As filed with the Securities and Exchange Commission on May 3, 2000

                                                  Registration No. 333- _____

               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 or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identification No.)

  133 Peachtree Street, N.E.
       Atlanta, Georgia                       30303
(Address of principal executive             (Zip Code)
           offices)

Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan
  Georgia-Pacific Corporation/The Timber Group 1997 Long-Term Incentive Plan
                            (Full title of the plan)

                       Kenneth F. Khoury
      Vice President, Deputy General Counsel and Secretary
                  Georgia-Pacific Corporation
                   133 Peachtree Street, N.E.
                     Atlanta, Georgia 30303
                         (404) 652-4839
  (Name, address and telephone number, including area code, of
                       agent for service)

<TABLE>
               CALCULATION OF REGISTRATION FEE
<CAPTION>
                                          Proposed
  Title of each each class of      Amount to be      Proposed maximum           maximum             Amount of
 securities to be registered(1)   registered (2)    offering price per    aggregate offering   registration fee
                                                         share(3)              price(3)
<S>                                <C>                    <C>                  <C>                 <C>
Georgia-Pacific Group Common       7,000,000
Stock, par value $0.80               shares(4)            $37.19               $260,312,500        $68,722.50

Georgia-Pacific Timber Group       1,500,000
Common Stock, par value $.80         shares(5)            $23.38                 $35,062,500         $9,256.50
<FN>
<F1>  Pursuant  to Rule 416(a) under the Securities Act, includes
(1)   an  indeterminate number of additional shares that  may  be
      offered  and  issued  to  prevent dilution  resulting  from
      stock splits, stock dividends or similar transactions.
<F2>  Estimated  solely  for  the  purpose  of  calculating   the
(2)   registration  fee, in accordance with Rule  457  (h)(1)  on
      the  average of the high and low sales prices of $37.19 and
      $23.38 per share for Georgia-Pacific Corporation - Georgia-
      Pacific Group Common Stock ("G-P Group Stock") and Georgia-
      Pacific  Corporation -  Timber Group Common Stock  ("Timber
      Group Stock") on the NYSE on April 28, 2000.
</FN>
</TABLE>

<PAGE>

  Part I - Information Required in the Section 10(a) Prospectus

      The  documents  constituting part I  of  this  Registration
Statement  have been or will be sent or given to participants  in
the  Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-
Term  Incentive  Plan  and  the  Georgia-Pacific  Corporation/The
Timber  Group  1997  Long-Term Incentive Plan  (the  "Plans")  as
specified by Rule 428 (b)(1) under the Securities Act.

     Upon  written or oral request, the Registrant will  provide,
without charge, the documents incorporated by reference in Item 3
of  Part  II  of this Registration Statement.  The documents  are
incorporated  by reference in the Section 10(a) prospectus.   The
Registrant  will  also provide, without charge, upon  written  or
oral  request,  other  documents  required  to  be  delivered  to
employees  pursuant  to  Rule 428(b) under  the  Securities  Act.
Requests  for the above mentioned information should be  directed
to  Kenneth F. Khoury, Vice President, Deputy General Counsel and
Secretary, at Georgia-Pacific Corporation, 133 Peachtree  Street,
N.E., Atlanta, Georgia 30303 or (404) 652-4839.

<PAGE>
  Part II - Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

       The  following  documents filed with  the  Securities  and
Exchange  Commission  (the  "Commission")  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 January 1, 2000;

     (b)  the  Corporation's Current Reports on  Form  8-K  dated
          March 23, 2000 and April 19, 2000;

     (c)  the  Corporation's Registration Statements on Form  8-A
          dated  November 11, 1997 and June 25, 1999 with respect
          to   the   description  of  each  class  of  securities
          described therein; and
     (d)  all  other  documents filed by the Registrant  and  the
          Plans  pursuant to Sections 13(a), 13(c), 14 and  15(d)
          of  the  Securities Exchange Act of 1934 (the "Exchange
          Act")   prior   to   the  filing  of  a  post-effective
          amendment   to   this   Registration   Statement   that
          indicates  that all securities offered have  been  sold
          or that deregisters securities that remain unsold.


     Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a statement contained herein or in any subsequently
filed  document  that also is, or is deemed to  be,  incorporated
herein  by reference modifies or supersedes such statement.   Any
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
registration statement.

Item 4.        Description of Securities.

     Not applicable.

Item 5.        Interests of Named Experts and Counsel.

     The validity of the shares of the G-P Group Stock and the
Timber Group Stock is being passed upon by Kenneth F. Khoury,
Vice President, Deputy General Counsel and Secretary of the
Registrant.  Kenneth F. Khoury is an officer of, and receives
compensation from the Registrant.

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  an
individual who is a party to a proceeding because he or she is or
was  a  director against liability incurred in the proceeding  if
(1)  such individual conducted himself or herself in good  faith;
and  (2)  such individual reasonably believed (A) in the case  of
conduct in his or her official capacity, that such conduct was in
the  best  interests of the corporation, (B) in all other  cases,
that  such conduct was at least not opposed to the best interests
of  the  corporation;  and  (C)  in  the  case  of  any  criminal
proceeding,  that  the  individual had  no  reasonable  cause  to
believe such conduct was unlawful.  Subsection (d) of Section 14-
2-851  of the Georgia Business Corporation Code provides  that  a

<PAGE>

corporation  may  not indemnify a director in connection  with  a
proceeding  by  or  in the right of the corporation,  except  for
reasonable expenses incurred in connection with the proceeding if
it  is determined that the director has met the relevant standard
of  conduct, or in connection with any proceeding with respect to
conduct for which he or she was adjudged liable on the basis that
personal  benefit was improperly received by him or her,  whether
or  not  involving  action  in  his  or  her  official  capacity.
Notwithstanding  the foregoing, pursuant to Section  14-2-854,  a
court  may  order a corporation to indemnify a director  if  such
court determines, in view of all the relevant circumstances, that
it  is fair and reasonable to indemnify the director even if  the
director  has not met the relevant standard of conduct set  forth
in  subsections  (a) and (b) of Section 14-2-851 of  the  Georgia
Business Corporation Code, failed to comply with Section 14-2-853
of  the Georgia Business Corporation Code, or was adjudged liable
in a proceeding referred to in paragraph (1) or (2) of subsection
(d) of Section 14-2-851 of the Georgia Business Corporation Code,
but  if  the director was adjudged so liable, the indemnification
shall  be  limited to reasonable expenses incurred in  connection
with the proceeding.

      Section  14-2-852 of the Georgia Business Corporation  Code
provides  that a corporation shall indemnify a director  who  was
wholly successful, on the merits or otherwise, in the defense  of
any  proceeding to which he or she was a party because he or  she
was  a  director  of the corporation against reasonable  expenses
incurred by the director in connection with the proceeding.

      Section  14-2-857 of the Georgia Business Corporation  Code
provides that a corporation may indemnify and advance expenses to
an  officer  of  the corporation who is a party to  a  proceeding
because  he or she is an officer of the corporation to  the  same
extent  as a director.  If the officer is not a director, (or  if
the  officer is a director but the sole basis on which he or  she
is made a party to the proceeding is an act or omission solely as
an  officer)  to  such further extent as may be provided  by  the
articles of incorporation, the bylaws, a resolution of the  board
of  directors,  or contract except for liability arising  out  of
conduct that constitutes (1) appropriation, in violation of their
duties, of any business opportunity of the corporation, (2)  acts
or  omissions  that involve intentional misconduct or  a  knowing
violation of law, (3) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code or (4)  receipt
of an improper personal benefit.  An officer of a corporation who
is  not a director is entitled to mandatory indemnification under
Section 14-2-852 of the Georgia Business Corporation Code and may
apply  to  a court under Section 14-2-854 of the Georgia Business
Corporation  Code for indemnification, in each case to  the  same
extent  to  which  a director may be entitled to  indemnification
under   those  provisions.   Finally,  a  corporation  may   also
indemnify  an  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, general or specific action
by its board of directors or contract.

