<PAGE>   1





     As filed with the Securities and Exchange Commission on March 25, 1994
                                                       Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                          GEORGIA-PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                GEORGIA                               93-0432081
     (State of Incorporation)             (IRS Emp1oyer Identification No.)

               133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
                    (Address of Principal Executive Offices)

                          GEORGIA-PACIFIC CORPORATION
                           HOURLY 401(K) SAVINGS PLAN
                            (Full Title of The Plan)

                               KENNETH F. KHOURY
                    SECRETARY AND ASSOCIATE GENERAL COUNSEL
                          GEORGIA-PACIFIC CORPORATION
                           133 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30303
                    (Name and Address of Agent for Service)

                                 (404) 652-4839
                               (Telephone Number,
                              including area code,
                             of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

                                                   Proposed         Proposed
                                                   Maximum          Maximum
                                                   Offering         Aggregate                 Amount of
Title of Securities    Amount to be                Price per        Offering                  Registration
 to be Registered      Registered                  Share (1)        Price                     Fee                                 
- -----------------------------------------------------------------------------------------------------------------------------------
   <S>                   <C>                       <C>              <C>                      <C>
   Common Stock,
     par value
  $.80 per share           550,000 shares          $68.0625         $37,434,375             $12,908.41

         
- -----------------------------------------------------------------------------------------------------------------------------------
         
In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act") this Registration Statement also 
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.  
- -------------------------------------
(1) Determined pursuant to Rule 457(c) and (h), based on the average of the high and low sale prices reported for shares of 
Common Stock on the New York Stock Exchange on March 18, 1994.

</TABLE> 
<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.          Plan Information.

Item 2.          Registrant Information and Employee Plan Annual Information.


                                    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") are incorporated by reference into this
Registration Statement:

                 (a)      the Annual Report on Form 10-K of Georgia-Pacific
              Corporation (the "Corporation") for the fiscal year ended
              December 31, 1993; and

                 (b)      the description of the Common Stock of the
              Corporation (the "Common Stock") set forth under "Item 1.
              Description of Registrant's Securities to be Registered" in the
              Corporation's Amendment No. 1 on Form 8 to its Registration
              Statement on Form 8-A with respect to the Common Stock, File No.
              1-3506, as amended from time to time.

         All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission.

Item 4.          Description of Securities.

         Not applicable.
<PAGE>   3
Item 5.          Interests of Named Experts and Counsel.

         Not applicable.


Item 6.          Indemnification of Directors and Officers.

         Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.  Subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code provides that a corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or in
connection with any other proceeding in which he was adjudged liable on the
basis that personal benefit was improperly received by him.  Notwithstanding
the foregoing, pursuant to Section 14-2-854 a court may order a corporation to
indemnify a director if such court determines the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such director met the standard of conduct set
forth in subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code or was adjudged liable as described in subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code.

         Section 14-2-852 of the Georgia Business Corporation Code provides
that, unless limited by a corporation's articles of incorporation, to the
extent that a director has been successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party, or in defense of any claim,
issue, or matter therein, because he is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by him in connection therewith.

         Section 14-2-857 of the Georgia Business Corporation Code provides
that, unless a corporation's articles of incorporation provide otherwise, an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2- 852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same extent
as a director.  In addition, Section 14-2-857 provides that a corporation may
also indemnify an officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.





