<PAGE>   1


                       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 September 30, 1995

                                       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 November 9, 1995, Georgia-Pacific Corporation
had 91,817,223 shares of Common Stock outstanding.





<PAGE>   2



                         PART I - FINANCIAL INFORMATION      


Item 1.   Financial Statements

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

<TABLE>
<CAPTION>
                                           Three months        Nine months
                                          ended Sept. 30,     ended Sept. 30,
                                          ---------------     ---------------

(Millions, except per share amounts)       1995      1994      1995      1994   
--------------------------------------------------------------------------------
<S>                                     <C>       <C>       <C>       <C>
Net sales                               $ 3,705   $ 3,267   $10,882   $ 9,396   
--------------------------------------------------------------------------------

Costs and expenses
 Cost of sales                            2,518     2,496     7,576     7,365
 Selling, general and
   administrative                           359       324     1,072       906
 Depreciation and depletion                 194       186       566       556
 Interest                                    94       110       299       344
 Other income                                 -         -         -       (57)  
--------------------------------------------------------------------------------
Total costs and expenses                  3,165     3,116     9,513     9,114   
--------------------------------------------------------------------------------

Income before income taxes,
 extraordinary item and
 accounting change                          540       151     1,369       282
Provision for income taxes                  216        64       548       125   
--------------------------------------------------------------------------------

Income before extraordinary item
 and accounting change                      324        87       821       157
Extraordinary item - loss from
 early retirement of debt,
 net of taxes                                 -         -         -       (11)
Cumulative effect of accounting
 change, net of taxes                         -         -         -        (5)  
--------------------------------------------------------------------------------
Net income                              $   324   $    87   $   821   $   141   
================================================================================

Per share:
 Income before extraordinary item
   and accounting change                $  3.57   $   .98   $  9.12   $  1.77
 Extraordinary item - loss from early
   retirement of debt, net of taxes           -         -         -      (.12)
 Cumulative effect of accounting
   change, net of taxes                       -         -         -      (.06)  
--------------------------------------------------------------------------------
 Net income                             $  3.57   $   .98   $  9.12   $  1.59   
================================================================================
Average number of shares outstanding       90.7      89.2      90.0      88.9   
================================================================================
</TABLE>


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

<PAGE>   3


STATEMENTS OF CASH FLOWS
Georgia-Pacific Corporation and Subsidiaries
(Unaudited)

<TABLE>
<CAPTION>
                                                               Nine months
                                                             ended Sept. 30,
                                                             ---------------

 (Millions)                                                  1995        1994   
--------------------------------------------------------------------------------
<S>                                                       <C>         <C>
Cash provided by (used for) operations
 Net income                                               $    821    $   141
 Adjustments to reconcile net income to cash
   provided by operations:
   Depreciation                                                526        518
   Depletion                                                    40         38
   Amortization of goodwill                                     44         44
   Stock compensation programs                                  43         14
   Gain on sales of assets                                      (7)        (3)
   Other income                                                  -        (57)
   Cumulative effect of accounting change                        -          5
   (Increase) in receivables                                  (180)      (244)
   (Decrease) in accounts receivable sale program             (200)         -
   (Increase) in inventories                                  (187)       (11)
   Change in other working capital                              70          9
   Change in deferred income tax liabilities                   (13)       (65)
   Increase (decrease) in taxes payable                         49        (10)
   Change in other assets and other
    long-term liabilities                                       62         10   
--------------------------------------------------------------------------------
Cash provided by operations                                  1,068        389   
--------------------------------------------------------------------------------
Cash provided by (used for) investing activities
 Capital expenditures
   Property, plant and equipment                              (827)      (568)
   Timber and timberlands                                      (60)       (30)  
--------------------------------------------------------------------------------
 Total capital expenditures                                   (887)      (598)
 Proceeds from sales of assets                                  25        225
 Other                                                           -          1   
--------------------------------------------------------------------------------
Cash (used for) investing activities                          (862)      (372)  
--------------------------------------------------------------------------------
Cash provided by (used for) financing activities
 Repayments of long-term debt                                 (223)      (261)
 Additions to long-term debt                                   528         12
 Fees paid to issue debt                                        (6)         -
 Increase in bank overdrafts                                    12         13
 Increase (decrease) in commercial paper and
   other short-term notes                                      (93)       307
 Proceeds from option plan exercises                            26          -
 Cash dividends paid                                          (128)      (109)  
--------------------------------------------------------------------------------
Cash provided by (used for) financing activities               116        (38)  
--------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents               322        (21)
 Balance at beginning of period                                 53         41   
--------------------------------------------------------------------------------
 Balance at end of period                                 $    375    $    20   
================================================================================
</TABLE>


