BYLAWS
                                       OF
                          GEORGIA-PACIFIC CORPORATION

                                   ARTICLE I

                             SHAREHOLDERS' MEETINGS

     SECTION 1.  Annual Meeting.  The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide, or, if the Board of Directors fails to
provide, then such meeting shall be held at the principal executive office of
the Corporation at 11:00 A.M. on the first Tuesday in the month of May in each
year, or, if such date is a legal holiday, on the next following business day.
If an annual meeting of shareholders is not held as provided in this Section 1
of this Article I, any business, including the election of directors, that might
properly have been acted upon at such annual meeting may be acted upon at a
special meeting in lieu of the annual meeting held pursuant to these Bylaws or
held pursuant to a court order.

     SECTION 2.  Special Meetings.  Special meetings of the shareholders may be
called at any time by the Chairman, any Vice Chairman, the President, the Chief
Executive Officer or the Board of Directors.  In addition, special meetings of
shareholders shall be called by the Corporation as set forth in the
Corporation's Articles of Incorporation or upon written demand of the holders of
at least seventy-five percent (75%) of the voting power of the outstanding
capital stock of the Corporation entitled to vote on any issue proposed to be
considered at the proposed special meeting, voting as a separate voting group,
or upon the written demand of shareholders as provided in Section 1 (C) of
Article II hereof, any such written demand to be made in accordance with the
requirements of applicable law.  Each special meeting shall be held at such
place, either within or without the State of Georgia, as the Board of Directors
may by resolution provide, or, if the Board of Directors fails to provide, then
such meeting shall be held at the principal executive office of the Corporation,
on such date and at such time as shall be fixed by the party calling the
meeting.

     SECTION 3.  Notice of Meeting.  Except as may otherwise be required or
prohibited by law, written notice stating the place, day and hour of the meeting
of shareholders and, in case of a special meeting of shareholders, the purpose
or purposes for which the meeting is called, shall be delivered in the case of
an annual or special meeting of shareholders, not less than ten (10) nor more
than sixty (60) days before the date of the meeting either personally or by
mail, by the Corporation by or at the direction of the Chairman, any Vice
Chairman, the President, the Chief Executive Officer, the Secretary or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his or
its address as it appears on the stock transfer books of the Corporation, with
first class postage thereon prepaid, or, if the Corporation has more than 500
shareholders of record entitled to vote at the meeting and the notice is mailed
not less than thirty (30) days before the date of the meeting, with postage
thereon prepaid for any other class of United States mail.

     SECTION 4.  Waivers.  Notwithstanding anything herein to the contrary,
notice of a meeting of shareholders need not be given to any shareholder who
waives notice of such meeting in accordance with the Georgia Business
Corporation Code.


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     SECTION 5.  Voting Group.  Voting group means all shares of one or more
classes or series that are entitled to vote and be counted together collectively
on a matter at a meeting of shareholders.  All shares entitled to vote generally
on the matter are for that purpose a separate voting group.

     SECTION 6.  Quorum.  With respect to shares entitled to vote as a separate
voting group on a matter at a meeting of shareholders, the presence, in person
or by proxy, of a majority of the votes entitled to be cast on the matter by the
voting group shall constitute a quorum of that voting group for action on that
matter unless the Articles of Incorporation, any designation of a class or
series of capital stock of the Corporation, or the Georgia Business Corporation
Code provides otherwise.  Once a share is represented for any purpose at a
meeting, other than solely to object to holding the meeting or to transacting
business at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of the meeting unless a new
record date is or must be set for the adjourned meeting.

     SECTION 7.  Vote Required for Action.  If a quorum exists, action on a
matter (other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, provisions of these
Bylaws validly adopted by the shareholders, or the Georgia Business Corporation
Code requires a greater number of affirmative votes.  Unless otherwise provided
in the Articles of Incorporation, directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election of directors at a
meeting at which a quorum is present.  If the Articles of Incorporation or the
Georgia Business Corporation Code provide for voting by two or more voting
groups on a matter, action on that matter is taken only when voted upon by each
of those voting groups counted separately.  Action may be taken by one voting

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group on a matter even though no action is taken by another voting group
entitled to vote on the matter.

     SECTION 8.  Voting of Shares.  Unless the Articles of Incorporation, any
designation of a class or series of capital stock of the Corporation, or the
Georgia Business Corporation Code provides otherwise, each outstanding share
having voting rights shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.  Voting on all matters shall be by voice vote
or by show of hands unless any qualified voter, prior to the voting on any
matter, demands vote by ballot, in which case each ballot shall state the name
of the shareholder voting and the number of shares voted by him, and if the
ballot be cast by proxy, it shall also state the name of the proxy.

     SECTION 9.  Proxies.   A shareholder entitled to vote may vote in person or
by proxy pursuant to an appointment of proxy executed in writing by the
shareholder or by his or its attorney in fact.  An appointment of proxy shall be
valid for only one meeting to be specified therein, and any adjournments of such
meeting, but shall not be valid for more than eleven (11) months unless
expressly provided therein.  Appointments of proxy shall be dated and filed with
the records of the meeting to which they relate.  If the validity of any
appointment of proxy is questioned, it must be submitted to the secretary of the
meeting of shareholders for examination or to a proxy officer or committee
appointed by the person presiding at the meeting.  The secretary of the meeting
or, if appointed, the proxy officer or committee shall determine the validity or
invalidity of any appointment of proxy submitted, and reference by the secretary
in the minutes of the meeting to the regularity of an appointment of proxy shall
be received as prima facie evidence of the facts stated for the purpose of
establishing the presence of a quorum at the meeting and for all other purposes.


