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 March 31, 1998

                                       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 May 11, 1998, Georgia-Pacific Corporation had
91,803,410 shares of Georgia-Pacific Group Common Stock outstanding and
92,121,723 shares of The Timber Company Common Stock outstanding.


<PAGE>    2




                         PART I - FINANCIAL INFORMATION
                  -------------------------------------------
<TABLE>
<CAPTION>

Item 1.   Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Georgia-Pacific Corporation and Subsidiaries
                                                         Three months
                                                        ended March 31,

                                                   -----------------
(In millions, except per share amounts)               1998         1997
-----------------------------------------------------------------------
<S>                                                 <C>         <C>
Net sales                                           $3,221       $3,145
-----------------------------------------------------------------------
Costs and expenses
  Cost of sales, excluding depreciation and
    cost of timber harvested shown below             2,494        2,476
  Selling, general and
    administrative                                     271          291
  Depreciation and cost of
    timber harvested                                   225          230
  Interest                                             114          122
  Other income                                           -         (128)
-----------------------------------------------------------------------
Total costs and expenses                             3,104        2,991
-----------------------------------------------------------------------
Income before income taxes and
  extraordinary item                                   117          154

Provision for income taxes                              49           64
-----------------------------------------------------------------------
Income before extraordinary item                        68           90

Extraordinary item, net of taxes                       (14)           -
-----------------------------------------------------------------------
Net income                                          $   54       $   90
=======================================================================
Georgia-Pacific Corporation
Basic and diluted per common share:
  Net income                                                     $  .99
-----------------------------------------------------------------------
Average number of shares outstanding:
  Basic                                                            91.0
  Diluted                                                          91.4
=======================================================================
Georgia-Pacific Group
Income before extraordinary item                    $   16
Extraordinary item, net of taxes                      (12)
-----------------------------------------------------------------------
Net income                                          $    4
-----------------------------------------------------------------------
Basic and diluted per common share:
  Income before extraordinary item                  $  .17
  Extraordinary item, net of taxes                   (.13)
-----------------------------------------------------------------------
  Net income                                        $  .04
-----------------------------------------------------------------------
Average number of shares outstanding:
  Basic                                               91.5
  Diluted                                             92.5
=======================================================================
The Timber Company
Income before extraordinary item                    $   52
Extraordinary item, net of taxes                       (2)
-----------------------------------------------------------------------
Net income                                          $   50
-----------------------------------------------------------------------
Basic and diluted per common share:
  Income before extraordinary item                  $  .56
  Extraordinary item, net of taxes                   (.02)
-----------------------------------------------------------------------
  Net income                                        $  .54
-----------------------------------------------------------------------
Average number of shares outstanding:
  Basic                                               92.3
  Diluted                                             93.0
=======================================================================

</TABLE>

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


<PAGE>    3

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS   (Unaudited)
Georgia-Pacific Corporation and Subsidiaries
                                                        Three months
                                                       ended March 31,
                                                     ------------------
(In millions)                                          1998        1997
-----------------------------------------------------------------------
<S>                                                    <C>       <C>
Cash flows from operating activities
  Net income                                           $  54     $  90
  Adjustments to reconcile net income to cash
   provided by operations:
   Depreciation                                          186       194
   Cost of timber harvested                               39        36
   Other income                                            -      (128)
   Deferred income taxes                                  15        22
   Amortization of goodwill                               15        15
   Stock compensation programs                             5       (13)
   Gain on sales of assets                                (9)       (5)
   Increase in receivables                                (1)      (64)
   Decrease in inventories                                40        11
   Change in other working capital                      (154)     (111)
   Increase in taxes payable                              47        72
   Change in other assets and other
     long-term liabilities                                10        (1)
-----------------------------------------------------------------------
Cash provided by operations                              247       118
-----------------------------------------------------------------------
Cash flows from investing activities
  Property, plant and equipment investments             (118)     (131)
  Timber and timberland purchases                        (67)      (36)
  (Increase) decrease in cash restricted for capital
     expenditures                                        (26)       11
  Proceeds from sales of assets                           32        48
  Other                                                   (1)       (2)
-----------------------------------------------------------------------
Cash used for investing activities                      (180)     (110)
-----------------------------------------------------------------------
Cash flows from financing activities
  Repayments of long-term debt                          (601)       (4)
  Additions to long-term debt                            117         -
  Fees paid to issue debt                                 (1)        -
  Increase (decrease) in bank overdrafts                  17       (22)
  Increase in commercial paper and
   other short-term notes                                531        93
  Stock repurchases                                      (65)        -
  Proceeds from option plan exercises                      2         4
  Cash dividends paid                                    (46)      (46)
-----------------------------------------------------------------------
Cash (used for) provided by financing activities         (46)       25
-----------------------------------------------------------------------
Increase in cash                                          21        33
  Balance at beginning of period                           8        10
-----------------------------------------------------------------------
  Balance at end of period                             $  29     $  43
=======================================================================
</TABLE>

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




<PAGE>    4

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
Georgia-Pacific Corporation and Subsidiaries


                                                     March 31,  December 31,
(In millions, except shares and per share amounts)     1998         1997
----------------------------------------------------------------------------
ASSETS                                              (Unaudited)
Current assets
  Cash                                               $     29     $     8
  Receivables, less allowances of $12 and $13,
  respectively                                          1,372       1,371
  Taxes receivable                                         14          61
  Inventories                                           1,317       1,357
  Deferred income tax assets                               67          67
  Other current assets                                     51          52
----------------------------------------------------------------------------
Total current assets                                    2,850       2,916
----------------------------------------------------------------------------
Timber and timberlands                                  1,218       1,193
----------------------------------------------------------------------------
Property, plant and equipment
  Land, buildings, machinery and equipment, at cost    14,149      14,134
  Accumulated depreciation                             (7,925)     (7,837)
----------------------------------------------------------------------------
Property, plant and equipment, net                      6,224       6,297
----------------------------------------------------------------------------
Goodwill                                                1,584       1,599
----------------------------------------------------------------------------
Other assets                                              970         945
----------------------------------------------------------------------------
Total assets                                         $ 12,846     $12,950
============================================================================




<PAGE>    5


LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                  <C>          <C>
Current liabilities
 Bank overdrafts, net                                $    240     $   223
 Commercial paper and other short-term notes            1,432         901
 Current portion of long-term debt                        369         653
 Accounts payable                                         516         642
 Accrued compensation                                     183         207
 Accrued interest                                          89          83
 Other current liabilities                                297         311
----------------------------------------------------------------------------
Total current liabilities                               3,126       3,020
----------------------------------------------------------------------------
Long-term debt, excluding current portion               3,519       3,713
----------------------------------------------------------------------------
Other long-term liabilities                             1,561       1,544
----------------------------------------------------------------------------
Deferred income tax liabilities                         1,214       1,199
----------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity
 Common stock                                              73          74
  Georgia-Pacific Group, par value $.80; 400,000,000
   shares authorized; 91,300,000 and 92,249,000
   shares issued and outstanding
  The Timber Company, par value $.80; 250,000,000
   shares authorized; 92,637,000 and 92,607,000
   shares issued and outstanding
 Additional paid-in capital                             1,294       1,349
 Retained earnings                                      2,093       2,085
 Long-term incentive plan deferred compensation            (4)         (5)
 Other                                                    (30)        (29)
----------------------------------------------------------------------------
Total shareholders' equity                              3,426       3,474
----------------------------------------------------------------------------
Total liabilities and shareholders' equity           $ 12,846     $12,950
============================================================================
</TABLE>

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


<PAGE>    6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
GEORGIA-PACIFIC CORPORATION
MARCH 31, 1998

1.   PRINCIPLES OF PRESENTATION.  The consolidated financial statements
     include the accounts of Georgia-Pacific Corporation and subsidiaries (the
     "Corporation").  All significant intercompany balances and transactions
     are eliminated in consolidation.   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 1997 amounts have been reclassified to conform
     with the 1998 presentation.  The Timber Company's and the Georgia-Pacific
     Group's combined financial statements should be read in conjunction with
     the Corporation's consolidated financial statements.

2.   EARNINGS  PER SHARE. The Corporation's common stock was redesignated in
     December 1997 to reflect separately the performance of the Corporation's
     pulp, paper and building products businesses, which are now known as
     Georgia-Pacific Group.  A separate class of common stock was distributed
     to reflect the performance of the Corporation's timber operating group,
     which is now known as The Timber Company.  Basic earnings per share is
     computed based on net income and the weighted average number of common
     shares outstanding. Diluted earnings per share reflect the annual
     issuance of common shares under long-term incentive stock option and
     stock purchase plans.  The computation of diluted earnings per share does
     not assume conversion or exercise of securities that would have an
     antidilutive effect on earnings per share.  Earnings per share for 1998
     are computed for each class of common stock based on the separate
     earnings attributed to each of the respective businesses.

     In February 1997, the Financial Accounting Standards Board ("FASB")
     issued Statement of Financial Accounting Standards No. 128, `Earnings per
     Share', ("SFAS 128")  which specifies the computation, presentation and
     disclosure requirements for earnings per share.  The Corporation adopted
     SFAS No. 128 in the 1997 fourth quarter.  All prior period earnings per
     share data were restated to conform with the  provisions of SFAS No. 128.
     The per share amounts reported under SFAS No. 128 are not materially
     different from those calculated and presented under APB Opinion No. 15.