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


<PAGE>   4

BALANCE SHEETS
Georgia-Pacific Corporation and Subsidiaries

<TABLE>
<CAPTION>
                                                    September 30,  December 31,
(Millions, except shares and per share amounts)         1995           1994     
--------------------------------------------------------------------------------
ASSETS                                               (Unaudited)
<S>                                                    <C>            <C>
Current assets
 Cash and cash equivalents                             $   375        $    53
 Receivables, less allowances of $31 and $28               983            566
 Inventories                                             1,396          1,209
 Deferred income tax assets                                136            136
 Other current assets                                       60             34   
--------------------------------------------------------------------------------
Total current assets                                     2,950          1,998   
--------------------------------------------------------------------------------
Timber and timberlands, net                              1,381          1,363   
--------------------------------------------------------------------------------
Property, plant and equipment
 Land, buildings, machinery and equipment, at cost      12,214         11,500
 Accumulated depreciation                               (6,441)        (6,012)  
--------------------------------------------------------------------------------
Property, plant and equipment, net                       5,773          5,488   
--------------------------------------------------------------------------------
Goodwill                                                 1,729          1,773   
--------------------------------------------------------------------------------
Other assets                                               544            242   
--------------------------------------------------------------------------------
Total assets                                           $12,377        $10,864   
================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Bank overdrafts, net                                  $   224        $   212
 Commercial paper and other short-term notes               775            868
 Current portion of long-term debt                          13             37
 Accounts payable                                          619            603
 Accrued compensation                                      198            182
 Other current liabilities                                 479            423   
--------------------------------------------------------------------------------
Total current liabilities                                2,308          2,325   
--------------------------------------------------------------------------------
Long-term debt, excluding current portion                4,268          3,904   
--------------------------------------------------------------------------------
Other long-term liabilities                              1,180            825   
--------------------------------------------------------------------------------
Deferred income tax liabilities                          1,180          1,190   
--------------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity
 Common stock, par value $.80; 150,000,000
   shares authorized; 91,920,000 and 90,466,000
   shares issued                                            73             72
 Additional paid-in capital                              1,338          1,220
 Retained earnings                                       2,075          1,382
 Long-term incentive plan deferred compensation            (35)           (39)
 Other                                                     (10)           (15)  
--------------------------------------------------------------------------------
Total shareholders' equity                               3,441          2,620   
--------------------------------------------------------------------------------
Total liabilities and shareholders' equity             $12,377        $10,864   
================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>   5

     NOTES TO FINANCIAL STATEMENTS (Unaudited)
     GEORGIA-PACIFIC CORPORATION
     SEPTEMBER 30, 1995


     1.   PRINCIPLES OF PRESENTATION.  The interim financial information
          included herein is unaudited; however, such information reflects all
          adjustments which are, in the opinion of management, necessary for a
          fair presentation of the Corporation's financial position, results
          of operations and cash flows for the interim periods. All such
          adjustments are of a normal, recurring nature.  Certain 1994 amounts
          have been reclassified to conform with the 1995 presentation.

     2.   CASH AND CASH EQUIVALENTS.  At September 30, 1995, the Corporation
          had invested approximately $366 million in marketable securities.
          When the securities matured on October 5, 1995, the proceeds were
          used to reduce short-term borrowings.

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

     4.   ACCOUNTING CHANGE.  Effective January 1, 1994, the Corporation
          adopted Financial Accounting Standard Number 112 (FAS 112),
          "Employers' Accounting for Postemployment Benefits."  FAS 112
          requires accrual-basis recognition of benefits provided by an
          employer to former or inactive employees after employment but before
          retirement.  The adoption of FAS 112 resulted in a one-time, after-
          tax charge of $5 million (6 cents per share) in the 1994 first
          quarter.

     5.   OTHER INCOME. In the 1994 first quarter, the Corporation recorded
          other pretax income of $57 million ($34 million after taxes),
          primarily resulting from the sales of its roofing  manufacturing and
          envelope businesses.

     6.   EXTRAORDINARY ITEM. The Corporation called for redemption
          approximately $204 million of its outstanding debt during the 1994
          first quarter.  As a result, an after-tax extraordinary loss of $11
          million (12 cents per share) was recognized.

     7.   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>
                                             Nine  months
                                         ended September 30,
                                         -------------------
           (Millions)                    1995           1994         
          -----------------------------------------------------------
          <S>                           <C>            <C>
          Total interest costs          $  322         $  349
          Interest capitalized             (23)            (5)       
          -----------------------------------------------------------
          Interest expense              $  299         $  344        
          ===========================================================
          Interest paid                 $  307         $  358        
          ===========================================================
          Income taxes paid,
           net of refunds               $  511         $  202        
          ===========================================================
</TABLE>
<PAGE>   6

