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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)

Title of each class of securities to which transaction applies:

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2)

Aggregate number of securities to which transaction applies:

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3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

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4)

Proposed maximum aggregate value of transaction:

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5)

Total fee paid:

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

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2)

Form, Schedule or Registration Statement No.:

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3)

Filing Party:

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4)

Date Filed:

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Sincerely,

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(1)

Elect 4 members of the Board of Directors.

(2)

Consider and act on a shareholder proposal, if properly presented at the meeting, requesting that Georgia-Pacific endorse the CERES Principles.

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(1)

Internet — use the Internet address on the proxy card

(2)

Telephone — use the toll-free number on the proxy card

(3)

Mail — mark, sign, and date the proxy card and return it in the enclosed postage-paid envelope

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Q: Who

is entitled to vote?

A: Georgia-Pacific

shareholders of record as of the close of business on March 13, 2002 are entitled to vote at the Annual Meeting.

Q: What

will I likely be voting on?

A: There

are 2 proposals scheduled to be voted on at the Annual Meeting:

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the election of directors; and

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a shareholder proposal requiring the Company to endorse the CERES Principles.

Q: When

and where is the Annual Meeting?

A: The

Annual Meeting is scheduled to begin at 11:00 a.m. on Tuesday, May 7, 2002, at the Radisson Riverfront Hotel, 2 Tenth Street, in Augusta, Georgia.

Q: What

are the Board’s recommendations?

A: In

summary, the Board of Directors recommends a vote:

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FOR the election of the nominated slate of directors (see pages 4–7); and

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AGAINST the endorsement of the CERES Principles (see pages 25–27).

Q: How

many votes are needed to approve each item?

A: The

affirmative vote of a plurality of the votes cast by the shares entitled to vote at the Annual Meeting is required to elect each director.

Q: How

will votes be counted and how will abstentions and broker or other nominee non-votes be treated?

A: Unless

you give other instructions, the persons named as proxies on the enclosed proxy card will vote in accordance with the recommendation of the Board of Directors. Accordingly, if no specification is made, shares properly represented by proxies will be voted “FOR” the director nominees named in Proposal No. 1 and “AGAINST” Proposal No. 2.

Q: How

will voting on any other business be conducted?

A: If

any matter other than those currently scheduled to be voted on is properly raised and presented at the Annual Meeting, your vote gives authority to the persons named on the proxy card to vote on any such matter in their discretion. To the extent any other matter is voted on, generally the votes cast in favor of the matter must exceed those cast in opposition in order for the matter to be approved.

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Q: How

many votes is each share entitled to?

A: Each

share of Georgia-Pacific common stock is entitled to one vote.

Q: How

do I vote?

A: You

may vote:

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by attending the Annual Meeting;

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via the Internet at http://eproxyvote.com/gp;

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by telephone at 1-877-PRX-VOTE (1-877-779-8683) as directed on your proxy card; or

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by completing and mailing your proxy card.

Q: Can

I change my vote?

A: Yes.

You may revoke your proxy by submitting a new proxy by one of the methods described in the previous question and answer, or by sending a written request to change your vote that must be received by our Secretary prior to the Annual Meeting. Giving your proxy does not deprive you of your right to vote in person should you attend the Annual Meeting.

Q: Who

will tabulate the votes?

A: EquiServe

Trust Company, N.A. will tabulate the votes and act as inspector of election.

Q: How

many votes does Georgia-Pacific need in order to hold the meeting?

A: As

of the record date, March 13, 2002, 230,203,993 shares of common stock of Georgia-Pacific were outstanding. Accordingly, the total number of possible votes is 230,203,993. A number of votes equal to or greater than a majority of the possible votes, or 115,101,997 (including abstentions), will constitute a quorum. No business may be transacted at the Annual Meeting without a quorum. If you are present at the Annual Meeting in person or by proxy, or vote by proxy card, telephone or the Internet, you will be considered part of the quorum.

Q: Is

my vote confidential?

A: Proxy

cards, ballots and voting tabulations that identify individual shareholders are mailed or returned directly to EquiServe Trust Company, and handled in a manner that protects your privacy. Your vote will not be disclosed except: (1) as needed to permit EquiServe to tabulate and certify the vote; (2) as required by law; (3) if we determine in good faith that a bona fide dispute exists as to the accuracy or authenticity of a proxy, ballot or vote; or (4) in the event of a proxy contest, unless all parties to the contest agree to follow Georgia-Pacific’s confidentiality policy.

Q: What

does it mean if I get more than one proxy card?

A: You

may receive a proxy card for each account that you have, including shares held by the trustee in the Company’s dividend reinvestment plan or any employee benefit plan. Please vote by proxy for all accounts to ensure that all of your shares are voted. The proxy card (or cards) you receive represents all of the shares you are entitled to vote. If you wish to consolidate multiple accounts, please contact our transfer agent, EquiServe Trust Company, at 1-800-519-3111.