     <TABLE>
     <CAPTION>

                                          Three months ended March 31,
                                   ----------------------------------------
     (In millions, except per share amounts)1998    1998      1997
     ---------------------------------------------------------------
                                 Georgia-PacificThe TimberGeorgia-Pacific
                                           Group  CompanyCorporation
     ---------------------------------------------------------------
     <S>                                   <C>      <C>       <C>

     Basic and diluted income available to
       shareholders (numerator):
          Income before extraordinary item $  16    $  52     $   90
          Extraordinary item, net of taxes   (12)      (2)         -
     ---------------------------------------------------------------
          Net income                       $   4    $  50     $   90
     ================================================================
     Shares (denominator):
        Average shares outstanding            91.5     92.3       91.0
        Dilutive securities:
          Incentive plans and option plans      .9       .7         .4
          Employee stock purchase plans         .1      -          -
     ---------------------------------------------------------------
        Total assuming conversion             92.5     93.0       91.4
     ================================================================
     Basic and diluted per share amounts:
          Income before extraordinary item $    .17 $    .56  $     .99
          Extraordinary item, net of taxes     (.13)    (.02)        -
     ---------------------------------------------------------------
          Net income                       $    .04 $    .54  $     .99
     ================================================================

     </TABLE>




3.   OTHER INCOME. The 1997 first quarter sale of the company's Martell
     operations, which included a sawmill, particleboard mill and timberlands,
     generated a pretax gain of $128 million.  This sale resulted in an after-
     tax gain of $80 million.

4.   EXTRAORDINARY ITEM.  The Corporation redeemed approximately $400 million
     of its outstanding debt during the first quarter of 1998.  As a result,
     the Corporation recognized an after-tax extraordinary loss of $14
     million.

5.   COMPREHENSIVE INCOME.  In June 1997, the FASB issued SFAS No. 130
     "Reporting Comprehensive Income" which establishes standards for
     reporting and display of comprehensive income and its components.  The
     Corporation adopted SFAS No. 130 in the 1998 first quarter.  Other
     comprehensive income includes primarily currency translation adjustments.
     For the three months ended March 31, 1998 and 1997, the Corporation's
     total comprehensive income was $53 million and $88 million, respectively.

6.   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>

                                               Three months
                                               ended March 31,
                                          ------------------------
     (In millions)                             1998     1997
     ---------------------------------------------------------------
     <S>                                      <C>      <C>

     Total interest costs                     $ 115    $ 123
     Interest capitalized                        (1)      (1)
     ---------------------------------------------------------------
     Interest expense                         $ 114    $ 122
     ================================================================
     Interest paid                            $ 107    $ 112
     ================================================================
     Income taxes (refunded) paid, net        $ (23)   $  (30)
     ================================================================

</TABLE>



     In conjunction with the sale of the Corporation's Martell, California,
     operations in March, 1997, the Corporation received notes receivable from
     the purchaser in the amount of $270 million for the Martell timberlands.
     In April 1997, the Corporation monetized these notes receivable through the
     issuance of notes payable in a private placement.  These proceeds were used
     to reduce the Corporation's debt.  Proceeds from the notes receivable will
     be used to fund payments required for the notes payable, which are
     classified as `Other long-term liabilities'' on the Corporation's balance
     sheets.


<PAGE>    7

7.   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>

                                      March 31,  December 31,
     (In millions)                       1998       1997
     ---------------------------------------------------------------
     <S>                              <C>         <C>
     Raw materials                    $   356     $  396
     Finished goods                       875        878
     Supplies                             295        295
     LIFO reserve                        (209)      (212)
     ---------------------------------------------------------------
     Total inventories                $ 1,317     $1,357
     ============================================================

     </TABLE>



8.   PROVISION FOR INCOME TAXES.  The effective tax rate was 42 percent for
     the three months ended March 31, 1998, and 42 percent for the three
     months ended March 31, 1997. The effective tax rate for the period was
     different than the statutory rates primarily because of nondeductible
     goodwill amortization expense.

9.   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 156 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 47% are
     being investigated, approximately 25% are being remediated and
     approximately 28% are being monitored (an activity that 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 multiparty 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 that 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 $59 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
     reserve 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 the parties' financial condition and probable
     contribution on a per site basis.

     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 is currently defending claims of approximately
     60,242 such plaintiffs and anticipates that additional suits will be filed
     against it over the next several years. The Corporation has insurance
     available in amounts that 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.

     The Corporation has been defending an action in Alabama state court brought
     to recover damages on behalf of a class of all persons currently owning
     structures in the United States on which allegedly defective hardboard
     siding manufactured by the Corporation after January 1, 1980 has been
     installed. On January 9, 1998, the court approved a settlement pursuant to
     which the Corporation will establish a procedure for resolving product
     warranty claims on certain of the Corporation's hardboard siding products,
     and will pay $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. However,
     the volume and timing of actual claims, which under the settlement may be
     filed through August 1998, could cause claims to exceed established
     reserves.

     In May 1997, the Corporation and nine other companies were named as
     defendants in a class action suit 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. Approximately
     45 similar suits have been filed in federal courts in California, Florida,
     Georgia and Wisconsin, and in the state courts of California, Wisconsin and
     Tennessee. On October 15, 1997, the Federal Judicial Panel on Multi-
     District Litigation consolidated all federal court cases in the federal
     district court in Gainesville, Florida. 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.






<PAGE>    8

<TABLE>
<CAPTION>

CONSOLIDATED 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>
1998
NET SALES
Building products              $1,777  55%
Pulp and paper                  1,431  45
Other operations                   13   -
--------------------------------------------------------------------------------
Total net sales                $3,221 100%
===============================================================================
OPERATING PROFITS
Building products              $  168  64%
Pulp and paper                     91  34
Other operations                    6   2
--------------------------------------------------------------------------------
Total operating profits           265 100%
                                      ===
General corporate expense         (34)
Interest expense                 (114)
Provision for income taxes        (49)
--------------------------------------------------------------------------------
Income before extraordinary
  item                             68
Extraordinary item, net of taxes  (14)
--------------------------------------------------------------------------------
Net income                     $   54
===============================================================================

</TABLE>


<PAGE>    9

<TABLE>
<CAPTION>

CONSOLIDATED 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>
1998
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
===============================================================================

</TABLE>





<PAGE>    10
<TABLE>
<CAPTION>

CONSOLIDATED 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)
--------------------------------------------------------------------------------
Income before accounting
  change                           90             27            117
Cumulative effect of an
  accounting change, net
  of taxes                          -              -              -
--------------------------------------------------------------------------------
Net income                     $   90         $   27         $  117
===============================================================================
</TABLE>


<PAGE>    11

<TABLE>
<CAPTION>

CONSOLIDATED 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>
1997
NET SALES
Building products   $ 1,946   58%  $ 5,670   58%  $ 1,816   56%  $ 7,486   57%
Pulp and paper        1,414   42     4,136   42     1,420   44     5,556   43
Other operations         13    -        38    -        14    -        52    -
--------------------------------------------------------------------------------
Total net sales     $ 3,373  100%  $ 9,844  100%  $ 3,250  100%  $13,094  100%
===============================================================================
OPERATING PROFITS
Building products   $   221   70%  $   713   84%  $   (36)(171)% $   677   78%
Pulp and paper           93   29       125   15        49  233       174   20
Other operations          3    1        10    1         8   38        18    2
--------------------------------------------------------------------------------
Total operating
 profits                317  100%      848  100%       21  100%      869  100%
                             ===            ===            ===            ===
General corporate
 expense                (54)          (139)           (30)          (169)
Interest expense       (114)          (355)          (110)          (465)
(Provision) benefit for
 income taxes           (63)          (151)            45           (106)
--------------------------------------------------------------------------------
Income (loss) before accounting
  change                 86            203            (74)           129
Cumulative effect of an
  accounting change, net
  of taxes                -              -            (60)           (60)
--------------------------------------------------------------------------------
Net income (loss)   $    86        $   203        $  (134)       $    69
===============================================================================

</TABLE>




<PAGE>    12



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

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH 1997

The Corporation reported consolidated net sales of approximately $3.2 billion
for the three months ended March 31, 1998 and $3.1 billion for the same period
in 1997.  Net income for the 1998 first quarter was $54 million compared with
$90 million in 1997.

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 $1.8 billion
for both the first three months of 1998 and 1997.  Operating profits were $168
million in 1998 compared with $289 million in 1997.  Return on sales was 9.5
percent and 16.2 percent for the three months ended March 31, 1998 and 1997,
respectively. Profits for this segment include a $128 million pretax gain from
the sale of the Corporation's Martell operations in 1997, discussed in Note 3
above.  Excluding the pretax gain from the sale of the Martell operations,
operating profit in the building products segment would have been $161 million
and the return on sales would have been 9.0 percent.

The improved year-over-year operating profit (excluding the gain on the sale of
the Martell operations) resulted principally from approximately 15 percent
higher Southern sawtimber prices in The Timber Company and a 5 percent increase
in demand for gypsum products that were offset somewhat by 7 percent lower
average prices for lumber and particleboard and higher log costs.

Operating losses for the Corporation's building products distribution division
were $20 million in the first quarter, compared with a loss of $33 million in
the first quarter of 1997.  The distribution division restructuring plan,
finalized in December 1997, is proceeding on schedule.  The plan included
disposing of the division's millwork fabrication facilities nationwide as well
as several distribution centers located in the Western United States.

