As filed with the Securities             Registration No. 33-     
and Exchange Commission on
December 2, 1994


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                                

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                                

                    GEORGIA GULF CORPORATION
       (Exact name of issuer as specified in its charter)

  DELAWARE                                       58-1563799
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)

             400 Perimeter Center Terrace, Suite 595
                     Atlanta, Georgia  30346
             (Address of principal executive office)
                                                
                                
                    GEORGIA GULF CORPORATION
                1995 EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)
                                                

                         JERRY R. SATRUM
             400 Perimeter Center Terrace, Suite 595
                     Atlanta, Georgia  30346
                          404/395-4500
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                         With a copy to:
                      Lisa A. Stater, Esq.
                   Jones, Day, Reavis & Pogue
                   3500 One Peachtree Center,
                   303 Peachtree Street, N.E.
                  Atlanta, Georgia  30308-3242
                                                
<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION  FEE

                                       Proposed maximum  Proposed maximum    
Title of Securities   Amount to be     offering price    aggregate           Amount of
to be registered      registered       per share(1)      offering price(1)   registration fee
                                                                                           
<S>                   <C>              <C>               <C>                 <C>
   
Common Stock, $.01      250,000             $31.56          $7,890,000          $2,721.00
  par value             shares


                      (1) Calculated pursuant to Rule 457(h)(1) on the basis of $31.56 per
share (representing 85% of the market price on the offering date), which is the maximum price
at which shares of Common Stock may be purchased under the Georgia Gulf Corporation 1995
Employee Stock Purchase Plan (the "Plan"), multiplied by 250,000, the maximum number of
shares that may be purchased pursuant to the Plan.

</TABLE>
<PAGE>
                          EXPLANATORY NOTE

    In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of the Common Stock of
Georgia Gulf Corporation (the "Company") under the Georgia Gulf
Corporation 1995 Employee Stock Purchase Plan (the "Plan").

<PAGE>
                     GEORGIA GULF CORPORATION

                 REGISTRATION STATEMENT ON FORM S-8

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The Company hereby incorporates by reference into this Registration
    Statement the following documents:

    (a) The Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1993.

    (b) All other reports filed with the Commission pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
        as amended (the "Exchange Act"), since December 31, 1993.

    (c) The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A declared effective by the
        Commission on May 15, 1990, as amended, and the description of
        the related Preferred Share Purchase Rights contained in the
        Company's Registration Statement on Form 8-A filed with the
        Commission on May 11, 1990, as amended.

    All documents subsequently filed by the Company 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 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 such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

    Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Article VIII of the Company's Certificate of Incorporation provides
that to the fullest extent permitted by the Delaware General
Corporation Law (the "GCL"), a Director of the Company shall not be
liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the Director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
Director derived any improper personal benefit.

    The Company's Bylaws (Article XIII) provide that the Company shall
indemnify any person who was or is a party or who is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of
the fact that he is or was a Director or officer of the Company or is
or was serving at the request of the Company as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

    With respect to indemnification of officers and directors, Section
145 of the GCL provides that a corporation shall have power to
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to be the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe this
conduct was unlawful.  Under this provision of the GCL, the termination
of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

    Furthermore, the GCL provides that a corporation shall have power
to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee
or agent of the  corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
or any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such court shall deem proper.

    Section 145(g) of the GCL provides that a corporation shall have
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of
Section 145.

    The Company maintains several directors and officers liability
policies which, subject to the terms and exclusions of the policies,
cover any claim or claims made during the period the policies are in
force, against all persons who were, now are or shall be duly elected
directors or officers of the Company for any actual or alleged error
or misstatement or misleading statement or act or omission or neglect
or breach of duty by such persons insured while acting in their
individual or collective capacities, on any matter, not excluded by the
terms and conditions of the policies, claimed against them solely by
reason of their being directors or officers of the Company.  The limit
of liability under the policies is $50 million per policy year.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Inapplicable.

ITEM 8.  EXHIBITS.

