<PAGE>    1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              -----------------------------
                                     FORM 10-K405

(Mark One)

[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                     For the Fiscal Year Ended December 31, 1995

                                        OR

 [  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                to
                              -------------       -------------

                         Commission File Number 1-3506

                          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
organization                            or Identification No.)

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

Registrant's telephone number,
 including area code                         (404) 652-4000
                                        -------------------------
Securities registered pursuant to
Section 12(b) of the Act:


                                        Name of each exchange on
Title of each class                     which registered
-------------------                     -------------------------

Common Stock ($.80 par value)           New York Stock Exchange
-----------------------------           -------------------------


Junior Preferred Stock Purchase
Rights                                  New York Stock Exchange
-------------------------------         -------------------------

Securities registered pursuant to
Section 12(g) of the Act:               None
                                        -------

<PAGE>    2

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  X     No
                                             ---       ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 7, 1996, was $6,141,630,931.

     As of the close of business on March 7, 1996, the Registrant had
 91,325,367 shares of Common Stock outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE

     Listed hereunder are the documents any portions of which are incorporated
by reference and the Parts of this Form 10-K into which such portions are
incorporated:

     1.   The Corporation's Annual Report to Shareholders for the fiscal year
          ended December 31, 1995, portions of which are incorporated by
          reference in Parts I, II and IV of this Form 10-K; and

     2.   The Corporation's definitive Proxy Statement expected to be dated
          March 22, 1996, for use in connection with the Annual Meeting of
          Shareholders to be held on May 7,1996, portions of which are
          incorporated by reference into Part III of this Form 10-K.

<PAGE>    3

                          Georgia-Pacific Corporation

                               Table of Contents

<TABLE>
<CAPTION>
                              PART I
                                                            ---
<S>            <C>                                          <C>
Item 1.        Business                                     1

Item 2.        Properties                                   1

Item 3.        Legal Proceedings                            2

Item 4.        Submission of Matters to a Vote of
               Security Holders                             2

                           PART II

Item 5.        Market for Registrant's Common Equity
               and Related Stockholder Matters              3

Item 6.        Selected Financial Data                      3

Item 7.        Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                   3

Item 8.        Financial Statements and Supplementary
               Data                                         3

Item 9.        Changes in and Disagreements With
               Accountants on Accounting and Financial
               Disclosure                                   3

                          PART III

Item 10.       Directors and Executive Officers of the
               Registrant                                   4

Item 11.       Executive Compensation                       7

Item 12.       Security Ownership of Certain Beneficial
               Owners and Management                        7

Item 13.       Certain Relationships and Related
               Transactions                                 7

                          PART IV
  
Item 14.       Exhibits, Financial Statement Schedules,
               and Reports on Form 8-K                      8

</TABLE>

                         PART I

ITEM 1.      BUSINESS
Georgia-Pacific Corporation (together with its subsidiaries herein referred to
as the "Corporation") was organized in 1927 under the laws of the State of
Georgia.

Information pertaining to the Corporation's business, including industry
segments, set forth under the captions "Building Products,"  "Pulp and Paper,"
"Management's Discussion and Analysis,"  Note 2 of the Notes to Financial
Statements, "Sales and Operating Profits by Industry Segment," and "Operating
Statistics" of the Corporation's 1995 Annual Report to Shareholders is
incorporated herein by reference.

TIMBER RESOURCES
Information pertaining to the Corporation's timber resources set forth under the
captions "Building Products - Forest Resources" and "Operating Statistics" of
the Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.

MINERAL RESOURCES
Information pertaining to the Corporation's gypsum resources set forth under the
caption "Building Products - Gypsum Products" of the Corporation's 1995 Annual
Report to Shareholders is incorporated herein by reference.

ENVIRONMENT
Information pertaining to environmental issues and the Corporation's
expenditures for pollution control facilities and equipment set forth under the
captions "Environment," "Management's Discussion and Analysis - Investment
Activities" and Note 10 of the Notes to Financial Statements of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.

EMPLOYEES
Information pertaining to persons employed by the Corporation set forth under
the caption "Management's Discussion and Analysis - Other" of the Corporation's
1995 Annual Report to Shareholders is incorporated herein by reference.

ITEM 2.   PROPERTIES
Information pertaining to the number of manufacturing facilities as of December
31, 1995 and capacity and historical production volumes as of December 31, 1995
by plant type set forth under the caption "Operating Statistics" of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.

Information concerning the Corporation's timber and mineral resources is
presented under Item 1 of this Form 10-K.

<PAGE>    5

ITEM 3.   LEGAL PROCEEDINGS
The information contained in Note 10 of the Notes to Financial Statements of the
Corporation's 1995 Annual Report to Shareholders ("Note 10") is incorporated
herein by reference.

ENVIRONMENTAL PROCEEDINGS
Pursuant to the rules of the Securities and Exchange Commission, the Corporation
is required to describe environmental proceedings to which a governmental
authority is a party and which involve potential monetary sanctions, exclusive
of interest and costs, of at least $100,000.  Following are descriptions of the
legal proceedings meeting this criteria.