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     SECTION 11.  Presiding Officer.  The Chief Executive Officer shall serve as
the chairman of every meeting of shareholders unless another person is elected
by shareholders to serve as chairman at the meeting.  The chairman shall appoint
any persons he deems necessary to assist with the meeting.

     SECTION 12.  Adjournments.  Whether or not a quorum is present to organize
a meeting, any meeting of shareholders (including an adjourned meeting) may be
adjourned by the holders of a majority of the voting power represented at the
meeting to reconvene at a specific time and place, but no later than 120 days
after the date fixed for the original meeting unless the requirements of the
Georgia Business Corporation Code concerning the selection of a new record date
have been met.  At any reconvened meeting within that time period, any business
may be transacted that could have been transacted at the meeting that was
adjourned.  If notice of the adjourned meeting was properly given, it shall not
be necessary to give any notice of the reconvened meeting or of the business to
be transacted, if the date, time and place of the reconvened meeting are
announced at the meeting that was adjourned and before adjournment; provided,
however, that if a new record date is or must be fixed, notice of the reconvened
meeting must be given to persons who are shareholders as of the new record date.

     SECTION 13.  Fixing of Record Date with Regard to Shareholder Action.  For
the purpose of determining shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action, the
Board of Directors may fix a future date as the record date, which date shall be
not more than seventy (70) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring a determination of shareholders, is to be taken.  A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes

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a new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.  If no record date
is fixed by the Board of Directors, the record date shall be determined in
accordance with the provisions of the Georgia Business Corporation Code.

     SECTION 14.  Shareholder Proposals.  No proposal for a shareholder vote
(other than director nominations, to which Section 1(D) of Article II applies)
shall be submitted by a shareholder (a "Shareholder Proposal") to the
Corporation's shareholders unless the shareholder submitting such proposal (the
"Proponent") shall have filed a written notice setting forth with particularity
(i) the names and business addresses of the Proponent and all natural persons,
corporations, partnerships, trusts or any other type of legal entity or
recognized ownership vehicle (collectively, a "Person") acting in concert with
the Proponent; (ii) the name and address of the Proponent and the Persons
identified in clause (i), as they appear on the Corporation's books (if they so
appear); (iii) the class and number of shares of the Corporation beneficially
owned by the Proponent and the Persons identified in clause (i); (iv) a
description of the Shareholder Proposal containing all material information
relating thereto; and (v) such other information as the Board of Directors
reasonably determines is necessary or appropriate to enable the Board of
Directors and shareholders of the Corporation to consider the Shareholder
Proposal.  Shareholder Proposals shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation within the time
period specified in Securities and Exchange Commission Rule 14a-8(a)(3)(i), or
any successor rule.  The presiding officer at any shareholders' meeting may
determine that any Shareholder Proposal was not made in accordance with the
procedures prescribed in these Bylaws or is otherwise not in accordance with
law, and if it is so determined, such officer shall so declare at the meeting
and the Shareholder Proposal shall be disregarded.


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                                   ARTICLE II
                                   DIRECTORS

     SECTION 1.  Number, Election and Term of Office.


     (A)  Number of Directors. The business and affairs of the Corporation shall
be managed and controlled by or under the authority of its Board of Directors.
In addition to the powers and authority expressly conferred upon it by these
Bylaws and the Articles of Incorporation, the Board of Directors may exercise
all such lawful acts and things as are not by law, by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.  The number of directors shall be thirteen (13), but the
number may be increased or diminished by amendment of these Bylaws either by the
Board of Directors or by the affirmative vote of at least seventy-five percent
(75%) of the voting power of the outstanding capital stock of the Corporation
entitled to vote generally in the election of directors, voting as a separate
voting group.  The directors shall be divided into three (3) classes, each
composed, as nearly as possible, of one-third of the total number of directors.
In the event that the number of directors shall not be evenly divisible by three
(3), the Board of Directors shall determine in which class or classes the
remaining director or directors, as the case may be, shall be included.  The
term of office of each director shall be three (3) years; provided, that, of
those directors initially elected in classes, the term of office of directors of
the first class shall expire at the first annual meeting of the shareholders
after their election, that of the second class shall expire at the second annual
meeting after their election, and that of the third class shall expire at the
third annual meeting after their election.  At each annual meeting of
shareholders subsequent to the initial election of directors in classes,
directors shall be elected for a full term of three (3) years to succeed those

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whose terms expire.  When the number of directors is increased and any newly
created directorships are filled by the Board of Directors, there shall be no
classification of the additional directors until the next election of directors
by the shareholders.

     (B)  Special Voting Rights.  Anything in this Section 1 of this Article II
to the contrary notwithstanding, if and whenever any class or series of capital
stock of the Corporation shall have the exclusive right, voting as a separate
voting group, to elect one or more directors of the Corporation, the term of
office of all directors in office when such voting rights shall vest in such
class or series (other than directors who were elected by vote of another class
or series of capital stock) shall terminate upon the election of any new
directors at any meeting of shareholders called for the purpose of electing
directors; and, while such voting rights are vested in any class or series of
capital stock, the directors shall not be divided into classes, and the term of
office of each director elected shall extend only until the next succeeding
annual meeting of shareholders.