<PAGE>   4
         In accordance with Article VI of the Corporation's Bylaws, every
person (and the heirs and personal representatives of such person) who is or
was a director, officer, employee or agent of the Corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise in which he
served as such at the request of the Corporation, shall be indemnified by the
Corporation against all liability and expenses (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines, penalties and
amounts paid in settlement) actually and reasonably incurred by him in
connection with or resulting from any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative or in connection with any appeal relating thereto, in which he
may become involved, as a party or otherwise, or with which he may be
threatened, by reason of his being or having been a director, officer, employee
or agent of the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action taken or omitted
by him in his capacity as such whether or not he continues to be such at the
time such liability or expense shall have been incurred.  Every such person
(and the heirs and personal representatives of such person), to the extent that
such person has been successful on the merits or otherwise with respect to any
such claim, action, matter, suit or proceeding is entitled to indemnification
as of right for expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.  Except as provided in the preceding
sentence, upon receipt of a claim for indemnification under Article VI of the
Corporation's Bylaws, the Corporation shall proceed as follows, or as otherwise
permitted by applicable law:  If the claim is made by a director or officer of
the Corporation, the board of directors, by a majority vote of a quorum
consisting of directors who were not parties to the applicable action, suit or
proceeding, shall determine whether the claimant met the applicable standard of
conduct as set forth in subparagraphs (A) and (B) below.  If such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, such determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a written
opinion.  If such determination has not been made within 90 days after the
claim is asserted, the claimant shall have the right to require that the
determination be submitted to the shareholders at the next regular meeting of
shareholders by vote of a majority of the shares entitled to vote thereon.  If
a claim is made by a person who is not a director or officer of the
Corporation, the Chief Executive Officer and the general counsel of the
Corporation shall determine, subject to applicable law, the manner in which
there shall be made the determination as to whether the claimant met the
applicable standard of conduct as set forth in subparagraphs (A) and (B) below.
In the case of each claim for indemnification, the Corporation shall pay the
claim to the extent the determination is favorable to the person making the
claim.

                 (A)      In the case of a claim, action, suit or proceeding
              other than by or in the right of the Corporation to procure a
              judgment in its favor, the director, officer, employee or agent
              must have acted in a manner he reasonably believed





<PAGE>   5
              to be in or not opposed to the best interests of the
              Corporation, and, in addition, in any criminal action or
              proceeding, had no reasonable cause to believe that his conduct
              was unlawful.  In addition, any director seeking indemnification
              must not have been adjudged liable on the basis that any personal
              benefit was received by him.  For the purpose of this
              subparagraph (A), the termination of any claim, action, suit or
              proceeding, civil, criminal or administrative, by judgment,
              order, settlement (either with or without court approval) or
              conviction, or upon a plea of guilty or nolo contendere or its
              equivalent, shall not create a presumption that a director,
              officer, employee or agent did not meet the standards of conduct
              set forth in this subparagraph.

                 (B)      In the case of a claim, action, suit or proceeding by
              or in the right of the Corporation to procure a judgment in its
              favor, the director, officer, employee or agent must have acted
              in good faith in a manner he reasonably believed to be in or not
              opposed to the best interests of the Corporation; provided,
              however, that no indemnification under this subparagraph (B)
              shall be made (1) with regard to any claim, issue or matter as to
              which such director, officer, employee or agent shall have been
              adjudged to be liable to the Corporation unless and only to the
              extent that the court in which such action or suit was brought
              shall determine that, despite the adjudication of liability but
              in view of all the circumstances of the case, such director,
              officer, employee or agent is fairly and reasonably entitled to
              indemnity for such expenses which the court shall deem proper, or
              (2) for amounts paid, or expenses incurred, in connection with
              the defense or settlement of any such claim, action, suit or
              proceeding, unless a court of competent jurisdiction has approved
              indemnification with regard to such amounts or expenses.

         Pursuant to Article VI of the Corporation's Bylaws, expenses incurred
by any person who is or was a director, officer, employee or agent of the
Corporation with respect to any claim, action, suit or proceeding of the
character described in the first sentence of the preceding paragraph shall be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
shall be ultimately determined that he is not entitled to indemnification.
Indemnification and advancement of expenses pursuant to Article VI of the
Corporation's Bylaws is not exclusive of any rights to which any such director,
officer, employee or other person may otherwise be entitled by contract or by
law.

         The Corporation carries insurance policies insuring its liability to
officers and directors under the foregoing indemnity and insuring its officers
and directors against liability incurred in their capacity as such.

Item 7.          Exemption from Registration Claimed.

         Not applicable.





<PAGE>   6
Item 8.          Exhibits.

      
         Exhibit No.                  Description
         -----------                  -----------
         4.1              Restated Articles of Incorporation of the Corporation
                          (filed as Exhibit 3.1 to the Corporation's Quarterly 
                          Report on Form 10-Q for the quarter ended September 
                          30, 1989, and incorporated herein by this reference 
                          thereto).

         4.2              Bylaws of the Corporation (filed as Exhibit 3.2 to 
                          the Corporation's Quarterly Report on Form 10-Q for 
                          the quarter ended June 30, 1993, and incorporated 
                          herein by this reference thereto).