As last reported in the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, about July 20, 1992, the Corporation received from
the Environmental Protection Agency ("EPA") a Notice of Violation ("NOV")
alleging past violations of a construction permit regulating air emissions at
the Corporation's Gaylord, Michigan facility.  On March 31, 1993, the
Corporation received a second NOV alleging past violations at the same facility.
In addition, the State of Michigan has issued three letters alleging violations
of the facility's opacity limits.  The Corporation recently reached an agreement
in principle with the U. S. Department of Justice,  the EPA, and the State of
Michigan to settle these claims and all others relating to the facility,
which will entail payment of a $700,000 fine and the installation by the
Corporation of air emission controls at the Gaylord facility.  The
Corporation is presently negotiating the final terms and conditions of the
Consent Agreement.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1995, there were no matters submitted to a vote of
security holders through the solicitation of proxies or otherwise.

<PAGE>    6
                                       PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information with respect to the Market for the Corporation's Common Equity and
Related Stockholder Matters set forth under the captions "Highlights," Note 12
of the Notes to Financial Statements and "Investor Information" of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.  As of the close of business on March 7, 1996, the Corporation's
common stock price was $67.25, and there were approximately 42,900 record
holders of its Common Stock.

ITEM 6.   SELECTED FINANCIAL DATA
Information with respect to Selected Financial Data set forth under the captions
"Selected Financial Data - Operations" and "Selected Financial Data - Financial
Position, End of Year" of the Corporation's 1995 Annual Report to Shareholders
is incorporated herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information with respect to Management's Discussion and Analysis set forth under
the caption "Management's Discussion and Analysis" of the Corporation's 1995
Annual Report to Shareholders is incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to Financial Statements and Supplementary Data as set
forth under the captions "Statements of Income," "Statements of Cash Flows,"
"Balance Sheets," "Statements of Shareholders' Equity,"  "Notes to Financial
Statements" and "Report of Independent Public Accountants" of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on accounting
and financial disclosure within the twenty-four months prior to the date of the
most recent financial statements filed as part of the 1995 Annual Report on Form
10-K.

<PAGE>    7

                                      PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors of the Corporation and disclosure pursuant
to Item 405 of Regulation S-K is incorporated herein by reference to the
Corporation's Notice of 1996 Annual Meeting of Shareholders and Proxy Statement
expected to be dated March 22, 1996.

Executive Officers of the Registrant

The executive officers of the Corporation are as follows:

<TABLE>
<CAPTION>

                              Date first
                              elected as
Name                Age       an officer     Position or office
------------------- -----     ------------   --------------------
<S>                 <C>       <C>            <C>
A. D. Correll        54        1988           Chairman and Chief
                                              Executive Officer and a Director

W. E. Babin          60        1990           Executive Vice
                                              President -
                                              Pulp and Paper

John F. McGovern     49        1983           Executive Vice
                                              President - Finance
                                              and Chief Financial Officer

Davis K. Mortensen   63        1982           Executive Vice
                                              President -
                                              Building Products

James E. Bostic, Jr. 48        1991           Senior Vice
                                              President -
                                              Environmental,
                                              Government
                                              Affairs and
                                              Communications

Gerard R. Brandt     56        1990           Senior Vice
                                              President -
                                              Human Resources

Donald L. Glass      47        1982           Senior Vice
                                              President -
                                              Building Products
                                              Manufacturing and Sales

James F. Kelley      54        1993           Senior Vice
                                              President - Law

Clint M. Kennedy     46        1988           Senior Vice
                                              President - Pulp,
                                              Bleached Board and
                                              Logistics
</TABLE>


<PAGE>    8
<TABLE>
<S>                 <C>       <C>            <C>

Maurice W. Kring    59        1983           Senior Vice
                                             President -
                                             Containerboard and
                                             Packaging

George A.
MacConnell          48        1983           Senior Vice
                                             President -
                                             Distribution and          
                                             Millwork

John F. Rasor       52        1983           Senior Vice
                                             President -
                                             Forest Resources
                                             
David W. Reynolds   64        1983           Senior Vice
                                             President -
                                             Administration

Lee M. Thomas       51        1993           Senior Vice
                                             President - Paper

James E. Terrell    46        1989           Vice President and
                                             Controller
</TABLE>


Alston D. Correll has been Chief Executive Officer of Georgia-Pacific since May
1993, and Chairman since December 1993.  He served as President and Chief
Operating Officer of the Corporation from August 1991 until May 1993, and
President and Chief Executive Officer from May 1993 until December 1993.  Mr.
Correll served as Executive Vice President - Pulp and Paper from April 1989
through July 1991.

W. E. Babin has been Executive Vice President - Pulp and Paper since January
1993.  Prior to that time, Mr. Babin served as Executive Vice President - Pulp
and Paperboard from May 1992 to January 1993, Senior Vice President -
Containerboard and Packaging from January 1991 to May 1992, and Group Vice
President - Containerboard and Packaging from February 1990 to January 1991.

John F. McGovern has been Executive Vice President - Finance since September
1995, and Chief Financial Officer since February 1994.  He served as Senior Vice
President - Finance from January 1993 until September 1995, Vice President -
Finance from 1983 until January 1993, and Treasurer from March 1992 to October
1993.

Davis K. Mortensen has been Executive Vice President - Building Products since
1989.

James E. Bostic, Jr. has been Senior Vice President - Environmental, Government
Affairs and Communications since February 1995.  Prior to that time, he served
as Group Vice President - Communication Papers from April 1992 through January
1995, Group Vice President - Butler Paper and Mail-Well from January 1992 to
April 1992, and Vice President - Butler Paper and Mail-Well from January 1991 to
January 1992.  In addition, Mr. Bostic was General Manager, Commercial Products
and Systems Division, from 1990 to 1991.