     (C)  Election of Directors Following Termination of Special Voting Rights.
Upon the termination of the exclusive right of one or more classes or series of
capital stock, voting as a separate voting group, to vote for directors, the
term of office of all such directors then in office shall terminate upon the
election of any new directors at a meeting of the shareholders then entitled to
vote for directors, which meeting may be held at any time after the termination
of such exclusive right and which meeting, if not previously called, shall be
called by the Secretary of the Corporation upon written request of the holders
of record of ten percent (10%) of the aggregate voting power of the outstanding
capital stock of the Corporation then entitled to vote generally in the election
of directors.  At such election and thereafter, unless and until a class or
series of capital stock shall again have the exclusive right, voting as a

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separate voting group, to vote for directors, the directors shall again be
divided into three (3) classes, as hereinabove provided, the term of office of
each to be three (3) years; provided, that the terms of office of those
initially elected in classes shall be as hereinabove provided.

     (D)  Nominations for Election of Directors.

     (i)  Subject to the rights of holders of any class or series of capital
stock of the Corporation then outstanding, nominations for the election of
directors may be made by the affirmative vote of a majority of the entire Board
of Directors or by any shareholder of record entitled to vote generally in the
election of directors.  However, any shareholder of record entitled to vote
generally in the election of directors may nominate one or more persons for
election as directors at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by first class United States mail, postage prepaid, to the Secretary
of the Corporation not less than 60 days nor more than 75 days prior to the
meeting; provided, that in the event that less than 70 days' notice or prior

public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of meeting was mailed or such public disclosure was made, whichever first
occurs.

     (ii)  Each notice to the Secretary under subsection (D)(i) above shall set
forth: (a) the name and address of record of the shareholder who intends to make
the nomination; (b) a representation that the shareholder is a holder of record
of shares of the Corporation's capital stock entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) the class and number of shares of

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common stock held of record, owned beneficially, and represented by proxy, by
the shareholder, and each proposed nominee, as of the date of the notice; (d)
the name, age, business and residence addresses, and principal occupation or
employment of each proposed nominee; (e) a description of all arrangements or
understandings between the shareholder and each proposed nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (f) such other
information regarding each proposed nominee as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission; and (g) the written consent of each proposed nominee to
serve as a director of the Corporation if so elected.  The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.

     (iii)  The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

     SECTION 2.  Term.  Subject to the provisions of the Articles of
Incorporation and of Section 1 of this Article II, each director shall hold
office until the election and qualification of his successor or until his death
or until he shall resign or be removed from office as hereinafter provided.

     SECTION 3.  Resignations.  Any director of the Corporation may resign at
any time by giving written notice thereof to the Board of Directors, the
Chairman or the Corporation.  Such resignation shall take effect at the time the
notice is delivered unless the notice specifies a later effective date; and,


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unless otherwise specified with respect thereto, the acceptance of such
resignation shall not be necessary to make it effective.

     SECTION 4.  Removal of Directors.  At any shareholders' meeting with
respect to which notice of such purpose has been given, the entire Board of
Directors or any individual director may be removed, with or without cause, by
the affirmative vote of the holders of seventy-five percent (75%) of the voting
power of the outstanding capital stock of the Corporation entitled to vote
generally in the election of directors, voting as a separate voting group.
Whenever the holders of the shares of any class or series of capital stock are
entitled to elect one or more directors by the provisions of the Articles of
Incorporation, the provisions of this Section 4 of this Article II shall apply,
in respect of the removal of a director or directors so elected, to the vote of
the holders of the outstanding shares of that class or series and not to the
vote of the outstanding shares as a whole.  Removal action may be taken at any
shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 5.  Vacancies.

     (A)  Director Elected by All Shareholders.  Except as provided in
Subsection 5(B) below, any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, or by the sole remaining director,
as the case may be, or, if the vacancy is not so filled, or if no director
remains, by the holders of the shares of capital stock who are entitled to vote
for the director with respect to which the vacancy is being filled.


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     (B)  Director Elected by Particular Class or Series.  If a vacancy occurs
with respect to a director elected by a particular class or series of shares
voting as a separate voting group, the vacancy may be filled by the remaining
director or directors elected by that class or series, or, if the vacancy is not
filled by such remaining director or directors, or if no such director remains,
by the holders of that class or series of shares.

     (C)  Term of New Director.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.  Any directorship
to be filled by reason of an increase in the number of directors may be filled
by the Board of Directors, but only for a term of office continuing until the
next election of directors by the shareholders and the election and
qualification of his successor.

     SECTION 6.  Place of Meeting.  Meetings of the Board of Directors or of any
committee thereof may be held either within or without the State of Georgia.

     SECTION 7.  Regular Meetings.  The Board of Directors may, by resolution
adopted by vote of a majority of the whole Board, from time to time, appoint the
time and place for holding regular meetings of the Board, if deemed advisable by
the Board; and such regular meetings shall, thereupon, be held at the time and
place so appointed, without the giving of any notice with regard thereto.  In
case the day appointed for the regular meeting shall fall on a legal holiday,
such meeting shall be held on the next following business day, at the regular
appointed hour.