      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 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 any and all liability and expense (including,
without  limitation, counsel fees and disbursements, and  amounts
of  judgments,  fines or penalties against, or  amounts  paid  in
settlement  by, a director, officer, employee or agent)  actually
and  reasonably incurred by him in connection with  or  resulting

<PAGE>

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 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  claim,  action,
matter, suit or proceeding is entitled to indemnification  as  of
right  for  expenses  (including attorney's  fees)  actually  and
reasonable  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  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 pleas of guilty
        or  nolo contendre 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

<PAGE>

        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 that 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.

Item 8.        Exhibits.

Exhibit No.    Description

3.1(i)         Articles   of   Incorporation,  restated   as   of
               December  16, 1997 (Filed as Exhibit  4.1  to  the
               Corporation's Registration Statement on  Form  S-8
               as  filed  with  the Commission  on  December  18,
               1997,  and  incorporated herein by this  reference
               thereto).

3.1(ii)        Articles  of  Amendment to  Restated  Articles  of
               Incorporation  (Filed  as  Exhibit  3.1   to   the
               Corporation's  Quarterly Report on Form  10-Q  for
               the  quarter ended June 30, 1998, and incorporated
               herein by this reference thereto).

3.2            Bylaws,  as amended to date (Filed as Exhibit  3.2
               to  the  Corporation's Annual Report on Form  10-K
               for  the  fiscal year ended January 1,  2000,  and
               incorporated herein by this reference).

4.1            Rights  Agreement, dated as of December 16,  1997,
               between  Georgia-Pacific  Corporation  and   First
               Chicago Trust Company of New York, with form of G-
               P  Rights  Certificate attached  as  Exhibit  A-1,

<PAGE>
               Form  of  Timber  Rights Certificate  attached  as
               Exhibit  A-2, Series B Preferred Stock Designation
               attached  as  Exhibit B-1 and Series  C  Preferred
               Stock  Designation attached as Exhibit B-2  (Filed
               as  Exhibit 4.3(ii) to the Corporation's Amendment
               No.  1 to Registration Statement on Form S-4 dated
               October 29, 1997).

4.2            Amendment No. 1, dated as of November 8, 1999,  to
               Amended and Restated Rights Agreement dated as  of
               December    16,   1997   between   Georgia-Pacific
               Corporation  and  First Chicago Trust  Company  of
               New  York,  as  Rights  Agent  (Filed  as  Exhibit
               4.3(ii)  to  the  Corporation's Annual  Report  on
               Form  10-K  for the fiscal year ended  January  1,
               2000,  and  incorporated herein by this  reference
               thereto).

5              Opinion of Kenneth F. Khoury, Esq.

23.1           Consent of Arthur Andersen LLP.

23.2           Consent  of  Kenneth F. Khoury, Esq. (included  in
               Exhibit 5)

24             Powers of Attorney (included on Signature Page).

Item 9.        Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

       (ii)  To  reflect  in the prospectus any facts  or  events
             arising   after   the   effective   date   of   this
             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  this  Registration
             Statement;

       (iii) To  include any material information with respect to
             the  plan  of distribution not previously  disclosed
             in  this  Registration  Statement  or  any  material
             change  to  such  information in  this  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 15(d) of the Exchange Act that are incorporated  by
reference in this 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.

<PAGE>

      (3)   To  remove  from registration by  means  of  a  post-
effective  amendment any of the securities being registered  that
remain unsold at the termination of any offering.

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

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


<PAGE>
                           SIGNATURES

      The  Registrant.   Pursuant  to  the  requirements  of  the
Securities Act of 1933, as amended, 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 2nd day of May, 2000.