     8.   INVENTORY VALUATION.  Inventories include costs of material, 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>
                                      September 30,   December 31,
          (Millions)                       1995           1994       
          -----------------------------------------------------------
          <S>                           <C>            <C>
          Raw materials                 $  480         $  390
          Finished goods                   917            809
          Supplies                         283            275
          LIFO reserve                    (284)          (265)       
          -----------------------------------------------------------
          Total inventories             $1,396         $1,209        
          ===========================================================
</TABLE>



     9.   PROVISION FOR INCOME TAXES.  The Corporation reported pretax income
          of $540 million and an income tax provision of $216 million for the
          three months ended September 30, 1995.  The Corporation reported
          pretax income of $151 million and an income tax provision of $64
          million for the three months ended September 30, 1994.  The
          Corporation reported pretax income of $1.4 billion and an income tax
          provision of $548 million for the nine months ended September 30,
          1995.  Excluding asset sales, the Corporation reported pretax income
          before extraordinary item and accounting change of $225 million and
          an income tax provision of $102 million for the nine months ended
          September 30, 1994.  The actual effective rate for these periods was
          different than the federal statutory tax rate primarily because of
          nondeductible goodwill amortization expense.


     10.  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.  The Corporation is self-insured
          for general liability claims up to $5 million per occurrence.
          Liability insurance in effect during the last several years provides
          coverage for environmental matters only to a limited extent.

          The Corporation is involved in environmental remediation activities
          at numerous sites 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 and at certain of its own properties.  Of the
          known sites in which it is involved, the Corporation estimates that
          approximately 45 percent are being investigated, approximately 40
          percent are being remediated and approximately 15 percent are being
          monitored (an activity which occurs after either site investigation
          or remediation has been completed).  The ultimate costs to the
          Corporation for the remediation of many of these sites cannot be
          predicted with certainty due to the often unknown magnitude of the
          pollution or the necessary cleanup, the varying costs of alternative
          cleanup methods, the amount of time necessary to accomplish such
          cleanups, the evolving nature of cleanup technologies and government
          regulations and the inability to determine the Corporation's share
          of multi-party cleanups or the extent to which contribution will be
          available from other parties.  The Corporation has established
          reserves for environmental remediation costs for these sites in
          amounts which it believes are probable and reasonably estimable. 

<PAGE>   7
          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 $ 81 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.

          In the fourth quarter of 1992, the Corporation filed suit in the
          State of Washington against numerous insurance carriers for coverage
          under comprehensive general liability insurance policies issued by
          those carriers.  The Corporation sought a declaratory judgment to
          the effect that past and future environmental remediation and other
          related costs with respect to certain of the sites are covered by
          such policies.  The Corporation has now dismissed or settled its
          claims against all but one of those carriers for a total of
          approximately $54 million.  Approximately $32 million of this amount
          has been received ($28 million of which was recorded as pretax
          income in 1995) and the remainder is payable, subject to certain
          contingencies, over approximately the next ten years.  No amounts
          have been recorded for contingent payments.

          The Corporation has received and responded to three comprehensive
          information requests from the Environmental Protection Agency (EPA)
          concerning air emissions at approximately 30 of the Corporation's
          facilities which manufacture oriented strand board, medium-density
          fiberboard, plywood and particleboard.  On August 5, 1994, the EPA
          issued a Notice of Violation (NOV) with respect to alleged
          violations of certain requirements of the Clean Air Act at these
          facilities relating to, among other things, alleged emissions of
          volatile organic compounds from sources constructed or modified
          since 1980.  The Corporation is in the process of negotiating a
          resolution of the allegations contained in the NOV with the EPA and
          the state environmental agencies involved.  Any settlements would
          entail the payment of fines and agreement by the Corporation to
          install air emission control equipment at certain of these
          facilities.

          Approximately 220 suits involving 9,160 plaintiffs are currently
          pending in several state courts in Mississippi.  The suits allege a
          variety of torts including nuisance, trespass and infliction of
          emotional distress primarily related to the alleged discharge of
          dioxin into the Leaf River from a pulp mill owned by a subsidiary of
          the Corporation.  Three of these cases have been tried.  A total of
          $241,000 in compensatory damages and $4 million in punitive damages
          were awarded to three plaintiffs in the first two cases (Simmons and
          Ferguson) with respect to certain claims.  The jury found in favor
          of the Corporation with respect to a fourth plaintiff.  The
          Corporation appealed both judgments.  On July 8, 1993, in the third
          Mississippi dioxin case tried, the jury returned a verdict in favor
          of the Corporation on all counts (Beech/Williams).  The plaintiffs
          have appealed.  In early 1994 two dioxin cases pending in federal
          court in Mississippi were voluntarily dismissed with prejudice by
          the plaintiffs.