     SECTION 8.  Special Meetings.  Special meetings of the Board of Directors
shall be held whenever called by the Chairman, by any Vice Chairman, by the

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President, by the Chief Executive Officer, by the Chief Operating Officer, or by
any two directors.  Notice of any such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, not later than
three (3) days before the day on which the meeting is to be held, or shall be
sent to him at such place by telegram, telex, facsimile or cablegram, or be
delivered personally, or by telephone, not later than the day before the day on
which the meeting is to be held.  Notice of a meeting of the Board of Directors
need not be given to any director who signs a waiver of notice either before or
after the meeting (in addition to any other form of waiver, such waiver may be
evidenced by a telegram, telex, facsimile or cablegram from a director).
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting (or promptly upon
his arrival), any such objection or objections to the transaction of business
and does not thereafter vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.  Except as is otherwise indicated in the notice thereof,
any and all business may be transacted at any special meeting of the Board of
Directors.

     SECTION 9.  Quorum and Manner of Acting.  Except as herein otherwise
provided, two-fifths of the whole Board of Directors at a meeting duly assembled
shall constitute a quorum for the transaction of business, except that, if the
Chairman or the President is not present at any such meeting, a majority of the
whole Board of Directors shall be necessary to constitute a quorum; and, except
as otherwise required by statute or by the Bylaws, the act of a majority of the
directors present at any such meeting at which a quorum is present shall be the
act of the Board of Directors.  In the absence of a quorum, a majority of the

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directors present may adjourn the meeting from time to time, until a quorum is
present.  No notice of any adjourned meeting need be given.

     SECTION 10.  Participation by Conference Telephone.  Any or all directors
may participate in a meeting of the Board of Directors or of a committee of the
Board of Directors through the use of any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by this means is deemed to be present in
person at the meeting.

     SECTION 11.  Action by Directors Without a Meeting.  Unless the Articles of
Incorporation or these Bylaws provide otherwise, any action required or
permitted to be taken at any meeting of the Board of Directors or any action
that may be taken at a meeting of a committee of the Board of Directors may be
taken without a meeting if the action is taken by all the members of the Board
of Directors (or of the committee as the case may be). The action must be
evidenced by one or more written consents describing the action taken, signed by
each director (or each director serving on the committee, as the case may be),
and delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

     SECTION 12.  Directors' Fees.  In consideration of a director serving in
such capacity, each director of the Corporation, other than directors who are
officers of the Corporation or any of its subsidiary companies, shall be
entitled to receive such compensation as the Board of Directors, by vote of a
majority of the whole Board, may from time to time determine.  The Board of
Directors shall also have the authority to determine, from time to time, the
amount of compensation, if any, which shall be paid to its members for
attendance at any meeting of the Board or any committee thereof.  A director may

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also serve the Corporation in a capacity other than that of director and receive
compensation, as determined by the Board of Directors, for services rendered in
such other capacity.


                                  ARTICLE III

                              EXECUTIVE COMMITTEE

     SECTION 1.  Constitution and Powers.  The Board of Directors may, by
resolution adopted by vote of a majority of the whole Board, designate from
among its members an Executive Committee, to consist of the Chairman, the Chief
Executive Officer (provided he is also a director), and one or more other
directors, which Executive Committee shall have and may exercise all the powers
of the Board of Directors in the management of the business, affairs and
property of the Corporation and the exercise of its corporate powers, including
the power to authorize the seal of the Corporation to be affixed to all papers
which may require it.  So far as practicable, members of the Executive Committee
shall be designated at the organization meeting of the Board, in each year, and,
unless sooner discharged by vote of a majority of the whole Board of Directors,
shall hold office until the organization meeting of the Board in the next
subsequent year and until their respective successors are appointed.  The Board
shall designate one member of the Committee as Chairman of the Executive
Committee, but such designee shall not be considered to be an officer of the
Corporation by reason of such designation.  Anything herein to the contrary
notwithstanding, the Executive Committee shall not exercise the authority of the
Board of Directors in reference to: (1) approving or proposing to shareholders
any action required by applicable law to be approved by the shareholders of the
Corporation; (2) the filling of vacancies on the Board of Directors or any of
its committees; (3) amending the Articles of Incorporation of the Corporation;

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(4) the adoption, amendment or repeal of any Bylaws of the Corporation; or (5)
the approval of a plan of merger or consolidation, the sale, lease, exchange or
other disposition of all or substantially all the property and assets of the
Corporation, or a voluntary dissolution of the Corporation or a revocation
thereof.

     SECTION 2.  Meetings.  Regular meetings of the Executive Committee, of
which no notice shall be necessary, shall be held on such days and at such
places as shall be fixed, from time to time, by resolution adopted by vote of a
majority of the Committee and communicated to all the members thereof.  Special
meetings of the Executive Committee may be called by the Chairman of the
Committee at any time.  Notice of each special meeting of the Committee shall be
sent to each member of the Committee by mail to his residence or usual place of
business not later than three (3) days before the day on which the meeting is to
be held, or shall be sent to him at such place by telegram, telex, facsimile or
cablegram, or be delivered personally, or by telephone, to each member of the
Committee not later than the day before the day on which the meeting is to be
held.  Notice of any such meeting need not be given to any member who signs a
waiver of notice either before or after the meeting (in addition to any other
form of waiver, such waiver may be evidenced by a telegram, telex, facsimile or
cablegram from a member).  Attendance of a member at a meeting shall constitute
a waiver of notice of such meeting and waiver of any and all objections to the
place of the meeting, the time of the meeting or the manner in which it has been
called or convened, except when a member states, at the beginning of the meeting
(or promptly upon his arrival), any such objection or objections to the
transaction of business.  Neither the business to be transacted at, nor the
purpose of, any meeting of the Committee need be specified in the notice or
waiver of notice of such meeting.  A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and the act of a majority
of those present at a meeting, at which a quorum is present, shall be the act of

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the Executive Committee.  The members of the Executive Committee shall act only
as a committee, and the individual members shall have no power as such.