Q: How

will shares in Georgia-Pacific employee benefit plans be voted?

A: Shares

held in our benefit plans that are entitled to vote will be voted pursuant to your instructions, except they are voted by the trustee. Shares held in any employee benefit plan that are entitled to vote but do not vote will not be counted. You must instruct the trustee to vote your shares by utilizing the voting methods described above; namely, by the Internet, by telephone or by completing and mailing your proxy card.

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Q: When

are shareholder proposals intended for inclusion in next year’s Annual Meeting Proxy Statement due?

A: The

deadline for receipt of shareholder proposals intended to be included in the proxy statement or otherwise for next year’s annual meeting is the close of business on December 2, 2002. They must be submitted in writing to Kenneth F. Khoury, Vice President, Deputy General Counsel and Secretary, Georgia-Pacific Corporation, 133 Peachtree Street, N.E., Atlanta, Georgia 30303.

Q: What

if I do not meet the deadline for including a proposal in the proxy statement for next year’s annual meeting?

A: Proposals

not included in the proxy statement for next year’s annual meeting may still be presented directly at the meeting. However, management will be able to vote proxies in its discretion on any such proposal if Georgia-Pacific: (1) receives notice of the proposal before the close of business on February 15, 2003, and advises shareholders in the annual meeting proxy statement about the nature of the matter and how management intends to vote on such matter; or (2) does not receive notice of the proposal prior to the close of business on February 15, 2003. Notices of intention to present proposals at next year’s annual meeting should be addressed to Kenneth F. Khoury, Vice President, Deputy General Counsel and Secretary, Georgia-Pacific Corporation, 133 Peachtree Street, N.E., Atlanta, Georgia 30303.

Q: Who

are the proxy solicitors and what are the solicitation expenses?

A: We

have hired D.F. King & Co., Inc. to solicit proxies for $10,000, plus its costs to assist in the distribution of proxy material and solicitation of votes by mail, telephone, facsimile or personal meetings. Our officers, directors and employees may also assist with solicitation efforts.

Q: May

I access this year’s proxy statement and annual report via the Internet?

A: Yes.

This proxy statement and our 2001 Annual Report on Form 10-K are available by accessing the Investor Information section on our Internet site at http://www.gp.com. In addition, most shareholders can elect to receive future proxy statements, annual reports and proxy cards over the Internet instead of receiving paper copies in the mail. Links will be provided to elect this option if you vote on the Internet in accordance with the instructions on your proxy card.

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Q: How

is Georgia-Pacific managed?

A: We

are managed by a core group of officers who are governed by a Board of Directors, the number of which is currently set at 12 members by our Bylaws. Our Bylaws divide the Board into 3 classes of approximately equal size with each class being elected for three years.

Q: How

does the Board of Directors operate?

A: Our

Board has adopted a set of policies and procedures that govern its composition and operation as well as that of its committees.

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qualifications and term of directors;

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responsibilities and operations of committees of the Board;

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capital appropriations and operating plans;

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development, performance assessment and succession planning of management; and

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annual Board self-assessment.

Q: What

are the significant policies and procedures governing executive officers and the Board?

A: There

are a number of policies under which our executive officers and Board operate. The significant ones are summarized below.

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Under our Code of Business Conduct, no executive officer may have a substantial interest in businesses other than Georgia-Pacific or own more than 1% of the equity of a Georgia-Pacific supplier.

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A majority of our directors and all of the members of our Audit and Compensation Committees must not be employees of Georgia-Pacific.

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A director should offer to resign:

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in the event of prolonged ill-health, or

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after a change in principal employment.

Q: What

are non-employee directors paid each year?

A: Each

director’s compensation consists of:

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$40,000 in cash;

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a restricted stock grant of Georgia-Pacific stock worth $40,000 on the date of grant; and

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group term life insurance in the amount of $50,000.

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shares of Georgia-Pacific stock; or

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a promissory note with a floating interest rate equal to ¾% over the six-month Treasury Bill rate.

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Members are James S. Balloun, David R. Goode (Chairman) and Louis W. Sullivan.

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Met 5 times in 2001.

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Reviews financial statements and periodic filings with the SEC and discusses them with management.

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Reviews the scope and results of the audit of our financial statements by our independent accountants, including significant changes in accounting principles and practices, significant proposed adjustments and disagreements with management, if any.

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Reviews policies and meets with management to assess whether Georgia-Pacific is in material compliance with applicable laws and regulations.

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Reviews controls to prevent and detect employee conflicts of interest, misconduct and fraud.

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Reviews the scope and adequacy of internal controls and the results of certain examinations performed by the Internal Audit Department.

