SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                              -------------------

                                   FORM 10-Q


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

                  For the quarterly period ended June 30, 1997

                                       or

             [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                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 of Incorporation)               (IRS Employer Id. Number)


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

                                (404) 652 - 4000
                        (Telephone Number of Registrant)

                              -------------------



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 and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X     .  No        .

As of the close of business on August 13, 1997, Georgia-Pacific Corporation had
91,490,836 shares of Common Stock outstanding.



<PAGE>    2




                         PART I - FINANCIAL INFORMATION
                  -------------------------------------------


Item 1.   Financial Statements

STATEMENTS OF INCOME (Unaudited)
Georgia-Pacific Corporation and Subsidiaries

<TABLE>
<CAPTION>
                                        Three months          Six months
                                       ended June 30,       ended June 30,
                                       --------------       --------------

(Millions, except per share amounts)   1997      1996      1997      1996
-----------------------------------------------------------------------
<S>                                     <C>       <C>       <C>       <C>
Net sales                              $3,326    $3,324    $6,471    $6,377
-----------------------------------------------------------------------
Costs and expenses
 Cost of sales, excluding depreciation
   and cost of timber harvested
   shown below                          2,636     2,514     5,112     4,798
 Selling, general and
   administrative                         283       349       574       704
 Depreciation and cost of timber
   harvested                              237       248       467       460
 Interest                                 119       114       241       226
 Other expense (income)                     -        74      (128)       74
-----------------------------------------------------------------------
Total costs and expenses                3,275     3,299     6,266     6,262
-----------------------------------------------------------------------
Income before income taxes
 and extraordinary item                    51        25       205       115
Provision for income taxes                 24        15        88        55
-----------------------------------------------------------------------
Income before extraordinary item           27        10       117        60
Extraordinary item - loss from early
 retirement of debt, net of taxes           -        (5)        -        (5)
-----------------------------------------------------------------------
Net income                             $   27    $    5    $  117    $   55
==========================================================================
Per share:
 Income before extraordinary item      $  .30    $  .11    $   1.28  $  .66
 Extraordinary item - loss from early
   retirement of debt, net of taxes        -       (.05)        -      (.05)
-----------------------------------------------------------------------
Net income                             $  .30    $  .06    $   1.28  $  .61
==========================================================================
Average number of shares outstanding     91.2      90.5      91.1      90.5
==========================================================================

</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>    3

STATEMENTS OF CASH FLOWS
Georgia-Pacific Corporation and Subsidiaries
(Unaudited)
<TABLE>
<CAPTION>
                                                         Six months
                                                       ended June 30,
                                                  -------------------------
(Millions)                                            1997         1996
-------------------------------------------------------------------------
<S>                                                    <C>       <C>
Cash provided by (used for) operations
  Net income                                           $ 117     $  55
  Adjustments to reconcile net income to cash
   provided by operations:
   Depreciation                                          392       376
   Cost of timber harvested                               75        84
   Other income                                         (128)        -
   Deferred income taxes                                  40        13
   Amortization of goodwill                               30        29
   Stock compensation programs                           (15)       13
   Gain on sales of assets                               (18)      (15)
   Increase in receivables                               (79)      (14)
   Decrease in inventories                               108        48
   Change in other working capital                      (124)       57
   Increase (decrease) in taxes payable                   19       (87)
   Change in other assets and other
     long-term liabilities                               (22)       13
-------------------------------------------------------------------------
Cash provided by operations                              395       572
-------------------------------------------------------------------------
Cash provided by (used for) investment activities
  Property, plant and equipment investments             (270)     (652)
  Timber and timberlands purchases                       (71)      (40)
  Acquisition                                              -      (350)
  Decrease in cash restricted for capital expenditures    11        62
  Proceeds from sales of assets                          331        35
  Other                                                   (2)       (5)
-------------------------------------------------------------------------
Cash (used for) investment activities                     (1)     (950)
-------------------------------------------------------------------------
Cash provided by (used for) financing activities
  Proceeds from option plan exercises                     15         1
  Repayments of long-term debt                          (304)     (159)
  Additions to long-term debt                              -         2
  Fees paid to issue debt                                  -        (1)
  Increase (decrease) in bank overdrafts                 (75)        1
  Increase in commercial paper and
   other short-term notes                                 57       625
  Cash dividends paid                                    (91)      (91)
-------------------------------------------------------------------------
Cash provided by (used for) financing activities        (398)      378
-------------------------------------------------------------------------
Increase (decrease) in cash                               (4)        -
  Balance at beginning of period                          10        11
-------------------------------------------------------------------------
  Balance at end of period                             $   6     $  11
========================================================================