     SECTION 3.  Records.  The Executive Committee shall keep a record of its
acts and proceedings and shall report the same promptly to the Board of
Directors.  Such acts and proceedings shall be subject to review by the Board of
Directors, but no rights of third parties shall be affected by such review.  The
Secretary of the Corporation, or, in his absence, an Assistant Secretary, shall
act as secretary to the Executive Committee; or the Committee may, in its
discretion, appoint its own secretary.

     SECTION 4.  Vacancies.  Any vacancy in the Executive Committee shall be
filled by vote of a majority of the whole Board of Directors.

                                   ARTICLE IV

                                OTHER COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the whole
Board, may designate from among its members other committees in addition to the
Executive Committee, each consisting of two (2) or more directors and each of
which, to the extent provided in such resolution, shall have and may exercise
all the authority of the Board of Directors, provided that no such committee
shall have the authority of the Board of Directors in reference to: (1)
approving or proposing to shareholders any action required by applicable law to
be approved by the shareholders of the Corporation; (2) the filling of vacancies
on the Board of Directors or any of its committees; (3) amending the Articles of
Incorporation of the Corporation; (4) the adoption, amendment or repeal of any
Bylaws of the Corporation; or (5) the approval of a plan of merger or

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consolidation, the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation, or a voluntary
dissolution of the Corporation or a revocation thereof.  The provisions of
Section 2 of Article III as to the Executive Committee and its deliberations
shall be applicable to any such other committee of the Board of Directors.

                                   ARTICLE V

                     OFFICERS AND AGENTS; POWERS AND DUTIES

     SECTION 1.  Officers.  The Board of Directors shall elect a Chairman (who
shall be a director), a President, a Secretary and a Treasurer.  The Board of
Directors may also elect one or more Vice Chairmen, one or more Vice Presidents
(one or more of whom may be designated an Executive Vice President and one or
more of whom may be designated a Senior Vice President and one or more of whom
may be designated a Group Vice President), a Controller and such other officers
and agents of the Corporation as from time to time may appear to be necessary or
advisable in the conduct of the affairs of the Corporation.  The Board shall
designate from among such elected officers a Chief Executive Officer and may
designate from among such elected officers a Chief Operating Officer.  Any two
or more offices may be held by the same person, except that the office of
President and the office of Secretary shall be held by separate persons.  In
addition to the authority of the Board of Directors set forth in this Section 1,
the Chief Executive Officer shall have the authority to appoint one or more Vice
Presidents, none of whom may be designated an Executive Vice President, Senior
Vice President or Group Vice President (a "CEO Appointed Office").
Individuals appointed to CEO Appointed Offices by the Chief Executive Officer
shall be officers of the Corporation as fully as if elected by the Board of
Directors.

                                     - 18 -

     SECTION 2.  Term of Office.  So far as practicable, all officers shall be
elected at the organization meeting of the Board of Directors in each year, and,
subject to the provisions of Section 3 of this Article V, each officer shall
hold office until the organization meeting of the Board of Directors in the next
subsequent year and until his successor has been elected and has qualified, or
until his earlier resignation, removal from office, or death.

     SECTION 3.  Removal of Officers.  Any officer may be removed at any time,
either with or without cause, by the Board of Directors at any meeting.  Any
officer holding a CEO Appointed Office, whether elected to such office by the
Board or appointed by the Chief Executive Officer, may be removed at any time,
either with or without cause, by the Chief Executive Officer, except for such
individuals holding CEO Appointed Offices who also hold any of the titles of
Controller, Treasurer or Secretary.

     SECTION 4.  Vacancies.  If any vacancy occurs in any office, the Board of
Directors may elect a successor to fill such vacancy for the remainder of the
term.  If a vacancy occurs in any CEO Appointed Office, the Chief Executive
Officer may appoint a successor to fill such vacancy for the remainder of the
term.

     SECTION 5.  Chief Executive Officer.  The Chief Executive Officer shall,
under the direction of the Board of Directors, have general direction of the
Corporation's business, policies and affairs.  He shall preside, when present,
at all meetings of the shareholders and, in the absence of the Chairman of the
Executive Committee, at all meetings of the Executive Committee.  He, the Vice
Chairmen, the President and the Chief Operating Officer shall each have general
power to execute bonds, deeds and contracts in the name of the Corporation and
to affix the corporate seal; to sign stock certificates; and to remove or

                                     - 19 -

suspend such employees or agents as shall not have been appointed by the Board
of Directors.  In the absence or disability of the Chief Executive Officer, his
duties shall be performed and his powers may be exercised by the Chief Operating
Officer or by such other officer as shall be designated by the Board of
Directors.

