SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549


                            FORM 11-K



           Annual Report Pursuant to Section 15(d) of

                 Securities Exchange Act of 1934




              For the year ended December 31, 2000


                  COMMISSION FILE NUMBER 1-3506



     A. Full title of the plan and the address of the plan,
        if different from that of the issuer named below:



       GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
             CANADIAN EMPLOYEES STOCK PURCHASE PLAN


    B. Name of issuer of the securities held pursuant to the
     Plan and the address of its principal executive office:


                   GEORGIA-PACIFIC CORPORATION
                   133 Peachtree Street, N.E.
                     Atlanta, Georgia 30303




       GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
             CANADIAN EMPLOYEES STOCK PURCHASE PLAN
           INDEX TO FINANCIAL STATEMENTS AND SCHEDULES



                                                             Pages

Report of Independent Accountants                            3

Financial statements:

      Statements of Financial Condition as of
           December 31, 2000 and 1999                         4

      Statements of Income and Changes in Plan Equity for
           the years ended December 31, 2000, 1999 and 1998   5

      Notes to Financial Statements                           6-9

Supplemental schedules:

      Schedules I, II and III are omitted because they are
     not applicable or because
     substantially all of the information is provided within
     the financial statements.

Signatures                                                   10

Exhibits:

      4     Georgia-Pacific Corporation - Georgia-Pacific
          Group Canadian Employees Stock Purchase Plan, as
          amended and restated effective August 28, 1995,
          and subsequently amended (Filed as Exhibit 99 to
          the Corporation's Registration Statement on Form S-
          8 as filed with the Commission on March 30, 2001,
          and incorporated herein by this reference thereto)



                                2


                REPORT OF INDEPENDENT ACCOUNTANTS


To Georgia-Pacific Corporation:


In our opinion, the accompanying statements of financial
condition and the related statements of income and changes in
plan equity present fairly, in all material respects, the
financial condition of the Georgia-Pacific - Georgia-Pacific
Group Canadian Employees Stock Purchase Plan (the "Plan") at
December 31, 2000 and 1999, and the income and changes in plan
equity for each of the three years ended December 31, 2000, in
conformity with accounting principles generally accepted in the
United States of America.  These financial statements are the
responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our
audits.  We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for the opinion expressed above.


PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
March 28, 2001




                                3




       GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
             CANADIAN EMPLOYEES STOCK PURCHASE PLAN
                STATEMENTS OF FINANCIAL CONDITION
                As of December 31, 2000 and 1999


                                                                                
                                                                              2000         1999

Assets

Cash                                                                           $0       $72,791

Contributions receivable:
    Employer
       Basic                                                                2,556        27,218
       Additional                                                           6,540        21,992
    Employee                                                                4,903        54,374

Investment in common stock, at market value:
     Georgia Pacific (historical cost:  2000 - $1,273,357)              1,512,302             0
     Fort James (historical cost:  1999 - $2,283,108)                           0     1,776,610
     Crown Vantage (historical cost:  2000 - $27,321 and 1999 - $27,909)       18         2,327
                                                                        ________________________


Total Assets                                                           $1,526,319    $1,955,312


Liabilities

Bank overdraft                                                             81,587             0
Withdrawals payable                                                        22,893             0
                                                                        ________________________

Total Liabilities                                                         104,480             0

Plan Equity                                                            $1,421,839    $1,955,312
                                                                       ========================



   The accompanying notes are an integral part of the financial statements.




                                4




       GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
             CANADIAN EMPLOYEES STOCK PURCHASE PLAN
         STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
      For the years ended December 31, 2000, 1999 and 1998



                                                               
                                                 2000        1999        1998
ADDITIONS:
Investment income:
     Cash dividends on common stock                   $20,150      $33,782      $30,463
     Realized gains                                   321,768       24,557        7,057
     Interest on bank deposits                             92          144          379
                                                    _____________________________________
Total investment income                               342,010       58,483       37,899
                                                    _____________________________________

Change in net unrealized appreciation (depreciation)
   in fair value of investments                       743,722     (758,707)     (147,663)
                                                    _____________________________________

Contributions and deposits:
    Deposits by participating employees               278,343      728,661      645,737
    Contributions by employer
        Basic                                         165,777      367,084      324,268
        Additional                                      6,605       21,696       18,119
        Administrative costs                            9,509       17,244       17,739
Total contributions and deposits                      460,234    1,134,685    1,005,863
                                                    ___________________________________
Total Additions                                     1,545,966      434,461      896,099
                                                    ___________________________________
DEDUCTIONS:
Withdrawals and expenditures:
    Distributions to participants (note 6)         (1,796,112)     (855,622)   (844,035)
    Administrative costs                               (9,509)     (17,244)     (17,739)
                                                   _____________________________________
Total withdrawals and expenditures                 (1,805,621)     (872,866)   (861,774)
    Foreign currency remeasurement gain (loss)       (273,818)       15,705     (22,345)
                                                   _____________________________________