Exhibit No.     Description

    5       Opinion of Jones, Day, Reavis & Pogue as to the legality
            of the securities being registered.

    23.1    Consent of Arthur Andersen LLP.

    23.2    Consent of Jones, Day, Reavis & Pogue (included in the
            opinion filed as Exhibit 5 to the Registration Statement).

    24      Power of Attorney (included as part of signature page).

ITEM 9.UNDERTAKINGS.

        (a)     The Company hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, as
    amended (the "Securities Act"), each filing of the Company's annual
    report pursuant to Section 13(a) or Section 15(d) of the Exchange
    Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act)
    that is incorporated by reference in the 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.

        (b)     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 foregoing
    provisions, or otherwise, the Company has been advised that in the
    opinion of the Securities and Exchange 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 Company 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.

        (c)     The Company hereby undertakes:

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

            (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.

<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 City of Atlanta, State
of Georgia, on this 30th day of November, 1994.


                        GEORGIA GULF CORPORATION



                        By: /s/ Jerry R. Satrum                     
                            Jerry R. Satrum
                            President and Chief Executive Officer



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated below on the 30th day of November, 1994. 
Each person whose signature appears below constitutes and appoints
Jerry R. Satrum and Richard B. Marchese, jointly and severally, his
true and lawful attorneys-in-fact each, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any 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,
hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.



   Signature                         Title        


/s/ Jerry R. Satrum                 President, Chief Executive Officer
Jerry R. Satrum                     and Director
                                    (Principal Executive Officer)


/s/ Richard B. Marchese             Vice President-Finance, Chief   
Richard B. Marchese                 Financial Officer and Treasurer
                                    (Principal Financial and
                                        Accounting Officer)


/s/ James R. Kuse                   Chairman and Director
James R. Kuse

/s/ John D. Bryan                   Director
John D. Bryan


/s/ Dennis M. Chorba     
Dennis M. Chorba                    Director


/s/ Alfred C. Eckert III            Director
Alfred C. Eckert III


/s/ Robert E. Flowerree             Director
Robert E. Flowerree


/s/ Holcombe T. Green, Jr.          Director
Holcombe T. Green, Jr.


/s/ Edward S. Smith                 Director
Edward S. Smith

<PAGE>
                           EXHIBIT INDEX


                                                               
                                                          Sequentially
Exhibit No.                    Description                  Numbered
                                                              Page


    5      Opinion of Jones, Day, Reavis & Pogue

    23.1   Consent of Arthur Andersen LLP

    23.2   Consent of Jones, Day, Reavis & Pogue 
           (contained in Exhibit 5)

    24     Power of Attorney (included as part of
           signature page)


<PAGE>

                                                           EXHIBIT 5





                          December 1, 1994


Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia  30346

Gentlemen:

    We have served as counsel to Georgia Gulf Corporation, a Delaware
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement"), of
a proposed offering of up to 250,000 shares (the "Shares") of the
Company's Common Stock, $.01 par value, issuable pursuant to the
Company's 1995 Employee Stock Purchase Plan (the "Plan").

    We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance of
the Common Stock as we have deemed necessary and advisable for purposes
of rendering this opinion.  Based upon and subject to the foregoing,
and having regard for such legal considerations as we have deemed
relevant, it is our opinion that:

    (1)    the Company is a corporation duly incorporated and validly
           existing in good standing under the laws of the State of
           Delaware; and

    (2)    the Shares have been duly authorized and, when transferred
           or issued as contemplated by the Plan, will be validly
           issued, fully paid and nonassessable.

    We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                              Very truly yours,



                                         JONES, DAY, REAVIS & POGUE

<PAGE>
                                             EXHIBIT 23.1









              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 15, 1994 incorporated by reference in Georgia Gulf
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993
and to all references to our firm included in this registration statement.