         23               Consent of Arthur Andersen & Co.


         24               Powers of Attorney.

         The registrant will submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.

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 of 1933;

                 (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;

                 (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 the undertakings set forth in paragraphs (i)
         and (ii) above 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 Securities Exchange Act of 1934 that are
         incorporated by reference in this registration statement.





<PAGE>   7
         (2)     That, for the purpose of determining any liability under the 
         Securities Act of 1933, 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.

         (4)      That, for purposes of determining any liability under the 
         Securities Act of 1933, each filing of the registrant's annual report 
         pursuant to Section 13(a) or Section 15(d) of the Securities Exchange 
         Act of 1934 (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Securities 
         Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.





<PAGE>   8
                                   SIGNATURES

         The Registrant.  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 City of Atlanta, State of Georgia, on this
24th day of March, 1994.


                                      GEORGIA-PACIFIC CORPORATION
                                             (Registrant)



                                      By: /s/ John F. McGovern            
                                          ---------------------------------
                                          John F. McGovern
                                          Senior Vice President - Finance and
                                          Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<S>                               <C>                                                <C>
Signature                                  Title                                     Date
- ---------                                  -----                                     ----

As officers or directors of
GEORGIA-PACIFIC CORPORATION



/s/ A. D. Correll                  Director, Chairman and                       March 24, 1994
- -----------------                  Chief Executive Officer                                         
A. D. Correll                      (Principal Executive      
                                   Officer)                  
                                                             
                                    
/s/ John F. McGovern               Senior Vice President -                      March 24, 1994
- --------------------               Finance and Chief Financial Officer                                     
John F. McGovern                   (Principal Financial Officer)   
                                                                   
                                    

/s/ James E. Terrell               Vice President and                           March 24, 1994
- --------------------               Controller (Principal                                           
James E. Terrell                   Accounting Officer)   
                                                          
</TABLE>                           





<PAGE>   9


<TABLE>
<S>                                        <C>                                       <C>
             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Robert Carswell


              *                            Director                                  March 24, 1994
- --------------------------------                                                                   
Jewel Plummer Cobb


              *                            Director                                  March 24, 1994
- --------------------------------                                                                   
Donald V. Fites


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Harvey C. Fruehauf, Jr.


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Clifton C. Garvin, Jr.


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Richard V. Giordano


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
David R. Goode


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
T. Marshall Hahn, Jr.


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
M. Douglas Ivester


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Francis Jungers


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Robert E. McNair
</TABLE>





<PAGE>   10
<TABLE>
<S>                                        <C>                                       <C>
             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Norma Pace


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Louis W. Sullivan


             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
James B. Williams
</TABLE>


*By: /s/ James F. Kelley 
     ----------------------
    James F. Kelley

As Attorney-in-Fact for the Directors above
beside whose names an asterisk appears.





<PAGE>   11

         The Plan.        Pursuant to the requirements of the Securities Act of
1933, the Georgia-Pacific Corporation Hourly 401(k) Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 24th day of March, 1994.




                                           GEORGIA-PACIFIC CORPORATION
                                            HOURLY 401(k) SAVINGS PLAN


                                           By:      GEORGIA-PACIFIC CORPORATION
                                                    Plan Administrator



                                           By: /s/ Rebecca M. Crockford      
                                               ------------------------------
                                               Rebecca M. Crockford
                                               Vice President - Compensation
                                               and Benefits





<PAGE>   12
                               INDEX TO EXHIBITS


Exhibit No.     Sequentially Numbered Description
- -----------     ---------------------------------

       4.1       Restated Articles of Incorporation of the Corporation (filed as
                 Exhibit 3.1 to the Corporation's Quarterly Report on Form 
                 10-Q for the quarter ended September 30, 1989, and 
                 incorporated herein by this reference thereto).

       4.2       Bylaws of the Corporation (filed as Exhibit 3.2 to the 
                 Corporation's Quarterly Report on Form 10-Q for the quarter 
                 ended June 30, 1993, and incorporated herein by this 
                 reference thereto).