     SECTION 6.  Chief Operating Officer.  The Chief Operating Officer shall,
under the direction of the Chief Executive Officer, have direct superintendence
of the Corporation's business, policies, properties and affairs.  He shall have
such further powers and duties as from time to time may be conferred upon, or
assigned to, him by the Board of Directors or the Chief Executive Officer.  In
the absence or disability of the Chief Executive Officer, the Chief Operating
Officer shall perform his duties and may exercise his powers.

     SECTION 7.  Chairman.  The Chairman shall preside, when present, at all
meetings of the Board of Directors and shall have such other powers and duties
as from time to time may be conferred upon or assigned to him by the Board of
Directors or the Chief Executive Officer (if the Chairman is not the Chief
Executive Officer).

     SECTION 8.  Vice Chairmen.  Each of the several Vice Chairmen shall have
such powers and duties as from time to time may be conferred upon or assigned to
him by the Board of Directors or the Chief Executive Officer (if such Vice
Chairman is not the Chief Executive Officer).

     SECTION 9.  President.  The President shall have such powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or the Chief Executive Officer (if the President is not the Chief
Executive Officer).

                                     - 20 -

     SECTION 10.  Vice Presidents.  The several Vice Presidents shall have such
powers and duties as shall be assigned to or required of them, from time to
time, by the Board of Directors, the Chief Executive Officer or the Chief
Operating Officer.

     SECTION 11.  Secretary.  The Secretary shall attend to the giving of notice
of all meetings of shareholders and of the Board of Directors and shall keep and
attest true records of all proceedings thereat.  He shall have the
responsibility of authenticating records of the Corporation.  He shall have
charge of the corporate seal and have authority to attest any and all
instruments or writings to which the same may be affixed.  He shall keep and
account for all books, documents, papers and records of the Corporation, except
those which are hereinafter directed to be in the charge of the Treasurer or the
Controller.  He shall have authority to sign stock certificates and shall
generally perform all the duties usually appertaining to the office of secretary
of a corporation.  In the absence of the Secretary, an Assistant Secretary or
Secretary pro tempore shall perform his duties.

     SECTION 12.  Treasurer.  The Treasurer shall have the care and custody of
all moneys, funds and securities of the Corporation and shall deposit or cause
to be deposited all funds of the Corporation in and with such depositories as
shall, from time to time, be designated by the Board of Directors or by such
officers of the Corporation as may be authorized by the Board of Directors to
make such designation.  He shall have power to sign stock certificates; to
endorse for deposit or collection, or otherwise, all checks, drafts, notes,
bills of exchange or other commercial paper payable to the Corporation; and to
give proper receipts or discharges therefor.


                                     - 21 -

     SECTION 13.  Controller.  The Controller shall keep complete and accurate
books of account relating to the business of the Corporation, including records
of all assets, liabilities, commitments, receipts, disbursements and other
financial transactions of the Corporation, and its divisions and subsidiaries.
He shall render a statement of the Corporation's financial condition whenever
required to do so by the Board of Directors, the Chief Executive Officer, the
Chief Operating Officer or the Executive Vice President - Finance.

     SECTION 14.  Attorneys.  The Board of Directors may, from time to time,
appoint one or more attorneys-in-fact to act for and in representation of the
Corporation, either generally or specially, judicially or extra-judicially, and
may delegate to any such attorney or attorneys-in-fact all or any powers which,
in the judgment of the Board of Directors, may be necessary, advisable,
convenient or suitable for exercise in any country or jurisdiction in the
administration or management of the business of the Corporation, or the defense
or enforcement of its rights, even though such powers be herein provided or
directed to be exercised by a designated officer of the Corporation, or by the
Board of Directors.  The act of the Board of Directors in conferring any such
powers upon, or delegating the same to, any attorney-in-fact shall be conclusive
evidence in favor of any third person of the right of the Board of Directors so
to confer or delegate such powers; and the exercise by any attorney-in-fact of
any powers so conferred or delegated shall in all respects be binding upon the
Corporation.

     SECTION 15.  Additional Powers and Duties.  In addition to the foregoing
especially enumerated duties and powers, the several officers of the Corporation
shall perform such other duties and exercise such further powers as may be
provided by these Bylaws or as the Board of Directors may, from time to time,
determine, or as may be assigned to them by any competent superior officer.

                                     - 22 -

     SECTION 16.  Compensation.  The compensation of all officers of the
Corporation shall be fixed, from time to time, by the Board of Directors.

     SECTION 17.  Designated Positions and Titles. The Chief Executive Officer
may, from time to time, designate employees ("Designated Employees") to serve
in such designated capacities for the Corporation and to hold such nominal
titles (such as a designated officer of a group, division or of another area of
the business affairs of the Corporation) as the  Chief Executive Officer may
deem appropriate.  No individual designated pursuant to this Section 17 shall,
by reason of such designation, become an officer of the Corporation.  Each
Designated Employee shall perform such duties and shall have such authority as
shall be delegated to him from time to time by the Chief Executive Officer.  Any
title granted to any Designated Employee pursuant to this Section 17 may be
withdrawn, with or without cause, at any time by the Chief Executive Officer,
and any duty or authority delegated to any Designated Employee pursuant to this
Section 17 may be withdrawn, with or without cause, at any time by the Chief
Executive Officer.

