SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):

[X]

ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the year ended December 31, 2001

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from ________________ to ________________

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 Hourly 401(k) 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
Hourly 401(k) Plan

Financial Statements and Schedule
as of December 31, 2001 and 2000
Together With Auditors' Report

GEORGIA-PACIFIC CORPORATION

HOURLY 401(K) PLAN

FINANCIAL STATEMENTS AND SCHEDULE

DECEMBER 31, 2001 AND 2000

TABLE OF CONTENTS

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits--December 31, 2001 and 2000

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001

NOTES TO FINANCIAL STATEMENTS AND SCHEDULE

SCHEDULE SUPPORTING FINANCIAL STATEMENTS

Schedule I:

Schedule H, Line 4i--Schedule of Assets (Held at End of Year)--
December 31, 2001

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Participants of the Georgia--Pacific
Corporation Hourly 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of the GEORGIA-PACIFIC CORPORATION HOURLY 401(K) PLAN as of December 31, 2001 and 2000 and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Georgia-Pacific Corporation Hourly 401(k) Plan as of December 31, 2001 and 2000 and the changes in its net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets (held at end of year) is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP
Atlanta, Georgia
May 13, 2002

GEORGIA-PACIFIC CORPORATION

HOURLY 401(K) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2001 AND 2000

2001

2000

CONTRIBUTIONS RECEIVABLE:

Employer

$           246,333

$          219,883 

Participants

690,056

1,718,442 

Total contributions receivable

936,389

1,938,325 

INVESTMENTS, at market value, based upon quoted market      prices:

Interest in master trusts (Note 5)

233,080,237

104,041,070 

Mutual funds

291,328,011

292,429,700 

INVESTMENTS, at cost:

Participant loans

11,378,771

1,730 

Total investments

535,787,019

396,472,500 

OTHER PAYABLE

0

(228,791)

NET ASSETS AVAILABLE FOR BENEFITS

$536,723,408

$398,182,034 

The accompanying notes are an integral part of these statements.

GEORGIA-PACIFIC CORPORATION

HOURLY 401(K) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2001

Interest and dividend income

$      7,731,111 

Net depreciation in market value of mutual funds

(26,561,398)

Net loss from master trusts (Note 5)

(649,873)

Interest from participant loans

225,365 

Total net investment loss

(19,254,795)

Participants

42,321,229

Employer

10,465,839

Total contributions

52,787,068

(24,877,032)

(105,908,524)

235,794,657

138,541,374

Beginning of year

398,182,034

End of year

$536,723,408

=============

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investment allocations at any time. Employer matching contributions are invested based on the allocation chosen by the participant.

Contributions are transferred to the Trustee weekly and invested in the Vanguard Treasury Money Market Fund until they can be credited to participants' accounts and invested in accordance with the participants' investment elections. Earnings on the short-term investments are allocated to the participants' accounts once each year.

Withdrawals and Termination

In the event of a participant's termination of employment, death, or attainment of age 59 1/2, the participant or his/her beneficiary may elect to receive, in cash and/or Georgia-Pacific Corporation--Timber Group Common Stock (prior to October 6, 2001), Plum Creek Common Stock (subsequent to October 5, 2001), or Georgia-Pacific Corporation--Georgia-Pacific Group Common Stock, his/her entire account balance.

Hardship withdrawals are permitted if certain criteria are met, as defined by the Plan, and are subject to taxes in the year received. Hardship withdrawals (either full or partial) are paid in cash and result in a suspension of the right to make participant contributions to the Plan for a period of at least 12 months.

Participant Loans

The Plan allows participants currently employed by the Company to obtain loans equal to the lesser of $50,000 or 50% of their total vested account balances. Loans bear interest at a rate equal to the prime lending rate plus one at the date of origination of the loan. Loan repayments are generally made through payroll deductions and normally must be repaid within a five-year term unless the loan was used to purchase a primary residence, which could extend the term to 15 years. Loans become due and payable in full once a participant terminates employment. Interest rates ranged from 5.75% to 10% during the year ended December 31, 2001.

2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires plan management to use estimates and assumptions that affect the net assets available for the benefits and the changes therein. Actual results could differ from these estimates.

Investment Valuation

Investments are presented at market value. Market values of mutual funds and common stock are determined principally from quotations as reported on various securities exchanges. Participant loans are presented at cost, which approximates fair value.

Investment securities, in general, are exposed to various risks, including credit, interest, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is possible that changes in values of investment securities will occur and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

The net depreciation in the market value of mutual funds in the accompanying statement of changes in net assets available for benefits reflects the net difference between the market value and the cost at the

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beginning and end of the year for mutual funds held throughout the year as well as the difference between the year--end market value and cost for mutual funds purchased during the year. For mutual funds sold or distributed during the year, the net depreciation reflects the net difference between the market value and the cost at the beginning of the year and the date of disposition.

3.

INCOME TAX STATUS

The Internal Revenue Service issued a determination letter dated June 20, 1997 stating that the Plan was designed in accordance with applicable IRC requirements as of that date. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. The plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates.

4.

INVESTMENTS

Investment Options

Assets held under the Plan were invested by the Trustee, as directed by the participants, in one or more of the following investment options:

Fixed Income Options

The general investment objective for these options is to provide a high level of current income.

The Vanguard Short-Term Treasury Fund is principally invested in short-term government bills, notes, and bonds and has an average maturity of two to three years.