Gerard R. Brandt has been Senior Vice President - Human Resources since February
1995.  Prior to that time, he served as Group Vice President - Packaged Products
from July 1993 through January 1995, Group Vice President - Butler Paper and
Mail-Well from May 1992 to July 1993, Vice President - Butler Paper and Mail-
Well from April 1992 to May 1993, and Vice President - Communication Papers
Manufacturing from May 1990 to April 1992.

<PAGE>    9

Donald L. Glass has been Senior Vice President - Building Products Manufacturing
and Sales since 1991 and served as Senior Vice President - Building Products
Manufacturing from 1989 to 1991.

James F. Kelley joined the Corporation as Senior Vice President - Law and
General Counsel in December 1993.  Prior to that time, he was a partner in the
law firm of Jones, Day, Reavis & Pogue.

Clint M. Kennedy has been Senior Vice President - Pulp, Bleached Board and
Logistics since February 1995.  Prior to that time, he served as Group Vice
President - Pulp and Bleached Board from July 1992 through January 1995 and Vice
President - Sales and Marketing, Pulp and Bleached Board from May 1990 to July
1992.

Maurice W. Kring has been Senior Vice President - Containerboard and Packaging
since February 1994.  Prior to that time, he served as Group Vice President -
Containerboard and Packaging from July 1993 until February 1994 and Group Vice
President - Packaged Products from 1987 to July 1993.

George A. MacConnell has been Senior Vice President - Distribution and Millwork
since February 1993 and served as Senior Vice President - Distribution and
Specialty Operations from 1989 to February 1993.

John F. Rasor has been Senior Vice President - Forest Resources since February
1995.  Prior to that time, he served as Group Vice President - Forest Resources
from May 1992 through January 1995, Group Vice President - Timber from January
1992 to May 1992, Vice President - Forest Resources from 1991 to January 1992,
and Vice President - Eastern Wood Products Manufacturing Division from 1989 to
1991.

David W. Reynolds has been Senior Vice President - Administration since February
1995.  Prior to that time, he served as Senior Vice President - Human Resources
and Administration from 1989 through January 1995.

Lee M. Thomas has been Senior Vice President - Paper since February 1995.  Prior
to that time, he served as Senior Vice President - Environmental, Government
Affairs and Communications from February 1994 through January 1995, and Senior
Vice President - Environmental and Government Affairs from March 1993 through
January 1994.  Prior to joining the Corporation in March 1993, Mr. Thomas served
as Chairman and Chief Executive Officer of Law Companies Environmental Group,
Inc. (an engineering and environmental services company) from 1989 until March
1993.

James E. Terrell was elected Vice President of the Corporation in January 1991
and has served as Controller since 1989.

The Corporation's Board of Directors elects officers of the Corporation who hold
the offices to which they are elected until the next annual organizational
meeting of the Board.  The Compensation Committee determines the compensation of
officers who are also directors of the Corporation, and makes recommendations to
the Board of Directors regarding compensation for all other officers of the
Corporation.  The amount of compensation is then determined by the Board of
Directors based on such recommendation.  There are no other arrangements or
understandings between the respective officers and any other person pursuant to
which such officers are elected.


<PAGE>    10
ITEM 11.  EXECUTIVE COMPENSATION
Information with respect to Executive Compensation is incorporated herein by
reference to the Corporation's Notice of 1996 Annual Meeting of Shareholders and
Proxy Statement expected to be dated March 22, 1996.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to Security Ownership of Certain Beneficial Owners and
Management is incorporated herein by reference to the Corporation's Notice of
1996 Annual Meeting of Shareholders and Proxy Statement expected to be dated
March 22, 1996.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to Certain Relationships and Related Transactions is
incorporated herein by reference to the Corporation's Notice of 1996 Annual
Meeting of Shareholders and Proxy Statement expected to be dated March 22, 1996.

<PAGE>    11

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as a part of this Annual Report for
          Georgia-Pacific Corporation and subsidiaries:

          (1)  The Financial Statements, Notes to Financial Statements and the
               Report of Independent Public Accountants dated February 9, 1996
               listed below are incorporated herein by reference to the
               Corporation's 1995 Annual Report to Shareholders:

               Statements of Income for the years ended December 31, 1995,
               1994 and 1993. 

               Statements of Cash Flows for the years ended
               December 31, 1995, 1994 and 1993.

               Balance Sheets as of December 31, 1995 and 1994.

               Statements of Shareholders' Equity for the years ended December
               31, 1995, 1994 and 1993.

               Notes 1 through 12 of the Notes to Financial
               Statements

               Report of Independent Public Accountants

          (2)  Financial Statement Schedules:

               Report of Independent Public Accountants as to
               Schedule

               II   Valuation and Qualifying Accounts for the years ended
                    December 31, 1995, 1994 and 1993.

               Schedules other than that listed above are omitted because they
               are not required, are inapplicable or the information is
               otherwise shown in the financial statements or notes thereto.

          (3)  Exhibits

               The exhibits required to be filed as part of this Annual Report
               on Form 10-K are as follows:


               NUMBER         DESCRIPTION

               2.1       Asset Purchase Agreement between Domtar Inc. and
                         Georgia-Pacific Corporation dated November 8, 1995
<PAGE>    12
                         (Filed as Exhibit 2.1 to the Corporation's
                         Quarterly Report on Form 10-Q for the quarter
                         ended September 30, 1995, and incorporated herein
                         by this reference thereto).

