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 *
KELLEY JAMES F
  2. Issuer Name and Ticker or Trading Symbol
GEORGIA PACIFIC CORP [GP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and General Counsel
(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   1,872 D $ 48 (1) 0 D  
Georgia-Pacific Common Stock               0.0001 I through G-P S&CGP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
EMPLOYEE STOCK OPTION (right to buy GP) - 1997 SVIP $ 26.42 12/23/2005   D     33,000   (2) 02/02/2007 Georgia-Pacific Common Stock 33,000 $ 21.58 0 D  
EMPLOYEE STOCK OPTION (right to buy GP) - 1998 LTIP $ 28.21 12/23/2005   D     19,932   (3) 01/28/2008 Georgia-Pacific Common Stock 19,932 $ 19.79 0 D  
EMPLOYEE STOCK OPTION (right to buy GP) - 1999 LTIP $ 32.17 12/23/2005   D     23,800   (4) 01/27/2009 Georgia-Pacific Common Stock 23,800 $ 15.83 0 D  
EMPLOYEE STOCK OPTION (right to buy GP) - 2000 LTIP $ 41.59 12/23/2005   D     22,500   (5) 01/20/2010 Georgia-Pacific Common Stock 22,500 $ 6.41 0 D  
EMPLOYEE STOCK OPTION (right to buy GP) 2001 LTIP $ 29.47 12/23/2005   D     45,150   (6) 01/28/2011 Georgia-Pacific Common Stock 45,150 $ 18.53 0 D  
EMPLOYEE STOCK OPTION (right to buy) - 2002 LTIP $ 24.44 12/23/2005   D     61,650   (7) 01/30/2012 Georgia-Pacific Common Stock 61,650 $ 23.56 0 D  
STOCK APPRECIATION RIGHT (for cash) - 2003 $ 15.22 12/23/2005   D     94,650   (8) 01/30/2013 Georgia-Pacific Common Stock 94,650 $ 32.78 0 D  
STOCK APPRECIATION RIGHT (for stock) - 2004 $ 28.1 12/23/2005   D     53,350   (9) 01/31/2014 Georgia-Pacific Common Stock 53,350 $ 19.9 0 D  
STOCK APPRECIATION RIGHT (for stock) - 2005 $ 33.55 12/23/2005   D     46,510 02/02/2006(10) 02/01/2015 Georgia-Pacific Common Stock 46,510 $ 14.45 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELLEY JAMES F
133 PEACHTREE STREET, N.E.
ATLANTA, GA 30303
      EVP and General Counsel  

Signatures

 By: Keith L. Belknap, Attorney-in-Fact For: JAMES F. KELLEY   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) This option, under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, which began vesting on February 3, 2000, 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.
(3) This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 29, 1999, 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.
(4) This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 28, 2000, 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/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 21, 2001, 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/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 29, 2002, 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.
(7) This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 31, 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.
(8) This Stock Appreciation Right (SAR) for cash was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the SAR and the tender offer price of $48 per share, as set forth in the Merger Agreement.
(9) This Stock Appreciation Right (SAR) for stock was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the SAR and the tender offer price of $48 per share, as set forth in the Merger Agreement.
(10) This Stock Appreciation Right (SAR) for stock was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the SAR and the tender offer price of $48 per share, as set forth in the Merger Agreement.

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