</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>    4


BALANCE SHEETS
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>

                                                     June 30,   December 31,
(Millions, except shares and per share amounts)        1997         1996
-------------------------------------------------------------------------
<S>                                                    <C>       <C>
ASSETS                                              (Unaudited)
Current assets
  Cash                                               $      6     $    10
  Receivables, less allowances of $12 and $10           1,386         959
  Inventories                                           1,350       1,467
  Deferred income taxes                                   129         129
  Other current assets                                     50          50
-------------------------------------------------------------------------
Total current assets                                    2,921       2,615
-------------------------------------------------------------------------
Timber and timberlands                                  1,177       1,337
-------------------------------------------------------------------------
Property, plant and equipment
  Land, buildings, machinery and equipment, at cost    13,914      13,733
  Accumulated depreciation                             (7,497)     (7,173)
-------------------------------------------------------------------------
Property, plant and equipment, net                      6,417       6,560
-------------------------------------------------------------------------
Goodwill                                                1,628       1,658
-------------------------------------------------------------------------
Other assets                                              928         648
-------------------------------------------------------------------------
Total assets                                         $ 13,071     $12,818
========================================================================
</TABLE>



<PAGE>    5
<TABLE>
<S>                                                    <C>       <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Bank overdrafts, net                                $    176     $   251
 Commercial paper and other short-term notes            1,052         645
 Current portion of long-term debt                        125         311
 Accounts payable                                         553         662
 Accrued compensation                                     182         196
 Accrued interest                                          74          85
 Other current liabilities                                349         340
-------------------------------------------------------------------------
Total current liabilities                               2,511       2,490
-------------------------------------------------------------------------
Long-term debt, excluding current portion               4,254       4,371
-------------------------------------------------------------------------
Other long-term liabilities                             1,541       1,275
-------------------------------------------------------------------------
Deferred income tax liabilities                         1,201       1,161
-------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity
 Common stock, par value $.80; 150,000,000
   shares authorized; 91,670,000 and 91,396,000
   shares issued                                           73          73
 Additional paid-in capital                             1,294       1,277
 Retained earnings                                      2,226       2,200
 Long-term incentive plan deferred compensation            (9)        (11)
 Other                                                    (20)        (18)
-------------------------------------------------------------------------
Total shareholders' equity                              3,564       3,521
-------------------------------------------------------------------------
Total liabilities and shareholders' equity           $ 13,071     $12,818
===========================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.



<PAGE>    6


NOTES TO FINANCIAL STATEMENTS (Unaudited)
GEORGIA-PACIFIC CORPORATION
JUNE 30, 1997


1.   PRINCIPLES OF PRESENTATION.  The interim financial information included
     herein is unaudited; however, such information reflects all adjustments
     which are, in the opinion of management, necessary for a fair
     presentation of the Corporation's financial position, results of
     operations, and cash flows for the interim periods. All such adjustments
     are of a normal, recurring nature except for the items discussed in Notes
     3 and 4 below. Certain 1996 amounts have been reclassified to conform
     with the 1997 presentation.

2.   INCOME (LOSS) PER SHARE.  Income (loss) per share is computed based on
     net income (loss) and the weighted average number of common shares
     outstanding, net of restricted shares. The effects of assuming issuance
     of common shares under long-term incentive, stock option, and stock
     purchase plans were either insignificant or antidilutive.

3.   OTHER EXPENSE (INCOME).  The first quarter 1997 sale of the company's
     Martell operations, which included a sawmill, particleboard mill and
     timberlands, generated a pretax gain of $128 million (after-tax gain of
     $80 million).  Second quarter 1996 operating profits include a total
     pretax expense of $74 million (after-tax expense of $45 million) for the
     estimated costs of enhanced pension benefits and continued health care
     benefits offered under a voluntary early retirement program, including
     $34 million in the building products segment and $40 million in the pulp
     and paper segment.

4.   EXTRAORDINARY ITEM.  The Corporation redeemed $150 million of its
     outstanding debt during the 1996 second quarter. As a result, an after-
     tax extraordinary loss of $5 million (5 cents per share) was recognized.

5.   SUPPLEMENTAL DISCLOSURES - STATEMENTS OF CASH FLOWS.  The cash impact of
     interest and income taxes is reflected in the table below. The effect of
     foreign currency exchange rate changes on cash was not material in either
     period.
<TABLE>
     <CAPTION>

                                                Six months
                                                ended June 30
                                          ------------------------
     (Millions)                                1997     1996
     ---------------------------------------------------------------
     <S>                                      <C>      <C>

     Total interest costs                     $ 246    $ 244
     Interest capitalized                        (5)     (18)
     ---------------------------------------------------------------
     Interest expense                         $ 241    $ 226
     ================================================================
     Interest paid                            $ 254    $ 246
     ================================================================
     Income taxes paid, net of refunds        $  29    $ 124
     ================================================================

</TABLE>



<PAGE>    7


6.   INVENTORY VALUATION.  Inventories include costs of materials, labor, and
     plant overhead. The Corporation uses the dollar value pool method for
     computing LIFO inventories. The major components of inventories were as
     follows:

<TABLE>
     <CAPTION>

                                      June 30,   December 31,
     (Millions)                          1997       1996
     ---------------------------------------------------------------
     <S>                              <C>         <C>
     Raw materials                    $   325     $  415
     Finished goods                       944        979
     Supplies                             294        295
     LIFO reserve                        (213)      (222)
     ---------------------------------------------------------------
     Total inventories                $ 1,350     $1,467
     ============================================================

</TABLE>


7.   PROVISION FOR INCOME TAXES.  The effective tax rate was 47 percent for
     the three months ended June 30, 1997, and 60 percent for the three months
     ended June 30, 1996. The effective tax rate was 43 percent for the six
     months ended June 30, 1997, and 48 percent for the six months ended June
     30, 1996. The effective tax rate for each period was different than the
     statutory rates primarily because of nondeductible goodwill amortization
     expense.