                              Georgia-Pacific Corporation


                              By: /s/ Danny W. Huff
                                      Danny W. Huff
                                      Executive Vice President - Finance and
                                         Chief Financial Officer


      KNOW  ALL  MEN  BY  THESE PRESENTS that each  person  whose
signature appears below constitutes and appoints James F.  Kelley
and  Kenneth  F. Khoury, and either of them (with full  power  in
each  to  act alone), as true and lawful attorneys-in-fact,  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.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated below on this 2nd day of May,
2000.

          Signature                  Title

     /s/ A.D. Correll              Director, Chairman, Chief Executive Officer
         A.D. Correll              and President (Principal Executive Officer)


     /s/ Danny W. Huff             Executive Vice President-Finance and Chief
         Danny W. Huff             Financial Officer (Principal Financial
                                   Officer)


     /s/ James E. Terrell          Vice-President and Controller (Principal
         James E. Terrell          Accounting Officer)


     /s/ James S. Balloun          Director
         James S. Balloun

     /s/ Robert Carswell           Director
         Robert Carswell

<PAGE>

     /s/ Jane Evans                Director
         Jane Evans

     /s/ Donald V. Fites           Director
         Donald V. Fites

     /s/ Harvey C. Fruehauf, Jr.   Director
         Harvey C. Fruehauf, Jr.


     /s/ Richard V. Giordano       Director
         Richard V. Giordano

     /s/ David R. Goode            Director
         David R. Goode

     /s/ M. Douglas Ivester        Director
         M. Douglas Ivester

     /s/ James P. Kelly            Director
         James P. Kelly

     /s/ Louis W. Sullivan         Director
         Louis W. Sullivan

     /s/ James B. Williams         Director
         James B. Williams

<PAGE>

                        INDEX TO EXHIBITS

Exhibit No.           Sequentially Numbered Description

5                     Opinion of Kenneth F. Khoury, Esq.

23.1                  Consent of Arthur Andersen LLP.

23.2                  Consent of Kenneth F. Khoury, Esq. (included in Exhibit 5)

24                    Powers of Attorney (included on Signature Page).
[{"type": "S-8", "sequence": "1", "description": "GEORGIA-PACIFIC FORM S-8", "secsgml_size_bytes": 27558}]
{"company-data": {"conformed-name": "GEORGIA PACIFIC CORP", "cik": "0000041077", "assigned-sic": "2400", "irs-number": "930432081", "state-of-incorporation": "GA", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36198", "film-number": "618388"}, "business-address": {"street1": "133 PEACHTREE ST NE", "street2": "41ST FL", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "4045214000"}, "mail-address": {"street1": "133 PEACHTREE ST NE", "street2": "41ST FL", "city": "ATLANTA", "state": "GA", "zip": "30303"}}
As filed with the Securities and Exchange Commission on May 3, 2000

                                                  Registration No. 333- _____

               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 or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identification No.)

  133 Peachtree Street, N.E.
       Atlanta, Georgia                       30303
(Address of principal executive             (Zip Code)
           offices)

Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan
  Georgia-Pacific Corporation/The Timber Group 1997 Long-Term Incentive Plan
                            (Full title of the plan)

                       Kenneth F. Khoury
      Vice President, Deputy General Counsel and Secretary
                  Georgia-Pacific Corporation
                   133 Peachtree Street, N.E.
                     Atlanta, Georgia 30303
                         (404) 652-4839
  (Name, address and telephone number, including area code, of
                       agent for service)

               CALCULATION OF REGISTRATION FEE
Proposed
  Title of each each class of      Amount to be      Proposed maximum           maximum             Amount of
 securities to be registered(1)   registered (2)    offering price per    aggregate offering   registration fee
                                                         share(3)              price(3)
Georgia-Pacific Group Common       7,000,000
Stock, par value $0.80               shares(4)            $37.19               $260,312,500        $68,722.50