               2.2       Share Purchase Agreement between Domtar Industries
                         Inc., Domtar Gypsum Inc., Domtar Inc. and Georgia-
                         Pacific Corporation dated November 8, 1995 (Filed as
                         Exhibit 2.2 to the Corporation's Quarterly Report on
                         Form 10-Q for the quarter ended September 30, 1995, and
                         incorporated herein by this reference thereto).

               3.1       Articles of Incorporation, restated as of October 30,
                         1989 (Filed as Exhibit 3.1 to the Corporation's Annual
                         Report on Form 10-K for the year ended December 31,
                         1994, and incorporated herein by this reference
                         thereto).

               3.2       Bylaws as amended to date (Filed as Exhibit 3.2 to the
                         Corporation's Quarterly Report on Form 10-Q for the
                         quarter ended March 31, 1994, and incorporated herein
                         by this reference thereto).

               4.1(i)    Credit Agreement, dated as of June 30, 1993, among
                         Georgia-Pacific Corporation, as borrower, the lenders
                         named therein, and Bank of America National Trust and
                         Savings Association, as agent (Filed as Exhibit 4.1(i)
                         to the Corporation's Quarterly Report on Form 10-Q for
                         the quarter ended June 30, 1993, and incorporated
                         herein by this reference thereto).

               4.1(ii)   Amendment No. 1 to Credit Agreement, dated as of
                         November 30, 1994, among Georgia-Pacific Corporation,
                         the lenders named therein and Bank of America National
                         Trust and Savings Association, as agent (Filed as
                         Exhibit 4.1(ii) to the Corporation's Annual Report on
                         Form 10-K for the year ended December 31, 1994, and
                         incorporated herein by this reference thereto).

               4.2       In reliance upon Item 601(b)(4)(iii) of Regulation S-K,
                         various instruments defining the rights of holders of
                         long-term debt of the Corporation are not being filed
                         herewith because the total of securities authorized
                         under each such instrument does not exceed 10% of the
                         total assets of the Corporation.  The Corporation
                         hereby agrees to furnish a copy of any such instrument
                         to the Commission upon request.

<PAGE>    13

               4.3       Rights Agreement, dated as of July 31, 1989, between
                         Georgia-Pacific Corporation and First Chicago Trust
                         Company of New York, with form of Rights Certificate
                         attached as Exhibit A (Filed as Exhibit 4.3 to the
                         Corporation's Annual Report on Form 10-K for the year
                         ended December 31, 1994, and incorporated herein by
                         the reference thereto).

               4.4(i)    Indenture, dated as of March 1, 1983, between Georgia-
                         Pacific Corporation and The Chase Manhattan Bank
                         (National Association), Trustee (Filed as Exhibit 4(a)
                         to the Corporation's Registration Statement on Form S-3
                         dated May 9, 1990, and incorporated herein by this
                         reference thereto).

               4.4(ii)   First Supplemental Indenture, dated as of July 27,
                         1988, among Georgia-Pacific Corporation, The Chase
                         Manhattan Bank (National Association), Trustee, and
                         Morgan Guaranty Trust Company of New York (Filed as
                         Exhibit 4.4(ii) to the Corporation's Annual Report on
                         Form 10-K for the year ended December 31, 1992, and
                         incorporated herein by this reference thereto).

               10.1      Directors Group Life Insurance Program (Filed as
                         Exhibit 10.1 to the Corporation's Annual Report on Form
                         10-K for the year ended December 31, 1993, and
                         incorporated herein by this reference thereto).*

               10.2(i)   Executive Retirement Agreement (Officers Retirement
                         Plan) (Filed as Exhibit 10.2(i) to the Corporation's
                         Annual Report on Form 10-K for the year ended December
                         31, 1991, and incorporated herein by this reference
                         thereto).*

               10.2(ii)  Amendment No. 1 to Executive Retirement Agreement
                         (Officers Retirement Plan) (Filed as Exhibit 10.2(ii)
                         to the Corporation's Annual Report on Form 10-K for the
                         year ended December 31, 1991, and incorporated herein
                         by this reference thereto).*

               10.2(iii) Executive Retirement Agreement (Officers Retirement
                         Plan), as amended, as in effect after January 1, 1992
                         (Filed as Exhibit 10.2(iii) to the Corporation's Annual
                         Report on Form 10-K for the year ended December 31,
                         1992, and incorporated herein by this reference
                         thereto).*

*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.


<PAGE>    14

               10.2(iv)  Executive Retirement Agreement of James F. Kelley
                         (entered into December 6, 1993). (Filed as Exhibit 10.2
                         (v) to the Corporation's Annual Report on Form 10-K for
                         the year ended December 31, 1994, and incorporated
                         herein by this reference thereto).*

               10.3(i)   Key Salaried Employees Group Insurance Plan - Pre-1987
                         Group (As Amended and Restated Effective January 1,
                         1987) (Filed as Exhibit 10.3(i) to the Corporation's
                         Annual Report on Form 10-K for the year ended December
                         31, 1991, and incorporated herein by this reference
                         thereto).*

               10.3(ii)  Amendment No. 1 (Effective January 1, 1991) to the Key
                         Salaried Employees Group Insurance Plan - Pre-1987
                         Group (As Amended and Restated Effective January 1,
                         1987) (Filed as Exhibit 10.3(ii) to the Corporation's
                         Annual Report on Form 10-K for the year ended December
                         31, 1991, and incorporated herein by this reference
                         thereto).*

