UNION CAMP CORP
424B3, 1997-04-30
PAPER MILLS
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                                                Filed Pursuant to Rule 424(b)(3)
                                                       Registration No. 33-30599

                                 APPENDIX NO. 9
                                       to
                                   PROSPECTUS
                            (Dated September 7, 1989)
                                       of
                             UNION CAMP CORPORATION

        This Appendix dated April 30, 1997 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,
Appendix  No. 6 dated April 29,  1994,  Appendix  No. 7 dated April 28, 1995 and
Appendix No. 8 dated April 26, 1996 (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, 1997,  543 employees held options to purchase a total of
3,882,421 shares of Common Stock under the 1989 plan. On such date approximately
375  employees,  including all 25 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, 1997,  493,995  shares of Common Stock were  available for
the granting of options under the 1989 Plan, of which 493,995 were available for
awards  of  restricted  stock.  The  Committee  has  awarded  156,289  shares of
restricted Company Common Stock under the 1989 Plan.

Plan Administration

        As of April 30, 1997,  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
               Sir Colin Corness, Director
               Gary E. MacDougal, Director
               George J. Sella, Jr., Director
               Ted D. Simmons, Director



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        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 1989 Plan  which  remained  outstanding  and
unexercised  as of March  31,  1997,  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>                         
3,882,421*              $45.42              10/29/99 to          Non-Qualified
                                            11/24/06

</TABLE>

*   An aggregate of 970,101  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, 1997 to 5,678,039,  of which up to 1,135,607 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,
               1997 to  5,678,039,  of  which  1,135,607  may  be
               awarded as restricted stock."

Appendix/Prospectus Supplement dated April 30, 1997


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