                                              Arthur Andersen LLP



Atlanta, Georgia
November 30, 1994
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19868}]
{"company-data": {"conformed-name": "GEORGIA GULF CORP /DE/", "cik": "0000805264", "assigned-sic": "2810", "irs-number": "581563799", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56711", "film-number": "94563084"}, "business-address": {"street1": "400 PERIMETER CTR TERRACE", "street2": "STE 595", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "4043954500"}}
As filed with the Securities             Registration No. 33-     
and Exchange Commission on
December 2, 1994

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                                

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                                

                    GEORGIA GULF CORPORATION
       (Exact name of issuer as specified in its charter)

  DELAWARE                                       58-1563799
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)

             400 Perimeter Center Terrace, Suite 595
                     Atlanta, Georgia  30346
             (Address of principal executive office)
                                                
                                
                    GEORGIA GULF CORPORATION
                1995 EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)
                                                

                         JERRY R. SATRUM
             400 Perimeter Center Terrace, Suite 595
                     Atlanta, Georgia  30346
                          404/395-4500
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                         With a copy to:
                      Lisa A. Stater, Esq.
                   Jones, Day, Reavis & Pogue
                   3500 One Peachtree Center,
                   303 Peachtree Street, N.E.
                  Atlanta, Georgia  30308-3242
CALCULATION OF REGISTRATION  FEE

                                       Proposed maximum  Proposed maximum    
Title of Securities   Amount to be     offering price    aggregate           Amount of
to be registered      registered       per share(1)      offering price(1)   registration fee
Common Stock, $.01      250,000             $31.56          $7,890,000          $2,721.00
  par value             shares

                      (1) Calculated pursuant to Rule 457(h)(1) on the basis of $31.56 per
share (representing 85% of the market price on the offering date), which is the maximum price
at which shares of Common Stock may be purchased under the Georgia Gulf Corporation 1995
Employee Stock Purchase Plan (the "Plan"), multiplied by 250,000, the maximum number of
shares that may be purchased pursuant to the Plan.
EXPLANATORY NOTE

    In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of the Common Stock of
Georgia Gulf Corporation (the "Company") under the Georgia Gulf
Corporation 1995 Employee Stock Purchase Plan (the "Plan").
GEORGIA GULF CORPORATION

                 REGISTRATION STATEMENT ON FORM S-8

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The Company hereby incorporates by reference into this Registration
    Statement the following documents:

    (a) The Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1993.

    (b) All other reports filed with the Commission pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
        as amended (the "Exchange Act"), since December 31, 1993.

    (c) The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A declared effective by the
        Commission on May 15, 1990, as amended, and the description of
        the related Preferred Share Purchase Rights contained in the
        Company's Registration Statement on Form 8-A filed with the
        Commission on May 11, 1990, as amended.

    All documents subsequently filed by the Company 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 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 such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

    Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Article VIII of the Company's Certificate of Incorporation provides
that to the fullest extent permitted by the Delaware General
Corporation Law (the "GCL"), a Director of the Company shall not be
liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the Director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
Director derived any improper personal benefit.

    The Company's Bylaws (Article XIII) provide that the Company shall
indemnify any person who was or is a party or who is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of
the fact that he is or was a Director or officer of the Company or is
or was serving at the request of the Company as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

    With respect to indemnification of officers and directors, Section
145 of the GCL provides that a corporation shall have power to
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to be the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe this
conduct was unlawful.  Under this provision of the GCL, the termination
of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

    Furthermore, the GCL provides that a corporation shall have power
to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee
or agent of the  corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
or any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such court shall deem proper.

    Section 145(g) of the GCL provides that a corporation shall have
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of
Section 145.

    The Company maintains several directors and officers liability
policies which, subject to the terms and exclusions of the policies,
cover any claim or claims made during the period the policies are in
force, against all persons who were, now are or shall be duly elected
directors or officers of the Company for any actual or alleged error
or misstatement or misleading statement or act or omission or neglect
or breach of duty by such persons insured while acting in their
individual or collective capacities, on any matter, not excluded by the
terms and conditions of the policies, claimed against them solely by
reason of their being directors or officers of the Company.  The limit
of liability under the policies is $50 million per policy year.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Inapplicable.