Georgia-Pacific Timber Group       1,500,000
Common Stock, par value $.80         shares(5)            $23.38                 $35,062,500         $9,256.50
Pursuant  to Rule 416(a) under the Securities Act, includes
(1)   an  indeterminate number of additional shares that  may  be
      offered  and  issued  to  prevent dilution  resulting  from
      stock splits, stock dividends or similar transactions.
Estimated  solely  for  the  purpose  of  calculating   the
(2)   registration  fee, in accordance with Rule  457  (h)(1)  on
      the  average of the high and low sales prices of $37.19 and
      $23.38 per share for Georgia-Pacific Corporation - Georgia-
      Pacific Group Common Stock ("G-P Group Stock") and Georgia-
      Pacific  Corporation -  Timber Group Common Stock  ("Timber
      Group Stock") on the NYSE on April 28, 2000.
Part I - Information Required in the Section 10(a) Prospectus

      The  documents  constituting part I  of  this  Registration
Statement  have been or will be sent or given to participants  in
the  Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-
Term  Incentive  Plan  and  the  Georgia-Pacific  Corporation/The
Timber  Group  1997  Long-Term Incentive Plan  (the  "Plans")  as
specified by Rule 428 (b)(1) under the Securities Act.

     Upon  written or oral request, the Registrant will  provide,
without charge, the documents incorporated by reference in Item 3
of  Part  II  of this Registration Statement.  The documents  are
incorporated  by reference in the Section 10(a) prospectus.   The
Registrant  will  also provide, without charge, upon  written  or
oral  request,  other  documents  required  to  be  delivered  to
employees  pursuant  to  Rule 428(b) under  the  Securities  Act.
Requests  for the above mentioned information should be  directed
to  Kenneth F. Khoury, Vice President, Deputy General Counsel and
Secretary, at Georgia-Pacific Corporation, 133 Peachtree  Street,
N.E., Atlanta, Georgia 30303 or (404) 652-4839.
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 January 1, 2000;

     (b)  the  Corporation's Current Reports on  Form  8-K  dated
          March 23, 2000 and April 19, 2000;

     (c)  the  Corporation's Registration Statements on Form  8-A
          dated  November 11, 1997 and June 25, 1999 with respect
          to   the   description  of  each  class  of  securities
          described therein; and
     (d)  all  other  documents filed by the Registrant  and  the
          Plans  pursuant to Sections 13(a), 13(c), 14 and  15(d)
          of  the  Securities Exchange Act of 1934 (the "Exchange
          Act")   prior   to   the  filing  of  a  post-effective
          amendment   to   this   Registration   Statement   that
          indicates  that all securities offered have  been  sold
          or that deregisters securities that remain unsold.

     Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a statement contained herein or in any subsequently
filed  document  that also is, or is deemed to  be,  incorporated
herein  by reference modifies or supersedes such statement.   Any
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
registration statement.

Item 4.        Description of Securities.

     Not applicable.

Item 5.        Interests of Named Experts and Counsel.

     The validity of the shares of the G-P Group Stock and the
Timber Group Stock is being passed upon by Kenneth F. Khoury,
Vice President, Deputy General Counsel and Secretary of the
Registrant.  Kenneth F. Khoury is an officer of, and receives
compensation from the Registrant.