<PAGE>   8


          On October 19, 1995, the Mississippi Supreme Court reversed the
          judgment in the Ferguson case.  In Ferguson, compensatory damages of
          $200,000 and punitive damages of $3,000,000 were assessed against
          the Corporation.  The Mississippi Supreme Court ruled that the
          plaintiffs failed to prove that the defendants had caused any
          emotional distress or created a nuisance with respect to the
          plaintiffs' properties.  The Court also ruled that the plaintiffs
          had failed to show that the defendants' conduct constituted
          intentional, willful, wanton or grossly negligent behavior.  The
          Court reversed the lower court verdict and ordered judgment for the
          defendants.  No decisions have been issued by the Mississippi
          Supreme Court in the other cases on appeal, Simmons and
          Beech/Williams.

          Although there can be no assurances as to the ultimate outcome of
          the approximately 220 suits pending against the Corporation for
          alleged discharges of dioxin, however, based on the decision of the
          Mississippi Supreme Court in the Ferguson case the Corporation
          believes it has valid defenses to the remaining lawsuits.  Suit has
          been filed against the mill's insurance carriers seeking a
          declaratory judgment to the effect that these dioxin claims are
          covered by various insurance policies issued to the Corporation.

          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.  As of November 1, 1995, the
          Corporation is defending lawsuits and claims of approximately 38,000
          such plaintiffs and anticipates that additional suits or claims will
          be filed against it over the next several years.  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
          in settlement have been substantially covered by product liability
          insurance, and the Corporation believes that it has insurance
          available in amounts adequate to cover substantially all of the
          reasonably foreseeable damages and settlement amounts arising out of
          claims and suits currently pending.  The Corporation also
          anticipates that equivalent amounts of insurance will be available
          with respect to the disposition of suits and claims that may be
          filed against the Corporation in the future, but there can be no
          assurance in this regard.  The Corporation has established reserves
          for liabilities and legal defense costs for these suits and claims
          in amounts it believes are probable and reasonably estimable.  It
          also has recorded a receivable for expected insurance recoveries
          with respect to pending suits and claims.

          On October 2, 1995, the Corporation was sued in an action in state
          court in Mobile, Alabama, (Bettner, et al. v. Georgia-Pacific
          Corporation) that seeks to certify a class of all persons currently
          owning structures in the United States on which hardboard siding
          manufactured by the Corporation after January 1, 1980 has been
          installed.  The plaintiffs allege that the hardboard siding
          manufactured and distributed by Georgia-Pacific was inadequately
          designed and manufactured and as a consequence prematurely discolors
          and deteriorates when exposed to moisture and other climatic
          conditions.  The plaintiffs also dispute the validity and
          availability of the warranty issued with the product.  Plaintiffs
          seek unspecified compensatory and punitive damages, declaratory
          relief regarding the availability of warranties, restitution and
          injunctive relief.  Although there can be no assurances as to the
          ultimate outcome of this litigation, the Corporation believes that 


<PAGE>   9

          it has meritorious defenses to the claims of plaintiffs, and
          that it has accepted and paid all valid warranty claims of its
          customers.

          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 and that such ultimate outcome, after taking such reserves
          into account, will not have a material adverse effect on the
          consolidated financial position of the Corporation.


<PAGE>   10


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

<TABLE>
<CAPTION>
(Dollar amounts, except                           Second Quarter
per share, in millions)          First         --------------------
                                Quarter        Quarter     Year-to-date         
--------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>
1995
NET SALES
Building products             $1,800   52%   $1,860  50%    $3,660  51%
Pulp and paper                 1,665   48     1,829  50      3,494  49
Other operations                  12    -        11   -         23   -          
--------------------------------------------------------------------------------
Total net sales               $3,477  100%   $3,700 100%    $7,177 100%        
================================================================================
OPERATING PROFITS
Building products             $  197   35%   $  143  24%    $  340  29%
Pulp and paper                   368   65       457  76        825  70
Other operations                   5    -         4   -          9   1          
--------------------------------------------------------------------------------
Total operating
profits                          570  100%      604 100%     1,174 100%
                                      ===           ===            ===  
General corporate expense        (62)           (55)          (117)
Interest expense                (105)          (100)          (205)
Cost of accounts
 receivable sale
 program                         (11)           (12)           (23)
Provision for
 income taxes                   (160)          (172)          (332)      
--------------------------------------------------------------------------------
Net income                    $  232         $  265         $  497              
================================================================================
Per common share:
 Net income                   $ 2.59         $ 2.95         $ 5.54              
================================================================================
</TABLE>