               10.3(iii) Key Salaried Employees Group Insurance Plan - Post-1986
                         Group (Effective January 1, 1987) (Filed as Exhibit
                         10.3(iii) to the Corporation's Annual Report on Form
                         10-K for the year ended December 31, 1991, and
                         incorporated herein by this reference thereto).*

               10.3(iv)  Amendment No. 1 (Effective January 1, 1991) to the Key
                         Salaried Employees Group Insurance Plan - Post-1986
                         Group (Effective January 1, 1987) (Filed as Exhibit
                         10.3(iv) to the Corporation's Annual Report on Form 10-
                         K for the year ended December 31, 1991, and
                         incorporated herein by this reference thereto).*

               10.3(v)   Amendment No. 2 to the Key Salaried Employees Group
                         Insurance Plan - Post-1986 Group (effective January 1,
                         1987) (Filed as Exhibit 10.3(v) to the Corporation's
                         Quarterly Report on Form 10-Q for the quarter ended
                         September 30, 1993, and incorporated herein by this
                         reference thereto).*


*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.


<PAGE>    15

               10.3(vi)  Amendment No. 3 to the Key Salaried Employees Group
                         Insurance Plan - Post-1986 Group (effective August 1,
                         1994) (Filed as Exhibit 10.3(vi) to the Corporation's
                         Quarterly Report on Form 10-Q for the quarter ended
                         June 30, 1994, and incorporated herein by this
                         reference thereto).*

               10.4      Directors Retirement Program (Filed as Exhibit 10.4 to
                         the Corporation's Annual Report on Form 10-K for the
                         year ended December 31, 1991, and incorporated herein
                         by this reference thereto).*

               10.5(i)   1990 Long-Term Incentive Plan (Filed as Exhibit 10.8 to
                         the Corporation's Annual Report on Form 10-K for the
                         year ended December 31, 1990, and incorporated herein
                         by this reference thereto).*

               10.5(ii)  Amendment No. 1 to 1990 Long-Term Incentive Plan (Filed
                         as Exhibit 10.8(ii) to the Corporation's Annual Report
                         on Form 10-K for the year ended December 31, 1991, and
                         incorporated herein by this reference thereto).*

               10.6      1994 Management Incentive Plan (Filed as Exhibit 10.11
                         to the Corporation's Annual Report on Form 10-K for the
                         year ended December 31, 1993, and  incorporated herein
                         by this reference thereto).*

               10.7      1995 Economic Value Incentive Plan (Filed as Exhibit
                         10.10 to the Corporation's Annual Report on Form 10-K
                         for the year ended December 31, 1994, and incorporated
                         herein by this reference thereto).*

               10.8(i)   1995 Shareholder Value Incentive Plan (Filed as Exhibit
                         10.11(i) to the Corporation's Annual Report on Form 10-
                         K for the year ended December 31, 1994, and
                         incorporated herein by this reference thereto).*

               10.8(ii)  Amendment No. 1 to 1995 Shareholder Value Incentive
                         Plan.*

               10.8(iii) Form of Shareholder Value Incentive Stock Option (Filed
                         as Exhibit 10.11(ii) to the Corporation's Annual Report
                         on Form 10-K for the year ended December 31, 1994, and
                         incorporated herein by this reference thereto).*

*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.


<PAGE>    16

               10.9(i)   Outside Directors Stock Plan, adopted March 17, 1995
                         (Filed as Exhibit 10.12 to the Corporation's Quarterly
                         Report on Form 10-Q for the quarter ended March 31,
                         1995, and incorporated herein by this reference
                         thereto).*

               10.9(ii)  Receivables Purchase Agreement dated as of June 1,
                         1990, among Georgia-Pacific Corporation, as the Seller,
                         and Asset Securitization Cooperative Corporation,
                         Corporate Asset Funding Company, Inc., Falcon Asset
                         Securitization Corporation and Matterhorn Capital
                         Corporation, as the Purchasers, and Canadian Imperial
                         Bank of Commerce, as the Administrative Agent (Filed as
                         Exhibit 10.17(i) to the Corporation's Annual Report on
                         Form 10-K for the year ended December 31, 1990, and
                         incorporated herein by this reference thereto).

               10.9(iii) Receivables Purchase Agreement dated as of June 1,
                         1990, among Georgia-Pacific Corporation, as the Seller,
                         and Canadian Imperial Bank of Commerce, Citibank, N.A.
                         and The First National Bank of Chicago, as the
                         Secondary Purchasers, and Matterhorn Capital
                         Corporation and Canadian Imperial Bank of Commerce, as
                         the Administrative Agent (Filed as Exhibit 10.17(ii) to
                         the Corporation's Annual Report on Form 10-K for the
                         year ended December 31, 1990, and incorporated herein
                         by this reference thereto).

               10.10(i)  Agreement, effective as of March 15, 1993, among
                         Georgia-Pacific Corporation, Hercules Incorporated, and
                         Lee M. Thomas (Filed as Exhibit 10.13 to the
                         Corporation's Annual Report on Form 10-K for the year
                         ended December 31, 1994, and incorporated herein by
                         this reference thereto).

               10.10(ii) First Addendum to Agreement, effective as of February
                         1, 1995, among Georgia-Pacific Corporation, Hercules
                         Incorporated, and Lee M. Thomas (Filed as Exhibit
                         10.13(ii) to the Corporation's Quarterly Report on Form
                         10-Q for the quarter ended March 31, 1995, and
                         incorporated herein by this reference thereto).

