<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Fiscal Year Ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
133 Peachtree Street, N.E., Atlanta, Georgia 30303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 652-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock ($.80 par value) New York Stock Exchange
Junior Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
<PAGE>
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
24 Powers of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ A. D. Correll
(A. D. Correll,
Chairman, Chief Executive
Officer and President)
Date: March 17, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
As Officers or Directors of GEORGIA-PACIFIC CORPORATION
/s/ A. D. Correll Director, Chairman, Chief March 17, 1997
Executive Officer and President
- ---------------------
(A. D. Correll) (Principal Executive Officer)
/s /John F. McGovern Executive Vice President-Finance March 17, 1997
and Chief Financial Officer
- ---------------------
(John F. McGovern) (Principal Financial Officer)
/s/ James E. Terrell Vice President and Controller March 17, 1997
(Principal Accounting Officer)
- ---------------------
(James E. Terrell)
* Director March 17, 1997
(Robert Carswell)
* Director March 17, 1997
(Jane Evans)
* Director March 17, 1997
(Donald V. Fites)
* Director March 17, 1997
(Harvey C. Fruehauf, Jr.)
* Director March 17, 1997
(Richard V. Giordano)
* Director March 17, 1997
(David R. Goode)
* Director March 17, 1997
(T. Marshall Hahn, Jr.)
* Director March 17, 1997
(M. Douglas Ivester)
* Director March 17, 1997
(Francis Jungers)
* Director March 17, 1997
(Louis W. Sullivan)
* Director March 17, 1997
(James B. Williams)
*By/s/ James F. Kelley
(James F. Kelley)
*As Attorney-in-Fact for the Directors or Officers by whose names an asterisk
appears.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ A. D. CORRELL
_____________________
A. D. CORRELL
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ W. E. BABIN
______________________
W. E. BABIN
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JAMES E. BOSTIC, JR.
_________________________
JAMES E. BOSTIC, JR.
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ GERARD R. BRANDT
_________________________
GERARD R. BRANDT
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ DONALD L. GLASS
_____________________________
DONALD L. GLASS
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JAMES F. KELLEY
________________________
JAMES F. KELLEY
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ CLINT M. KENNEDY
____________________________
CLINT M. KENNEDY
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ MAURICE W. KRING
__________________________
MAURICE W. KRING
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ GEORGE A. MACCONNELL
_____________________________
GEORGE A. MACCONNELL
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JOHN F. MCGOVERN
_________________________
JOHN F. MCGOVERN
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ DAVIS K. MORTENSEN
_________________________
DAVIS K. MORTENSEN
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JOHN F. RASOR
_______________________
JOHN F. RASOR
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ LEE M. THOMAS
_______________________
LEE M. THOMAS
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JAMES E. TERRELL
_________________________
JAMES E. TERRELL
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ ROBERT CARSWELL
_______________________
ROBERT CARSWELL
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JANE EVANS
_____________________
JANE EVANS
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ DONALD V. FITES
______________________
DONALD V. FITES
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ HARVEY C. FRUEHAUF, JR.
_____________________________
HARVEY C. FRUEHAUF, JR.
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ RICHARD V. GIORDANO
____________________________
RICHARD V. GIORDANO
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ DAVID R. GOODE
__________________________
DAVID R. GOODE
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ T. MARSHALL HAHN, JR.
____________________________
T. MARSHALL HAHN, JR.
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ M. DOUGLAS IVESTER
___________________________
M. DOUGLAS IVESTER
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ FRANCIS JUNGERS
________________________
FRANCIS JUNGERS
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ LOUIS W. SULLIVAN
________________________
LOUIS W. SULLIVAN
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive Plan)
filed with the Securities and Exchange Commission (the "Commission"), and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) any other reports or registration
statements to be filed by the Corporation with the Commission and/or any
national securities exchange under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such reports or registration
statements or reports or amendments thereto; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys-in-fact and agents may deem necessary or advisable to
enable this Corporation to comply with the securities laws of the United States
and of any State or other political subdivision thereof; hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any one of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JAMES B. WILLIAMS
__________________________
JAMES B. WILLIAMS
