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                                                                     EXHIBIT 4.6


                         SECOND SUPPLEMENTAL INDENTURE

     SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture") dated
as of February 19, 2001, by and among Georgia-Pacific Corporation, a Georgia
corporation (the "Guarantor"), Fort James Corporation, a Virginia corporation
(the "Company"), a wholly-owned subsidiary of the Guarantor and The Bank of New
York, a banking corporation duly organized and existing under the laws of the
State of New York (the "Trustee"), as trustee under the Indenture referred to
below.

                                  WITNESSETH:

          WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture") dated as of November 1, 1991, as
supplemented by the First Supplemental Indenture, dated as of September 19,
1997, pursuant to which one or more series of unsecured debentures, securities
or other evidences of indebtedness of the Company (the "Securities") may be
issued from time to time;

          WHEREAS Section 901 of the Indenture provides that, without the
consent of any Holders of Securities or coupons, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into an indenture supplemental to the Indenture making any provision with
respect to matters or questions arising under the Indenture, provided that such
actions shall not adversely affect the interests of the Holders of Securities or
any related coupons in any material respect; and

          WHEREAS pursuant to the foregoing authority, the Company desires to
amend and supplement the Indenture in certain respects;

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor, the Company and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Securities as follows:

          1.  Agreement to Guarantee.  Subject to the provisions hereof, the
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Guarantor hereby fully and unconditionally guarantees (the "Guarantee") to each
Holder of the Securities and to the Trustee on behalf of the Holders: (i) the
due and punctual payment of the principal of, premium, if any, on and interest
on each Security, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal of and interest, if any, on the Securities, to the
extent lawful and the due and punctual performance of all other Obligations of
Company to the Holders or the Trustee, all in accordance with the terms of such
Security and the Indenture and (ii) in the case of any extension of time of
payment or renewal of any Securities or any of such other Obligations, that the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, at Stated Maturity, by acceleration or
otherwise.

          The Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger or bankruptcy of the
Company, any right to require a proceeding first against the Company, the
benefit of discussion, protest or notice with respect to any such Security or
the debt evidenced thereby and all demands whatsoever (except as specified
above), and covenants that this Guarantee will not be discharged as to any such
Security except by payment in full of the principal thereof and interest thereon
and as provided in
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Sections 1401, 1402 and 1403 of the Indenture and in "Release of Guarantee"
contained herein. In the event of any declaration of acceleration of such
Obligations as provided in Article V of the Indenture, such Obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantor
for the purposes of this Guarantee. In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article V of the
Indenture, the Trustee may promptly make a demand for payment on the Securities
under this Guarantee as provided herein.

          If the Trustee or the Holder is required by any court or otherwise to
return to the Company or the Guarantor, or any custodian, receiver, liquidator,
trustee, sequestrator or other similar official acting in relation to Company or
the Guarantor, any amount paid to the Trustee or such Holder in respect of a
Security, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.  The Guarantor further agrees, to the
fullest extent that it may lawfully do so, that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article V of the
Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunctions or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the Obligations guaranteed hereby.

          The Guarantor hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of its obligations under this
Guarantee and the Indenture, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of the Holders against the Company
or any collateral which any such Holder or the Trustee on behalf of such Holder
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract,  statute or common law, including, without limitation, the
right to take or receive from the Company, directly or indirectly in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim or other rights.  If any such amount shall be paid to a
Guarantor in violation of the preceding sentence and the principal of, premium,
if any, and accrued interest on the Securities shall not have been paid in full,
such amount shall be deemed to have been paid to such Guarantor for the benefit
of and held in trust for the benefit of, the Holders, and shall forthwith be
paid to the Trustee for the benefit of the Holders to be credited and applied
upon the principal of, premium, if any, and accrued interest on the Securities.
The Guarantor acknowledges that it will receive direct and indirect benefits
from the issuance of the Guarantee and that the waivers set forth in this
Guarantee are knowingly made in contemplating of such benefits.

          Obligations Unconditional.  Nothing contained herein or elsewhere in
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the Indenture or in the Securities is intended to or shall impair, as among any
Guarantor and the Holders of the Securities, the obligation of such Guarantor,
which is absolute and unconditional, upon failure by the Company, to pay to the
Holders of the Securities the principal of, premium, if any, and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of such Guarantor, nor shall anything herein or therein
prevent any Holder or the Trustee on their behalf from exercising all remedies
otherwise permitted by applicable law upon default under the Indenture.

          Without limiting the foregoing, nothing contained herein will restrict
the right of the Trustee or the Holders to take any action to declare the
Guarantee to be due and payable prior

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to the Stated Maturity of any Securities pursuant to Section 502 of the
Indenture or to pursue any rights or remedies hereunder or under the Indenture.

          Release of Guarantee.  The Guarantee issued by the Guarantor will be
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automatically and unconditionally released and discharged upon (i) the Guarantor
no longer being required to file periodic reports under the Exchange Act of
1934, as amended (other than any requirement to file due to the existence of
this Guarantee) or (ii) such time, if any, as the Company ceases to be, directly
or indirectly, a wholly owned subsidiary of the Guarantor.

          Notice to Trustee.  A Guarantor shall give prompt written notice to
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the Trustee of any fact known to such Guarantor which would prohibit the making
of any payment to or by the Trustee in respect of the Guarantee pursuant to the
provisions of this Guarantee.


          2.  Ratification of Indenture; Second Supplemental Indentures Part of
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Indenture.  Except as expressly amended hereby, the Indenture is in all respects
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ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect.  This Second Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.

          3.  Governing Law.  THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

          4.  Trustee Makes No Representation.  The Trustee makes no
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representation as to be validity or sufficiency of this Second Supplemental
Indenture.

          5.  Counterparts.  The parties may sign any number of copies of this
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Second Supplemental Indenture.  Each signed copy shall be an original, but all
of them together represent the same agreement.

          6.  Effect of headings.  The Section headings herein are for
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convenience only and shall not effect the construction thereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.


                                  FORT JAMES CORPORATION

                                  By: /s/
                                      ---------------------------------
                                      Name:
                                      Title:


                                  By: /s/
                                      ---------------------------------
                                      Name:
                                      Title:


                                  GEORGIA-PACIFIC CORPORATION, as Guarantor

                                  By: /s/
                                      ---------------------------------
                                      Name:
                                      Title:


                                  By: /s/
                                      ---------------------------------
                                      Name:
                                      Title:


                                  THE BANK OF NEW YORK, as Trustee

                                  By: /s/
                                      ---------------------------------
                                      Name:
                                      Title:


                                  By: /s/
                                      ---------------------------------
                                      Name:
                                      Title:

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