<TABLE>
<CAPTION>

     SELECTED DISTRIBUTION DIVISION DATA

                                  Three months ended March 31,
     (In millions)                       1998       1997
     ---------------------------------------------------------------
     <S>                              <C>         <C>
     Sales                            $   963     $  983
     Operating loss                       (20)       (33)
     Capital expenditures                   3         13
     Depreciation                          12         11
     ============================================================

</TABLE>


The Corporation's pulp and paper segment reported net sales of $1.4 billion
and operating profits of $91 million in the 1998 first
quarter.  For the same period in 1997, the segment reported net sales of $1.4
billion and operating profits of $20 million.  Return
on sales increased to 6.4 percent in 1998 from 1.5 percent in 1997, primarily
due to an increase in average prices for almost all of
the Corporation's pulp and paper products.  Average containerboard prices for
the quarter were approximately 30 percent above prices
in the same 1997 period, while average communication paper prices for the
quarter were approximately 9 percent above year ago
levels.  Prices for most of the Corporation's pulp and paper products
remained steady over the quarter, although there was some
softening of prices in communication papers in the latter part of the quarter
which is continuing into the second quarter.  Demand
has slowly improved, yet remains below capacity.  Compared with a year ago, the
Corporation has reduced inventories for most pulp
and paper products, incurring downtime in the first quarter when necessary.
 During the first quarter of 1998, the Corporation
incurred market-related downtime at its pulp and paper mills and reduced pulp,
containerboard and communication papers production by
approximately 80,000 tons, 20,000 tons and 15,000 tons, respectively.  During
the second quarter of 1998, the Corporation expects to
take market-related downtime at its pulp and paper mills to reduce pulp,
containerboard and communication papers production by
approximately 40,000 tons, 20,000 tons and 15,000 tons, respectively.  Price
increases have been announced for the second quarter in
most pulp and paper products, except for communication papers.
Interest expense declined 7 percent to $114 million in the 1998 first quarter,
compared with $122 million in the 1997 first quarter.
This decline was due primarily to a lower level of debt resulting from the
application of the proceeds from the sale of Martell
timberlands in April, 1997 to pay down debt.



<PAGE>    13


LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES.  The Corporation generated cash from operations of $247
million for the three months ended March 31, 1998
compared with $118 million a year ago.  The increase is primarily attributable
to higher average prices for many of the
Corporation's pulp and paper products and lower working capital levels.

INVESTING ACTIVITIES.  Capital expenditures for the three months ended
March 31, 1998 were $185 million, which included $74 million
in the pulp and paper segment, $34 million in the building products segment,
$67 million for timber and timberlands and $10 million
of other and general corporate.  The Corporation expects to make capital
expenditures of approximately $750 million in 1998,
excluding the cost of any acquisitions.

During the first quarter of 1998, the Corporation received $32 million of
proceeds from the sale of assets, principally real estate
development properties located in South Carolina and Florida.  During the first
quarter of 1997, the Corporation received proceeds
of $48 million from the sale of assets relating primarily to the sale of its
Martell operations.

In 1998, 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.

The Corporation announced on March 30, 1998 that it has agreed to acquire
CeCorr Inc., the leading independent producer of
corrugated sheets in the United States. In the proposed transaction, the
Corporation will pay approximately $190 million, half in
cash and half in Georgia-Pacific Group stock, for all the outstanding shares
of CeCorr. The transaction also includes the
Corporation's assumption of CeCorr's $86 million debt. Closing, which is
contingent on negotiation and execution of a binding
purchase agreement, normal due diligence reviews and customary regulatory
approvals, is expected to be completed in the second
quarter of 1998. The acquisition includes 11 CeCorr sheet feeder plants,
which manufacture corrugated sheets that are sold to others
for final conversion into corrugated containers. Also included are a
corrugating medium paper mill, and several specialty operations
and support service groups.

FINANCING ACTIVITIES.  The Corporation's total debt was $5.6 billion and $5.5
billion at March 31, 1998 and December 31, 1997,
respectively.  At March 31, 1998 and December 31, 1997, $4.6 billion and $4.5
billion, respectively, of such total debt was Georgia-
Pacific Group's debt and $936 million and $971 million, respectively, was The
Timber Company's debt.

In conjunction with the sale of the Corporation's Martell, California,
operations in March, 1997, the Corporation received notes
receivable from the purchaser in the amount of $270 million for the Martell
timberlands.  In April 1997, the Corporation monetized
these notes receivable through the issuance of notes payable in a private
placement.  These proceeds were used to reduce the
Corporation's debt.  Proceeds from the notes receivable will be used to fund
payments required for the notes payable, which are
classified as "Other long-term liabilities" on the Corporation's balance sheets.

At March 31, 1998, the Corporation had outstanding borrowings of $693 million
under certain Industrial Revenue Bonds.  Approximately
$57 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 sheets.




<PAGE>    14


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 March 31, 1998, $348
million of committed credit was available in excess of
all short-term borrowings outstanding under or supported by the facility.

The Corporation's senior management establishes parameters of the Corporation's
financial risk.  Hedging interest-rate exposure
through the use of swaps and options, and hedging foreign exchange exposure
through the use of forward contracts, are specifically
contemplated to manage risk in keeping with management policy.  Derivative
instruments such as swaps, forwards, option or futures,
which are based directly or indirectly upon interest rates, currencies,
equities and commodities, may be used by the Corporation to
manage and reduce the risk inherent in price, currency and interest rate
fluctuations.  There have been no significant changes to
reported market risk since December 31, 1997.

The Corporation does not utilize derivatives for speculative purposes.
Derivatives are transaction-specific so that a specific debt
instrument, contract, invoice or transaction determines the amount, maturity
and other specifics of the hedge.  Counterparty risk is
limited to institutions with long-term debt ratings of A or better.

At March 31, 1998, the Corporation's weighted average interest rate on its
total debt was 7.3% including the accounts receivable
sale program and outstanding interest rate exchange agreements.  At March 31,
1998, these interest rate exchange agreements
effectively converted $456 million of floating rate obligations with a weighted
average interest rate of 5.7% to fixed rate
obligations with an average effective interest rate of 9.0%.  These agreements
have a weighted average maturity of approximately 1
year.  As of March 31, 1998, the Corporation's total floating rate debt,
including the accounts receivable sale program, exceeded
related interest rate exchange agreements by $1.7 billion.

The Corporation also enters into foreign currency exchange agreements, the
amounts of which were not material to the consolidated
financial position of the Corporation at March 31, 1998.

As of March 31, 1998, 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.


OTHER.  In June,1997, the FASB issued Statement of Financial Accounting
Standards No. 130, `Reporting Comprehensive Income'
("SFAS 130") that establishes standards for reporting and display of
comprehensive income and its components in a full set of
general purpose financial statements.  The Corporation adopted SFAS No. 130 in
the 1998 first quarter.

Also in June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosure about Segments of an Enterprise
and Related Information", ("SFAS 131").  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.

In February 1998, the FASB issued Statement of Financial Accounting Standards
No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits", ("SFAS 132").   This statement requires
additional pension related disclosures.  The objective of
the statement is to provide sufficient information to understand the changes in
benefit obligations or to analyze the quality of
earnings of the Corporation.  SFAS No. 132 requires disclosure of additional
information about the changes in the benefit obligation
and the fair value of plan assets during the period, including unrecognized
gains and losses.  The Corporation will be required to
present this additional information disclosure in the 1998 year end statements.

The Corporation expects to incur significant costs during the next two 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 on and beyond January 1,
2000. The Corporation currently believes that it will be able to modify or
replace its affected systems in time to minimize any
detrimental effects on operations. The incremental costs of the Year 2000
project are estimated to be between $55 million and $145
million. These costs  will be expensed as incurred, unless new software is
purchased that will be capitalized in accordance with the
Corporation's policy. 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 that are not historical facts are
forward-looking statements (as such term is defined under the Private
Securities Litigation Reform Act of 1995) based on current
expectations. The accuracy of such statements is subject to a number of risks,
uncertainties and assumptions. In addition to the
risks, uncertainties 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
Corporation's production capacity continuing to exceed
demand for its pulp an paper products, necessitating market-related downtime;
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
interest rates and currency exchange rates; the
availability and cost of wood fiber; and other risks, uncertainties and
assumptions
discussed in the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, the Corporation's
Registration Statement No. 333-35813 dated November 7, 1997
and the Corporation's Form 8-K dated October 17, 1996.

For a discussion of commitments and contingencies refer to Note 9 of the Notes
to Consolidated Financial Statements.