                                   ARTICLE VI

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 1.  Indemnified Parties.  Every person (and the heirs and personal
representatives of such person) who is or was a director, officer, employee or
agent of the Corporation, or of any other corporation, partnership, joint
venture, trust or other enterprise in which he served as such at the request of
the Corporation, shall be indemnified by the Corporation in accordance with the
provisions of this Article VI against any and all liability and expense

                                     - 23 -

(including, without limitation, counsel fees and disbursements, and amounts of
judgments, fines or penalties against, or amounts paid in settlement by, a
director, officer, employee or agent) actually and reasonably incurred by him in
connection with or resulting from any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative, or
investigative or in connection with any appeal relating thereto, in which he may
become involved, as a party or otherwise, or with which he may be threatened, by
reason of his being or having been a director, officer, employee or agent of the
Corporation or such other corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action taken or omitted by him in his
capacity as such director, officer, employee or agent whether or not he
continues to be such at the time such liability or expense shall have been
incurred.

     SECTION 2.  Indemnification As of Right.  Every person (and the heirs and
personal representatives of such person) referred to in Section I of this
Article VI, to the extent that such person has been successful on the merits or
otherwise with respect to any claim, action, matter, suit or proceeding of the
character described in Section 1, shall be entitled to indemnification as of
right for expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.

     SECTION 3.  Indemnification Based on Review.  Except as provided in Section
2 of this Article VI, upon receipt of a claim for indemnification hereunder, the
Corporation shall proceed as follows, or as otherwise permitted by applicable
law.  If the claim is made by a director or officer of the Corporation, the
Board of Directors, by a majority vote of a quorum consisting of directors who
were not parties to the applicable action, suit or proceeding, shall determine
whether the claimant met the applicable standard of conduct as set forth in
Subsections (A) and (B) below.  If such quorum is not obtainable or, even if

                                     - 24 -

obtainable, a quorum of disinterested directors so directs, such determination
shall be made by independent legal counsel (who may be the regular inside or
outside counsel of the Corporation) in a written opinion.  If such determination
has not been made within 90 days after the claim is asserted, the claimant shall
have the right to require that the determination be submitted to the
shareholders at the next regular meeting of shareholders by vote of a majority
of the shares entitled to vote thereon.  If a claim is made by a person who is
not a director or officer of the Corporation, the Chief Executive Officer and
the general counsel of the Corporation shall determine, subject to applicable
law, the manner in which there shall be made the determination as to whether the
claimant met the applicable standard of conduct as set forth in Subsections (A)
and (B) below.  In the case of each claim for indemnification, the Corporation
shall pay the claim to the extent the determination is favorable to the person
making the claim.

     (A)  In the case of a claim, action, suit or proceeding other than by or in
the right of the Corporation to procure a judgment in its favor, the director,
officer, employee or agent must have acted in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, in addition,
in any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful.  In addition, any director seeking indemnification
must not have been adjudged liable on the basis that any personal benefit was
received by him.  For the purpose of this Subsection (A), the termination of any
claim, action, suit or proceeding, civil, criminal or administrative, by
judgment, order, settlement (either with or without court approval) or
conviction, or upon a plea of guilty or nolo contenders or its equivalent, shall
not create a presumption that a director, officer, employee or agent did not
meet the standards of conduct set forth in this Subsection.

     (B)  In the case of a claim, action, suit or proceeding by or in the right
of the Corporation to procure a judgment in its favor, the director, officer,

                                     - 25 -

employee or agent must have acted in good faith in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation;
provided, however, that no indemnification under this Subsection (B) shall be
made (1) with regard to any claim, issue or matter as to which such director,
officer, employee or agent shall have been adjudged to be liable to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such director, officer, employee
or agent is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper, or (2) for amounts paid, or expenses incurred, in
connection with the defense or settlement of any such claim, action, suit or
proceeding, unless a court of competent jurisdiction has approved
indemnification with regard to such amounts or expenses.

     SECTION 4.  Advances.  Expenses incurred with respect to any claim, action,
suit or proceeding of the character described in Section 1 of this Article VI
shall be advanced by the Corporation prior to the final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it shall be ultimately determined that he is not entitled to indemnification
under this Article VI.

     SECTION 5.  General.  The rights of indemnification and advancement of
expenses provided in this Article VI shall be in addition to any rights to which
any such director, officer, employee or other person may otherwise be entitled
by contract or as a matter of law.  Each person who shall act as a director,
officer, employee or agent of the Corporation or of any other corporation
referred to in Section 1 of this Article VI, shall be deemed to be doing so in
reliance upon the right of indemnification provided for in this Article VI, and
this Article VI constitutes a contract between the Corporation and each of the
persons from time to time entitled to indemnification hereunder, and the rights

                                     - 26 -
of each such person hereunder may not be modified without the consent of such
person.

                                  ARTICLE VII

                          STOCK AND TRANSFER OF STOCK

     SECTION 1.  Direct Registration of Shares.  The Corporation may, with the
Board of Directors' approval, participate in a direct registration system
approved by the Securities and Exchange Commission and by the New York Stock
Exchange or any securities exchange on which the stock of the Corporation may
from time to time be traded, whereby shares of capital stock of the Corporation
may be registered in the holder's name in uncertificated, book-entry form on the
books of the Corporation.

