As filed with the Securities and Exchange Commission on December 23, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       -----------------------------------

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

            A Virginia Corporation                         13-5652423
                                                           I.R.S. Employer
                                                           Identification No.
                                1600 Valley Road
                             Wayne, New Jersey 07470
                            Telephone (973) 628-2000

                             UNION CAMP CORPORATION
                     1989 STOCK OPTION AND STOCK AWARD PLAN
                              (Full Title of Plan)
                       -----------------------------------

                            Dirk R. Soutendijk, Esq.
                  Vice President, General Counsel and Secretary
                             Union Camp Corporation
                                1600 Valley Road
                             Wayne, New Jersey 07470
                                 (973) 628-2000

                      (Name, address and telephone number,
                    including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<S>                          <C>                 <C>                         <C>                          <C>                       
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
Title of Securities          Amount to be        Proposed maximum offering   Proposed maximum aggregate   Amount of
 to be registered            registered          price  per share (1)        offering price (1)           registration fee
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------

Common Stock, $1.00 par      4,170,680 shares    $62.5625                    $260,928,167                 $72,539
value......
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
</TABLE>

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(h) and 457(c) under the Securities Act of 1933,  based
upon the  average of the high and low prices of the Common  Stock as reported on
the New York Stock Exchange, Inc. on December 17, 1998.
 
================================================================================


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Registrant  pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"),  are hereby  incorporated by reference in
this Registration Statement:

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 1997;

     2. The Registrant's  Quarterly  Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;

     3. The  Registrant's  Amended and Restated Current Report on Form 8-K filed
November 30, 1998;

     4. The Registrant's Amendment to Form 8-A filed November 27, 1998; and

     5. The  description of the  Registrant's  Common Stock filed as part of the
Registrant's Current Report on Form 8-K for the month of August, 1988.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

            Not applicable.

Item 5.  Interests of Named Experts and Counsel.

            Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The  By-Laws of the  Company  provide  that each  person who now is, was or
hereafter  becomes a director  or officer  shall be  indemnified  by the Company
against  liabilities  and  expenses  reasonably  incurred  by or imposed on such
person,  including  liabilities  arising  under the  Securities  Act of 1933, as
amended  (the  "Securities  Act"),  in  connection  with  any  action,  suit  or
proceeding  in which such person was, is or is  threatened to be made a party by
reason of such  person  now or  hereafter  being or having  been a  director  or
officer of the Company, only if (i) such person believed, in the case of conduct
in his official  capacity,  that such  conduct was in the best  interests of the
Company, and in all other cases that his conduct was at least not opposed to the
Company's  best  interests,   and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable cause to believe such conduct was unlawful,  (ii)
in connection  with a proceeding by or in the right of the Company,  such person
was not  adjudged  liable  to the  Company  and  (iii)  in  connection  with any
proceeding  charging  improper benefit to such person,  whether or not involving
action in his official  capacity,  he was not adjudged  liable on the basis that
personal benefit was improperly  received by him. Such rights of indemnification
are in addition to any other  rights to which any such person may  otherwise  be
entitled. In addition, directors have indemnification contracts with the Company
which provide for substantially similar indemnification as the By-Laws.

     The Virginia  Stock  Corporation  Act also provides that a corporation  may
indemnify any officer or director against loss and expense  reasonably  incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer or director, on condition such person acted in good
faith and believed  his conduct was in the  corporation's  best  interest in the
case of conduct in his official capacity,  or, in all other cases,  believed his
conduct was not opposed to the best interests of the  corporation.  With respect
to a criminal  proceeding,  a  corporation  may indemnify an officer or director
under the same conditions set forth above if such person had no reasonable cause
to believe his conduct was  unlawful.  With respect to suit brought by or in the
right of the  corporation  to which an officer or director  is adjudged  liable,
indemnification may be made only if a court determines such person is fairly and
reasonably  entitled to indemnification  in view of the relevant  circumstances,
provided  any such  indemnification  shall be  limited  to  reasonable  expenses
incurred.

     The Company maintains both directors' and officers' liability and corporate
reimbursement  insurance  which  provides for payment on behalf of the directors
and officers of all losses of such persons (other than matters uninsurable under
the law) arising from claims, including claims arising under the Securities Act,
for acts or omissions by such persons while acting as directors or officers.

Item 7.  Exemption from Registration Claimed.

             Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Documents

4.1            Articles  of   Incorporation,   as  amended  February  26,  1996.
               Incorporated  by  reference  to Exhibit  3.1 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1995.

4.2            By-Laws,  as amended October 27, 1998.  Incorporated by reference
               to Exhibit 3.2 to Registrant's  Quarterly Report on Form 10-Q for
               the quarter ended September 30, 1998.

5              Opinion  of  White  &  Case,  counsel  to the  Registrant,  dated
               December  23,  1998 with  respect to the legality of the Common
               Stock being registered.

23.1           Consent of PricewaterhouseCoopers LLP, dated December 22, 1998.

23.2           Consent  of  White  &  Case   (included   in  Exhibit  5  to  the
               Registration Statement).

24             Power of Attorney of certain officers and directors  (included on
               pages 5 and 6).

99             Union Camp Corporation 1989 Stock Option and Stock Award Plan, as
               amended.   Incorporated   by   reference   to  Exhibit   10.2  to
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes

          (1) to file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in the registration statement;

          (2) that,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof;

          (3) to remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering; and

          (4)  that,  for  purposes  of  determining  any  liability  under  the
     Securities Act, each filing of the  Registrant's  annual report pursuant to
     Section  13(a)  or  15(d)  of the  Exchange  Act  that is  incorporated  by
     reference  in this  registration  statement  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, or otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>
                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of Wayne,  State of New Jersey, on this 23rd day of
December, 1998.

                                          By /s/ W. Craig McClelland
                                            ------------------------------------
                                          Name:    W. Craig McClelland
                                          Title:   Chairman of the Board
                                                   and Chief Executive Officer


                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints A. William Hamill and Dirk R. Soutendijk,
and each of them severally,  his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
substitutes, may lawfully do or cause to be done virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this registration statement has been signed by the following persons in
the capacities indicated on December 23, 1998.


/s/ W. Craig McClelland                     
---------------------------------                 Director, Chairman of the
W. Craig McClelland                               Board and Chief Executive
                                                  Officer (Principal Executive
                                                  Officer)


/s/ Jerry H. Ballengee                               
---------------------------------                 Director, President and
Jerry H. Ballengee                                Chief Operating Officer


/s/ A. William Hamill                             
---------------------------------                 Executive Vice President
A. William Hamill                                 and Chief Financial
                                                  Officer (Principal Financial
                                                  Officer)


/s/ John F. Haren                                    
---------------------------------                 Controller (Principal
John F. Haren                                     Accounting Officer)


/s/ George D. Busbee                                 
---------------------------------                 Director
George D. Busbee


/s/ Raymond E. Cartledge                    
---------------------------------                 Director
Raymond E. Cartledge


/s/ Sir Colin Corness                                
---------------------------------                 Director
Sir Colin Corness


/s/ Robert D. Kennedy                                
---------------------------------                 Director
Robert D. Kennedy


---------------------------------                 Director
Gary E. MacDougal


/s/ Ann D. McLaughlin                                  
---------------------------------                 Director
Ann D. McLaughlin


/s/ George J. Sella, Jr.                    
---------------------------------                 Director
George J. Sella, Jr.


/s/ Jeremiah J. Sheehan                              
---------------------------------                 Director
Jeremiah J. Sheehan


<PAGE>
                                  EXHIBIT INDEX

Exhibit No.

4.1            Articles  of   Incorporation,   as  amended  February  26,  1996.
               Incorporated  by  reference  to Exhibit  3.1 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1995.

4.2            By-Laws,  as amended October 27, 1998.  Incorporated by reference
               to Exhibit 3.2 to Registrant's  Quarterly Report on Form 10-Q for
               the quarter ended September 30, 1998.

5              Opinion  of  White  &  Case,  counsel  to the  Registrant,  dated
               December  23,  1998 with  respect to the  legality  of the Common
               Stock being registered.

