SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment #3)*

Georgia-Pacific Corporation
________________________________________________________
(Name of Issuer)


Timber Group Common Stock
_______________________________________________________
(Title of Class and Securities)

373298702
_______________________________________________________

(CUSIP Number of Class of Securities)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

/X/	Rule 13d-1(b)
/ /	Rule 13d-1(c)
/ /	Rule 13d-1(d)


* The remainder of this cover page shall be filled out for a

reporting person's initial filing on this form with respect to the

subject class of securities, and for any subsequent amendment

containing information which would alter the disclosures provided

in a prior page.



The information required in the remainder of this cover page shall

not be deemed to be "filed" for the purpose of Section 18 of the

Securities Exchange Act of 1934 ("Act") or otherwise subject to the

liabilities of that section of the Act but shall be subject to all

other provisions of the Act (however, see the Notes).



                  (Continued on following page(s))





CUSIP No. 373298702                                             13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
_____________________________________________________________________________
                                   :(5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :      11,434,000 shares
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               :(6) SHARED OR NO VOTING POWER

6,263,200 shares (Shared)
2,770,200 (no vote)
                                   __________________________________________
                                   :(7) SOLE DISPOSITIVE POWER
                                        (Discretionary Accounts)
                                   :       14,165,200 shares
                                   __________________________________________
                                   :(8)  SHARED OR NO DISPOSITIVE POWER

                                   		6,263,200 shares (shared)
                                            39,000 shares (None)
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        20,467,400 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES -X- See Items 4(c)(ii) and (iv)
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       25.6 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IA
_____________________________________________________________________________

CUSIP No. 44107P104						13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
 	Longleaf Partners Fund				I.D. No. 63-6147721
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
 	Massachusetts Business Trust
_____________________________________________________________________________
                                   :(5) SOLE VOTING POWER
                                   :
NUMBER OF SHARES BENEFICIALLY      :      None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               :(6) SHARED OR NO VOTING POWER

                                         6,263,200 shares (shared)

                                   __________________________________________
                                   :(7) SOLE DISPOSITIVE POWER

                                   :       None
                                   __________________________________________
                                   :(8)  SHARED DISPOSITIVE POWER

                                   : 	6,263,200 shares (Shared)

_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        6,263,200 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       7.8 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IV
_____________________________________________________________________________



CUSIP No.  373298702                                     13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. 257-72-3256
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
_____________________________________________________________________________
                                   :(5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               :(6) SHARED VOTING POWER

                                   :    None
                                   __________________________________________
                                   :(7) SOLE DISPOSITIVE POWER

                                   :    None
                                   __________________________________________
                                   :(8) SHARED DISPOSITIVE POWER

                                   :    None
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       None  (See Item 3 )
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0%
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IN
_____________________________________________________________________________



Item 1.

     (a). Name of Issuer: Georgia-Pacific Corporation
          ("Issuer")

     (b). Address of Issuer's Principal Executive Offices:

          133 Peachtree Street, N.E.
          Atlanta, GA 30303

Item 2.

     (a) and (b). Names and Principal Business Addresses of Persons
         Filing:

(1)		Southeastern Asset Management, Inc.
              	6410 Poplar Ave., Suite 900
              	Memphis, TN 38119

(2) Longleaf Partners Fund
c/o Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN, 38119

 (3)		Mr. O. Mason Hawkins
              	Chairman of the Board and C.E.O.
              	Southeastern Asset Management, Inc.
              	6410 Poplar Ave., Suite 900
              	Memphis, TN 38119


     (c). Citizenship:

Southeastern Asset Management, Inc. - A Tennessee corporation

Longleaf Partners Fund is a series of Longleaf Partners Funds Trust,
a Massachusetts business trust

Mr. O. Mason Hawkins - U.S. Citizen

     (d). Title of Class of Securities:  Timber Group Common Stock (the
            "Securities").

     (e). Cusip Number:  373298702


Item 3.  If this statement is filed pursuant to Rules 13d-1 (b) or
 13d-2 (b), check whether the person filing is a:

(d.) Investment Company registered under Sec. 8 of the Investment
Company Act - Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust.

