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
                 DEFERRED STOCK UNIT PLAN FOR OUTSIDE DIRECTORS
                              (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      15,000 shares       $62.5625                    $938,438                     $261.00
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 Deferred Stock Unit Plan for Outside Directors.
          Incorporated by reference to Exhibit A to Registrant's Proxy Statement
          filed March 16, 1998.

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 Deferred Stock Unit Plan for Outside Directors.
          Incorporated by reference to Exhibit A to Registrant's Proxy Statement
          filed March 16, 1998.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18217}]
{"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": "333-69617", "film-number": "98774919"}, "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
                 DEFERRED STOCK UNIT PLAN FOR OUTSIDE DIRECTORS
                              (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      15,000 shares       $62.5625                    $938,438                     $261.00
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 Deferred Stock Unit Plan for Outside Directors.
          Incorporated by reference to Exhibit A to Registrant's Proxy Statement
          filed March 16, 1998.

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 Deferred Stock Unit Plan for Outside Directors.
          Incorporated by reference to Exhibit A to Registrant's Proxy Statement
          filed March 16, 1998.