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 Group 2000 Employee Stock Purchase Plan
      The Timber Company 2000 Employee Stock Purchase Plan
    Georgia-Pacific Tissue 2000 Employee Stock Purchase Plan
                    (Full title of the plans)

                       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       9,000,000
Stock, par value $0.80               shares(4)            $37.19               $334,687,500        $88,357.50

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(c) under the Securities Act  of  1933,
(1)  as   amended   (the  "Securities  Act"),  this  Registration
     Statement  also covers an indeterminate amount of  interests
     to  be  offered  or  sold pursuant to the  employee  benefit
     plans described herein.
<F2> Pursuant  to Rule 416(a) under the Securities Act,  includes
(2)  an  indeterminate number of additional shares  that  may  be
     offered and issued to prevent dilution resulting from  stock
     splits, stock dividends or similar transactions.
<F3> Estimated   solely  for  the  purpose  of  calculating   the
(3)  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.
<F4> This  amount  includes (i) 8,550,000  shares  of  G-P  Group
(4)  Stock   issuable  under  the  Georgia-Pacific   Group   2000
     Employee Stock Purchase Plan and (ii) 450,000 shares of  G-P
     Group  Stock issuable under the Georgia-Pacific Tissue  2000
     Employee Stock Purchase Plan.
</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 Group 2000  Employee  Stock
Purchase  Plan,  the Timber Company 2000 Employee Stock  Purchase
Plan  and the Georgia-Pacific Tissue 2000 Employee Stock Purchase
Plan  (collectively, 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
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)

<PAGE>

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
<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,
               Form  of  Timber  Rights Certificate  attached  as
<PAGE>
               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
<PAGE>

     /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

<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": 28282}]
{"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": "333-36196", "film-number": "618385"}, "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 Group 2000 Employee Stock Purchase Plan
      The Timber Company 2000 Employee Stock Purchase Plan
    Georgia-Pacific Tissue 2000 Employee Stock Purchase Plan
                    (Full title of the plans)

                       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       9,000,000
Stock, par value $0.80               shares(4)            $37.19               $334,687,500        $88,357.50

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(c) under the Securities Act  of  1933,
(1)  as   amended   (the  "Securities  Act"),  this  Registration
     Statement  also covers an indeterminate amount of  interests
     to  be  offered  or  sold pursuant to the  employee  benefit
     plans described herein.
Pursuant  to Rule 416(a) under the Securities Act,  includes
(2)  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
(3)  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.
This  amount  includes (i) 8,550,000  shares  of  G-P  Group
(4)  Stock   issuable  under  the  Georgia-Pacific   Group   2000
     Employee Stock Purchase Plan and (ii) 450,000 shares of  G-P
     Group  Stock issuable under the Georgia-Pacific Tissue  2000
     Employee Stock Purchase Plan.
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 Group 2000  Employee  Stock
Purchase  Plan,  the Timber Company 2000 Employee Stock  Purchase
Plan  and the Georgia-Pacific Tissue 2000 Employee Stock Purchase
Plan  (collectively, 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).