COMBINED STATEMENTS OF INCOME (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group

<TABLE>
<CAPTION>
                                                         Three months
                                                        ended March 31,
                                                       -----------------
(In millions, except per share amounts)               1998         1997
-----------------------------------------------------------------------
<S>                                                 <C>          <C>
Net sales                                           $3,193       $3,120
-----------------------------------------------------------------------
Costs and expenses
  Cost of sales excluding depreciation and
    cost of timber harvested shown below
     The Timber Company                                 24           13
     Third parties                                   2,475        2,442
-----------------------------------------------------------------------
  Total cost of sales                                2,499        2,455
  Selling, general and
    administrative                                     262          281
  Depreciation and cost of
    timber harvested
     The Timber Company                                 93           99
     Third parties                                     211          216
-----------------------------------------------------------------------
  Total depreciation and cost of
    timber harvested                                   304          315
  Interest                                              96           97
  Other income                                           -          (14)
-----------------------------------------------------------------------
Total costs and expenses                             3,161        3,134
-----------------------------------------------------------------------
Income (loss) before income taxes
  and extraordinary item                                32          (14)

Provision (benefit) for income taxes                    16           (1)
-----------------------------------------------------------------------
Income (loss) before extraordinary item                 16          (13)

Extraordinary item, net of taxes                       (12)           -
-----------------------------------------------------------------------
Net income (loss)                                   $    4       $  (13)
=======================================================================
Basic and diluted per common share:
  Income before extraordinary item                  $   .17
  Extraordinary item, net of taxes                     (.13)
-----------------------------------------------------------------------
  Net income                                        $   .04
=======================================================================
Average number of shares outstanding:
  Basic                                               91.5
  Diluted                                             92.5
=======================================================================
</TABLE>

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


<PAGE>    15

<TABLE>
<CAPTION>

COMBINED STATEMENTS OF CASH FLOWS  (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group
                                                        Three months
                                                       ended March 31,
                                                     ------------------
(In millions)                                          1998        1997
-----------------------------------------------------------------------
<S>                                                    <C>       <C>
Cash flows from operating activities
  Net income (loss)                                    $   4     $ (13)
  Adjustments to reconcile net income (loss) to cash
   provided by operations:
   Depreciation                                          185       193
   Cost of timber harvested                              119       122
   Other income                                            -       (14)
   Deferred income taxes                                  14        (6)
   Amortization of goodwill                               15        15
   Stock compensation programs                             5       (13)
   Gain on sales of assets                                (1)       (4)
   (Increase) decrease in receivables                      3       (64)
   Decrease in inventories                                40        12
   Change in other working capital                      (159)     (110)
   Increase in taxes payable                              47        72
   Change in other assets and other
     long-term liabilities                                16        (5)
-----------------------------------------------------------------------
Cash provided by operations                              288       185
-----------------------------------------------------------------------
Cash flows from investment activities
  Property, plant and equipment investments             (117)     (131)
  Timber and timberlands purchases                      (140)     (126)
  (Increase) decrease in cash restricted for capital
  expenditures                                           (26)       11
  Proceeds from sales of assets                            5        47
  Other                                                   (1)       (2)
-----------------------------------------------------------------------
Cash used for investment activities                     (279)     (201)
-----------------------------------------------------------------------
Cash flows from financing activities
  Additions to long-term debt                             98        68
  Common stock repurchased                               (65)        -
  Cash dividends paid                                    (23)      (23)
  Other                                                    2         4
-----------------------------------------------------------------------
Cash provided by financing activities                     12        49
-----------------------------------------------------------------------
Increase in cash                                          21        33
  Balance at beginning of period                           8        10
-----------------------------------------------------------------------
  Balance at end of period                             $  29     $  43
=======================================================================
</TABLE>

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




<PAGE>    16

<TABLE>
<CAPTION>

COMBINED BALANCE SHEETS
Georgia-Pacific Corporation--Georgia-Pacific Group


                                                     March 31,  December 31,
(In millions)                                          1998         1997
----------------------------------------------------------------------------
   
ASSETS                                              (Unaudited)
<S>                                                  <C>          <C>
Current assets
  Cash                                               $     29     $     8
  Receivables, less allowances of $12 and $13,
  respectively                                          1,366       1,368
  Taxes receivable                                         14          61
  Inventories                                           1,316       1,355
  Deferred income tax assets                               67          67
  Other current assets                                     46          52
----------------------------------------------------------------------------
Total current assets                                    2,838       2,911
----------------------------------------------------------------------------
Timber and timberlands                                     92          71
----------------------------------------------------------------------------
Property, plant and equipment
  Land, buildings, machinery and equipment, at cost    14,086      14,072
  Accumulated depreciation                             (7,881)     (7,795)
----------------------------------------------------------------------------
Property, plant and equipment, net                      6,205       6,277
----------------------------------------------------------------------------
Goodwill                                                1,584       1,599
----------------------------------------------------------------------------
Other assets                                              955         921
----------------------------------------------------------------------------
Total assets                                         $ 11,674     $11,779
============================================================================

</TABLE>



<PAGE>    17

<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                  <C>          <C>
Current liabilities
 Short-term debt                                     $  1,697     $ 1,462
 Accounts payable                                         512         639
 Accrued compensation                                     182         207
 Accrued interest                                          89          83
 Other current liabilities                                287         307
----------------------------------------------------------------------------
Total current liabilities                               2,767       2,698
----------------------------------------------------------------------------
Long-term debt, excluding current portion               2,927       3,057
----------------------------------------------------------------------------
Other long-term liabilities                             1,559       1,542
----------------------------------------------------------------------------
Deferred income tax liabilities                           973         959
----------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity                                    3,448       3,523
----------------------------------------------------------------------------
Total liabilities and shareholders' equity           $ 11,674     $11,779
============================================================================
</TABLE>

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



NOTES TO COMBINED FINANCIAL STATEMENTS (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group
MARCH 31, 1998

1.   PRINCIPLES OF PRESENTATION.  The combined financial statements include the
     accounts of Georgia-Pacific Group and
     subsidiaries.  All significant intercompany balances and transactions are
     eliminated in consolidation.  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 Georgia-Pacific
     Group'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 1997 amounts have been reclassified to
     conform with the 1998 presentation.  The Georgia-Pacific
     Group's combined financial statements should be read in conjunction with
     the Corporation's consolidated financial statements
     and The Timber Company's combined financial statements.

2.   EARNINGS  PER SHARE. The Corporation's common stock was redesignated in
     December 1997 to reflect separately the performance
     of the Corporation's pulp, paper and building products businesses, which
     are now known as Georgia-Pacific Group.  A separate
     class of common stock was distributed to reflect the performance of the
     Corporation's timber operating group, which is now
     known as The Timber Company.  Basic earnings per share is computed based
     on net income and the weighted average number of
     common shares outstanding. Diluted earnings per share reflect the annual
     issuance of common shares under long-term incentive
     stock option and stock purchase plans.  The computation of diluted
     earnings per share does not assume conversion or exercise
     of securities that would have an antidilutive effect on earnings per share.

     In February 1997, the FASB issued SFAS No. 128, which specifies the
     computation, presentation and disclosure requirements for
     earnings per share.  Georgia-Pacific Group adopted SFAS No. 128 in the
     1997 fourth quarter.


     <TABLE>
     <CAPTION>

                                       Three months
                                      ended March 31,
                                   ---------------------
     (In millions, except per share amounts)1998
     ---------------------------------------------------------------
     <S>                                   <C>

     Basic and diluted income available to
       shareholders (numerator):
          Income before extraordinary item $  16
          Extraordinary item, net of taxes   (12)
     ---------------------------------------------------------------
          Net income                       $   4
     ================================================================
     Shares (denominator):
        Average shares outstanding            91.5
        Dilutive securities:
          Incentive plans and option plans      .9
          Employee stock purchase plans         .1
     ---------------------------------------------------------------
        Total assuming conversion             92.5
     ================================================================
     Basic and diluted per share amounts:
          Income before extraordinary item $    .17
          Extraordinary item, net of taxes     (.13)
     ---------------------------------------------------------------
          Net income                       $    .04
     ================================================================

     </TABLE>





3.   OTHER INCOME. The 1997 first quarter sale of the Corporation's Martell
     operations, which included a sawmill, particleboard mill and timberlands,
     generated a pretax gain of $128.  Of this amount, a pretax gain of $14
     million ($9 million after taxes) was recorded in Georgia-Pacific Group's
     building products segment for the sale of the sawmill and particleboard
     plant.

4.   EXTRAORDINARY ITEM.  Georgia-Pacific Corporation called approximately
     $400 million of its outstanding debt during the 1998 first quarter.  As a
     result, an after-tax extraordinary charge of $12 million (13 cents per
     share) was allocated to the Georgia-Pacific Group based on the ratio of
     the Georgia-Pacific Group's debt to the Corporation's total debt.

5.   COMPREHENSIVE INCOME.  In June 1997, the FASB issued SFAS No. 130
     "Reporting Comprehensive Income" which establishes standards for
     reporting and display of comprehensive income and its components.  The
     Georgia-Pacific Group adopted SFAS No. 130 in the 1998 first quarter.
     Other comprehensive income includes primarily currency translation
     adjustments.  For the three months ended March 31, 1998, the Georgia-
     Pacific Group's total comprehensive income was $3 million, compared to a
     loss of $15 million for the same period last year.

6.   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>

                                               Three months
                                               ended March 31,
                                          ------------------------
     (In millions)                             1998     1997
     ---------------------------------------------------------------
     <S>                                      <C>      <C>

     Total interest costs                     $ 115    $ 123
     Interest capitalized                        (1)      (1)
     ---------------------------------------------------------------
     Interest expense                         $ 114    $ 122
     ================================================================
     Interest paid by the Corporation         $ 107    $ 112
     ================================================================
     Income taxes (refunded) paid by the
        Corporation, net                      $ (23)   $  (30)
     ================================================================
     Portion of interest paid charged
        to the Georgia-Pacific Group          $  89    $  87
     ================================================================
     Portion of income taxes (refunded) paid
        charged to the Georgia-Pacific Group  $  (9)   $ (7)
     ================================================================

</TABLE>



<PAGE>    19


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

     <TABLE>
     <CAPTION>

                                      March 31,  December 31,
     (In millions)                       1998       1997
     ---------------------------------------------------------------
     <S>                              <C>         <C>
     Raw materials                    $   356     $  396
     Finished goods                       875        878
     Supplies                             294        293
     LIFO reserve                        (209)      (212)
     ---------------------------------------------------------------
     Total inventories                $ 1,316     $1,355
     ============================================================

     </TABLE>



8.   PROVISION FOR INCOME TAXES.  The effective tax rates for the periods were
     different than the statutory rates primarily because of nondeductible
     goodwill amortization expense.