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Recommends independent accountants and reviews their services, independence and fees.

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Consists of members who are independent, as defined by The New York Stock Exchange, Inc. listing standards.

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Members are Worley H. Clark, Jr., Jane Evans, Donald V. Fites (Chairman) and Richard V. Giordano.

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Met 5 times in 2001.

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Evaluates the annual performance of Georgia-Pacific’s executive officers.

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Determines officer salaries.

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Administers compensation programs, including:

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designing officer and other employee compensation plans;

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making stock grants and awards to officers and other employees; and

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setting performance targets for officers and other employees.

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Members are Barbara L. Bowles, M. Douglas Ivester, James B. Williams (Chairman) and John D. Zeglis.

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Met 5 times in 2001.

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Reviews financial plans and major financings.

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Reviews management policies regarding borrowing, leasing, acquisitions, dispositions, and capital expenditures.

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Recommends dividends.

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Members are Donald V. Fites, Richard V. Giordano (Chairman), David R. Goode and James B. Williams.

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Met 13 times in 2001.

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If necessary, exercises the power of the full Board between meetings except for certain fundamental transactions and matters of corporate governance.

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Reviews corporate governance issues, including the composition, work, organization and compensation of the Board and its committees.

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Conducts an annual evaluation of the performance of the Board as a whole.

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Considers and recommends nominees for election as directors but will accept and consider recommendations from shareholders subject to the requirements described in the following paragraph.

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the name and address of record of the nominating shareholder;

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a representation that the shareholder is a record shareholder;

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a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person specified in the notice;

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the class and number of shares held of record, owned beneficially, represented by proxy, by the shareholder, and each proposed nominee;

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the name, age, business and residential address, and principal occupation or employment of each proposed nominee;

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a description of all arrangements or understandings between the shareholder and each proposed nominee;

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any other information regarding each nominee that is required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission; and

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the written consent of each proposed nominee to serve as a director if so elected.

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base salaries;

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annual cash bonuses for achieving annual corporate and business unit goals; and

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long-term, stock-based incentives consisting of stock options, performance rights and/or restricted stock.

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actual performance compared to targeted performance of business units, divisions or segments for the plan year; and

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actions taken by business units, divisions or segments to increase EVA in future years.

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Financial results at Georgia-Pacific, including:

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EVA of Georgia-Pacific for 2001 that ranked at the 68th percentile of all companies in our peer group; and

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Free cash flow results that exceeded our plan for the year.

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The successful integration of Fort James Corporation (acquired in late 2000);

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Successful merger of The Timber Company into Plum Creek, thereby realizing substantial value for shareholders of The Timber Company;

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Sustained efforts and development of a major transformation strategy to redirect the focus of Georgia-Pacific away from commodities and into consumer/branded products;

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Sale of various assets (commercial tissue and uncoated free sheet mills) that contributed to debt reduction in excess of our plan;

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Aggressive leadership in areas of interest to Georgia­Pacific’s diverse constituency;

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Building a strong management team;

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Maintaining a safe working environment; and

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Environmental stewardship.

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Georgia-Pacific’s failure to meet its overall business plan for earnings; and

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The decline in Georgia-Pacific’s stock price during 2001 and over the past three years, and resulting loss of value to our shareholders.

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(1)

Reflects bonuses paid under the EVIP, as described on page 13. Based on the Company’s financial performance in 2001, Messrs. Correll, Thomas and Huff were each eligible to receive a cash bonus under our EVIP, however, the Compensation Committee determined that no such bonuses should be paid. See note 4 below and “Compensation Committee Report.”

(2)

Other annual compensation consists of annual compensation not properly categorized as salary or bonus. Other annual compensation in 2001 for Mr. Correll includes accounting and tax preparation fees of $25,000. Other annual compensation for Mr. Paul consists of personal use of corporate aircraft of $139,758.

(3)

In connection with the merger of The Timber Company and Plum Creek Timber Company, outstanding options to purchase shares of Timber Company common stock became fully vested and were converted into options to purchase shares of Plum Creek common stock. Both the number of shares subject to such outstanding options and the exercise prices of such outstanding options were adjusted in the conversion based on the exchange ratio of 1.37 shares of Plum Creek common stock for each share of Timber Company common stock.

(4)

Includes the value of stock option grants made by the Compensation Committee in 2002 to Messrs. Thomas and Huff in lieu of cash bonus awards under our EVIP. The Option award amounts and the value of such amounts based on the Black-Scholes method of valuation are as follows: Mr. Thomas—59,950 shares with value of $556,000 and Mr. Huff—41,850 shares with value of $409,000. Also includes G-P contributions in 2001 to G-P’s Salaried 401(k) Plan and premiums for term life insurance (“TLI”):

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(1)

All option grants during fiscal year 2001 were of options to acquire shares of Georgia-Pacific common stock.