(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.  This statement is being filed
by Southeastern Asset Management, Inc. as a registered investment
adviser. All of the securities covered by this report are owned
legally by Southeastern's investment advisory clients and none
are owned directly or indirectly by Southeastern.  As permitted
by Rule 13d-4, the filing of this statement shall not be construed
as an admission that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered by this statement.

(g) Parent Holding Company.  This statement is also being filed by
Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
Southeastern Asset Management, Inc. in the event he could be
deemed to be a controlling person of that firm as the result of
his official positions with or ownership of its voting securities.
The existence of such control is expressly disclaimed.  Mr. Hawkins
does not own directly or indirectly any securities covered by
this statement for his own account.  As permitted by Rule 13d-4,
the filing of this statement shall not be construed as an admission
that Mr. Hawkins is the beneficial owner of any of the securities
covered by this statement.

Item 4. Ownership:

     (a). Amount Beneficially Owned: (At 12/31/00)
            20,467,400 shares

     (b). Percent of Class:
            25.6 %

          Above percentage is based on 80,095,000 shares of Timber Group
Common Stock outstanding.

The Common Stock of the Issuer includes Georgia Pacific Group Common Stock
("GP Common")(170,581,000 shares outstanding)and Timber Group Common Stock
("TG Common")(80,095,000 shares outstanding). The GP Common has one vote
per share, while the TG Common has variable voting rights, as described in
the Issuer's Articles of Incorporation. For the Issuer's 2000 Annual
Meeting, the TG Common received 0.287 votes per share. Taking into account
the shares which the Filer has the sole or shared right to vote, and using
the .287 votes per share ratio established for the 2000 annual meeting,
the Filer's beneficial ownership of TG Common represents 2.6% of the
Issuer's outstanding voting power.

     (c). Number of shares as to which such person has:

          (i).   sole power to vote or to direct the vote:

                    11,434,000 shares

          (ii).  shared or no power to vote or to direct the vote:

Shared Power to Vote - 6,263,200
Securities owned by the following series of Longleaf
                 	Partners Funds Trust, an open-end management
                 	investment company registered under the Investment
                 	Company Act of 1940, as follows:

                    Longleaf Partners Fund - 6,263,200

No Power to Vote - 2,770,200. This figure does not include
234,000 shares held by completely non-discretionary accounts
over which the filing parties have neither voting nor
dispositive power and for which the filing parties
disclaim beneficial ownership.


          (iii). sole power to dispose or to direct the disposition
                 of:

                    14,165,200 shares

          (iv).  shared or no power to dispose or to direct the
                 disposition of:

			Shared Power - 6,263,200 shares
Securities owned by the following series of Longleaf
                 	Partners Funds Trust, an open-end management
            Company Act of 1940, as follows:

                    Longleaf Partners Fund - 6,263,200

No Power - 39,000 shares. This figure does not include 234,000
shares held by completely non-discretionary accounts over which
the filing parties have neither voting nor dispositive power
and for which the filing parties
disclaim beneficial ownership.


Item 5. Ownership of Five Percent or Less of a Class:  N/A


Item 6. Ownership of More Than Five Percent on Behalf of Another
        Person:  N/A


Item 7. Identification and Classification of the Subsidiary Which
        Acquired the Security Being Reported on By the Parent
        Holding Company:  N/A


Item 8. Identification and Classification of Members of the Group:
        N/A


Item 9. Notice of Dissolution of Group:  N/A

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.




                            Signatures

After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.

Dated: February 9, 2001

                              Southeastern Asset Management, Inc.

                              By  /s/ Charles D. Reaves
 					_______________________________________________
Charles D. Reaves
                              Vice President and General Counsel

Longleaf Partners Fund

                              By  /s/ Charles D. Reaves
 					_______________________________________________
Charles D. Reaves


                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________

                       Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of February 9, 2001.

Southeastern Asset Management, Inc.

                              By  /s/ Charles D. Reaves
 					_______________________________________________
Charles D. Reaves
                              Vice President and General Counsel

Longleaf Partners Fund

                              By  /s/ Charles D. Reaves
 					_______________________________________________
Charles D. Reaves

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________


1
TGP13G3.doc
SCHEDULE 13G - Georgia Pacific Corporation ("Issuer")
 Amendment #3, Timber Group Common Stock
6
TGP13G3.doc