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  an
individual who is a party to a proceeding because he or she is or
was  a  director against liability incurred in the proceeding  if
(1)  such individual conducted himself or herself in good  faith;
and  (2)  such individual reasonably believed (A) in the case  of
conduct in his or her official capacity, that such conduct was in
the  best  interests of the corporation, (B) in all other  cases,
that  such conduct was at least not opposed to the best interests
of  the  corporation;  and  (C)  in  the  case  of  any  criminal
proceeding,  that  the  individual had  no  reasonable  cause  to
believe such 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,  except  for
reasonable expenses incurred in connection with the proceeding if
it  is determined that the director has met the relevant standard
of  conduct, or in connection with any proceeding with respect to
conduct for which he or she was adjudged liable on the basis that
personal  benefit was improperly received by him or her,  whether
or  not  involving  action  in  his  or  her  official  capacity.
Notwithstanding  the foregoing, pursuant to Section  14-2-854,  a
court  may  order a corporation to indemnify a director  if  such
court determines, in view of all the relevant circumstances, that
it  is fair and reasonable to indemnify the director even if  the
director  has not met the relevant standard of conduct set  forth
in  subsections  (a) and (b) of Section 14-2-851 of  the  Georgia
Business Corporation Code, failed to comply with Section 14-2-853
of  the Georgia Business Corporation Code, or was adjudged liable
in a proceeding referred to in paragraph (1) or (2) of subsection
(d) of Section 14-2-851 of the Georgia Business Corporation Code,
but  if  the director was adjudged so liable, the indemnification
shall  be  limited to reasonable expenses incurred in  connection
with the proceeding.

      Section  14-2-852 of the Georgia Business Corporation  Code
provides  that a corporation shall indemnify a director  who  was
wholly successful, on the merits or otherwise, in the defense  of
any  proceeding to which he or she was a party because he or  she
was  a  director  of the corporation against reasonable  expenses
incurred by the director in connection with the proceeding.

      Section  14-2-857 of the Georgia Business Corporation  Code
provides that a corporation may indemnify and advance expenses to
an  officer  of  the corporation who is a party to  a  proceeding
because  he or she is an officer of the corporation to  the  same
extent  as a director.  If the officer is not a director, (or  if
the  officer is a director but the sole basis on which he or  she
is made a party to the proceeding is an act or omission solely as
an  officer)  to  such further extent as may be provided  by  the
articles of incorporation, the bylaws, a resolution of the  board
of  directors,  or contract except for liability arising  out  of
conduct that constitutes (1) appropriation, in violation of their
duties, of any business opportunity of the corporation, (2)  acts
or  omissions  that involve intentional misconduct or  a  knowing
violation of law, (3) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code or (4)  receipt
of an improper personal benefit.  An officer of a corporation who
is  not a director is entitled to mandatory indemnification under
Section 14-2-852 of the Georgia Business Corporation Code and may
apply  to  a court under Section 14-2-854 of the Georgia Business
Corporation  Code for indemnification, in each case to  the  same
extent  to  which  a director may be entitled to  indemnification
under   those  provisions.   Finally,  a  corporation  may   also
indemnify  an  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, general or specific action
by its board of directors or contract.

      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 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 any and all liability and expense (including,
without  limitation, counsel fees and disbursements, and  amounts
of  judgments,  fines or penalties against, or  amounts  paid  in
settlement  by, a director, officer, employee or agent)  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 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  claim,  action,
matter, suit or proceeding is entitled to indemnification  as  of
right  for  expenses  (including attorney's  fees)  actually  and
reasonable  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  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 pleas of guilty
        or  nolo contendre 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 that 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.

Item 8.        Exhibits.

Exhibit No.    Description

3.1(i)         Articles   of   Incorporation,  restated   as   of
               December  16, 1997 (Filed as Exhibit  4.1  to  the
               Corporation's Registration Statement on  Form  S-8
               as  filed  with  the Commission  on  December  18,
               1997,  and  incorporated herein by this  reference
               thereto).

3.1(ii)        Articles  of  Amendment to  Restated  Articles  of
               Incorporation  (Filed  as  Exhibit  3.1   to   the
               Corporation's  Quarterly Report on Form  10-Q  for
               the  quarter ended June 30, 1998, and incorporated
               herein by this reference thereto).

3.2            Bylaws,  as amended to date (Filed as Exhibit  3.2
               to  the  Corporation's Annual Report on Form  10-K
               for  the  fiscal year ended January 1,  2000,  and
               incorporated herein by this reference).