8.   COMMITMENTS AND CONTINGENCIES. The Corporation is a party to various legal
     proceedings incidental to its business and is subject to a variety of
     environmental and pollution control laws and regulations in all
     jurisdictions in which it operates.  As is the case with other companies in
     similar industries, the Corporation faces exposure from actual or potential
     claims and legal proceedings involving environmental matters. Liability
     insurance in effect during the last several years provides only very
     limited coverage for environmental matters.

     The Corporation is involved in environmental remediation activities at
     approximately 200 sites, both owned by the Corporation and owned by others,
     where it has been notified that it is or may be a potentially responsible
     party under the Comprehensive Environmental Response, Compensation and
     Liability Act or similar state `superfund'' laws.  Of the known sites in
     which it is involved, the Corporation estimates that approximately 31
     percent are being investigated, approximately 43 percent are being
     remediated and approximately 26 percent are being monitored (an activity
     which occurs after either site investigation or remediation has been
     completed).  The ultimate costs to the Corporation for the investigation,
     remediation and monitoring of many of these sites cannot be predicted with
     certainty, due to the often unknown magnitude of the pollution or the
     necessary cleanup, the varying costs of alternative cleanup methods, the
     amount of time necessary to accomplish such cleanups, the evolving nature
     of cleanup technologies and government regulations and the inability to
     determine the Corporation's share of multi-party cleanups or the extent to
     which contribution will be available from other parties.  The Corporation
     has established reserves for environmental remediation costs for these
     sites in amounts which it believes are probable and reasonably estimable.
     Based on analysis of currently available information and previous
     experience with respect to the cleanup of hazardous substances, the
     Corporation believes that it is reasonably possible that costs associated
     with these sites may exceed current reserves by amounts that may prove
     insignificant or that could range, in the aggregate, up to approximately
     $62 million.  This estimate of the range of reasonably possible additional
     costs is less certain than the estimates upon which reserves are based, and
     in order to establish the upper limit of such range, assumptions least
     favorable to the Corporation among the range of reasonably possible
     outcomes were used.  In estimating both its current reserves for
     environmental remediation and the possible range of additional costs, the
     Corporation has not assumed it will bear the entire cost of remediation of
     every site to the exclusion of other known potentially responsible parties
     who may be jointly and severally liable.  The ability of other potentially
     responsible parties to participate has been taken into account, based
     generally on such parties' financial condition and probable contribution on
     a per site basis.

     The Corporation has reached an agreement with the New York Department of
     Environmental Conservation concerning alleged disposal of PCB-contaminated
     wastes from the Corporation's Plattsburgh, New York, facility into
     Cumberland Bay of Lake Champlain.  The Corporation has agreed to pay $9
     million to the State of New York in full settlement of its remediation
     obligations with respect to this site.

     The Corporation and many other companies are defendants in suits brought in
     various courts around the nation by plaintiffs who allege that they have
     suffered personal injury as a result of exposure to asbestos-containing
     products. These suits allege a variety of lung and other diseases based on
     alleged exposure to products previously manufactured by the Corporation.
     In many cases the plaintiffs are unable to demonstrate that they have
     suffered any compensable loss as a result of such exposure.  The
     Corporation generally resolves asbestos cases by voluntary dismissal or
     settlement for amounts it considers reasonable given the facts and
     circumstances of each case.  The amounts it has paid to defend and settle
     these cases to date have been substantially covered by product liability
     insurance.  The Corporation currently is defending claims of approximately
     68,000 such plaintiffs and anticipates that additional suits will be filed
     against it over the next several years.  The Corporation has insurance
     available in amounts which it believes are adequate to cover substantially
     all of the reasonably foreseeable damages and settlement amounts arising
     out of claims and suits currently pending.  The Corporation has further
     insurance coverage available for the disposition of suits that may be filed
     against it in the future, but there can be no assurance that the amounts of
     such insurance will be adequate to cover all future claims.  The
     Corporation has established reserves for liabilities and legal defense
     costs it believes are probable and reasonably estimable with respect to
     pending suits and claims and a receivable for expected insurance
     recoveries.