<TABLE>
<CAPTION>
(Dollar amounts,
except per share,          Third Quarter                Fourth Quarter
in millions)             -----------------           --------------------
                      Quarter      Year-to-date     Quarter      Year-to-date   
--------------------------------------------------------------------------------
<S>                 <C>           <C>
1995
NET SALES
Building products   $1,901  51%   $ 5,561  51%
Pulp and paper       1,789  49      5,283  49
Other operations        15   -         38   -                                   
--------------------------------------------------------------------------------
Total net sales     $3,705 100%   $10,882 100%                                 
================================================================================
OPERATING PROFITS
Building products   $  221  31%   $   561  30%
Pulp and paper         478  68      1,303  69
Other operations         4   1         13   1                                   
--------------------------------------------------------------------------------
Total operating
profits                703 100%     1,877 100%
                           ===            ===  
General corporate
 expense               (61)          (178)
Interest expense       (94)          (299)
Cost of accounts
 receivable sale
 program                (8)           (31)
Provision for
 income taxes         (216)          (548)                                      
--------------------------------------------------------------------------------
Net income          $  324        $   821                                       
================================================================================
Per common share:
  Net income        $ 3.57        $  9.12                                       
================================================================================
</TABLE>

<PAGE>   11


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


<TABLE>
<CAPTION>
(Dollar amounts, except                           Second Quarter
per share, in millions)          First         --------------------
                                Quarter        Quarter     Year-to-date         
--------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>
1994
NET SALES
Building products             $1,767  60%    $1,982  62%    $3,749  61%
Pulp and paper                 1,167  40      1,196  38      2,363  39
Other operations                   8   -          9   -         17   -          
--------------------------------------------------------------------------------
Total net sales               $2,942 100%    $3,187 100%    $6,129 100%        
================================================================================ 
OPERATING PROFITS
Building products             $  247  97%    $  218 118%    $  465 106%
Pulp and paper                   (53)(20)       (40)(21)       (93)(21)
Other operations                   3   1          6   3          9   2
Other income                      57  22          -   -         57  13          
--------------------------------------------------------------------------------
Total operating
  profits                        254 100%       184 100%       438 100%
                                     ===            ===            ===  
General corporate expense        (28)           (31)           (59)
Interest expense                (121)          (113)          (234)
Cost of accounts
  receivable sale
  program                         (6)            (8)           (14)
Provision for
  income taxes                   (43)           (18)           (61)             
--------------------------------------------------------------------------------
Income before
  extraordinary item and
  accounting change               56             14             70
Extraordinary item, net
  of taxes                       (11)             -            (11)
Cumulative effect of
  accounting change, net
  of taxes                        (5)             -             (5)             
--------------------------------------------------------------------------------
Net income                    $   40         $   14         $   54              
================================================================================ 
Per common share:
  Income before
    extraordinary item
    and accounting
    change                    $  .63         $  .16         $  .79
  Extraordinary item,
    net of taxes                (.12)             -           (.12)
  Accounting change,
    net of taxes                (.06)             -           (.06)             
--------------------------------------------------------------------------------
  Net income                  $  .45         $  .16         $  .61              
================================================================================ 
</TABLE>




<TABLE>
<CAPTION>
(Dollar amounts,
except per share,          Third Quarter                Fourth Quarter
in millions)             -----------------           --------------------
                      Quarter      Year-to-date     Quarter      Year-to-date   
--------------------------------------------------------------------------------
<S>                 <C>            <C>            <C>            <C>
1994
NET SALES
Building products   $1,941  60%    $5,690  61%    $1,871  56%    $ 7,561  60%
Pulp and paper       1,315  40      3,678  39      1,460  44       5,138  40
Other operations        11   -         28   -         11   -          39   -    
--------------------------------------------------------------------------------
Total net sales     $3,267 100%    $9,396 100%    $3,342 100%    $12,738 100%  
================================================================================ 
OPERATING PROFITS
Building products   $  262  75%    $  727  93%    $  262  59%    $   989  81%
Pulp and paper          83  24        (10) (1)       181  41         171  14
Other operations         3   1         12   1         (2)  -          10   -
Other income             -   -         57   7          -   -          57   5    
--------------------------------------------------------------------------------
Total operating
  profits              348 100%       786 100%       441 100%      1,227 100%
                           ===            ===            ===             ===  
General corporate
  expense              (78)          (137)           (32)           (169)
Interest expense      (110)          (344)          (109)           (453)
Cost of accounts
  receivable sale
  program               (9)           (23)           (10)            (33)
Provision for
  income taxes         (64)          (125)          (121)           (246)       
--------------------------------------------------------------------------------
Income before
  extraordinary item
  and accounting
  change                87            157            169             326
Extraordinary item,
  net of taxes           -            (11)             -             (11)
Cumulative effect
  of accounting
  change, net of
  taxes                  -             (5)             -              (5)

--------------------------------------------------------------------------------
Net income          $   87         $  141         $  169         $   310        
================================================================================
Per common share:
  Income before
    extraordinary
    item and
    accounting
    change          $  .98         $ 1.77         $ 1.89         $  3.66
  Extraordinary
    item, net of
    taxes                -           (.12)             -            (.12)
  Accounting
    change, net of
    taxes                -           (.06)             -            (.06)       
--------------------------------------------------------------------------------
  Net income        $  .98         $ 1.59         $ 1.89         $  3.48        
================================================================================ 
</TABLE>

<PAGE>   12

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED WITH 1994

The Corporation reported consolidated net sales of $3.7 billion for the three
months ended September 30, 1995, compared with $3.3 billion for the same 1994
period, an increase of 13.4 percent.  The Corporation also reported an increase
in net income for the three months ended September 30, 1995 ($324 million or
$3.57 per share), compared with net income for the 1994 third quarter ($87
million or 98 cents per share).