Total Deductions                                   (2,079,439)     (857,161)   (884,119)
                                                   _____________________________________


Net (decrease) increase in plan equity               (533,473)     (422,700)     11,980


Plan equity, beginning of year                      1,955,312     2,378,012   2,366,032
                                                   ______________________________________

Plan equity, end of year                           $1,421,839     $1,955,312 $2,378,012
                                                   ====================================


  The accompanying notes are an integral part of the financial
                           statements.


                                5




       GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
             CANADIAN EMPLOYEES STOCK PURCHASE PLAN
                  NOTES TO FINANCIAL STATEMENTS

1. General


   The   Georgia-Pacific  Corporation  -  Georgia-Pacific   Group
   Canadian  Employees Stock Purchase Plan (the "Plan"), formerly
   the  Fort  James Corporation Canadian Employees Stock Purchase
   Plan,  was  originally adopted by the Board  of  Directors  of
   Fort  James Corporation ("Fort James") for the benefit of  the
   employees  of  certain operating subsidiaries  of  Fort  James
   located  in  Canada  (the "Participating  Companies").  As  of
   December  31, 1999, the Participating Companies included  Fort
   James Marathon, Ltd. ("Marathon") and Fort James Canada,  Inc.
   ("FJ  Canada").  On January 31, 2000, Fort James sold Marathon
   to  a joint venture between Tembec, Inc. and Kruger, Inc., and
   as  a result, FJ Canada was the only Participating Company, as
   of December 31, 2000.

   As  a  result of the sale of Marathon, the Marathon  employees
   were  no  longer  eligible to participate in the  Plan  as  of
   January  22,  2000.   The  entire  Plan  account  balances  of
   Marathon  employees were distributed to such  participants  by
   March   22,   2000,   in  one  of  the  following   forms   of
   distribution:  (i)  cash; (ii) share  certificates;  or  (iii)
   transfer of shares to a Participant's brokerage account.

   On  November  27,  2000, Fort James was acquired  by  Georgia-
   Pacific Corporation ("G-P").  As part of the acquisition,  G-P
   exchanged  $29.60 in cash and 0.2644 shares of Georgia-Pacific
   Group  common  stock, par value $0.80 per  share  ("G-P  Group
   Stock")  for  each  outstanding share  of  Fort  James  common
   stock, par value $0.10 per share ("FJ Stock").

2. Summary of significant accounting policies


   Cash

   Substantially  all  contributions to the  Plan  are  initially
   invested  in  an interest-bearing account       pending  their
   investment in G-P Group Stock.  Interest earned on  such  cash
   balances  is  credited  to the Participants'  accounts.   Cash
   balances are stated at cost which approximates market value.

   Investment valuation

   The  investments  include G-P Group Stock  and  Crown  Vantage
   Inc.  common  stock ("CV Stock") (see Note 3). The investments
   in  G-P  Group Stock and CV Stock are stated at market  value,
   based  on  the  closing price on the New York  Stock  Exchange
   Composite  Tape (the Over the Counter Bulletin  Board  for  CV
   Stock)  on  the last trading day of the period.   The  closing
   market  value  per  share of G-P Group Stock  was  $31.125  on
   December 31, 2000.  The closing market value per share of  the
   CV Common Stock was $0.02 on December 31, 2000.

   Security transactions and related investment income

   Security  transactions are accounted for as of the trade  date
   and   dividend  income  is  recorded  as  of   the   date   of
   declaration.  The cost of securities sold is determined on  an
   average-cost  basis.   The assets of  the  Plan  are  held  by
   Canada  Trust  (the "Trustee") under a Trust  Agreement  dated
   August 23, 1989.
                                 6




    Contributions and deposits

    Employee  and  employer  contributions  are  recorded  on  an
    accrual basis as of the date the employees' contributions are
    withheld  from  the  employees' compensation.   Employee  and
    employer  contributions are transferred to the Trustee  on  a
    monthly  basis.   The  Trustee  uses  such  contributions  to
    periodically  purchase shares of G-P Group Stock,  which  are
    allocated  to  each  Participant's  account.   Residual  cash
    amounts  held by the Trustee are carried forward to the  next
    month.

