8-K

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                               October 17, 1996
                                         --
                                (Date of Report)


                          GEORGIA-PACIFIC CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                                    GEORGIA
                            (State of Incorporation)

                                     1-3506
                            (Commission File Number)

                                   93-0432081
                      (IRS Employer Identification Number)

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

                                 (404) 652-4000
              (Registrant's Telephone Number, including area code)

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Item 5.  Other Events.
- -------  ------------
                                                 
From time to time, "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 are made by, or on behalf of,
Georgia-Pacific Corporation (the "Corporation").  Such statements reflect
management's expectations at the times such statements are made, and can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate" or "continue," the negative of such
terms, or other variations or comparable terminology.  The Corporation is filing
as Exhibit 99 to this Current Report on Form 8-K a cautionary statement
identifying important factors, risks and uncertainties that could cause the
Corporation's actual results to differ materially from those contained in such
forward-looking statements.

Item 7.  Financial Statements and Exhibits.
- -------  ----------------------------------
                                                 
The following is filed as an Exhibit to this Report.

Exhibit No.        Description
- -----------        -----------
                                                 
    99             Cautionary Statement for Purposes of the "Safe Harbor"
                   Provisions of the Private Securities Litigation
                   Reform Act of 1995.


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                                   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 hereunto duly authorized.

DATED:  October 17, 1996.
                  --


                                  GEORGIA-PACIFIC CORPORATION



                                  By /s/ James F. Kelley
                                     ---------------------------

                                    James F. Kelley
                                    Senior Vice President - Law

EX-99

                                                                      EXHIBIT 99

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



    Georgia-Pacific Corporation (the "Corporation") desires to take advantage
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995 and is filing this Current Report on Form 8-K in order to do so.  Many
of the important factors discussed below have been discussed in the
Corporation's prior SEC filings.

    The Corporation wishes to caution readers that the following important
factors, among others, in some cases have affected, and in the future could
affect, the Corporation's actual financial results, and could cause the
Corporation's actual consolidated results for the fourth quarter of 1996, and
for subsequent quarterly and annual accounting periods, to differ materially
from those expressed in any forward-looking statements made by, or on behalf
of, the Corporation:

- --  With respect to the Corporation's Building Products business, variations in
the level of housing starts in the U.S. as a whole and in local building
markets; the level of repairs, remodeling and additions to existing homes;
changes in industrial markets; commercial building activity; and the
availability and cost of financing.

- --  With respect to the Corporation's Pulp and Paper business, the level of
economic activity in U.S. and export markets, customer and producer inventory
levels at any particular time, and fluctuations in currency exchange rates.

- --  For both Building Products and Pulp and Paper products, changes in the
productive capacity of the Corporation and other producers in the U.S. and in
foreign countries.

- --  The supply and cost of wood fiber in the U.S. and in foreign countries,
which in turn is impacted by industry demand, government restrictions on timber
harvesting on federal lands, and other federal and state regulations.

- --  Increased availability of Canadian lumber imports, which may place downward
pressure on log and finished lumber prices in the U.S.

- --  The level of costs incurred in connection with initiatives to change and
improve certain administrative and logistical processes in the Corporation's
Distribution Division.

- --  The ability of the Corporation to achieve expected returns on numerous
capital projects, which depends on the Corporation's ability to control the cost
of, and to realize productivity and product quality improvements and per unit
production cost decreases expected from, such projects.

- --  The ability of the Corporation to eliminate many functions and associated
positions that currently are a part of the Corporation's overhead costs.

- --  The realization of projected savings from numerous investments in systems,
operations and cost reduction programs.

- --  The ability of the Corporation to execute its strategy as a low-cost
producer of its products.

- --  The Corporation's actions in response to intense competition within the
forest products industry.

- --  Various legal proceedings to which the Corporation is, or in the future may
become, a party.  As is the case with other companies in similar industries, the
Corporation in particular faces exposure from actual or potential claims and
lawsuits involving environmental matters.  For example, the Corporation
currently is defending lawsuits and claims of numerous plaintiffs who allege
that they have suffered personal injury as a result of exposure to asbestos-
containing products.

- --  The effects on the Corporation (especially on its capital investment
requirements) of environmental and pollution control laws and regulations in all
jurisdictions in which the Corporation operates.

- --  The effects on the Corporation's reported consolidated cash flow, results of
operations and financial position of (i) changes in tax, securities  and other
laws and regulations, (ii) changes in the pronouncements of the Financial
Accounting Standards Board, and (iii) periodic adjustment by the Corporation, in
accordance with generally accepted accounting principles, of various estimates
used in the preparation of its consolidated financial statements.