23.1           Consent of PricewaterhouseCoopers LLP, dated December 22, 1998.

23.2           Consent  of  White  &  Case   (included   in  Exhibit  5  to  the
               Registration Statement).

24             Power of Attorney of certain officers and directors  (included on
               pages 5 and 6).

99             Union Camp Corporation 1989 Stock Option and Stock Award Plan, as
               amended.   Incorporated   by   reference   to  Exhibit   10.2  to
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18621}]
{"company-data": {"conformed-name": "UNION CAMP CORP", "cik": "0000100783", "assigned-sic": "2621", "irs-number": "135652423", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69605", "film-number": "98774784"}, "business-address": {"street1": "1600 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07470", "phone": "9736282000"}, "mail-address": {"street1": "1600 VALLEY ROAD", "city": "WAYNE", "state": "NJ", "zip": "07470"}, "former-company": {"former-conformed-name": "UNION BAG CAMP PAPER CORP", "date-changed": "19660921"}}
As filed with the Securities and Exchange Commission on December 23, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       -----------------------------------

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

            A Virginia Corporation                         13-5652423
                                                           I.R.S. Employer
                                                           Identification No.
                                1600 Valley Road
                             Wayne, New Jersey 07470
                            Telephone (973) 628-2000

                             UNION CAMP CORPORATION
                     1989 STOCK OPTION AND STOCK AWARD PLAN
                              (Full Title of Plan)
                       -----------------------------------

                            Dirk R. Soutendijk, Esq.
                  Vice President, General Counsel and Secretary
                             Union Camp Corporation
                                1600 Valley Road
                             Wayne, New Jersey 07470
                                 (973) 628-2000

                      (Name, address and telephone number,
                    including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
Title of Securities          Amount to be        Proposed maximum offering   Proposed maximum aggregate   Amount of
 to be registered            registered          price  per share (1)        offering price (1)           registration fee
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------

Common Stock, $1.00 par      4,170,680 shares    $62.5625                    $260,928,167                 $72,539
value......
---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(h) and 457(c) under the Securities Act of 1933,  based
upon the  average of the high and low prices of the Common  Stock as reported on
the New York Stock Exchange, Inc. on December 17, 1998.
 
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Registrant  pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"),  are hereby  incorporated by reference in
this Registration Statement:

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 1997;

     2. The Registrant's  Quarterly  Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;

     3. The  Registrant's  Amended and Restated Current Report on Form 8-K filed
November 30, 1998;

     4. The Registrant's Amendment to Form 8-A filed November 27, 1998; and

     5. The  description of the  Registrant's  Common Stock filed as part of the
Registrant's Current Report on Form 8-K for the month of August, 1988.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

            Not applicable.

Item 5.  Interests of Named Experts and Counsel.

            Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The  By-Laws of the  Company  provide  that each  person who now is, was or
hereafter  becomes a director  or officer  shall be  indemnified  by the Company
against  liabilities  and  expenses  reasonably  incurred  by or imposed on such
person,  including  liabilities  arising  under the  Securities  Act of 1933, as
amended  (the  "Securities  Act"),  in  connection  with  any  action,  suit  or
proceeding  in which such person was, is or is  threatened to be made a party by
reason of such  person  now or  hereafter  being or having  been a  director  or
officer of the Company, only if (i) such person believed, in the case of conduct
in his official  capacity,  that such  conduct was in the best  interests of the
Company, and in all other cases that his conduct was at least not opposed to the
Company's  best  interests,   and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable cause to believe such conduct was unlawful,  (ii)
in connection  with a proceeding by or in the right of the Company,  such person
was not  adjudged  liable  to the  Company  and  (iii)  in  connection  with any
proceeding  charging  improper benefit to such person,  whether or not involving
action in his official  capacity,  he was not adjudged  liable on the basis that
personal benefit was improperly  received by him. Such rights of indemnification
are in addition to any other  rights to which any such person may  otherwise  be
entitled. In addition, directors have indemnification contracts with the Company
which provide for substantially similar indemnification as the By-Laws.

     The Virginia  Stock  Corporation  Act also provides that a corporation  may
indemnify any officer or director against loss and expense  reasonably  incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer or director, on condition such person acted in good
faith and believed  his conduct was in the  corporation's  best  interest in the
case of conduct in his official capacity,  or, in all other cases,  believed his
conduct was not opposed to the best interests of the  corporation.  With respect
to a criminal  proceeding,  a  corporation  may indemnify an officer or director
under the same conditions set forth above if such person had no reasonable cause
to believe his conduct was  unlawful.  With respect to suit brought by or in the
right of the  corporation  to which an officer or director  is adjudged  liable,
indemnification may be made only if a court determines such person is fairly and
reasonably  entitled to indemnification  in view of the relevant  circumstances,
provided  any such  indemnification  shall be  limited  to  reasonable  expenses
incurred.

     The Company maintains both directors' and officers' liability and corporate
reimbursement  insurance  which  provides for payment on behalf of the directors
and officers of all losses of such persons (other than matters uninsurable under
the law) arising from claims, including claims arising under the Securities Act,
for acts or omissions by such persons while acting as directors or officers.