    Foreign currency remeasurement

    The  functional  currency of the Plan  is  the  U.S.  dollar.
    Assets  and  liabilities of the Plan (except  investments  in
    common  stock, which are stated at U.S. dollar market  value)
    are  remeasured from Canadian dollars to U.S. dollars at  the
    applicable  year-end exchange rate.  The cost of  investments
    in  common  stock and the related unrealized appreciation  or
    depreciation are remeasured at applicable historical exchange
    rates.   Investment income, contributions and  deposits,  and
    withdrawals  and  expenditures  are  remeasured  at   average
    exchange  rates for the three years ended December 31,  2000.
    Foreign  currency remeasurement gains and losses are included
    in the net (decrease) increase in Plan equity.

    Withdrawals

    Participants may elect, at any time, to either withdraw whole
    shares of common stock or have their shares sold and have the
    net  cash  proceeds distributed to them.  A  Participant  who
    elects  an in-service withdrawal will not be allowed to  make
    contributions to the Plan for a period of three  months  from
    the  date  of the withdrawal.   Additionally, the Participant
    will  not  receive  an Additional Employer  Contribution  (as
    defined  in  note 3), if the Participant elects an in-service
    withdrawal from his Restricted Account (as defined in note 3)
    within   the   preceding  two  calendar  years  before   such
    Additional  Employer  Contribution  is  made  to  the   Plan.
    Withdrawals of common stock from the Plan by Participants are
    accounted  for at the average historical cost of  the  common
    stock  distributed  plus  cash paid  in  lieu  of  fractional
    shares,  where  applicable.   Withdrawals  in  cash   or   in
    connection  with shares sold for distributions of  fractional
    shares  are  accounted for at the fair market  value  of  the
    related  common stock.  Any Participant contributions,  which
    have  not  yet been applied to the purchase of common  stock,
    will also be paid to each withdrawing Participant.

    Administrative costs

    The Plan is reimbursed by the Participating Companies for its
    administrative  and  operating costs,  except  for  brokerage
    fees.   Brokerage fees are included in the cost of  acquiring
    common stock and thus are borne by the Participants.

    Use of estimates

    The  preparation  of financial statements in conformity  with
    generally  accepted accounting principles requires management
    to  make  estimates and assumptions that affect the  reported
    amounts   of  assets  and  liabilities  and  disclosures   of
    contingent  assets  and  liabilities  at  the  date  of   the
    financial statements and the reported amounts of revenues and
    expenses  during  the reported periods.  Actual  results  may
    differ from those estimates.

    Risks and Uncertainties

                                  7



    The Plan's investments are exposed to market risk.  Due to
    the degree of risk and uncertainty associated with the market
    value of investment securities, it is at least reasonably
    possible that near term changes in the market value of
    securities held by the Plan could materially effect
    participants' account balances and the amounts reported in
    the financial statements.

3.  Description of Plan

    The  Plan  was  originally  established  to  enable  eligible
    employees  of  certain  Fort James  subsidiaries  located  in
    Canada  to  acquire an ownership interest in Fort James,  the
    ultimate holding company.  On November 27, 2000, G-P  assumed
    sponsorship of the Plan and continues to maintain the Plan to
    allow  for the investment in G-P Group Stock by employees  of
    Fort James Canada, Inc.

    On   August  28,  1995,  Fort  James  spun-off  part  of  its
    Communications  Papers  business, as well  as  the  specialty
    paper  based portion of its Packaging Business,  into  a  new
    company, Crown Vantage Inc. ("Crown Vantage").  On August 25,
    1995,  Fort James shareholders received one share of CV Stock
    for  each  ten  shares of FJ stock held by  the  shareholder.
    Following the spin-off, the Plan was amended to allow for the
    inclusion   of   CV   Stock  as  an   investment.    However,
    Participants  were not permitted to direct the investment  of
    their  future  contributions in CV Stock.  A Participant  may
    receive  a distribution, at any time, of all or a portion  of
    CV  Stock credited to the Participant's account in accordance
    with the withdrawal provisions of the Plan.

    Participants  may elect to contribute into the Plan,  through
    payroll  deductions, from 1% to 10% of their compensation  to
    be  used to purchase G-P Group Stock for their benefit.  100%
    of  a  Participant's contributions are invested in G-P  Group
    Stock.   Participant contributions of up to  six  percent  of
    compensation  ("Basic Member Contributions") are  matched  by
    the  Participating Companies ("Basic Employer Contributions")
    based on the following schedule:



     Participant's                      Participating
        contributions                  Company's
                                   Contributions as
                                     a percentage
                                   of Participant's
                                     contributions

     1% of compensation                     100%
     2% of compensation                      65%
     3% to 6% of compensation                50%


   The   Participating  Companies  make  no  contributions   with
   respect  to  a  Participant's contribution in  excess  of  six
   percent of the Participant's compensation.