ITEM 8.  EXHIBITS.

Exhibit No.     Description

    5       Opinion of Jones, Day, Reavis & Pogue as to the legality
            of the securities being registered.

    23.1    Consent of Arthur Andersen LLP.

    23.2    Consent of Jones, Day, Reavis & Pogue (included in the
            opinion filed as Exhibit 5 to the Registration Statement).

    24      Power of Attorney (included as part of signature page).

ITEM 9.UNDERTAKINGS.

        (a)     The Company hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, as
    amended (the "Securities Act"), each filing of the Company's annual
    report pursuant to Section 13(a) or Section 15(d) of the Exchange
    Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act)
    that is incorporated by reference in the 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.

        (b)     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 foregoing
    provisions, or otherwise, the Company has been advised that in the
    opinion of the Securities and Exchange 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 Company 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.

        (c)     The Company hereby undertakes:

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

            (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.
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 City of Atlanta, State
of Georgia, on this 30th day of November, 1994.

                        GEORGIA GULF CORPORATION

                        By: /s/ Jerry R. Satrum                     
                            Jerry R. Satrum
                            President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated below on the 30th day of November, 1994. 
Each person whose signature appears below constitutes and appoints
Jerry R. Satrum and Richard B. Marchese, jointly and severally, his
true and lawful attorneys-in-fact each, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any 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,
hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

   Signature                         Title        

/s/ Jerry R. Satrum                 President, Chief Executive Officer
Jerry R. Satrum                     and Director
                                    (Principal Executive Officer)

/s/ Richard B. Marchese             Vice President-Finance, Chief   
Richard B. Marchese                 Financial Officer and Treasurer
                                    (Principal Financial and
                                        Accounting Officer)

/s/ James R. Kuse                   Chairman and Director
James R. Kuse

/s/ John D. Bryan                   Director
John D. Bryan

/s/ Dennis M. Chorba     
Dennis M. Chorba                    Director

/s/ Alfred C. Eckert III            Director
Alfred C. Eckert III

/s/ Robert E. Flowerree             Director
Robert E. Flowerree

/s/ Holcombe T. Green, Jr.          Director
Holcombe T. Green, Jr.

/s/ Edward S. Smith                 Director
Edward S. Smith
EXHIBIT INDEX

                                                               
                                                          Sequentially
Exhibit No.                    Description                  Numbered
                                                              Page

    5      Opinion of Jones, Day, Reavis & Pogue

    23.1   Consent of Arthur Andersen LLP

    23.2   Consent of Jones, Day, Reavis & Pogue 
           (contained in Exhibit 5)

    24     Power of Attorney (included as part of
           signature page)
EXHIBIT 5

                          December 1, 1994

Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia  30346

Gentlemen:

    We have served as counsel to Georgia Gulf Corporation, a Delaware
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement"), of
a proposed offering of up to 250,000 shares (the "Shares") of the
Company's Common Stock, $.01 par value, issuable pursuant to the
Company's 1995 Employee Stock Purchase Plan (the "Plan").

    We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance of
the Common Stock as we have deemed necessary and advisable for purposes
of rendering this opinion.  Based upon and subject to the foregoing,
and having regard for such legal considerations as we have deemed
relevant, it is our opinion that:

    (1)    the Company is a corporation duly incorporated and validly
           existing in good standing under the laws of the State of
           Delaware; and

    (2)    the Shares have been duly authorized and, when transferred
           or issued as contemplated by the Plan, will be validly
           issued, fully paid and nonassessable.

    We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                              Very truly yours,

                                         JONES, DAY, REAVIS & POGUE
EXHIBIT 23.1

              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 15, 1994 incorporated by reference in Georgia Gulf
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993
and to all references to our firm included in this registration statement.

                                              Arthur Andersen LLP

Atlanta, Georgia
November 30, 1994