     As previously reported, an action is pending against the Corporation in
     Alabama state court that seeks to recover damages on behalf of a class of
     all persons currently owning structures in the United States on which
     hardboard siding manufactured by the Corporation after January 1, 1980, was
     installed.  The plaintiffs allege that this hardboard siding was
     inadequately designed and manufactured and as a consequence prematurely
     discolors and deteriorates.  They also dispute the validity and
     availability of the warranty issued with the product.  On July 24, 1997,
     the court preliminarily approved a proposed settlement of this case,
     authorized a program to provide notice to class members and set a date in
     January 1998 for a hearing on the fairness of the settlement.  Accordingly,
     the settlement remains subject to final court approval.  The settlement
     provides a procedure for resolving product warranty claims on certain of
     the Corporation's hardboard siding products and for payment of $3 million
     in legal fees to plaintiffs' counsel, plus expenses not to exceed $200,000.
     In addition, plaintiffs' counsel will be entitled to additional fees based
     upon a percentage of claims paid by the Corporation.  The Corporation has
     previously established financial reserves it believes to be adequate to pay
     eligible claims and legal fees, and that such payments will not be material
     to its long term results of operations, liquidity or consolidated financial
     position.  However, the volume and timing of actual claims, or the number
     of potential claimants who choose not to participate in the settlement,
     could cause settlement costs to exceed established reserves.  A similar
     case has been filed against the Corporation and another defendant in state
     court in Georgia seeking to certify a class of individuals whose mobile
     homes contain the Corporation's hardboard siding.  On July 8, 1997, a
     purported nationwide class action was filed against the Corporation in
     state court in Georgia making claims substantially similar to those alleged
     in the Alabama class action.  The Corporation believes the claims of the
     members of these purported class actions are encompassed within the
     settlement of the Alabama case and it will seek to have these cases
     dismissed.

     The Corporation and nine other companies have been named as defendants in
     class action suits alleging that they engaged in a conspiracy to fix the
     prices of sanitary commercial paper products, such as towels and napkins,
     in violation of federal and state laws.  At present, there are
     approximately 30 suits pending in Federal courts in Gainesville, Florida,
     Atlanta and Milwaukee, and in the state courts of California and Tennessee.
     The Corporation and the other defendants have removed the California
     actions to federal court.  However, plaintiffs have filed actions seeking
     to have these cases remanded to state court.  In addition, the Corporation
     and the other defendants have filed a petition with the Federal Judicial
     Panel on Multi-District Litigation asking the Panel to consolidate all of
     the federal court cases in Milwaukee.  A hearing has been set on this
     petition for September 19, 1997.  The Corporation has denied that it has
     engaged in any of the illegal conduct alleged in these cases and intends to
     defend itself vigorously.

     Although the ultimate outcome of these environmental matters and legal
     proceedings cannot be determined with certainty, based on presently
     available information management believes that adequate reserves have been
     established for probable losses with respect thereto.  Management further
     believes that the ultimate outcome of such environmental matters and legal
     proceedings could be material to operating results in any given quarter or
     year, but will not have a material adverse effect on the long-term results
     of operations, liquidity or consolidated financial position of the
     Corporation.

     For a discussion of anticipated Cluster Rule and Year 2000 spending refer
     to "Management's Discussion and Analysis".

<TABLE>
<CAPTION>

SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries


(Dollar amounts, except                             Second Quarter
per share, in millions)          First             -------------------------
                                 Quarter        Quarter      Year-to-date
-------------------------------------------------------------------------
<S>                               <C>            <C>            <C>
1997
NET SALES
Building products              $1,781  57%    $1,943  59%    $3,724  58%
Pulp and paper                  1,351  43      1,371  41      2,722  42
Other operations                   13   -         12   -         25   -
-------------------------------------------------------------------------
Total net sales                $3,145 100%    $3,326 100%    $6,471 100%
=========================================================================
OPERATING PROFITS
Building products              $  289  92%    $  203  93%    $  492  93%
Pulp and paper                     20   7         12   6         32   6
Other operations                    4   1          3   1          7   1
-------------------------------------------------------------------------
Total operating profits           313 100%       218 100%       531 100%
                                      ===            ===            ===
General corporate expense         (37)           (48)           (85)
Interest expense                 (122)          (119)          (241)
Provision for income taxes        (64)           (24)           (88)
-------------------------------------------------------------------------
Net income                     $   90         $   27         $  117
==========================================================================

Net income per common share    $  .99         $     .30      $    1.28
==========================================================================

</TABLE>
<TABLE>
<CAPTION>

SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries


(Dollar amounts,            Third Quarter                 Fourth Quarter
except per share      -----------------           --------------------
 in millions)          Quarter     Year-to-date      Quarter     Year-to-date
-------------------------------------------------------------------------
<S>
1997
NET SALES
Building products
Pulp and paper
Other operations
-------------------------------------------------------------------------
Total net sales
=========================================================
OPERATING PROFITS
Building products
Pulp and paper
Other operations
-------------------------------------------------------------------------
Total operating
 profits

General corporate
 expense
Interest expense
Provision for
 income taxes
-------------------------------------------------------------------------
Net income
=========================================================

Net income per common share
==========================================================



<CAPTION>


SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries


(Dollar amounts, except                             Second Quarter
per share, in millions)          First              --------------
                                 Quarter        Quarter      Year-to-date
--------------------------------------------------------------------------------
<S>                               <C>            <C>            <C>
1996
NET SALES
Building products              $1,571  52%    $1,896  57%    $3,467  55%
Pulp and paper                  1,471  48      1,416  43      2,887  45
Other operations                   11   -         12   -         23   -
--------------------------------------------------------------------------------
Total net sales                $3,053 100%    $3,324 100%    $6,377 100%
===============================================================================
OPERATING PROFITS
Building products              $   67  28%    $  141  80%    $  208  50%
Pulp and paper                    174  72         33  19        207  49
Other operations                    2   -          3   1          5   1
--------------------------------------------------------------------------------
Total operating profits           243 100%       177 100%       420 100%
                                      ===            ===            ===
General corporate expense         (41)           (38)           (79)
Interest expense                 (112)          (114)          (226)
Provision for income taxes        (40)           (15)           (55)
--------------------------------------------------------------------------------
Income before extraordinary
  item                             50             10             60
Extraordinary item - loss from
  early retirement of debt, net
  of taxes                          -             (5)            (5)
--------------------------------------------------------------------------------
Net income                     $   50         $    5         $   55
===============================================================================
Per common share:
    Income before extraordinary
       item                   $      .55     $      .11     $      .66
  Extraordinary item - loss from
      early retirement of debt, net
      of taxes                      -              (.05)          (.05)
 Net income                   $      .55     $      .06     $      .61
===============================================================================