   The   Participating   Companies  make   "Additional   Employer
   Contributions"  on  or before March 31 of each  calendar  year
   with  respect  to  each  Participant in  its  employ,  on  the
   preceding December 31, who has not withdrawn any common  stock
   from  his  Restricted  Account  (hereinafter  defined)  during
   either  of the two immediately preceding calendar years.   The
   amount  of  the Additional Employer Contribution allocated  to
   the  Participant's  account equals 10%  of  the  Participant's
   aggregate  Basic Employer Contributions made  during  the  two
   preceding calendar years.

   Each  Participant's  "Restricted Account" includes  the  Basic
   Member Contributions and Basic Employer Contributions made  at
   any  time during the current or immediately preceding calendar
   year,  and  any  G-P Group Stock or CV Common Stock  purchased
   with such contributions.

   The  Additional Employer Contribution receivable reflected  on
   the  Statement of Financial Condition as of December 31, 2000,
   represents the accrued contribution related to the 1999  Basic
   Employer Contributions of qualifying Participants to  be  paid
   to  the  Plan  by  March  31, 2001.  The  Additional  Employer
   Contribution  accrued as of December 31, 1999,  which  related
   to   the  1998  Basic  Employer  Contributions  of  qualifying
   Participants, was paid to the Plan before March 31, 2000.

                                 8



   Each  Participant is fully vested in his contributions,  Basic
   Employer  Contributions,  Additional  Employer  Contributions,
   and   any  earnings  thereon  at  all  times.   The  Plan  had
   approximately  229 Participants as of December 31,  2000,  and
   501 Participants as of December 31, 1999.

4. Contributions to the Plan

   Employee  and  employer  contributions  for  the  years  ended
   December 31, 2000, 1999 and 1998 were as follows:



                                               
                             2000                   1999                  1998
               __________________    ____________________   ____________________
               Employee  Employer    Employee    Employer   Employee  Employer


Marathon        $26,544  $33,486     $497,282    $272,685   $433,272    $244,386
FJ Canada       251,799  148,405      231,379     133,339    212,465     115,740
               __________________    ____________________   ___________________

               $278,343  $181,891    $728,661    $406,024   $645,737    $360,126
               ==================    ====================   ====================



5.  Investment in common stock

    The unrealized appreciation or depreciation of investment in
    common stock as of December 31, 2000, 1999 and 1998 and the
    change in such amount during each period were as follows:




                                                            
                                   Market          Cost           Unrealized
                                    value                       appreciation
                                                               (depreciation)

December 31, 1997                     $2,272,437  $1,898,147        $374,290
Change for the year ended                (93,850)     54,083        (147,663)
December 31, 1998                    _________________________________________

December 31, 1998                     2,178,857    1,952,230         226,627
Change for the year ended              (399,920)     358,787        (758,707)
December 31, 1999                    _________________________________________

December 31, 1999                     1,778,937    2,311,017        (532,080)
Change for the year ended              (266,617)  (1,010,339)        743,722
December 31, 2000                   _________________________________________

December 31, 2000                     $1,512,320  $1,300,678      $211,642
                                    __________________________________________


   The  Plan held 48,588 shares of G-P Group Stock as of December
   31,  2000  and  64,889 shares of FJ Stock as of  December  31,
   1999.   In  addition,  the Plan held 1,126  shares  and  1,128
   shares   of   CV  Stock  on  December  31,  2000   and   1999,
   respectively.

6. Distributions to participants

   Distribution to Participants include termination  payments  or
   withdrawals  by  Marathon employees amounting to  $74,411  and
   capital  disbursements  for Marathon employees  of  $1,045,227
   arising  from  the  agreement dated January 22,  2000  whereby
   Marathon  employees were no longer eligible to participate  in
   the Plan.

7. Tax status

   The  Plan  is  an employee profit sharing plan as  defined  in
   Section  144(1) of the Income Tax Act of Canada.  All  amounts
   contributed  to  a Participant's account are taxable  to  such
   Participant  under Canadian income tax rules.  No  U.S.  taxes
   are paid or withheld on amounts contributed.
                                 9




                           SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act
   of 1934, Georgia-Pacific Corporation, the Plan Administrator
   has duly caused this annual report to be signed by the
   undersigned hereunto duly authorized.

                                  GEORGIA-PACIFIC CORPORATION -
                                  GEORGIA-PACIFIC GROUP CANADIAN
                                  EMPLOYEES STOCK PURCHASE PLAN

                                  By:    /s/ Patricia A. Barnard

                                          Patricia A. Barnard
                                          Executive Vice
                                          President -
                                          Human Resources


                                  Date: March 29, 2001



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