(2)

Grants were made on January 29, 2001 and vest annually over 3 years at rates of 34%, 33% and 33% on the anniversary date of the grant. In the event of a change of control, these options become fully vested and are immediately exercisable for the remainder of their term.

(3)

A total of 2,027,800 stock options was granted in 2001.

(4)

Value was established by using the Black-Scholes Valuation Model. The actual value, if any, depends on the market value of the underlying stock at a future date. Significant assumptions used for this calculation are shown below:

(5)

These values are for illustrative purposes only.

(1)

In connection with the merger of The Timber Company and Plum Creek Timber Company, outstanding options to purchase shares of Timber Company common stock were converted into options to purchase shares of Plum Creek common stock. Accordingly, at fiscal year-end, there were no longer any outstanding options to acquire shares of Timber Company common stock. See Note 3 to the Summary Compensation Table on page 17. This table does not reflect any exercises of options to acquire shares of Plum Creek common stock that may have occurred following the merger.

(2)

Represents the amount by which the closing price on December 31, 2001 ($27.61) exceeded the exercise prices of unexercised options.

(3)

Represents the number of shares acquired and amounts realized by Mr. Thomas on the exercise of options to purchase shares of Timber Company common stock prior to the merger of The Timber Company and Plum Creek Timber Company.

(4)

Represents the number of shares acquired and amounts realized by Mr. Kelley on the exercise of options to purchase shares of Timber Company common stock prior to the merger of The Timber Company and Plum Creek Timber Company.

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(1)  Performance

rights grants pursuant to the Georgia-Pacific LTIP in January 2001.

(2)  The

period for each grant began on January 1, 2001 and ends on the date indicated in the above chart.

(3)

If the performance goals are met, awards are made in stock at the end of the performance period. The actual amount of any award of stock is determined by Georgia-Pacific’s percentile total shareholder return as compared to selected companies in the Standard & Poor’s Paper and Forest Products Index (except Georgia-Pacific) and the Standard and Poor’s Household Products (nondurables) Index. For the above grant, those percentile performance targets are:

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Threshold               30th percentile

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Target                     54th percentile

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Maximum             100th percentile

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n

involuntarily for other than cause, death or disability,

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voluntarily following an adverse change in such officer’s position, authority, duties or responsibilities, or

n

voluntarily following specified changes in the place of such officer’s employment,

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a multiple (not to exceed 3) of the sum of annual salary and the average of (up to 3) the most recent annual bonus awards,

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any federal excise and related income tax payments payable by the officer as a result of the agreement, and

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employer contributions, and interest thereon, that would have been made under Georgia-Pacific’s Salaried Pension Plan and Salaried 401(k) Plan.

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annually for life, 50% of average of last 4 years salary, including bonuses; and

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annually for surviving spouse’s life, 50% of amount payable to officer.

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actuarially equivalent (to Alternative 1) amounts made in equal monthly payments:

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for officer’s and surviving spouse’s life; or

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for 120 months.

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*

Benefits reduced proportionally for service under 15 years

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(1)

“Compensation” for these purposes means only base salary (including salary deferred as before-tax contributions to the 401(k) Plan) and annual incentive bonuses, if any, and excludes any other cash or non-cash compensation items.

(2)

Represents the formula benefit at the normal retirement age of 65 under the Retirement Agreement, based on average annual compensation during the period 1998-2001.

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*

Less than 1 percent.

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(1)  According

to a Schedule 13G filed with the SEC and subject to the qualifications therein.

(2)  In

addition to the shares beneficially owned, the following directors have elected to defer payment of a portion of the directors’ fees paid or payable to them, with such amounts to earn a return to be determined as if they had been invested in our common stock. The deferred compensation account of the directors listed below included amounts equivalent to the number and class of shares of common stock listed opposite their names:

(3)

Includes the following number of restricted shares received under the Outside Directors Stock Plan:

(4)  Includes

the following number of shares as to which the following directors have the right to acquire beneficial ownership through the exercise of stock options under the Fort James Corporation Stock Option Plan for Outside Directors:

(5)

Includes the following number of shares as to which the following executive officers have the right to acquire beneficial ownership through the exercise of stock options:

(6)

Includes, as of March 1, 2002, an aggregate of 592,250 shares of Georgia-Pacific common stock, including restricted stock and stock which may be acquired through the exercise of stock options, of which our executive officers (other than Messrs. Correll, Thomas, Paul, Kelley and Huff) have beneficial ownership.

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*  Assumes

that the value of the investment in Georgia-Pacific Group Stock and each index was $100 on December 17, 1997 and that all dividends were reinvested.

**  As

reported by Bloomberg L.P.

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