</TABLE>
<PAGE>    14

<TABLE>
<CAPTION>

SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries



(Dollar amounts,            Third Quarter                 Fourth Quarter
 except per share,     ------------------------      ------------------------
 in millions)          Quarter     Year-to-date      Quarter     Year-to-date
--------------------------------------------------------------------------------
<S>                     <C>            <C>            <C>            <C>
1996
NET SALES
Building products   $ 2,040   59%  $ 5,507   56%  $ 1,858   58%  $ 7,365   57%
Pulp and paper        1,401   41     4,288   44     1,321   41     5,609   43
Other operations         10    -        33    -        17    1        50    -
--------------------------------------------------------------------------------
Total net sales     $ 3,451  100%  $ 9,828  100%  $ 3,196  100%  $13,024  100%
===============================================================================
OPERATING PROFITS
Building products   $   240   69%  $   448   58%  $    68   46%  $   516   56%
Pulp and paper          104   30       311   41        79   54       390   43
Other operations          4    1         9    1        (1)   -         8    1
--------------------------------------------------------------------------------
Total operating
 profits                348  100%      768  100%      146  100%      914  100%
                             ===            ===            ===            ===
General corporate
 expense                (53)          (132)           (27)          (159)
Interest expense       (120)          (346)          (113)          (459)
Provision for
 income taxes           (76)          (131)            (4)          (135)
--------------------------------------------------------------------------------
Income before extraordinary
  item                   99            159              2            161
Extraordinary item - loss from
  early retirement of debt, net
  of taxes                -             (5)             -             (5)
--------------------------------------------------------------------------------
Net income          $    99        $   154        $     2        $   156
===============================================================================
Per common share:
 Income before extraordinary
    item            $  1.09        $  1.75        $   .02        $  1.78
 Extraordinary item - loss
   from early retirement of
   debt, net of taxes              -              (.05)             -      (.06)
--------------------------------------------------------------------------------
 Net income         $  1.09        $  1.70        $   .02        $  1.72
===============================================================================

</TABLE>



Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations


THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH 1996

The Corporation reported consolidated net sales of approximately $3.3 billion
for the three months ended June 30, 1997 and 1996.  Net income for the 1997
second quarter was $27 million (30 cents per share) compared with $5 million (6
cents per share) in 1996.  The 1996 second quarter results included a $74
million pretax (after-tax 50 cents per share) charge to earnings for the cost of
an early retirement program and an after-tax loss of $5 million (5 cents per
share) from the early retirement of debt.

The Corporation reduced its selling, general and administrative expenses (SG&A)
to $283 million in the 1997 second quarter, compared with $349 million in 1996.
The cost reduction is largely a result of a voluntary early retirement program
implemented in the second half of 1996 and overhead reduction plans implemented
in 1997.  Approximately 950 employees elected to take early retirement effective
August 30, 1996.  The Corporation expects full-year 1997 SG&A to be
approximately $200 million lower than in 1996.

The remaining discussion refers to the "Sales and Operating Profits by
Industry Segment" table (included in PART I - ITEM 1. hereto).

The Corporation's building products segment reported net sales of $1.9 billion
for the second three months of 1997, a 2 percent increase from the 1996
comparable period.  Operating profits increased in 1997 to $203 million compared
with $141 million in 1996.  The 1996 second quarter results included a $34
million expense for an early retirement program. Return on sales was 10.4
percent and 7.4 percent for the three months ended June 30, 1997 and 1996,
respectively.

Continued price increases in gypsum wallboard (up 14 percent from second quarter
1996, and up 3 percent from first quarter 1997) and lumber (up 14 percent from
second quarter 1996 and up 4 percent from first quarter 1997) contributed to the
higher return on sales quarter over quarter.  These increases were offset by 36
percent lower prices for oriented strand board in the 1997 second quarter than
in the same period in 1996.  Prices for structural panels and industrial wood
products remain weak due to excess industry capacity.

