and
<PAGE>
  Agreement subsidiaries, and in
  IBFs:
  Federal funds purchased ............                               1,224,886
  Securities sold under agreements
    to repurchase ....................                                  29,728
Demand notes issued to the U.S.
  Treasury ...........................                                 118,870
Trading liabilities ..................                                 673,944
Other borrowed money:
  With original maturity of one year
    or less ..........................                               2,713,248
  With original maturity of more than
    one year .........................                                  20,780
Bank's liability on acceptances exe-
  cuted and outstanding ..............                                 803,292
Subordinated notes and debentures ....                               1,022,860
Other liabilities ....................                               1,590,564
Total liabilities ....................                              38,015,103

EQUITY CAPITAL
Common stock ........................                                  942,284
Surplus .............................                                  525,666
Undivided profits and capital
  reserves ..........................                                2,078,197
Net unrealized holding gains
  (losses) on available-for-sale
  securities ........................                                    3,197
Cumulative foreign currency transla-
  tion adjustments ..................                              (    5,765)
Total equity capital ................                                3,543,579
Total liabilities and equity
  capital .........................                                $41,558,682

</TABLE>

   I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                             Robert E. Keilman

   We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                        
   J. Carter Bacot      
   Thomas A. Renyi           Directors
   Alan R. Griffith     
                        
                                                                  


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