     SECTION 2.  Stock Certificates.  Except in the case of shares represented
in book-entry form under a direct registration system contemplated in Section 1
of this Article VII, every shareholder shall be entitled to a certificate signed
by the Chairman, the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by him in the Corporation and that those shares are fully
paid and non-assessable.  Where any such certificate is countersigned by either
a Transfer Agent or a Registrar (other than the Corporation or one of its
employees) designated by the Corporation for that purpose, any other signature
on such certificate may be a facsimile, engraved, stamped or printed.  In case
any person who served as any such officer shall have signed any such certificate
or whose facsimile signature shall have been placed thereon shall have ceased to
hold such office prior to the issue of such certificate, such certificate may be
issued at the direction of the Corporation with the same effect as if such
person held such office at the date of the issue of such certificate.

                                     - 27 -

     SECTION 3.  Transfer Agents and Registrars.  The Board of Directors may, in
its discretion, appoint responsible banks or trust companies in such city or
cities as the Board may deem advisable, from time to time, to act as Transfer
Agents and Registrars of the stock of the Corporation; and, upon such
appointments being made, no stock certificate shall be valid until countersigned
by one of such Transfer Agents and registered by one of such Registrars.

     SECTION 4.  Transfer of Stock.  Except in the case of shares represented in
book-entry form under a direct registration system contemplated in Section 1 of
this Article VII, shares of stock may be transferred by delivery of the
certificates therefor, accompanied either by an assignment, in writing on the
back of the certificates or by written power of attorney to sell, assign and
transfer the same, signed by the record holder thereof; but no transfer shall
affect the right of the Corporation to pay any dividend upon the stock to the
holder of record thereof, or to treat the holder of record as the holder in fact
thereof for all purposes, and no transfer shall be valid, except between the
parties thereto, until such transfer shall have been made upon the books of the
Corporation.

     SECTION 5.  Lost Certificates.  In case any certificate of stock shall be
lost, stolen or destroyed, the Board of Directors or the Executive Committee, in
its discretion, may authorize the issue of a substitute certificate in place of
the certificate so lost, stolen or destroyed, and may cause such substitute
certificate to be countersigned by the appropriate Transfer Agent and registered
by the appropriate Registrar; provided, that, in each such case, the applicant
for a substitute certificate shall furnish to the Corporation, or to its
Transfer Agents and Registrars, satisfactory evidence of the loss, theft or


                                     - 28 -

destruction of such certificate and of the ownership thereof, and also such
security or indemnity as may be required by any of such parties.


                                  ARTICLE VIII
                                 MISCELLANEOUS

     SECTION 1.  Inspection of Books and Records.  The Board of Directors shall
have power to determine which accounts, books and records of the Corporation
shall be opened to the inspection of shareholders, except those as may by law
specifically be made open to inspection, and shall have power to fix reasonable
rules and regulations not in conflict with the applicable law for the inspection
of accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection.  Without the prior approval of the Board
of Directors in its discretion, the right of inspection set forth in Section 14-
2-1602(c) of the Georgia Business Corporation Code shall not be available to any
shareholder owning two percent or less of the shares outstanding.

     SECTION 2.  Fiscal Year.  The fiscal year of the Corporation shall be the
calendar year.

     SECTION 3.  Surety Bonds.  Such officers or agents of the Corporation as
the Board of Directors may direct, from time to time, shall be bonded for the
faithful performance of their duties, in such amounts and by such surety
companies as the Board of Directors may determine.  The premiums on such bonds
shall be paid by the Corporation, and the bonds so furnished shall be in the
custody of the Secretary.


                                     - 29 -

     SECTION 4.  Signature of Negotiable Instruments.  All bills, notes, checks
or other instruments for the payment of money shall be signed or countersigned
by such officers and in such manner as, from time to time, may be prescribed by
resolution (whether general or special) of the Board of Directors.

     SECTION 5.  Conflict with Articles of Incorporation.  In the event that any
provision of these Bylaws conflicts with any provision of the Articles of
Incorporation, the Articles of Incorporation shall govern.

     SECTION 6.  Election of Certain Provisions of Georgia Business Corporation
Code.  All requirements and provisions of Parts 2 and 3 of Article 11 of the
Georgia Business Corporation Code, as may be in effect from time to time,
including any successor statutes, shall be applicable to any "business
combination" (as respectively defined in Parts 2 and 3 of such Article 11) of
the Corporation.

                                   ARTICLE IX
                                   AMENDMENTS

     Subject to the provisions of the Georgia Business Corporation Code, the
Board of Directors shall have the power to alter, amend or repeal these Bylaws
or to adopt new bylaws, but any bylaws adopted by the Board of Directors may be
altered, amended or repealed, and new bylaws adopted, by the shareholders.  The
shareholders may prescribe that any bylaw or bylaws adopted by them shall not be
altered, amended or repealed by the Board of Directors.  Action by the directors
with respect to the Bylaws shall be taken by an affirmative vote of a majority
of all of the directors then in office.  Except as provided in the Articles of
Incorporation, action by the shareholders with respect to the Bylaws shall be
taken by an affirmative vote of the holders of a majority of the voting power of

                                     - 30 -

the outstanding capital stock of the Corporation entitled to vote generally in
the election of directors, voting as a separate voting group.

      The undersigned Secretary of Georgia-Pacific Corporation, a Georgia
corporation, hereby certifies that the foregoing is a true and complete copy of
the Bylaws of the said Corporation, as at present in full force and effect.


      Witness the hand of the undersigned and the seal of the said Corporation
this 30th day of July, 1998.




                                        Kenneth F. Khoury
                                        Vice President, Deputy General Counsel
                                           and Secretary