Operating losses for the Corporation's building products distribution division
were $9 million in the second quarter, compared with a loss of $34 million in
the second quarter of 1996 which included restructuring charges of $35 million.
See further discussion under "Six months ended June 30, 1997 compared with June
30, 1996".  Selected financial and operating data for the building products
distribution business are shown in the table below:

Selected Distribution Division Data
(millions)          3 months ended June 30             6 months ended June 30
                      1997           1996                1997           1996
Sales               $1,108         $1,130              $2,091         $2,062
Operating Loss          (9)           (34)                (42)           (73)
Capital expenditures    11             67                  24            154
Depreciation            12             15                  23             22

The Corporation's pulp and paper segment reported net sales of $1.4 billion and
operating profits of $12 million in the 1997 second quarter.  For the same
period in 1996, the Corporation reported net sales of $1.4 billion and operating
profits of $33 million.  The 1996 second quarter results included a $40 million
expense for an early retirement program.  Return on sales decreased to 0.9
percent in 1997 from 2.3 percent in 1996, primarily due to a decline in average
prices for most of the Corporation's pulp and paper products.  Average
containerboard prices for the quarter were approximately 25 percent below prices
in the same 1996 period, while average communication paper prices for the
quarter were approximately 6 percent below year ago levels.  Prices for tissue
products remained stable compared to the prior year and shipment volumes
increased 9 percent.  Average pulp prices for the second quarter were 17 percent
above those of the 1996 second quarter.


SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH 1996

The Corporation reported consolidated net sales of $6.5 billion and net income
of $117 million ($1.28 per share) for the six months ended June 30, 1997,
compared with net sales of $6.4 billion and net income of $55 million (.61 cents
per share) in 1996.  The 1997 results include a first quarter gain of $128
million ($80 million after taxes) from the sale of the Corporation's Martell,
California, assets to Sierra Pacific Industries.  The 1996 results include a
pretax charge of $74 million (after-tax 50 cents per share) related to the
voluntary early retirement program discussed above.  An extraordinary, after-tax
loss of $5 million (5 cents per share) was recorded in the 1996 second quarter
for the early retirement of debt.

Selling, general and administrative expense (SG&A) was $574 million for the six
months ended June 30, 1997, compared with $704 million in 1996.  The cost
reduction is largely a result of a voluntary early retirement program
implemented in the second half of 1996 and overhead reduction plans implemented
in 1997.  The Corporation expects full-year 1997 SG&A to be approximately $200
million lower than in 1996.

The remaining discussion refers to the "Sales and Operating Profits by Industry
Segment" table (included in PART I - ITEM 1. hereto).

The Corporation's building products segment reported net sales of $3.7 billion
and operating profits of $492 million for the six months ended June 30, 1997,
compared with net sales of $3.5 billion and operating profits of $208 million in
1996.  The 1996 six months results included a $34 million expense for an early
retirement program.  Return on sales increased to 13.2 percent from 6.0 percent
a year ago.  A 19 percent increase in lumber prices, combined with increased
gypsum prices and shipment volumes, more than offset approximately 35 percent
lower prices for oriented strand board and an 8 percent increase in log costs.


Operating losses for the Corporation's building products distribution division
were $42 million for the first half of 1997, compared with losses of $21 million
in 1996 before restructuring charges of $52 million.  Operating losses are worse
for the first six months of this year compared to last year primarily as a
result of an approximate $17 million deterioration in margins.  Sales volume
deteriorated in the second quarter of this year compared to last year and is
flat for the first six months compared to last year. The Corporation is
currently projecting an operating loss for the second half of 1997, as this
business continues to experience problems stemming from its restructuring that
is impeding its ability to return to profitability.  Management is aggresively
addressing these problems, but cannot predict when the division will return to
profitability.  Selected financial and operating data for the building products
distribution business are shown in the table above.


The Corporation's pulp and paper segment reported net sales of $2.7 billion and
operating profits of $32 million for the six-month period ended June 30, 1997,
compared with net sales of $2.9 billion and operating profits of $207 million in
1996. The 1996 six months results included a $40 million expense for an early
retirement program.  Return on sales decreased to 1.2 percent compared with 7.2
percent for the same period a year ago, primarily as a result of substantially
lower prices for most of the Corporation's pulp and paper products.  Compared
with the 1996 first half, prices were 30 percent lower for containerboard, 6
percent lower for market pulp, and 12 percent lower for communication papers.
Tissue prices were slightly lower than a year ago, although shipment volumes
increased 13 percent.


LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES: The Corporation generated cash from operations of $395
million during the first six months of 1997, compared with $572 million in the
first six months of 1996.  This decline is primarily attributable to lower pulp
and paper prices.  Additionally, cash used for working capital in the first six
months of 1997 was $80 million higher than in the first six months of 1996.

INVESTING ACTIVITIES:  Property, plant, and equipment investments for the six
months ended June 30, 1997 were $270 million compared with $652 million in the
first half of 1996. Expenditures in 1997 included $158 million in the pulp and
paper segment, $82 million in the building products segment, and $30 million of
other and general corporate.  The Corporation purchased the U.S. and Canadian
gypsum operations of Domtar Inc. for $350 million in the second quarter of 1996.
The Corporation expects to invest a total of approximately $800 million in 1997,
without considering the cost of any acquisitions.

On March 31, 1997, the Corporation completed the sale of its Martell,
California, assets to Sierra Pacific Industries for $308 million. Assets
included in this transaction were 127,000 acres of timberlands, a sawmill, and a
particleboard plant.