Item 7.  Exemption from Registration Claimed.

             Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Documents

4.1            Articles  of   Incorporation,   as  amended  February  26,  1996.
               Incorporated  by  reference  to Exhibit  3.1 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1995.

4.2            By-Laws,  as amended October 27, 1998.  Incorporated by reference
               to Exhibit 3.2 to Registrant's  Quarterly Report on Form 10-Q for
               the quarter ended September 30, 1998.

5              Opinion  of  White  &  Case,  counsel  to the  Registrant,  dated
               December  23,  1998 with  respect to the legality of the Common
               Stock being registered.

23.1           Consent of PricewaterhouseCoopers LLP, dated December 22, 1998.

23.2           Consent  of  White  &  Case   (included   in  Exhibit  5  to  the
               Registration Statement).

24             Power of Attorney of certain officers and directors  (included on
               pages 5 and 6).

99             Union Camp Corporation 1989 Stock Option and Stock Award Plan, as
               amended.   Incorporated   by   reference   to  Exhibit   10.2  to
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes

          (1) to file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in the registration statement;

          (2) that,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof;

          (3) to remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering; and

          (4)  that,  for  purposes  of  determining  any  liability  under  the
     Securities Act, each filing of the  Registrant's  annual report pursuant to
     Section  13(a)  or  15(d)  of the  Exchange  Act  that is  incorporated  by
     reference  in this  registration  statement  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, or otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of Wayne,  State of New Jersey, on this 23rd day of
December, 1998.

                                          By /s/ W. Craig McClelland
                                            ------------------------------------
                                          Name:    W. Craig McClelland
                                          Title:   Chairman of the Board
                                                   and Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints A. William Hamill and Dirk R. Soutendijk,
and each of them severally,  his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
substitutes, may lawfully do or cause to be done virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this registration statement has been signed by the following persons in
the capacities indicated on December 23, 1998.

/s/ W. Craig McClelland                     
---------------------------------                 Director, Chairman of the
W. Craig McClelland                               Board and Chief Executive
                                                  Officer (Principal Executive
                                                  Officer)

/s/ Jerry H. Ballengee                               
---------------------------------                 Director, President and
Jerry H. Ballengee                                Chief Operating Officer

/s/ A. William Hamill                             
---------------------------------                 Executive Vice President
A. William Hamill                                 and Chief Financial
                                                  Officer (Principal Financial
                                                  Officer)

/s/ John F. Haren                                    
---------------------------------                 Controller (Principal
John F. Haren                                     Accounting Officer)

/s/ George D. Busbee                                 
---------------------------------                 Director
George D. Busbee

/s/ Raymond E. Cartledge                    
---------------------------------                 Director
Raymond E. Cartledge

/s/ Sir Colin Corness                                
---------------------------------                 Director
Sir Colin Corness

/s/ Robert D. Kennedy                                
---------------------------------                 Director
Robert D. Kennedy

---------------------------------                 Director
Gary E. MacDougal

/s/ Ann D. McLaughlin                                  
---------------------------------                 Director
Ann D. McLaughlin

/s/ George J. Sella, Jr.                    
---------------------------------                 Director
George J. Sella, Jr.

/s/ Jeremiah J. Sheehan                              
---------------------------------                 Director
Jeremiah J. Sheehan
EXHIBIT INDEX

Exhibit No.

4.1            Articles  of   Incorporation,   as  amended  February  26,  1996.
               Incorporated  by  reference  to Exhibit  3.1 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1995.

4.2            By-Laws,  as amended October 27, 1998.  Incorporated by reference
               to Exhibit 3.2 to Registrant's  Quarterly Report on Form 10-Q for
               the quarter ended September 30, 1998.

5              Opinion  of  White  &  Case,  counsel  to the  Registrant,  dated
               December  23,  1998 with  respect to the  legality  of the Common
               Stock being registered.

23.1           Consent of PricewaterhouseCoopers LLP, dated December 22, 1998.

23.2           Consent  of  White  &  Case   (included   in  Exhibit  5  to  the
               Registration Statement).

24             Power of Attorney of certain officers and directors  (included on
               pages 5 and 6).

99             Union Camp Corporation 1989 Stock Option and Stock Award Plan, as
               amended.   Incorporated   by   reference   to  Exhibit   10.2  to
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996.