The remaining discussion refers to the "Sales and Operating Profits by Industry
Segment" table and Statements of Income (included in Part I - Item 1. hereto).

The Corporation's building products segment reported net sales of $1.9 billion
and operating profits of $221 million for the three months ended September 30,
1995.  For the same 1994 period, reported net sales were $1.9 billion and
operating profits were $262 million.  Accordingly, return on sales decreased to
11.6 percent from 13.5 percent a year ago.  The decrease in operating profits is
primarily the result of a decrease in third quarter average prices of
approximately 12 percent for the Corporation's softwood lumber business compared
with a year ago.  Operating profits for this business were also impacted
by higher wood costs compared with year ago levels and, in part, by an increase
in the availability of Canadian lumber.  Although average plywood prices for the
third quarter were approximately 4 percent higher than the 1994 third quarter,
operating profits, like the softwood lumber business, were adversely affected by
higher wood costs.  Finally, 1995 third quarter profits for the Corporation's
distribution business were lower than the same 1994 period primarily because of
increased costs ascribed to initiatives to change and improve certain
administrative processes of that business (discussed in the Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).

The pulp and paper segment reported $1.8 billion in net sales in the 1995 third
quarter, up from $1.3 billion in the same 1994 period.  This segment also
reported operating profits of $478 million for this three month period compared
with operating profits of $83 million a year ago.  Return on sales increased
significantly in the 1995 third quarter compared with the 1994 third quarter
primarily as a result of higher prices for most of the Corporation's pulp and
paper products.  Third quarter average prices for market pulp increased more    
than 70 percent from 1994 third quarter average prices; average containerboard
prices increased more than 40 percent; communication paper prices increased more
than 60 percent; and corrugated packaging prices increased more than 30 percent
compared with third quarter 1994 levels.  However, during the 1995 third
quarter, the Corporation began to experience a slowing of demand for several of
its pulp and paper products.  As a result, operating profits for this business
in the fourth quarter are expected to decline from the third quarter.

General corporate expense decreased to $61 million for the three months ended
September 30, 1995 compared with $78 million in 1994.  The majority of the
decrease is attributable to compensation programs tied to the Corporation's
common stock price.

For the third quarter, the Corporation's interest expense and cost of accounts  
receivable sale program were a combined $102 million, a decrease of 14.3 
percent compared with $119 million a year ago.  Lower expense in 1995 was 
primarily the result of a lower level of debt and the expiration since 
September 30, 1994 of $500 million in interest rate exchange agreements which 
had effectively fixed the rates on a portion of the Corporation's variable rate 
debt.

The Corporation reported pretax income of $540 million and an income tax
provision of $216 million for the three months ended September 30, 1995.  The
Corporation reported pretax income of $151 million and an income tax provision
of $64 million for the three months ended September 30, 1994.  The actual
effective tax rate for both periods was different than the federal statutory 




<PAGE>   13


tax rate primarily because of nondeductible goodwill amortization expense.


NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED WITH 1994

The Corporation reported consolidated net sales for the nine months ended
September 30, 1995 of $10.9 billion, compared with $9.4 billion in 1994.
Consolidated net income was $821 million ($9.12 per share), compared with $141
million ($1.59 per share) in the 1994 comparable period.  The 1994 results
include a net, after-tax gain of $34 million (38 cents per share) primarily
related to the sale of the Corporation's envelope and roofing manufacturing
businesses.  In addition, 1994 net income includes an $11 million (12 cents per
share) after-tax loss on the early retirement of debt and a $5 million (6 cents
per share) one-time after-tax charge for an accounting change.

The remaining discussion refers to the "Sales and Operating Profits by Industry
Segment" table and Statements of Income (included in Part I - Item 1. hereto).

The building products segment reported net sales of $5.6 billion for the nine
months ended September 30, 1995, a slight decrease from the first nine months
of 1994.  Operating profits also declined to $561 million for the nine-month
period ended September 30, 1995, compared with $727 million in 1994.  Return 
on sales decreased to 10.1 percent from 12.8 percent a year ago.  Rising wood 
costs in the Corporation's softwood lumber and plywood businesses, due in part 
to an increase in the supply of Canadian lumber compared with a year ago, have
continued to affect the building products segment results.  For example, year-
to-date average softwood lumber prices are 11 percent below average in 1994;
and although average plywood prices for the first nine months of 1995 are 8 
percent higher than average for the first nine months of 1994, profits were 
adversely affected by the rise in wood costs.