               11        Statements of Computation of Per Share Earnings.

               12        Statements of Computation of Ratio of Earnings to Fixed
                         Charges.


*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.

<PAGE>    17

               13        Portions of Georgia-Pacific Corporation's 1995 Annual
                         Report to Shareholders.  Such Report is not deemed to
                         be filed with the Commission as part of this Annual
                         Report on Form 10-K, except for the portions thereof
                         expressly incorporated by reference.

               21        Subsidiaries.

               23        Consent of Independent Public Accountants.

               24        Powers of Attorney.

               27        Financial Data Schedule.

               99        Parts 2 and 3 of Article 11 of the Georgia Business
                         Corporation Code (successor to Articles 11 and 11A of
                         the Georgia Business Corporation Code and Section 14-2-
                         230 through 14-2-235 and 14-2-235 through 14-2-238 of
                         the Official Code of Georgia Annotated) (Filed as
                         Exhibit 28 to the Corporation's Annual Report on Form
                         10-K for the year ended December 31, 1990, and
                         incorporated herein by this reference thereto).

(b)       Reports on Form 8-K

          The Corporation filed Current Reports on Form 8-K dated October 20,
          1995, in which it reported under Item 5 - "Other Events," December
          8, 1995, in which it reported under Item 5 - "Other Events" and Item
          7 - "Financial Statements, Pro Forma Financial Information and
          Exhibits," and December 12, 1995, in which it reported under Item 5 -
          "Other Events."


<PAGE>  18

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                         GEORGIA-PACIFIC CORPORATION
                              (Registrant)

                         By:  /s/ A. D. Correll
                                --------------------------
                                (A. D. Correll,
                                Chairman and Chief
                                Executive Officer)

                         Date:  March 12, 1996


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

     Signature                Title               Date
     -----------              ------              -----

As Officers or Directors of GEORGIA-PACIFIC CORPORATION

<S>                           <C>                 <C>

/s/ A. D. Correll             Director, Chairman  March 12, 1996
---------------------         and Chief
(A. D. Correll)               Executive Officer
                              (Principal Executive
                              Officer)

/s /John F. McGovern          Executive Vice      March 12, 1996
---------------------         President - Finance
(John F. McGovern)            and Chief Financial
                              Officer
                              (Principal Financial
                              Officer)

/s/ James E. Terrell          Vice President and  March 12, 1996
---------------------         Controller
(James E. Terrell)            (Principal Accounting
                              Officer)

     *                        Director            March 12, 1996
---------------------
(Robert Carswell)
     *                        Director            March 12, 1996
---------------------
(Jewel Plummer Cobb)

     *                        Director            March 12, 1996
---------------------
 (Jane Evans)
</TABLE>

<PAGE>    19
<TABLE>

<S>                           <C>                 <C>
     *                        Director            March 12, 1996
---------------------
 (Donald V. Fites)

     *                        Director            March 12, 1996
---------------------
 (Harvey C. Fruehauf, Jr.)

     *                        Director            March 12, 1996
---------------------
(Richard V. Giordano)

     *                        Director            March 12, 1996
---------------------
 (David R. Goode)

     *                        Director            March 12, 1996
---------------------
 (T. Marshall Hahn, Jr.)

     *                        Director            March 12, 1996
---------------------
(M. Douglas Ivester)

     *                        Director            March 12, 1996
---------------------
 (Francis Jungers)

     *                        Director            March 12, 1996
---------------------
 (Robert E. McNair)

     *                        Director            March 12, 1996
---------------------
(Louis W. Sullivan)

     *                        Director            March 12, 1996
---------------------
 (James B. Williams)


*By /s/ James F. Kelley

-----------------------
(James F. Kelley)

</TABLE>

*As Attorney-in-Fact for the Directors or Officers by whose names an asterisk
appears.


<PAGE>    20


               Report of Independent Public Accountants as to Schedule


To the Shareholders and the Board of
Directors of Georgia-Pacific Corporation:

We have audited in accordance with generally accepted auditing standards, the
financial statements of Georgia-Pacific Corporation incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 9, 1996.  Our
audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  Schedule II is the responsibility of the
Corporation's management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.




                                                  /S/ARTHUR ANDERSEN LLP
                                                  ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 9, 1996


<PAGE>    21
               GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

                              (Millions)

<TABLE>
<CAPTION>

                       Balance at   Charged to Charged to              Balance
                        beginning   costs and     Other               at end of
Description             of period    expenses   Accounts   Deductions   period
-----------             ---------    --------   --------   ---------- ---------
<S>                      <C>            <C>       <C>       <C>       <C>
Year ended
 December 31,
 1995
-------------
Allowance for
 doubtful
 accounts                 $  28       $   3       $   1(2)   $  (7)(3)  $  25
                          -----       -----       -----      -----      -----
Year ended
 December 31,
 1994
-------------
Allowance for
 doubtful
 accounts                 $  32       $   3       $   1(2)   $  (8)(3)  $  28
                          -----       -----       -----      -----      -----

Year ended
 December 31,
 1993
-------------
Allowance for
 doubtful
 accounts                 $  35       $   8       $   -      $ (11)(1)  $  32
                          -----       -----       -----      -----      -----

</TABLE>


(1)Includes $2 million deducted with the sale of Butler Paper Company assets
   and $9 million of accounts written off.
(2)Recoveries of accounts previously written off.
(3)Accounts written off.