4.1            Rights  Agreement, dated as of December 16,  1997,
               between  Georgia-Pacific  Corporation  and   First
               Chicago Trust Company of New York, with form of G-
               P  Rights  Certificate attached  as  Exhibit  A-1,
Form  of  Timber  Rights Certificate  attached  as
               Exhibit  A-2, Series B Preferred Stock Designation
               attached  as  Exhibit B-1 and Series  C  Preferred
               Stock  Designation attached as Exhibit B-2  (Filed
               as  Exhibit 4.3(ii) to the Corporation's Amendment
               No.  1 to Registration Statement on Form S-4 dated
               October 29, 1997).

4.2            Amendment No. 1, dated as of November 8, 1999,  to
               Amended and Restated Rights Agreement dated as  of
               December    16,   1997   between   Georgia-Pacific
               Corporation  and  First Chicago Trust  Company  of
               New  York,  as  Rights  Agent  (Filed  as  Exhibit
               4.3(ii)  to  the  Corporation's Annual  Report  on
               Form  10-K  for the fiscal year ended  January  1,
               2000,  and  incorporated herein by this  reference
               thereto).

5              Opinion of Kenneth F. Khoury, Esq.

23.1           Consent of Arthur Andersen LLP.

23.2           Consent  of  Kenneth F. Khoury, Esq. (included  in
               Exhibit 5)

24             Powers of Attorney (included on Signature Page).

Item 9.        Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

       (ii)  To  reflect  in the prospectus any facts  or  events
             arising   after   the   effective   date   of   this
             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  this  Registration
             Statement;

       (iii) To  include any material information with respect to
             the  plan  of distribution not previously  disclosed
             in  this  Registration  Statement  or  any  material
             change  to  such  information in  this  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 15(d) of the Exchange Act that are incorporated  by
reference in this 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  that
remain unsold at the termination of any offering.

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

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

      The  Registrant.   Pursuant  to  the  requirements  of  the
Securities Act of 1933, as amended, 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 2nd day of May, 2000.

                              Georgia-Pacific Corporation

                              By: /s/ Danny W. Huff
                                      Danny W. Huff
                                      Executive Vice President - Finance and
                                         Chief Financial Officer

      KNOW  ALL  MEN  BY  THESE PRESENTS that each  person  whose
signature appears below constitutes and appoints James F.  Kelley
and  Kenneth  F. Khoury, and either of them (with full  power  in
each  to  act alone), as true and lawful attorneys-in-fact,  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.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated below on this 2nd day of May,
2000.

          Signature                  Title

     /s/ A.D. Correll              Director, Chairman, Chief Executive Officer
         A.D. Correll              and President (Principal Executive Officer)

     /s/ Danny W. Huff             Executive Vice President-Finance and Chief
         Danny W. Huff             Financial Officer (Principal Financial
                                   Officer)

     /s/ James E. Terrell          Vice-President and Controller (Principal
         James E. Terrell          Accounting Officer)

     /s/ James S. Balloun          Director
         James S. Balloun

     /s/ Robert Carswell           Director
         Robert Carswell
/s/ Jane Evans                Director
         Jane Evans

     /s/ Donald V. Fites           Director
         Donald V. Fites

     /s/ Harvey C. Fruehauf, Jr.   Director
         Harvey C. Fruehauf, Jr.

     /s/ Richard V. Giordano       Director
         Richard V. Giordano

     /s/ David R. Goode            Director
         David R. Goode

     /s/ M. Douglas Ivester        Director
         M. Douglas Ivester

     /s/ James P. Kelly            Director
         James P. Kelly

     /s/ Louis W. Sullivan         Director
         Louis W. Sullivan

     /s/ James B. Williams         Director
         James B. Williams
INDEX TO EXHIBITS

Exhibit No.           Sequentially Numbered Description

5                     Opinion of Kenneth F. Khoury, Esq.

23.1                  Consent of Arthur Andersen LLP.

23.2                  Consent of Kenneth F. Khoury, Esq. (included in Exhibit 5)

24                    Powers of Attorney (included on Signature Page).