       23        Consent of Arthur Andersen & Co.                            *
       
       24        Powers of Attorney                                          *

*Filed by EDGAR.
[{"type": "S-8", "sequence": "1", "description": "GEORGIA PACIFIC FORM S-8", "secsgml_size_bytes": 28219}]
{"company-data": {"conformed-name": "GEORGIA PACIFIC CORP", "cik": "0000041077", "assigned-sic": "2400", "irs-number": "930432081", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52815", "film-number": "94517954"}, "business-address": {"street1": "133 PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "4045214000"}}
1

     As filed with the Securities and Exchange Commission on March 25, 1994
                                                       Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                          GEORGIA-PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                GEORGIA                               93-0432081
     (State of Incorporation)             (IRS Emp1oyer Identification No.)

               133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
                    (Address of Principal Executive Offices)

                          GEORGIA-PACIFIC CORPORATION
                           HOURLY 401(K) SAVINGS PLAN
                            (Full Title of The Plan)

                               KENNETH F. KHOURY
                    SECRETARY AND ASSOCIATE GENERAL COUNSEL
                          GEORGIA-PACIFIC CORPORATION
                           133 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30303
                    (Name and Address of Agent for Service)

                                 (404) 652-4839
                               (Telephone Number,
                              including area code,
                             of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------

                                                   Proposed         Proposed
                                                   Maximum          Maximum
                                                   Offering         Aggregate                 Amount of
Title of Securities    Amount to be                Price per        Offering                  Registration
 to be Registered      Registered                  Share (1)        Price                     Fee                                 
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
     par value
  $.80 per share           550,000 shares          $68.0625         $37,434,375             $12,908.41

         
- -----------------------------------------------------------------------------------------------------------------------------------
         
In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act") this Registration Statement also 
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.  
- -------------------------------------
(1) Determined pursuant to Rule 457(c) and (h), based on the average of the high and low sale prices reported for shares of 
Common Stock on the New York Stock Exchange on March 18, 1994.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.          Plan Information.

Item 2.          Registrant Information and Employee Plan Annual Information.

                                    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") are incorporated by reference into this
Registration Statement:

                 (a)      the Annual Report on Form 10-K of Georgia-Pacific
              Corporation (the "Corporation") for the fiscal year ended
              December 31, 1993; and

                 (b)      the description of the Common Stock of the
              Corporation (the "Common Stock") set forth under "Item 1.
              Description of Registrant's Securities to be Registered" in the
              Corporation's Amendment No. 1 on Form 8 to its Registration
              Statement on Form 8-A with respect to the Common Stock, File No.
              1-3506, as amended from time to time.

         All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission.

Item 4.          Description of Securities.

         Not applicable.
3
Item 5.          Interests of Named Experts and Counsel.

         Not applicable.

Item 6.          Indemnification of Directors and Officers.

         Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.  Subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code provides that a corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or in
connection with any other proceeding in which he was adjudged liable on the
basis that personal benefit was improperly received by him.  Notwithstanding
the foregoing, pursuant to Section 14-2-854 a court may order a corporation to
indemnify a director if such court determines the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such director met the standard of conduct set
forth in subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code or was adjudged liable as described in subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code.

         Section 14-2-852 of the Georgia Business Corporation Code provides
that, unless limited by a corporation's articles of incorporation, to the
extent that a director has been successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party, or in defense of any claim,
issue, or matter therein, because he is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by him in connection therewith.