By the end of 1997, the United States Environmental Protection Agency ("EPA")
is expected to promulgate a set of technical provisions known as the Cluster
Rule that will establish new requirements for air emissions and wastewater
discharges from pulp and paper mills.  The Corporation estimates that capital
expenditures of approximately $550 million will be made over the next eight
years in order to comply with the Cluster Rule's requirements.  Of that total,
about $300 million will be needed within three years of the Cluster Rule's
effective date, which is expected to be in the fourth quarter of 1997.  One of
the main components of the Cluster Rule is that pulp and paper mills use only
elemental chlorine free ("ECF") technology, which will require the complete
substitution of chlorine dioxide for elemental chlorine in the pulp bleaching
process.  Approximately $165 million of the amounts required to be spent in the
next three years will go toward ECF conversion at mills located in Ashdown,
Arkansas; Crossett, Arkansas; Bellingham, Washington; Palatka, Florida; and
Woodland, Maine.  The bulk of the remaining $135 million to be spent within the
next three years is for additional air emissions controls at the Corporation's
pulp and paper facilities.

FINANCING ACTIVITIES:  The Corporation's total debt was $5.6 billion at June 30,
1997. Total debt at December 31, 1996 was $5.9 billion, which included $350
million under the accounts receivable sale program.

In conjunction with the sale of the Corporation's Martell, California,
operations, the Corporation received notes receivable from Sierra Pacific
Industries in the amount of $270 million.  These notes are included in other
assets.  In April 1997, the Corporation monetized these notes receivable through
the issuance of notes payable in a private placement.  Proceeds from the notes
receivable will be used to fund payments required for the notes payable.  The
notes payable are classified as "Other long-term liabilities" on the
Corporation's balance sheet.  Proceeds from the issuance of the notes payable
and cash from operations were used to reduce debt in the 1997 second quarter,
including $300 million of 9.85% notes that were due on June 1, 1997.

The Corporation adopted SFAS 125 "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" in the first quarter.  As
a result, the Corporation's accounts receivable sale program is accounted for as
a secured borrowing effective January 1, 1997.  The $280 million of receivables
outstanding under the program and the corresponding debt are included as current
receivables and short-term debt, respectively, on the Corporation's balance
sheet at June 30, 1997.  The fees associated with the program are included in
interest expense.

At June 30, 1997, the Corporation had outstanding borrowings of $646 million
under certain Industrial Revenue Bonds.  Approximately $15 million from the
issuance of these bonds is being held by trustees and is restricted for the
construction of certain capital projects. Amounts held by trustees are
classified as noncurrent assets in the accompanying balance sheet.

The Corporation has a $1.5 billion unsecured revolving credit facility which is
used for direct borrowings and as support for commercial paper and other short-
term borrowings. As of June 30, 1997, $728 million of committed credit was
available in excess of all short-term borrowings outstanding under or supported
by the facility.

At June 30, 1997, the Corporation's weighted average interest rate on its total
debt was 7.7% including outstanding interest rate exchange agreements. At June
 30, 1997, these interest rate
exchange agreements effectively converted $496 million of floating rate
obligations with a weighted average interest rate of 5.6% to fixed rate
obligations with an average effective interest rate of 9.0%. These agreements
have a weighted average maturity of approximately 1.6 years. As of June 30,
1997, the Corporation's total floating rate debt exceeded related interest rate
exchange agreements by $1.4 billion.

As of June 30, 1997, the Corporation had registered for sale up to $500 million
of debt securities under a shelf registration statement filed with the
Securities and Exchange Commission.

In 1997, the Corporation expects its cash flow from operations, together with
proceeds from any asset sales and available financing sources, to be sufficient
to fund planned capital investments, pay dividends and make scheduled debt
payments.

OTHER     In February 1997, the Financial Accounting  Standards Board  (FASB)
issued Financial Accounting Standard Number 128 (SFAS 128), "Earnings Per
Share", which specifies the computation, presentation, and disclosure
requirements for earnings per share. The Corporation will be required to adopt
the new Standard in the 1997 fourth quarter. All prior period earnings per share
data will be restated to conform with the provisions of SFAS 128. Based on a
preliminary evaluation of this Standards' requirements, the Corporation does not
expect the per share amounts reported under SFAS 128 to be materially different
from those calculated and presented under APB Opinion 15.

In June 1997, the FASB issued Financial Accounting Standard Number 130 (SFAS
130) "Reporting Comprehensive Income", which establishes standards for
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. The Corporation will be required to
adopt the new Standard in 1998. All prior periods presented will be reported in
accordance with SFAS 130 for comparative purposes.

Also in June 1997, the FASB issued Financial Accounting Standard Number 131
(SFAS 131) "Disclosure about Segments of an Enterprise and Related
Information". This statement requires companies to determine segments based on
how management makes decisions about allocating resources to segments and
measuring their performance. Disclosures for each segment are similar to those
required under current standards, with the addition of certain quarterly
disclosure requirements. SFAS 131 also requires entity-wide disclosure about the
products and services an entity provides, the countries in which it holds
material assets and reports material revenues, and its significant customers.
The Corporation will be required to adopt the new standard in 1998; prior period
information will be restated. Management is evaluating the effect of this
statement on reported segment information.