The Corporation's pulp and paper segment reported net sales of $5.3 billion and
operating profits of $1.3 billion for the nine-month period ended September 30,
1995.  For the same 1994 period, the segment reported net sales of $3.7 billion
and an operating loss of $10 million.  The improved results in 1995 are
primarily attributable to significantly higher average prices during the first
nine months of 1995 for most of the Corporation's pulp and paper products,
compared with the first nine months of 1994.  Average market pulp prices
increased by more than 80 percent, corrugated packaging average prices
increased by more than 30  percent, and average communication paper and 
containerboard prices increased by more than 50 percent.

General corporate expense of $178 million for the nine months ended September
30, 1995 increased 30.0 percent from the 1994 year-to-date expense of $137
million.  The increase is primarily attributable to the costs of initiatives to
change and improve certain administrative processes.

The Corporation reported a combined $330 million for interest expense and the
cost of the accounts receivable sale program for the first three quarters of
1995, a decrease of 10.1 percent from $367 million for the first three quarters
of 1994.  The decrease is primarily the result of the expiration since September
30, 1994 of $500 million in interest rate exchange agreements which had
effectively fixed the rates on a portion of the Corporation's variable rate
debt.

The Corporation reported pretax income of $1.4 billion and an income tax
provision of $548 million for the nine months ended September 30, 1995.
Excluding asset sales, the Corporation reported pretax income before
extraordinary item and accounting change of $225 million and an income tax
provision of $102 million for the nine months ended September 30, 1994.  


<PAGE>   14

The actual effective tax rate for both periods was different than the federal 
statutory tax rate primarily because of nondeductible goodwill amortization 
expense.

Selling, general and administrative expenses for the nine-month period ended
September 30, 1995 increased 18.3 percent to $1.1 billion from $906 million for
the same 1994 period, primarily due to labor, systems and other costs
associated with initiatives to change and improve certain operating and 
administrative processes.


Liquidity and Capital Resources
Operating Activities

The Corporation generated cash from operations of $1.1 billion for the nine
months ended September 30, 1995, compared with $389 million for the same 1994
period.  These results include a $200 million reduction in the accounts
receivable sale program in June 1995 and tax payments of $84 million paid to
the Internal Revenue Service in 1994.  The tax payments were to settle the 
1989 and 1990 tax years for the Corporation and to resolve substantially all 
pending income tax issues related to Great Northern Nekoosa Corporation for the 
years 1985 through March 1990.  Excluding these items, cash provided by 
operations in 1995 and 1994 was $1.3 billion and $473 million, respectively.  
The increase in cash from operations is primarily the result of higher prices 
in the Corporation's pulp and paper segment for the nine-month period ended 
September 30, 1995 compared with the first nine months of 1994.


Investing Activities

During the first nine months of 1995, the Corporation spent $887 million on
capital expenditures, including $415 million in the pulp and paper segment,
$366 million in the building products segment, $60 million for timber and
timberlands and $46 million in other expenditures.  The Corporation's total 
projected capital spending for 1995 is approximately $1.2 billion.

As previously disclosed in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994, the sales of its roofing manufacturing and
envelope businesses were completed during the first quarter of 1994.  The
Corporation received after-tax cash proceeds of approximately $156 million from
these transactions.


Financing Activities

Total debt of the Corporation, including $500 million in the accounts
receivable sale program and excluding $366 million in marketable securities, 
was $5.4 billion as of September 30, 1995, a decrease of $307 million since 
December 31, 1994.  This includes a net increase in long-term debt of $340 
million and a net increase in bank overdrafts of $12 million, both of which 
were partially offset by a reduction in the accounts receivable sale program of
$200 million and a net decrease of $459 million in commercial paper and 
short-term notes.

On September 29, 1995, the Corporation sold certain of its assets for $354
million.  The Corporation has agreed to lease the assets back from the
purchaser over a period of 30 years.  Under the agreement with the purchaser, 
the Corporation will maintain a deposit (initially in the amount of $322 
million) which together with interest is expected to be sufficient to fund the
Corporation's obligations.  In accordance with generally accepted accounting
principles, the lease transaction is being accounted for as a financing
arrangement.  Accordingly, the Corporation has recorded on its balance sheet at
September 30, 1995 a long-term asset for the proceeds received from the sale
and a long-term liability for the lease obligation.

At September 30, 1995, the Corporation borrowed funds on a short-term basis to
establish the deposit account.  The proceeds from the asset sale were invested
in marketable securities until such securities matured on October 5, 1995, when

<PAGE>   15

they were used to reduce short-term borrowings. The Corporation treated these 
marketable securities as cash equivalents at September 30, 1995 because of 
their near-term maturities.