<PAGE>    22

GEORGIA-PACIFIC CORPORATION

INDEX TO EXHIBITS
FILED WITH THE ANNUAL REPORT
ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1995


NUMBER    DESCRIPTION

2.1       Asset Purchase Agreement between Domtar Inc. and Georgia-Pacific
          Corporation dated November 8, 1995 (Filed as Exhibit 2.1 to the
          Corporation's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1995, and incorporated herein by this reference
          thereto).

2.2       Share Purchase Agreement between Domtar Industries Inc., Domtar Gypsum
          Inc., Domtar Inc. and Georgia-Pacific Corporation dated November 8,
          1995 (Filed as Exhibit 2.2 to the Corporation's Quarterly Report on
          Form 10-Q for the quarter ended September 30, 1995, and incorporated
          herein by this reference thereto).

3.1       Articles of Incorporation, restated as of October 30, 1989 (Filed as
          Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the
          year ended December 31, 1994, and incorporated herein by this
          reference thereto).

3.2       Bylaws as amended to date (Filed as Exhibit 3.2 to the Corporation's
          Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
          and incorporated herein by this reference thereto).

4.1(i)    Credit Agreement, dated as of June 30, 1993, among Georgia-Pacific
          Corporation, as borrower, the lenders named therein, and Bank of
          America National Trust and Savings Association, as agent (Filed as
          Exhibit 4.1(i) to the Corporation's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 1993, and incorporated herein by this
          reference thereto).

4.1(ii)   Amendment No. 1 to Credit Agreement, dated as of November 30, 1994,
          among Georgia-Pacific Corporation, the lenders named therein and Bank
          of America National Trust and Savings Association, as agent (Filed as
          Exhibit 4.1(ii) to the Corporation's Annual Report on Form 10-K for
          the year ended December 31, 1994, and incorporated herein by this
          reference thereto).

4.2       In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
          instruments defining the rights of holders of long-term debt of the
          Corporation are not being filed herewith because the total of
          securities authorized under each such instrument does not exceed 10%
          of the total assets of the Corporation.  The Corporation hereby agrees
          to furnish a copy of any such instrument to the Commission upon
          request.


<PAGE>    23

4.3       Rights Agreement, dated as of July 31, 1989, between Georgia-Pacific
          Corporation and First Chicago Trust Company of New York, with form of
          Rights Certificate attached as Exhibit A (Filed as Exhibit 4.3 to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1994, and incorporated herein by the reference thereto).

4.4(i)    Indenture, dated as of March 1, 1983, between Georgia-Pacific
          Corporation and The Chase Manhattan Bank (National Association),
          Trustee (Filed as Exhibit 4(a) to the Corporation's Registration
          Statement on Form S-3 dated May 9, 1990, and incorporated herein by
          this reference thereto).

4.4(ii)   First Supplemental Indenture, dated as of July 27, 1988, among
          Georgia-Pacific Corporation, The Chase Manhattan Bank (National
          Association), Trustee, and Morgan Guaranty Trust Company of New York
          (Filed as Exhibit 4.4(ii) to the Corporation's Annual Report on Form
          10-K for the year ended December 31, 1992, and incorporated herein by
          this reference thereto).

10.1      Directors Group Life Insurance Program (Filed as Exhibit 10.1 to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1993, and incorporated herein by this reference thereto).

10.2(i)   Executive Retirement Agreement (Officers Retirement Plan) (Filed as
          Exhibit 10.2(i) to the Corporation's Annual Report on Form 10-K for
          the year ended December 31, 1991, and incorporated herein by this
          reference thereto).

10.2(ii)  Amendment No. 1 to Executive Retirement Agreement (Officers Retirement
          Plan) (Filed as Exhibit 10.2(ii) to the Corporation's Annual Report on
          Form 10-K for the year ended December 31, 1991, and incorporated
          herein by this reference thereto).

10.2(iii) Executive Retirement Agreement (Officers Retirement Plan), as amended,
          as in effect after January 1, 1992  (Filed as Exhibit 10.2(iii) to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1992, and incorporated herein by this reference thereto).

10.2(iv)  Executive Retirement Agreement of James F. Kelley (entered into
          December 6, 1993). (Filed as Exhibit 10.2(v) to the Corporation's
          Annual Report on Form 10-K for the year ended December 31, 1994, and
          incorporated herein by this reference thereto).

10.3(i)   Key Salaried Employees Group Insurance Plan - Pre-1987 Group (As
          Amended and Restated Effective January 1, 1987) (Filed as Exhibit
          10.3(i) to the Corporation's Annual Report on Form 10-K for the year
          ended December 31, 1991, and incorporated herein by this reference
          thereto).

<PAGE>    24

10.3(ii)  Amendment No. 1 (Effective January 1, 1991) to the Key Salaried
          Employees Group Insurance Plan - Pre-1987 Group (As Amended and
          Restated Effective January 1, 1987) (Filed as Exhibit 10.3(ii) to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1991, and incorporated herein by this reference thereto).

10.3(iii) Key Salaried Employees Group Insurance Plan - Post-1986 Group
          (Effective January 1, 1987) (Filed as Exhibit 10.3(iii) to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1991, and incorporated herein by this reference thereto).