The Corporation expects to incur significant costs during the next two to three
years to address the impact of the so-called Year 2000 problem on its
information systems.  The Year 2000 problem, which is common to most businesses,
concerns the inability of information systems, primarily computer software
programs, to properly recognize and process date-sensitive information as the
year 2000 approaches.  The Corporation currently believes it will be able to
modify or replace its affected systems in time to minimize any detrimental
effects on operations. While it is not possible at present to give an accurate
estimate of the cost of this work, the Corporation expects that such costs may
be material to the Corporation's results of operations in one or more fiscal
quarters or years, but will not have a material adverse impact on the long-term
results of operations, liquidity or consolidated financial position of the
Corporation.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements under "Management's Discussion and Analysis" and other
statements contained herein which are not historical facts are forward-looking
statements based on current expectations.  The accuracy of such statements is
subject to a number of risks and assumptions.  In addition to any such risks and
assumptions discussed elsewhere herein, factors that could cause or contribute
to actual results differing materially from such forward-looking statements
include the following:  the realization of projected savings from the
Corporation's investments in systems, operations and cost reduction programs,
including the ability of management to return the Corporation's building
products distribution division to profitability; the Corporation's ability to
timely and efficiently address the Year 2000 problem; changes in the productive
capacity of other building products and pulp and paper producers; the effect on
the Corporation of changes in environmental and pollution control laws and
regulations; the general level of economic activity in U.S. and export markets;
variations in the level of housing starts; fluctuations in currency exchange
rates; the supply and cost of wood fiber; and other risks and assumptions
discussed in the Corporation's Form 10-Q dated March 31, 1997, the Corporation's
Form 10-K for the fiscal year ending December 31, 1996, and the Corporation's
Form 8-K dated October 17, 1996.

For a discussion of commitments and contingencies refer to Note 8 of the Notes
to Financial Statements.



<PAGE>    18


                          PART II - OTHER INFORMATION
                          ---------------------------
                          GEORGIA-PACIFIC CORPORATION
                                 June 30, 1997


Item 1.   Legal Proceedings

          The information contained in Note 8 "Commitments and Contingencies"
          of the Notes to Financial Statements filed as part of this Quarterly
          Report on Form 10-Q is incorporated herein by reference.

          The Corporation is close to resolving an enforcement action brought by
          the Georgia Environmental Protection Division against its Brunswick
          pulp and paper mill for violations of the Clean Air Act that occurred
          prior to 1992.  These violations were discovered by the Corporation
          and voluntarily disclosed to the State.  The penalty and costs of a
          supplemental environmental project (which will be undertaken to reduce
          the penalty amount) are anticipated to total approximately $500,000.

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

          The annual meeting of shareholders of the Corporation was held on May
          6, 1997.  At the annual meeting, four directors were elected, and an
          Amendment to the Outside Directors Stock Plan and the 1997 Employee
          Stock Purchase Plan were each approved.  Proxies for the meeting were
          solicited pursuant to Regulation 14 under the Securities Exchange Act
          of 1934.  There was no solicitation in opposition to management's
          nominees for election to the Board of Directors as listed in the
          related proxy statement, and all of such nominees were elected.  The
          results of shareholder voting are as follows:

          Election of Directors:

                                          For       Withheld

                 Jane Evans               75,979,527     857,163
                 Richard V. Giordano      76,031,737     804,953
                 M. Douglas Ivester       76,036,369     800,321
                 Louis W. Sullivan, M.D.  75,840,231     996,459

          Approval of Amendment to the Outside Directors Stock Plan:

                 For          Against      Abstain      Non-Votes
                 73,444,230   2,844,679    547,781      -0-

          Approval of 1997 Employee Stock Purchase Plan:

                 For          Against      Abstain      Non-Votes
                 63,688,479   12,736,588   411,623      -0-

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

                 Exhibit 4.5       1997 Employee Stock Purchase Plan.

                 Exhibit 10.11     Amendment to the Outside Directors Stock
                                   Plan.
                  
                 Exhibit 11        Statements of Computation of Per Share
                                   Earnings.
                 
                 Exhibit 27        Financial Data Schedule.

          (b)  No Current Reports on Form 8-K were filed by the Corporation
               during the quarter ended June 30, 1997.


<PAGE>    19


                                   SIGNATURES


Pursuant to the requirements 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.


Date:  August 14, 1997                  GEORGIA-PACIFIC CORPORATION
                                   (Registrant)




                                   by /s/John F. McGovern
                                        ----------------------------
                                          John F. McGovern,
                                          Executive Vice President -
                                            Finance and Chief
                                            Financial Officer


                                   by /s/James E. Terrell
                                        ----------------------------
                                          James E. Terrell,
                                          Vice President and Controller
                                            (Chief Accounting Officer)




<PAGE>    20


                          GEORGIA-PACIFIC CORPORATION
                          ---------------------------

                               INDEX TO EXHIBITS
                        FILED WITH THE QUARTERLY REPORT
                              ON FORM 10-Q FOR THE
                          QUARTER ENDED JUNE 30, 1997


Number         Description
------         -----------
4.5       1997 Employee Stock Purchase Plan. (1)

10.11     Amendment to the Outside Directors Stock Plan. (1)

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

27        Financial Data Schedule. (1)


-------------------------------
(1)  Filed via Edgar