9.   COMMITMENTS AND CONTINGENCIES. The Georgia-Pacific Group is subject to
     various legal proceedings and claims that arise in the ordinary course of
     its business. As is the case with other companies in similar industries,
     the Georgia-Pacific Group faces exposure from actual or potential claims
     and legal proceedings involving environmental matters. Liability insurance
     in effect during the last several years provides very limited coverage for
     environmental matters.

     The following sets forth legal proceedings and claims arising out of the
     operations of the Georgia-Pacific Group to which the Corporation is a
     party. The holders of Georgia-Pacific Group stock are shareholders of the
     Corporation and are subject to all of the risks associated with an
     investment in the Corporation, including any legal proceedings and claims
     involving The Timber Company.

     The Corporation is involved in environmental remediation activities at
     approximately 156 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 47% are
     being investigated, approximately 25% are being remediated and
     approximately 28% are being monitored (an activity that 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 multiparty 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 that 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 $59 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
     reserve 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 the parties' financial condition and probable
     contribution on a per site basis.

     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 is currently defending claims of approximately
     60,242 such plaintiffs and anticipates that additional suits will be filed
     against it over the next several years. The Corporation has insurance
     available in amounts that 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.

     The Corporation has been defending an action in Alabama state court brought
     to recover damages on behalf of a class of all persons currently owning
     structures in the United States on which allegedly defective hardboard
     siding manufactured by the Corporation after January 1, 1980 has been
     installed. On January 9, 1998, the court approved a settlement pursuant to
     which the Corporation will establish a procedure for resolving product
     warranty claims on certain of the Corporation's hardboard siding products,
     and will pay $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. However,
     the volume and timing of actual claims, which under the settlement may be
     filed through August 1998, could cause claims to exceed established
     reserves.
     In May 1997, the Corporation and nine other companies were named as
     defendants in a class action suit 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. Approximately
     45 similar suits have been filed in federal courts in California, Florida,
     Georgia and Wisconsin, and in the state courts of California, Wisconsin and
     Tennessee. On October 15, 1997, the Federal Judicial Panel on Multi-
     District Litigation consolidated all federal court cases in the federal
     district court in Gainesville, Florida. 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.





<PAGE>    20
<TABLE>
<CAPTION>

COMBINED SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group


(Dollar amounts, except                             Second Quarter
per share, in millions)          First              --------------
                                 Quarter        Quarter      Year-to-date
--------------------------------------------------------------------------------
<S>                               <C>
1998
NET SALES
Building products              $1,753  55%
Pulp and paper                  1,431  45
Other operations                    9   -
--------------------------------------------------------------------------------
Total net sales                $3,193 100%
===============================================================================
OPERATING PROFITS
Building products              $   66  41%
Pulp and paper                     91  56
Other operations                    5   3
--------------------------------------------------------------------------------
Total operating profits           162 100%
                                      ===
General corporate expense         (34)
Interest expense                  (96)
Provision for income taxes        (16)
--------------------------------------------------------------------------------
Income before extraordinary item   16
Extraordinary item, net of taxes  (12)
--------------------------------------------------------------------------------
Net income                     $    4
===============================================================================

</TABLE>


<PAGE>    21

<TABLE>
<CAPTION>

COMBINED SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group


(Dollar amounts,            Third Quarter                 Fourth Quarter
 except per share,     ------------------------      ------------------------
 in millions)          Quarter     Year-to-date      Quarter     Year-to-date
--------------------------------------------------------------------------------
<S>                    <C>         <C>               <C>         <C>
1998
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
===============================================================================

</TABLE>





<PAGE>    22
<TABLE>
<CAPTION>

COMBINED SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group


(Dollar amounts, except                             Second Quarter
per share, in millions)          First              --------------
                                 Quarter        Quarter      Year-to-date
--------------------------------------------------------------------------------
<S>                               <C>            <C>            <C>
1997
NET SALES
Building products              $1,760  57%    $1,918  58%    $3,678  57%
Pulp and paper                  1,351  43      1,371  42      2,722  43
Other operations                    9   -          8   -         17   -
--------------------------------------------------------------------------------
Total net sales                $3,120 100%    $3,297 100%    $6,417 100%
===============================================================================
OPERATING PROFITS
Building products              $   95  80%    $  122  90%    $  217  85%
Pulp and paper                     20  17         12   9         32  13
Other operations                    4   3          1   1          5   2
--------------------------------------------------------------------------------
Total operating profits           119 100%       135 100%       254 100%
                                      ===            ===            ===
General corporate expense         (36)           (46)           (82)
Interest expense                  (97)           (99)          (196)
Benefit for income taxes            1              -              1
--------------------------------------------------------------------------------
Net loss                       $  (13)        $  (10)        $  (23)
===============================================================================
</TABLE>


<PAGE>    23

<TABLE>
<CAPTION>

COMBINED SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (Unaudited)
Georgia-Pacific Corporation--Georgia-Pacific Group



(Dollar amounts,            Third Quarter                 Fourth Quarter
 except per share,     ------------------------      ------------------------
 in millions)          Quarter     Year-to-date      Quarter     Year-to-date
--------------------------------------------------------------------------------
<S>                     <C>            <C>            <C>            <C>
1997
NET SALES
Building products   $ 1,906   57%  $ 5,584   57%  $ 1,791   56%  $ 7,375   57%
Pulp and paper        1,414   43     4,136   43     1,420   44     5,556   43
Other operations         10    -        27    -        10    -        37    -
--------------------------------------------------------------------------------
Total net sales     $ 3,330  100%  $ 9,747  100%  $ 3,221  100%  $12,968  100%
===============================================================================
OPERATING PROFITS
Building products   $   127   57%  $   344   72%  $  (106) 212%  $   238   56%
Pulp and paper           93   42       125   26        49  (98)      174   41
Other operations          3    1         8    2         7  (14)       15    3
--------------------------------------------------------------------------------
Total operating
 profits                223  100%      477  100%      (50) 100%      427  100%
                             ===            ===            ===            ===
General corporate
 expense                (54)          (136)           (28)          (164)
Interest expense        (95)          (291)           (90)          (381)
(Provision) benefit for
 income taxes           (33)           (32)            64             32
--------------------------------------------------------------------------------
Income (loss) before accounting
  change                 41             18           (104)           (86)
Cumulative effect of an
  accounting change, net
  of taxes                -              -            (60)           (60)
--------------------------------------------------------------------------------
Net income (loss)   $    41        $    18        $  (164)       $  (146)
===============================================================================

</TABLE>




<PAGE>    24



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

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH 1997

Georgia-Pacific Group reported net sales of approximately $3.2 billion for the
three months ended March 31, 1998 and $3.1 billion for the same period in 1997.
Net income for the 1998 first quarter was $4 million compared with a net loss of
$13 million in 1997.

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

Georgia-Pacific Group's building products segment reported net sales of $1.8
billion for both the first three months of 1998 and 1997.  Operating profits
decreased in 1998 to $66 million compared with $95 million in 1997.  Return on
sales was 3.8 percent and 5.4 percent for the three months ended March 31, 1998
and 1997, respectively. Profits for this segment include a $14 million pretax
gain from the sale of the Georgia-Pacific Group's Martell operations in 1997,
discussed in Note 3 above.  Excluding the pretax gain from the sale of the
Martell operations, first quarter 1997 operating profit in the building products
segment would have been $81 million and the return on sales would have been 4.6
percent.

The decrease in year-over-year operating profit for the building products
segment was primarily due to higher log costs and approximately 7 percent lower
average prices for lumber and particleboard, offset somewhat by a 5 percent
increase in demand for gypsum products.

Operating losses for the Georgia-Pacific Group's building products distribution
division were $20 million in the first quarter, compared with a loss of $33
million in the first quarter of 1997.  The distribution division restructuring
plan, finalized in December 1997, is proceeding on schedule.  The plan included
disposing of the division's millwork fabrication facilities nationwide as well
as several distribution centers located in the Western United States.

<PAGE>    25

<TABLE>
<CAPTION>

     SELECTED DISTRIBUTION DIVISION DATA

                                  Three months ended March 31,
     (In millions)                       1998       1997
     ---------------------------------------------------------------
     <S>                              <C>         <C>
     Sales                            $   963     $  983
     Operating loss                       (20)       (33)
     Capital expenditures                   3         13
     Depreciation                          12         11
     ============================================================

     </TABLE>


The Georgia-Pacific Group's pulp and paper segment reported net sales of $1.4
billion and operating profits of $91 million in the
1998 first quarter.  For the same period in 1997, the segment reported net
sales of $1.4 billion and operating profits of $20
million.  Return on sales increased to 6.4 percent in 1998 from 1.5 percent in
1997, primarily due to an increase in average prices
for almost all of the Georgia-Pacific Group's pulp and paper products.  Average
containerboard prices for the quarter were
approximately 30 percent above prices in the same 1997 period, while average
communication paper prices for the quarter were
approximately 9 percent above year ago levels.  Prices for most of the
Georgia-Pacific Group's pulp and paper products remained
steady over the quarter, although there was some softening of prices in
communication papers in the latter part of the quarter which
is continuing into the second quarter.  Demand has slowly improved, yet remains
below capacity.  Compared with a year ago, the
Georgia-Pacific Group has reduced inventories for most pulp and paper products,
incurring downtime in the first quarter when
necessary.  During the first quarter of 1998, the Georgia-Pacific Group
incurred market-related downtime at its pulp and paper mills
and reduced pulp, containerboard and communication papers production by
approximately 80,000 tons, 20,000 tons and 15,000 tons,
respectively.  During the second quarter of 1998, the Georgia-Pacific Group
expects to take market-related downtime at its pulp and
paper mills to reduce pulp, containerboard and communication papers production
by approximately 40,000 tons, 20,000 tons and 15,000
tons, respectively.  Price increases have been announced for the second
quarter in most pulp and paper products, except for
communication papers.



LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES.  The Georgia-Pacific Group generated cash from operations
of $288 million for the three months ended March 31,
1998 compared with $185 million a year ago.  The increase is primarily
attributable to higher average prices for many of the
Georgia-Pacific Group's pulp and paper products and lower working capital
levels.

INVESTING ACTIVITIES.  Capital expenditures for the three months ended
March 31, 1998 were $257 million, which included $74 million
in the pulp and paper segment, $33 million in the building products segment,
$140 million for timber and timberlands and $10 million
of other and general corporate.  The Georgia-Pacific Group expects to make
capital expenditures of approximately $750 million in
1998, excluding the cost of any acquisitions.

During the first quarter of 1998, the Georgia-Pacific Group received $5 million
of proceeds from the sales of assets.  During the
first quarter of 1997, the Georgia-Pacific Group received proceeds from the
sale of assets of $47 million relating principally to
the sale of its Martell operations.

In 1998, 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.

The Corporation announced on March 30, 1998 that it has agreed to acquire
CeCorr Inc., the leading independent producer of
corrugated sheets in the United States. In the proposed transaction, the
Corporation will pay approximately $190 million, half in
cash and half in Georgia-Pacific Group stock, for all the outstanding shares of
CeCorr. The transaction also includes the
Corporation's assumption of CeCorr's $86 million debt. Closing, which is
contingent on negotiation and execution of a binding
purchase agreement, normal due diligence reviews and customary regulatory
approvals, is expected to be completed in the second
quarter of 1998. The acquisition includes 11 CeCorr sheet feeder plants, which
manufacture corrugated sheets that are sold to others
for final conversion into corrugated containers. Also included are a
corrugating medium paper mill, and several specialty operations
and support service groups.

FINANCING ACTIVITIES.  The Corporation's total debt was $5.6 billion and $5.5
billion at March 31, 1998 and December 31, 1997,
respectively.  At March 31, 1998 and December 31, 1997, $4.6 billion and $4.5
billion, respectively, of such total debt was Georgia-
Pacific Group's debt and $936 million and $971 million, respectively, was The
Timber Company's debt.

At March 31, 1998, the Corporation had outstanding borrowings of $693 million
under certain Industrial Revenue Bonds.  Approximately
$57 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 sheets.



<PAGE>    26


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 March 31, 1998, $34
million of committed credit was available in excess of
all short-term borrowings outstanding under or supported by the facility.

The Corporation's senior management establishes parameters of the Corporation's
financial risk.  Hedging interest-rate exposure
through the use of swaps and options, and hedging foreign exchange exposure
through the use of forward contracts, are specifically
contemplated to manage risk in keeping with management policy.  Derivative
instruments such as swaps, forwards, option or
futures, which are based directly or indirectly upon interest rates,
currencies, equities and commodities, may be used by the Corporation to
manage and reduce the risk inherent in price, currency and interest rate
fluctuations. There have been no significant changes to
reported market risk since December 31, 1997.

The Corporation does not utilize derivatives for speculative purposes.
Derivatives are transaction-specific so that a specific debt
instrument, contract, invoice or transaction determines the amount, maturity
and other specifics of the hedge.  Counterparty risk is
limited to institutions with long-term debt ratings of A or better.

At March 31, 1998, the Corporation's weighted average interest rate on its
total debt was 7.3% including the accounts receivable
sale program and outstanding interest rate exchange agreements.  At March 31,
1998, these interest rate exchange agreements
effectively converted $456 million of floating rate obligations with a weighted
average interest rate of 5.7% to fixed rate
obligations with an average effective interest rate of 9.0%.  These agreements
have a weighted average maturity of approximately 1
year.  As of March 31, 1998, the Corporation's total floating rate debt,
including the accounts receivable sale program, exceeded
related interest rate exchange agreements by $1.7 billion.

The Corporation also enters into foreign currency exchange agreements, the
amounts of which were not material to the consolidated
financial position of the Corporation at March 31, 1998.

As of March 31, 1998, 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.

OTHER.  In June 1997, the FASB issued SFAS No. 130 that establishes standards
for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements.  The
Corporation adopted SFAS No. 130 in the 1998 first quarter.

Also in June 1997, the FASB issued SFAS No. 131 which 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 No. 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.

In February 1998, the FASB issued SFAS No. 132 which requires additional
pension related disclosures.  The objective of the
statement is to provide sufficient information to understand the changes in
benefit obligations or to analyze the quality of
earnings of the Corporation.  SFAS No. 132 requires disclosure of additional
information about the changes in the benefit obligation
and the fair value of plan assets during the period, including unrecognized
gains and losses.  The Corporation will be required to
present this additional disclosure in the 1998 year end statements.

Georgia-Pacific Group expects to incur significant costs during the next two
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 on and beyond January 1,
2000. The Georgia-Pacific Group currently believes that it will be able to
modify or replace its affected systems in time to
minimize any detrimental effects on operations. The incremental costs of the
Year 2000 project are estimated to be between $55
million and $145 million. These costs  will be expensed as incurred, unless new
 software is purchased that will be capitalized in
accordance with the Georgia-Pacific Group's policy. Such costs may be material
to the Group'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 Georgia-Pacific Group.

REFER TO THE "CAUTIONARY STATEMENT FOR PURPOSES OF THE `SAFE HARBOR'
PROVISIONS OF THE  PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995" ON PAGE 14 OF THIS FORM 10-Q.

For a discussion of commitments and contingencies refer to Note 9 of the Notes
to Combined Financial Statements.


<TABLE>
<CAPTION>

COMBINED STATEMENTS OF INCOME (Unaudited)
Georgia-Pacific Corporation--The Timber Company


                                                         Three months
                                                        ended March 31,
                                                       -----------------
(In millions, except per share amounts)               1998         1997
-----------------------------------------------------------------------
<S>                                                 <C>          <C>
Net sales
  Timber-Georgia-Pacific Group                      $  117       $  112
  Timber-third parties
     Delivered                                           7           17
     Stumpage                                           17            4
  Other                                                  4            4
-----------------------------------------------------------------------
Total net sales                                        145          137
-----------------------------------------------------------------------
Costs and expenses
  Cost of sales, excluding depreciation and
    cost of timber harvested shown below                19           34
  Selling, general and
    administrative                                       9           10
  Depreciation and cost of
    timber harvested                                    14           14
  Interest                                              18           25
  Other income                                           -         (114)
-----------------------------------------------------------------------
Total costs and expenses                                60          (31)
-----------------------------------------------------------------------
Income before income taxes and
  extraordinary item                                    85          168

Provision for income taxes                              33           65
-----------------------------------------------------------------------
Income before extraordinary item                        52          103
Extraordinary item, net of taxes                        (2)           -
-----------------------------------------------------------------------
Net income                                          $   50       $  103
=======================================================================
Basic and diluted per share:
  Income before extraordinary item                  $   .56
  Extraordinary item, net of taxes                     (.02)
-----------------------------------------------------------------------
  Net income                                        $   .54
=======================================================================
Average number of shares outstanding:
  Basic                                               92.3
  Diluted                                             93.0
=======================================================================
</TABLE>

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



<PAGE>    27

<TABLE>
<CAPTION>

COMBINED STATEMENTS OF CASH FLOWS  (Unaudited)
Georgia-Pacific Corporation--The Timber Company
                                                        Three months
                                                       ended March 31,
                                                     ------------------
(In millions)                                          1998        1997
-----------------------------------------------------------------------
<S>                                                    <C>       <C>
Cash flows from operations
  Net income                                           $  50     $ 103
  Adjustments to reconcile net income to cash
   provided by operations:
   Depreciation                                            1         1
   Cost of timber harvested                               13        13
   Other income                                            -      (114)
   Deferred income taxes                                   1        28
   Gain on sales of assets                                (8)       (1)
   Change in other assets and other
     long-term liabilities                                (5)        2
-----------------------------------------------------------------------
Cash provided by operations                               52        32
-----------------------------------------------------------------------
Cash flows from investment activities
  Property, plant and equipment investments               (1)        -
  Timber and timberlands purchases                       (20)       (9)
  Proceeds from sales of assets                           27         1
  Other                                                    -         -
-----------------------------------------------------------------------
Cash provided by (used for) investment activities          6        (8)
-----------------------------------------------------------------------
Cash flows from financing activities
  Repayments of long-term debt                           (35)       (1)
  Cash dividends paid                                    (23)      (23)
-----------------------------------------------------------------------
Cash used for financing activities                       (58)      (24)
-----------------------------------------------------------------------
Increase in cash                                           -         -
  Balance at beginning of period                           -         -
-----------------------------------------------------------------------
  Balance at end of period                             $   -     $   -
=======================================================================