10.3(iv)  Amendment No. 1 (Effective January 1, 1991) to the Key Salaried
          Employees Group Insurance Plan - Post-1986 Group (Effective January 1,
          1987) (Filed as Exhibit 10.3(iv) to the Corporation's Annual Report on
          Form 10-K for the year ended December 31, 1991, and incorporated
          herein by this reference thereto).

10.3(v)   Amendment No. 2 to the Key Salaried Employees Group Insurance Plan -
          Post-1986 Group (effective January 1, 1987)  (Filed as Exhibit 10.3(v)
          to the Corporation's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 1993, and incorporated herein by this reference
          thereto).

10.3(vi)  Amendment No. 3 to the Key Salaried Employees Group Insurance Plan -
          Post-1986 Group (effective August 1, 1994) (Filed as Exhibit 10.3(vi)
          to the Corporation's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1994, and incorporated herein by this reference
          thereto).

10.4      Directors Retirement Program (Filed as Exhibit 10.4 to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1991, and incorporated herein by this reference thereto).

10.5(i)   1990 Long-Term Incentive Plan (Filed as Exhibit 10.8 to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1990, and incorporated herein by this reference thereto).

10.5(ii)  Amendment No. 1 to 1990 Long-Term Incentive Plan (Filed as Exhibit
          10.8(ii) to the Corporation's Annual Report on Form 10-K for the year
          ended December 31, 1991, and incorporated herein by this reference
          thereto).

10.6      1994 Management Incentive Plan (Filed as Exhibit 10.11 to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1993, and incorporated herein by this reference thereto).

10.7      1995 Economic Value Incentive Plan (Filed as Exhibit 10.10 to the
          Corporation's Annual Report on Form 10-K for the year ended December
          31, 1994, and incorporated herein by this reference thereto).

10.8(i)   1995 Shareholder Value Incentive Plan (Filed as Exhibit 10.11(i) to
          the Corporation's Annual Report on Form 10-K for the year ended
          December 31, 1994 and incorporated therein by this reference thereto).

<PAGE>    25

10.8(ii)  Amendment No. 1 to 1995 Shareholder Value Incentive Plan. (1)

10.8(iii) Form of Shareholder Value Incentive Stock Option (Filed as Exhibit
          10.11(ii) to the Corporation's Annual Report Form 10-K for the year
          ended December 31, 1994, and incorporated herein by this reference
          thereto).

10.9(i)   Outside Directors Stock Plan, adopted March 17, 1995 (Filed as Exhibit
          10.12 to the Corporation's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995, and incorporated herein by this
          reference thereto).

10.9(ii)  Receivables Purchase Agreement dated as of June 1, 1990, among
          Georgia-Pacific Corporation, as the Seller, and Asset Securitization
          Cooperative Corporation, Corporate Asset Funding Company, Inc., Falcon
          Asset Securitization Corporation and Matterhorn Capital Corporation,
          as the Purchasers, and Canadian Imperial Bank of Commerce, as the
          Administrative Agent (Filed as Exhibit 10.17(i) to the Corporation's
          Annual Report on Form 10-K for the year ended December 31, 1990, and
          incorporated herein by this reference thereto).

10.9(iii) Receivables Purchase Agreement dated as of June 1, 1990, among
          Georgia-Pacific Corporation, as the Seller, and Canadian Imperial Bank
          of Commerce, Citibank, N.A. and The First National Bank of Chicago, as
          the Secondary Purchasers, and Matterhorn Capital Corporation and
          Canadian Imperial Bank of Commerce, as the Administrative Agent (Filed
          as Exhibit 10.17(ii) to the Corporation's Annual Report on Form 10-K
          for the year ended December 31, 1990, and incorporated herein by this
          reference thereto).

10.10(i)  Agreement, effective as of March 15, 1993, among Georgia-Pacific
          Corporation, Hercules Incorporated, and Lee M. Thomas (Filed as
          Exhibit 10.13 to the Corporation's Annual Report on Form 10-K for the
          year ended December 31, 1994, and incorporated herein by this
          reference thereto).

10.10(ii) First Addendum to Agreement, effective as of February 1, 1995, among
          Georgia-Pacific Corporation, Hercules Incorporated, and Lee M. Thomas
          (Filed as Exhibit 10.13(ii) to the Corporation's Quarterly Report on
          Form 10-Q for the quarter ended March 31, 1995, and incorporated
          herein by this reference thereto).

11        Statements of Computation of Per Share Earnings.  (1)

12        Statements of Computation of Ratio of Earnings to Fixed
          Charges.  (1)

13        Portions of Georgia-Pacific Corporation's 1995 Annual Report to
          Shareholders.  Such Report is not deemed to be filed with the
          Commission as part of this Annual Report on Form 10-K, except for the
          portions thereof expressly incorporated by reference.(1)

21        Subsidiaries.  (1)

(1) Filed via EDGAR

<PAGE>    26

23        Consent of Independent Public Accountants.  (1)

24        Powers of Attorney.  (1)

27        Financial Data Schedule.  (1)

99        Parts 2 and 3 of Article 11 of the Georgia Business Corporation Code
          (successor to Articles 11 and 11A of the Georgia Business Corporation
          Code and Section 14-2-230 through 14-2-235 and 14-2-235 through 14-2-
          238 of the Official Code of Georgia Annotated) (Filed as Exhibit 28 to
          the Corporation's Annual Report on Form 10-K for the year ended
          December 31, 1990, and incorporated herein by this reference thereto).

(1) Filed via EDGAR