During the 1995 second quarter, the Corporation issued $250 million of  8-5/8%
Debentures Due April 30, 2025 and $250 million of 7.70% Debentures Due June 15,
2015.  In addition, the Corporation redeemed at par $200 million of its 10-1/8%
Debentures.  Effective June 29, 1995, the Corporation repurchased $200 million
of receivables, reducing the accounts receivable sale program from $700 million
to $500 million.

In the first quarter of 1994, the Corporation called for redemption
approximately $204 million in principal of its 10-1/4% Debentures Due September
15, 2018, which it redeemed in April 1994.  The Corporation reported an after-
tax extraordinary loss of $11 million (12 cents per share) in the first half of
1994 as a result of this early retirement.

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, including bid borrowings made under that agreement.  As of
September 30, 1995, $725 million of committed credit was available in excess of
all short-term borrowings outstanding under or supported by the facility.

The Corporation's weighted average interest rate on total debt as of September
30, 1995 and 1994 was 8.0%, including the accounts receivable sale program and
the outstanding interest rate exchange agreements.

At September 30, 1995, the Corporation had outstanding interest rate exchange
agreements which effectively converted $546 million of floating rate    
obligations with a weighted average interest rate of approximately 5.9% to fixed
rate obligations with an average effective interest rate of approximately 9.2%. 
On that date, the Corporation's total floating rate debt, including the accounts
receivable sale program, exceeded related interest rate exchange agreements by
approximately $1.4 billion.  Interest rate exchange agreements of $400 million
expired in 1995 and another $50 million of these agreements are due to expire in
November.

As previously reported in the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, the Corporation's Board of Directors   
authorized management to make purchases of the Corporation's common stock on the
open market or in private transactions.  Purchases will be made from time to
time using available cash provided that total debt, including the accounts
receivable sale program, is less than $5.5 billion after funding all other cash
requirements of the Corporation.  As of September 30, 1995, no purchases had
been made.

As of September 30, 1995, the Corporation had registered for sale up to $250
million of debt securities under a shelf registration statement filed with the
Securities and Exchange Commission.

In 1995, 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 and
interest payments.


Other

For a discussion of other commitments and contingencies, refer to Note 10 of the
Notes to Financial Statements.


<PAGE>   16

                          PART II - OTHER INFORMATION

                          GEORGIA-PACIFIC CORPORATION
                               September 30, 1995


ITEM 1.   LEGAL PROCEEDINGS

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

As last reported in the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, the EPA filed a Complaint and Compliance Order
("Order") against the Corporation on September 30, 1994, for alleged
violations of the Resource Conservation and Recovery Act at its Brunswick,
Georgia, pulp and paper mill.  The Order alleged disposal of black liquor
without a permit, treatment of wastewater from accumulated lime mud without a
permit, and failure to respond to a spill of sulfuric acid in a manner adequate
to minimize the flow of hazardous waste.  This matter was settled by Consent
Agreement and Consent Order dated September 29, 1995, pursuant to which the
Corporation paid a penalty of $127,168.50 and is obligated to perform certain
cleanup tasks, for which the current cost estimate is not considered material
to the Corporation.

ITEM 5.   OTHER INFORMATION.

On November 9, 1995, the Corporation and Domtar Inc. announced that they had
executed agreements pursuant to which the Corporation will purchase Domtar's
gypsum wallboard business for $350 million in cash.  Domtar's gypsum business
includes nine U.S. and four Canadian wallboard manufacturing plants, and one
gypsum paperboard plant.  The acquisition is subject to compliance with U.S.
and Canadian antitrust laws and other regulatory approvals.  The Corporation
anticipates the transaction will be closed in the first quarter 1996.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               Exhibit 2.1    Asset Purchase Agreement between Domtar Inc. and
                              Georgia-Pacific Corporation dated November 8,
                              1995.

               Exhibit 2.2    Share Purchase Agreement between Domtar Industries
                              Inc., Domtar Gypsum Inc., Domtar Inc. and Georgia-
                              Pacific Corporation dated November 8, 1995.

               Exhibit 11     Statements of Computation of Per Share Earnings.

               Exhibit 27     Financial Data Schedule (for SEC use only).


<PAGE>   17
                                   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:  November 10, 1995           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>   18


                          GEORGIA-PACIFIC CORPORATION

                               INDEX TO EXHIBITS
                        FILED WITH THE QUARTERLY REPORT
                              ON FORM 10-Q FOR THE
                        QUARTER ENDED SEPTEMBER 30, 1995


Number              Description

2.1                 Asset Purchase Agreement between Domtar Inc. and Georgia-
                    Pacific Corporation dated November 8, 1995. (1)

2.2                 Share Purchase Agreement between Domtar Industries Inc.,
                    Domtar Gypsum Inc., Domtar Inc. and Georgia-Pacific
                    Corporation dated November 8, 1995. (1)

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

27                  Financial Data Schedule (for SEC use only). (1)

__________________
(1)  Filed by EDGAR