</TABLE>

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




<PAGE>    28

<TABLE>
<CAPTION>

COMBINED BALANCE SHEETS
Georgia-Pacific Corporation--The Timber Company


                                                     March 31,  December 31,
(In millions)                                          1998         1997
----------------------------------------------------------------------------
ASSETS                                              (Unaudited)
<S>                                                  <C>         <C>
Timber and timberlands
  Timberlands                                        $    302     $   302
  Fee timber                                              603         608
  Reforestation                                           189         182
  Other                                                    32          30
----------------------------------------------------------------------------
Total timber and timberlands                            1,126       1,122
----------------------------------------------------------------------------
Machinery and equipment, less accumulated
  depreciation of $44 and $42, respectively                19          20
----------------------------------------------------------------------------
Investment in real estate held for
  development and sale                                     13          22
----------------------------------------------------------------------------
Other assets                                               14           7
----------------------------------------------------------------------------
Total assets                                         $  1,172     $ 1,171
============================================================================

</TABLE>


<PAGE>    29

<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                  <C>          <C>
Debt                                                 $    936     $   971
----------------------------------------------------------------------------
Other liabilities                                          17           9
----------------------------------------------------------------------------
Deferred income tax liabilities                           241         240
----------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity                                      (22)        (49)
----------------------------------------------------------------------------
Total liabilities and shareholders' equity           $  1,172     $ 1,171
============================================================================
</TABLE>

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






<PAGE>    30


NOTES TO COMBINED FINANCIAL STATEMENTS (Unaudited)
GEORGIA-PACIFIC CORPORATION--THE TIMBER COMPANY
MARCH 31, 1998

1.   PRINCIPLES OF PRESENTATION.  The combined financial statements include
     the accounts of The Timber Company and subsidiaries.
     All significant intercompany balances and transactions are eliminated in
     consolidation.  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 Timber Company'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.  The Timber Company's combined financial statements should be read
     in conjunction with the Corporation's consolidated
     financial statements and Georgia-Pacific Group's combined financial
     statements.

2.   EARNINGS  PER SHARE. The Corporation's common stock was redesignated in
     December 1997 to reflect separately the performance
     of the Corporation's pulp, paper and building products businesses, which
     are now known as Georgia-Pacific Group.  A separate
     class of common stock was distributed to reflect the performance of the
     Corporation's timber operating group, which is now
     known as The Timber Company.  Basic earnings per share is computed based
     on net income and the weighted average number of
     common shares outstanding. Diluted earnings per share reflect the annual
     issuance of common shares under long-term incentive
     stock option and stock purchase plans.  The computation of diluted
     earnings per share does not assume conversion or exercise
     of securities that would have an antidilutive effect on earnings per share.

     In February 1997, the FASB issued SFAS No. 128, which specifies the
     computation, presentation and disclosure requirements for
     earnings per share.  The Timber Company adopted SFAS No. 128 in the 1997
     fourth quarter.

     <TABLE>
     <CAPTION>

                                                 Three months
                                               ended March 31,
                                            ---------------------
     (In millions, except per share amounts)        1998
     ---------------------------------------------------------------
     <S>                                            <C>

     Basic and diluted income available to
       shareholders (numerator):
          Income before extraordinary item          $  52
          Extraordinary item, net of taxes             (2)
     ---------------------------------------------------------------
          Net income                                $  50
     ================================================================
     Shares (denominator):
        Average shares outstanding                     92.3
        Dilutive securities:
          Incentive plans and option plans               .7
          Employee stock purchase plans                 -
     ---------------------------------------------------------------
        Total assuming conversion                      93.0
     ================================================================
     Basic and diluted per share amounts:
          Income before extraordinary item          $    .56
          Extraordinary item, net of taxes              (.02)
     ---------------------------------------------------------------
          Net income                                $    .54
     ================================================================

     </TABLE>



3.   OTHER INCOME. The 1997 first quarter sale of the Corporation's
     timberlands located near Martell, California, generated a pretax gain of
     $114 million ($71 million after-tax) for The Timber Company.

4.   EXTRAORDINARY ITEM.  Georgia-Pacific Corporation called approximately
     $400 million of its outstanding debt during the 1998 first quarter.  As a
     result, an after-tax extraordinary charge of $2 million (two cents per
     share) was allocated to The Timber Company based on the ratio of The
     Timber Company's debt to the Corporation's total debt.



<PAGE>    31


5.   COMPREHENSIVE INCOME.  In June 1997, the FASB issued SFAS No. 130
     "Reporting Comprehensive Income" which establishes standards for
     reporting and display of comprehensive income and its components.  The
     Timber Company adopted SFAS No. 130 in the 1998 first quarter. For the
     three months ended March 31, 1998 and 1997, the Corporation's total
     comprehensive income was $50 million and $103 million, respectively.

6.   SUPPLEMENTAL DISCLOSURES - STATEMENTS OF CASH FLOWS. In conjunction with
     the sale of the Corporation's Martell, California, operations in March,
     1997, the Corporation received notes receivable from the purchaser in the
     amount of $270 million for the timberlands of The Timber Company.  In April
     1997, the Corporation monetized these notes receivable through the issuance
     of notes payable in a private placement.  These proceeds were used to
     reduce The Timber Company's debt.  Proceeds from the notes receivable will
     be used to fund payments required for the notes payable, which are
     classified as `Other long-term liabilities'' on the Corporation's balance
     sheets.

7.   PROVISION FOR INCOME TAXES.  The effective tax rate was 39 percent for
     both the three months ended March 31, 1998 and 1997.

8.   COMMITMENTS AND CONTINGENCIES. The Corporation is a party to various legal
     proceedings incidental to the businesses of the Georgia-Pacific Group and
     The Timber Company 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 very limited coverage for
     environmental matters. The management of The Timber Company believes that
     the Corporation has established adequate reserves for probable losses with
     respect to such environmental matters and legal proceedings. However,
     holders of The Timber Company stock are shareholders of the Corporation and
     are subject to all of the risks associated with an investment in the
     Corporation, including the environmental matters and legal proceedings
     involving the Georgia-Pacific Group discussed below.

     COMMITMENTS AND CONTINGENCIES WITH RESPECT TO THE TIMBER COMPANY.  The
     Timber Company is subject to various legal proceedings and claims that
     arise in the ordinary course of its business. Although the ultimate outcome
     of these matters and legal proceedings cannot be determined with certainty,
     based on presently available information, management of the Corporation
     believes that the final outcome of such matters and legal proceedings could
     be material to the operating results of The Timber Company in any given
     quarter or year, but will not have a material adverse effect on the long-
     term results of operations, liquidity or financial position of The Timber
     Company.

     COMMITMENTS AND CONTINGENCIES WITH RESPECT TO GEORGIA-PACIFIC GROUP.  The
     following sets forth legal proceedings to which the Corporation is a party
     and claims related to the operations of the Georgia-Pacific Group.
     The Corporation is involved in environmental remediation activities at
     approximately 156 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 47% are
     being investigated, approximately 25% are being remediated and
     approximately 28% are being monitored (an activity that 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 multiparty 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 that 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 $59 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
     reserve 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 the parties' financial condition and probable
     contribution on a per site basis.

     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 is currently defending claims of approximately
     60,242 such plaintiffs and anticipates that additional suits will be filed
     against it over the next several years. The Corporation has insurance
     available in amounts that 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.
     The Corporation has been defending an action in Alabama state court brought
     to recover damages on behalf of a class of all persons currently owning
     structures in the United States on which allegedly defective hardboard
     siding manufactured by the Corporation after January 1, 1980 has been
     installed. On January 9, 1998, the court approved a settlement pursuant to
     which the Corporation will establish a procedure for resolving product
     warranty claims on certain of the Corporation's hardboard siding products,
     and will pay $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. However,
     the volume and timing of actual claims, which under the settlement may be
     filed through August 1998, could cause claims to exceed established
     reserves.

     In May 1997, the Corporation and nine other companies were named as
     defendants in a class action suit 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. Approximately
     45 similar suits have been filed in federal courts in California, Florida,
     Georgia and Wisconsin, and in the state courts of California, Wisconsin and
     Tennessee. On October 15, 1997, the Federal Judicial Panel on Multi-
     District Litigation consolidated all federal court cases in the federal
     district court in Gainesville, Florida. 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.




<PAGE>    32




<TABLE>
<CAPTION>

SELECTED COMBINED SALES DATA (Unaudited)
Georgia-Pacific Corporation--The Timber Company


                                  1998               1997
                             --------------     --------------
                              First Quarter     First Quarter
--------------------------------------------------------------------------------
<S>                               <C>
1998
NET SALES (in millions)
Southern softwood sawtimber    $   94              $  78
Western softwood sawtimber         22                 22
Softwood pulpwood                  17                 21
Hardwood sawtimber                  2                  5
Hardwood pulpwood                   6                  7
Other                               4                  4
--------------------------------------------------------------------------------

Total net sales                $  145              $ 137
===============================================================================
VOLUME (in thousand tons)
Southern softwood sawtimber     1,815               1,722
Western softwood sawtimber        301                299
Softwood pulpwood               1,135               1,314
Hardwood sawtimber                 67                113
Hardwood pulpwood                 482                672
--------------------------------------------------------------------------------
Total volume                    3,800               4,120
===============================================================================
SELLING PRICES (per ton)
Southern softwood sawtimber    $   52              $  45
Western softwood sawtimber         71                 75
Softwood pulpwood                  15                 16
Hardwood sawtimber                 36                 46
Hardwood pulpwood                  12                 11
--------------------------------------------------------------------------------
Weighted average price         $   37              $  32
===============================================================================

</TABLE>


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

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH 1997

The Timber Company reported net sales of approximately $145 million for the
three months ended March 31, 1998 and $137 million for the same period in 1997.
Net income for the 1998 first quarter was $50 million compared with $103 million
in 1997.  The 1998 results include an net after-tax extraordinary charge of $2
million for the early retirement of debt.  The 1997 results included a net
after-tax gain of $71 million from the sale of 127,000 acres of timberlands
located near Martell, California.

