Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GIORDANO RICHARD V
   2. Issuer Name and Ticker or Trading Symbol
GEORGIA PACIFIC CORP [GP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
133 PEACHTREE STREET, N.E.		 3. Date of Earliest Transaction (Month/Day/Year)
12/23/2005
(Street)

ATLANTA, GA 30303		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Georgia-Pacific Common Stock 12/23/2005   D   19,469 D $ 48 (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (2) 12/23/2005   D     2,595.904   (3)   (3) Georgia-Pacific Common Stock 2,595.904 $ 48 0 D  
GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2002 $ 15.22 12/23/2005   D     8,200   (4) 01/31/2013 Georgia-Pacific Common Stock 8,200 $ 32.78 0 D  
GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2002 $ 24.8 12/23/2005   D     4,000   (5) 02/01/2012 Georgia-Pacific Common Stock 4,000 $ 23.2 0 D  
GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2004 $ 28.1 12/23/2005   D     3,407   (6) 02/01/2014 Georgia-Pacific Common Stock 3,407 $ 19.9 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GIORDANO RICHARD V
133 PEACHTREE STREET, N.E.
ATLANTA, GA 30303		   X      

Signatures

 By: Keith L. Belknap, Attorney-in-Fact For: RICHARD V. GIORDANO   12/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted stock that vested in connection with that certain merger agreement, dated as of November 13, 2005, between Koch Industries, Inc., Koch Forest Products, Inc. and Georgia-Pacific Corporation (the "Merger Agreement"). Such shares were disposed of for a cash payment of $48 per share, pursuant to the Merger Agreement.
(2) Each deferred stock unit issued under the Georgia-Pacific Corporation Outside Director Deferred Stock Unit Plan (the "Stock Unit Plan") is equivalent in value as of the date of issuance to one share of Georgia-Pacific Corporation common stock.
(3) The value of each deferred stock unit will track the value of a single share of Georgia-Pacific common stock. The deferred stock units acquired under the Stock Unit Plan is expected to be settled in a lump sum cash payment not later than 30 days following the effective date of the merger.
(4) This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning January 31, 2004, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement.
(5) This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning February 1, 2003, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement.
(6) This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning February 1, 2005, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement.

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