UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                       Caraustar Industries, Incorporated
                                (Name of Issuer)

                     Common Stock, par value $ .10 per share
                         (Title of Class of Securities)

                                    140909102
                                 (CUSIP Number)




Check the following box if a fee is being paid with this statement  [x]. (A  fee
is not required only if the filing  person: (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



                              (Continued on the following page(s))
                                      Page 1 of  4   Pages






                                                                    Page 2 of 4






CUSIP NO.    140909102

(1)       Names of Reporting Persons S.S. or I.R.S. Identification Nos. of 
          Above Persons:

          First Union Corporation           56-0898180


(2)       Check the Appropriate Box if a Member of a Group (See Instructions)
          (a) [ ]
          (b) [ ]


(3)       SEC Use Only


(4)       Citizenship or Place of Organization:

          North Carolina


Number of Shares         (5)  Sole Voting Power             1,121,066
                              -----------------           -----------
Beneficially             (6)  Shared Voting Power                   0
                              -------------------         -----------
Owned by Each            (7)  Sole Dispositive Power        1,781,260
                              ----------------------      -----------
Reporting Person With:   (8)  Shared Dispositive Power              0
                              ------------------------    -----------


(9)   Aggregate Amount Beneficially Owned by Each Reporting Person

      1,781,260

(10)  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See 
      Instructions)[ ]


(11)  Percent of Class Represented by Amount in Row 9

      6.97%  (based on   25,567,000   shares outstanding on  12/31/95 )
                       --------------                       ---------

(12)  Type of Reporting Person (See Instructions)

      First Union Corporation (HC)












                                                                     Page 3 of 4
Item 1(a)   Name of Issuer:

            Caraustar Industries, Incorporated

Item 1(b)   Address of Issuer's Principal Executive Offices:

            3100 Washington Street
            Austell, GA  30001

Item 2(a)   Name of Person Filing:

            First Union Corporation

Item 2(b)   Address of Principal Business Office or, if none, Residence:

            One First Union Center
            Charlotte, North Carolina 28288-0137

Item 2(c)   Citizenship:

            North Carolina

Item 2(d)   Title of Class of Securities:

            Common Stock

Item 2(e)   CUSIP Number:

            140909102

Item 3      If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), 
            check whether the person filing is a:

             (g)  [X] Parent Holding Company, in accordance with section 
                      240.13d-1(b) (ii) (G)

Item 4      Ownership.

             (a)  Amount Beneficially Owned:                           1,781,260
                                                                     -----------
             (b)  Percent of Class:                                    6.97%
                                                                     -------
             (c)  Number of shares as to which such person has:



                                                                                

                 (I)    sole power to vote or to direct the vote                       1,121,066
                                                                                     -----------
                 (ii)   shared power to vote or to direct the vote                             0
                                                                                   -------------
                 (iii)  sole power to dispose or to direct the disposition of          1,781,260
                                                                                     -----------
                 (iv)   shared power to dispose or to direct the disposition of                0
                                                                                  --------------


Item 5       Ownership of Five Percent or Less of a Class.

             Not applicable

Item 6       Ownership of More Than Five Percent on Behalf of Another Person.

             Not applicable






                                                                     Page 4 of 4

Item 7       Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on by the Parent Holding Company.

             First Union National Bank of North Carolina             56-0900030


First Union Corporation is filing this schedule pursuant to Rule 13d-1(b)(ii)(G)
as indicated  under Item 3(g).  The relevant  subsidiary is First Union National
Bank of North Carolina (BK). Such  subsidiary  holds the security being reported
on in a fiduciary capacity for customers of such subsidiary.


Item 8       Identification and Classification of Members of the Group.

             Not applicable

Item 9       Notice of Dissolution of Group.

             Not applicable

Item 10      Certification.

             By signing  below,  I certify that, to the best of my knowledge and
             belief,  the  securities  referred  to above were  acquired  in the
             ordinary  course of business  and were not acquired for the purpose
             of and do not  have the  effect  of  changing  or  influencing  the
             control of the issuer of such  securities  and were not acquired in
             connection with or as a participant in any transaction  having such
             purposes or effect.


Signature.

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

FIRST UNION CORPORATION

February 12, 1996
Date



Signature

Dorothy F. Crowe Assistant Vice President & Compliance Officer