Excluding the gain on the Martell sale, earnings before interest and taxes
increased $24 million to $103 million in the first quarter of 1998, compared
with $79 million in the first quarter of 1997.  The increase is primarily the
result of  higher spot prices in the open market due to wet weather, accelerated
outside sales of sawtimber and a year-over-year increase of approximately 15
percent in Southern sawtimber prices.   Additionally, though total harvest
volumes were down approximately 7 percent  in the first quarter of 1998 over
first quarter last year, Southern softwood sawtimber harvests were approximately
5 percent higher.  Western volumes remained essentially unchanged from last
year's first quarter and Douglas fir prices were down 5 percent.

Interest expense declined 28 percent to $18 million in the 1997 first quarter,
compared with $25 million in the 1998 first quarter.  This decline was due
primarily to a lower level of debt resulting from the application of the
proceeds from the sale of Martell timberlands in April, 1997 to pay down debt.


LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES.  The Timber Company generated cash from operations of $52
million for the three months ended March 31, 1998 compared with $32 million a
year ago.

INVESTING ACTIVITIES.  Capital expenditures for the three months ended March 31,
1998 were $21 million, which included $20 million for timber and timberlands and
$1 million for machinery and equipment.  The Timber Company expects to invest
approximately $50 million in 1998 without considering the cost of any
acquisitions.

During the first quarter of 1998, The Timber Company received $27 million in
proceeds from the sale of assets, principally real estate development properties
located in South Carolina and Florida.  These proceeds were used to repay
outstanding debt.

In 1998, The Timber Company 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.

On March 31, 1997, the Corporation completed the sale of its Martell,
California, timberlands to Sierra Pacific Industries for $270 million.  The
proceeds were used to repay outstanding debt.  (See further discussion in
Financing Activities below.)

FINANCING ACTIVITIES. After the payment of dividends of $23 million in the first
quarter of 1998, the remaining cash flow of $35 million in the first quarter of
1998 was applied to reduce The Timber Company's debt.

The Corporation's total debt was $5.6 billion and $5.5 billion at March 31, 1998
and December 31, 1997, respectively.  At March 31, 1998 and December 31, 1997,
$4.6 billion and $4.5 billion, respectively, of such total debt was Georgia-
Pacific Group's debt and $936 million and $971 million, respectively, was The
Timber Company's debt.

In conjunction with the sale of the Corporation's Martell, California,
operations in March, 1997, the Corporation received notes receivable from the
purchaser in the amount of $270 million for the timberlands of The Timber
Company.  In April 1997, the Corporation monetized these notes receivable
through the issuance of notes payable in a private placement.  These proceeds
were used to reduce The Timber Company's debt.  Proceeds from the notes
receivable will be used to fund payments required for the notes payable, which
are classified as `Other long-term liabilities'' on the Corporation's balance
sheets.

At March 31, 1998, the Corporation had outstanding borrowings of $693 million
under certain Industrial Revenue Bonds.  Approximately $57 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 sheets.





<PAGE>    33


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 March 31, 1998, $348 million of committed credit was
available in excess of all short-term borrowings outstanding under or supported
by the facility.

The Corporation's senior management establishes parameters of the Corporation's
financial risk.  Hedging interest-rate exposure through the use of swaps and
options, and hedging foreign exchange exposure through the use of forward
contracts, are specifically contemplated to manage risk in keeping with
management policy.  Derivative instruments such as swaps, forwards, option or
futures, which are based directly or indirectly upon interest rates, currencies,
equities and commodities, may be used by the Corporation to manage and reduce
the risk inherent in price, currency and interest rate fluctuations. There have
been no significant changes to reported market risk since December 31, 1997.

The Corporation does not utilize derivatives for speculative purposes.
Derivatives are transaction-specific so that a specific debt instrument,
contract, invoice or transaction determines the amount, maturity and other
specifics of the hedge.  Counterparty risk is limited to institutions with long-
term debt ratings of A or better.

At March 31, 1998, the Corporation's weighted average interest rate on its total
debt was 7.3% including the accounts receivable sale program and outstanding
interest rate exchange agreements.  At March 31, 1998, these interest rate
exchange agreements effectively converted $456 million of floating rate
obligations with a weighted average interest rate of 5.7% to fixed rate
obligations with an average effective interest rate of 9.0%.  These agreements
have a weighted average maturity of approximately 1 year.  As of March 31, 1998,
the Corporation's total floating rate debt, including the accounts receivable
sale program, exceeded related interest rate exchange agreements by $1.7
billion.

The Corporation also enters into foreign currency exchange agreements, the
amounts of which were not material to the consolidated financial position of the
Corporation at March 31, 1998.

As of March 31, 1998, 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.


OTHER. In June 1997, the FASB issued SFAS No. 130 that establishes standards for
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. The Timber Company adopted SFAS No. 130
in 1998.

Also in June 1997, the FASB issued SFAS No. 131 which requires companies to
determine reporting segments based on the manner in which management makes
decisions about allocating resources to segments and measuring their
performance. The Timber Company will be required to adopt SFAS No. 131 in 1998,
but is not expected to be impacted significantly as The Timber Company is not
expected to have any reportable segments under SFAS No. 131.

In February 1998, the FASB issued SFAS No. 132 which requires additional pension
related disclosures.  The objective of the statement is to provide sufficient
information to understand the changes in benefit obligations or to analyze the
quality of earnings of the Corporation.  SFAS No. 132 requires disclosure of
additional information about the changes in the benefit obligation and the fair
value of plan assets during the period, including unrecognized gains and losses.
The Corporation will be required to present this additional information
disclosure in the 1998 year end statements.

The Timber Company does not expect to incur significant costs during the next
two 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 on and
beyond January 1, 2000.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  The statements under this
"Management's Discussion and Analysis" and other statements contained herein
that are not historical facts, including statements regarding The Timber
Company's projections concerning harvest plans and timber prices, and its
expectations regarding future demand for timber, levels of environmental
regulation and the effects thereof on future timber supplies and prices, are
forward-looking statements (as such term is defined under the Private Securities
Litigation Reform Act of 1995) based on current expectations. In addition to the
risks, uncertainties and assumptions discussed elsewhere herein, factors that
could cause or contribute to actual results differing materially from such
forward-looking statements include the following: acquisitions or divestitures
of material timberland acreage by The Timber Company; management's ability to
realize present expectations for future timber growth and product yield
responses to various forestry practices; the effect on The Timber Company of
government, legislative and environmental restrictions; catastrophic losses from
fires, floods, windstorms, earthquakes, volcanic eruptions, insect infestations
or diseases; material variations in regional market demand for timber products;
fluctuations in interest rates; and other risks, uncertainties and assumptions
discussed in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997, the Corporation's Registration Statement No. 333-35813 dated
November 7, 1997 and the Corporation's current report on Form 8-K dated October
17, 1996.

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




<PAGE>    34



                          PART II - OTHER INFORMATION
                          ---------------------------
                          GEORGIA-PACIFIC CORPORATION
                                 March 31, 1998


Item 1.   Legal Proceedings
          The information contained in Note 9 "Commitments and Contingencies"
          of the Notes to Consolidated Financial Statements--Georgia-Pacific
          Corporation, Note 9 "Commitments and Contingencies" of the Notes to
          Combined Financial Statements--Georgia-Pacific Group and Note 8
          "Commitments and Contingencies" of the Notes to Consolidated
          Financial Statements--The Timber Company filed as part of this
          Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

          Exhibit 10.1   Form of Revised Georgia-Pacific Corporation/Georgia-
                         Pacific Group 1997 Long-Term Incentive Plan Option.
          Exhibit 10.2   Form of Revised Special Georgia-Pacific
                         Corporation/Georgia-Pacific Group 1997 Long-Term
                         Incentive Plan Option.
          Exhibit 10.3   Form of Revised Georgia-Pacific Corporation/Timber
                         Group 1997 Long-Term Incentive Plan Option.
          Exhibit 27.    Financial Data Schedule.

          (b)  The Corporation filed a Current Report on Form 8-K dated March
               31, 1998, in which it reported under Item 5 - "Other Events."

<PAGE>    35
                                   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:  May 11, 1998                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>    36


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

                               INDEX TO EXHIBITS
                        FILED WITH THE QUARTERLY REPORT
                              ON FORM 10-Q FOR THE
                          QUARTER ENDED MARCH 31, 1998


Number         Description
------         -----------

10.1      Form of Revised Georgia-Pacific Corporation/Georgia-Pacific Group 1997
          Long-Term Incentive Plan Option. (1)
10.2      Form of Revised Special Georgia-Pacific Corporation/Georgia-Pacific
          Group 1997 Long-Term Incentive Plan Option. (1)
10.3      Form of Revised Georgia-Pacific Corporation/Timber Group 1997 Long-
          Term Incentive Plan Option. (1)
27.       Financial Data Schedule. (1)





-------------------------------
(1)  Filed via EDGAR transmission.