         Section 14-2-857 of the Georgia Business Corporation Code provides
that, unless a corporation's articles of incorporation provide otherwise, an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2- 852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same extent
as a director.  In addition, Section 14-2-857 provides that a corporation may
also indemnify an officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
4
         In accordance with Article VI of the Corporation's Bylaws, every
person (and the heirs and personal representatives of such person) who is or
was a director, officer, employee or agent of the Corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise in which he
served as such at the request of the Corporation, shall be indemnified by the
Corporation against all liability and expenses (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines, penalties and
amounts paid in settlement) actually and reasonably incurred by him in
connection with or resulting from any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative or in connection with any appeal relating thereto, in which he
may become involved, as a party or otherwise, or with which he may be
threatened, by reason of his being or having been a director, officer, employee
or agent of the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action taken or omitted
by him in his capacity as such whether or not he continues to be such at the
time such liability or expense shall have been incurred.  Every such person
(and the heirs and personal representatives of such person), to the extent that
such person has been successful on the merits or otherwise with respect to any
such claim, action, matter, suit or proceeding is entitled to indemnification
as of right for expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.  Except as provided in the preceding
sentence, upon receipt of a claim for indemnification under Article VI of the
Corporation's Bylaws, the Corporation shall proceed as follows, or as otherwise
permitted by applicable law:  If the claim is made by a director or officer of
the Corporation, the board of directors, by a majority vote of a quorum
consisting of directors who were not parties to the applicable action, suit or
proceeding, shall determine whether the claimant met the applicable standard of
conduct as set forth in subparagraphs (A) and (B) below.  If such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, such determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a written
opinion.  If such determination has not been made within 90 days after the
claim is asserted, the claimant shall have the right to require that the
determination be submitted to the shareholders at the next regular meeting of
shareholders by vote of a majority of the shares entitled to vote thereon.  If
a claim is made by a person who is not a director or officer of the
Corporation, the Chief Executive Officer and the general counsel of the
Corporation shall determine, subject to applicable law, the manner in which
there shall be made the determination as to whether the claimant met the
applicable standard of conduct as set forth in subparagraphs (A) and (B) below.
In the case of each claim for indemnification, the Corporation shall pay the
claim to the extent the determination is favorable to the person making the
claim.

                 (A)      In the case of a claim, action, suit or proceeding
              other than by or in the right of the Corporation to procure a
              judgment in its favor, the director, officer, employee or agent
              must have acted in a manner he reasonably believed
5
              to be in or not opposed to the best interests of the
              Corporation, and, in addition, in any criminal action or
              proceeding, had no reasonable cause to believe that his conduct
              was unlawful.  In addition, any director seeking indemnification
              must not have been adjudged liable on the basis that any personal
              benefit was received by him.  For the purpose of this
              subparagraph (A), the termination of any claim, action, suit or
              proceeding, civil, criminal or administrative, by judgment,
              order, settlement (either with or without court approval) or
              conviction, or upon a plea of guilty or nolo contendere or its
              equivalent, shall not create a presumption that a director,
              officer, employee or agent did not meet the standards of conduct
              set forth in this subparagraph.

                 (B)      In the case of a claim, action, suit or proceeding by
              or in the right of the Corporation to procure a judgment in its
              favor, the director, officer, employee or agent must have acted
              in good faith in a manner he reasonably believed to be in or not
              opposed to the best interests of the Corporation; provided,
              however, that no indemnification under this subparagraph (B)
              shall be made (1) with regard to any claim, issue or matter as to
              which such director, officer, employee or agent shall have been
              adjudged to be liable to the Corporation unless and only to the
              extent that the court in which such action or suit was brought
              shall determine that, despite the adjudication of liability but
              in view of all the circumstances of the case, such director,
              officer, employee or agent is fairly and reasonably entitled to
              indemnity for such expenses which the court shall deem proper, or
              (2) for amounts paid, or expenses incurred, in connection with
              the defense or settlement of any such claim, action, suit or
              proceeding, unless a court of competent jurisdiction has approved
              indemnification with regard to such amounts or expenses.

         Pursuant to Article VI of the Corporation's Bylaws, expenses incurred
by any person who is or was a director, officer, employee or agent of the
Corporation with respect to any claim, action, suit or proceeding of the
character described in the first sentence of the preceding paragraph shall be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
shall be ultimately determined that he is not entitled to indemnification.
Indemnification and advancement of expenses pursuant to Article VI of the
Corporation's Bylaws is not exclusive of any rights to which any such director,
officer, employee or other person may otherwise be entitled by contract or by
law.

         The Corporation carries insurance policies insuring its liability to
officers and directors under the foregoing indemnity and insuring its officers
and directors against liability incurred in their capacity as such.

Item 7.          Exemption from Registration Claimed.

         Not applicable.
6
Item 8.          Exhibits.

      
         Exhibit No.                  Description
         -----------                  -----------
         4.1              Restated Articles of Incorporation of the Corporation
                          (filed as Exhibit 3.1 to the Corporation's Quarterly 
                          Report on Form 10-Q for the quarter ended September 
                          30, 1989, and incorporated herein by this reference 
                          thereto).

         4.2              Bylaws of the Corporation (filed as Exhibit 3.2 to 
                          the Corporation's Quarterly Report on Form 10-Q for 
                          the quarter ended June 30, 1993, and incorporated 
                          herein by this reference thereto).

         23               Consent of Arthur Andersen & Co.

         24               Powers of Attorney.

         The registrant will submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.

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 of 1933;

                 (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;

                 (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 the undertakings set forth in paragraphs (i)
         and (ii) above 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 Securities Exchange Act of 1934 that are
         incorporated by reference in this registration statement.
7
         (2)     That, for the purpose of determining any liability under the 
         Securities Act of 1933, 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.

         (4)      That, for purposes of determining any liability under the 
         Securities Act of 1933, each filing of the registrant's annual report 
         pursuant to Section 13(a) or Section 15(d) of the Securities Exchange 
         Act of 1934 (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Securities 
         Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.
8
                                   SIGNATURES

         The Registrant.  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 City of Atlanta, State of Georgia, on this
24th day of March, 1994.

                                      GEORGIA-PACIFIC CORPORATION
                                             (Registrant)

                                      By: /s/ John F. McGovern            
                                          ---------------------------------
                                          John F. McGovern
                                          Senior Vice President - Finance and
                                          Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                  Title                                     Date
- ---------                                  -----                                     ----

As officers or directors of
GEORGIA-PACIFIC CORPORATION

/s/ A. D. Correll                  Director, Chairman and                       March 24, 1994
- -----------------                  Chief Executive Officer                                         
A. D. Correll                      (Principal Executive      
                                   Officer)                  
                                                             
                                    
/s/ John F. McGovern               Senior Vice President -                      March 24, 1994
- --------------------               Finance and Chief Financial Officer                                     
John F. McGovern                   (Principal Financial Officer)   
                                                                   
                                    

/s/ James E. Terrell               Vice President and                           March 24, 1994
- --------------------               Controller (Principal                                           
James E. Terrell                   Accounting Officer)
9
*                             Director                                  March 24, 1994
- --------------------------------                                                                   
Robert Carswell

              *                            Director                                  March 24, 1994
- --------------------------------                                                                   
Jewel Plummer Cobb

              *                            Director                                  March 24, 1994
- --------------------------------                                                                   
Donald V. Fites

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Harvey C. Fruehauf, Jr.

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Clifton C. Garvin, Jr.

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Richard V. Giordano

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
David R. Goode

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
T. Marshall Hahn, Jr.

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
M. Douglas Ivester

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Francis Jungers

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Robert E. McNair
10
*                             Director                                  March 24, 1994
- --------------------------------                                                                   
Norma Pace

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
Louis W. Sullivan

             *                             Director                                  March 24, 1994
- --------------------------------                                                                   
James B. Williams
*By: /s/ James F. Kelley 
     ----------------------
    James F. Kelley

As Attorney-in-Fact for the Directors above
beside whose names an asterisk appears.
11

         The Plan.        Pursuant to the requirements of the Securities Act of
1933, the Georgia-Pacific Corporation Hourly 401(k) Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 24th day of March, 1994.

                                           GEORGIA-PACIFIC CORPORATION
                                            HOURLY 401(k) SAVINGS PLAN

                                           By:      GEORGIA-PACIFIC CORPORATION
                                                    Plan Administrator

                                           By: /s/ Rebecca M. Crockford      
                                               ------------------------------
                                               Rebecca M. Crockford
                                               Vice President - Compensation
                                               and Benefits
12
                               INDEX TO EXHIBITS

Exhibit No.     Sequentially Numbered Description
- -----------     ---------------------------------

       4.1       Restated Articles of Incorporation of the Corporation (filed as
                 Exhibit 3.1 to the Corporation's Quarterly Report on Form 
                 10-Q for the quarter ended September 30, 1989, and 
                 incorporated herein by this reference thereto).

       4.2       Bylaws of the Corporation (filed as Exhibit 3.2 to the 
                 Corporation's Quarterly Report on Form 10-Q for the quarter 
                 ended June 30, 1993, and incorporated herein by this 
                 reference thereto).

       23        Consent of Arthur Andersen & Co.                            *
       
       24        Powers of Attorney                                          *

*Filed by EDGAR.