The Vanguard Total Bond Market Index Fund invests in U.S. government bonds, high quality corporate bonds, and mortgage-backed securities. The objective of the Vanguard Total Bond Market Index Fund is to approximate the performance of the Lehman Brothers Aggregate Bond Index.

The Loomis Sayles Bond Fund--Institutional Class is invested in bonds, including corporate and convertible bonds. This fund seeks to provide high total investment return through a combination of current income and capital appreciation.

Company Stock Options

The Georgia-Pacific Group Stock Fund is invested principally in shares of Georgia-Pacific Corporation--Georgia-Pacific Group Common Stock.

Prior to October 6, 2001, the Georgia-Pacific Timber Stock Fund was invested principally in shares of Georgia-Pacific Corporation--Timber Group Common Stock. Effective September 22, 2001, the Plan no longer allows any transfers, including contributions, into this fund (Note 5).

Effective October 6, 2001, the Plum Creek Stock Fund is invested principally in shares of Plum Creek Timber Company, Inc. ("Plum Creek") Common Stock (Note 5).

Balanced Options

The objectives of these options are to conserve principal, pay current income, and achieve long-term growth of principal and income by investing in a combination of stocks, bonds, and cash reserves.

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The Vanguard Balanced Index Fund is invested in two Vanguard funds: 60% in a stock fund and 40% in a bond fund. This option seeks to provide income and long-term growth of capital.

The Vanguard LifeStrategy Growth Fund is invested in four Vanguard funds: a stock fund, an international stock fund, a bond fund, and an asset allocation fund. This fund seeks to provide long-term growth of capital and income.

The Vanguard LifeStrategy Income Fund is invested in four Vanguard funds: a stock fund, two bond funds, and an asset allocation fund. This fund seeks to provide a high level of income.

The Vanguard LifeStrategy Conservative Growth Fund is invested in five Vanguard funds: a stock fund, an international stock fund, two bond funds, and an asset allocation fund. This fund seeks to provide a high level of income and a moderate long-term growth of capital.

The Vanguard LifeStrategy Moderate Growth Fund is invested in four Vanguard funds: an international stock fund, a stock fund, a bond fund, and an asset allocation fund. This fund seeks to provide a reasonable level of income and long-term growth of capital.

Growth and Income Options

The goal of these options is to achieve long-term growth of principal and income and reasonable current income.

The Vanguard 500 Index Fund is invested in all of the 500 stocks included in the Standard & Poor's 500 Composite Stock Price Index in approximately the same proportion as represented in the index. The objective of this fund is to approximate the performance of the Standard & Poor's 500 Composite Stock Price Index.

The Vanguard Total Stock Market Index Fund is invested in a large sample of stocks that match certain characteristics of the Wilshire 5000 Equity Index. The investment objective of this fund is to provide long-term growth of capital and income.

The Vanguard Windsor II Fund is invested in a diversified group of out-of-favor stocks of large capitalization companies. This fund's objective is to provide long-term growth of capital and income from dividends.

Growth Options

The objective of these options is to achieve long-term growth of capital; dividend income is incidental.

The Vanguard Extended Market Index Fund seeks to match the performance of the Wilshire 4500 Equity Index. This fund seeks to provide long-term growth of capital.

The Vanguard PRIMECAP Fund is invested in stocks of companies with above average prospects for continued earnings growth, strong industry positions, and skilled management teams. This fund seeks to provide long-term growth of capital.

Aggressive Growth Option

The goal of this option is to achieve maximum long-term capital growth by investing in stocks of small companies or narrow market segments.

The Vanguard Small-Cap Index Fund is invested in a large sample of stocks that match certain characteristics of the Russell 2000 Index Stocks. This fund seeks to provide long-term growth of capital.

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Money Market Option

The goal of this option is to provide maximum current income consistent with preservation of capital and liquidity.

The Vanguard Treasury Money Market Fund is invested exclusively in U.S. government obligations.

International Option

The goal of this option is to achieve long-term growth of capital by investing in the stocks of companies located outside the United States.

The Vanguard International Growth Fund invests primarily in the stocks of companies based outside the United States. This fund seeks to provide long-term capital appreciation.

Significant Investments

Individual investments that represent 5% or more of the fair value of net assets available for benefits are as follows as of December 31, 2001 and 2000:

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The Plan's interest in the Group Master Trust as of December 31, 2001 and 2000 is approximately 31% and 27%, respectively. A summary of the Group Master Trust as of December 31, 2001 and 2000 is shown below:

2001

2000

Investments, at market:

Georgia-Pacific Corporation--Group Common Stock

$727,893,502

$380,478,505

Vanguard Treasury Money Market Fund

10,251,542

4,045,492

Total investments

738,145,044

384,523,997

Receivables:

Interest

17,714

16,656

Other receivables

4,867,055

679,748

Total receivables

4,884,769

696,404

Less payables

2,716,643

4,054,729

Total net assets

$740,313,170

$381,165,672

=============

=============

A summary of net investment loss of the Group Master Trust for the year ended December 31, 2001 is shown below:

A summary of net investment income of the Plum Creek Master Trust for the year ending December 31, 2001 is shown below:

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6.

PLAN TERMINATION

The Company has reserved the right to amend, modify, suspend, or terminate the Plan at any time. In the event the Company terminates the Plan, each participant's account balance would be fully vested.

7.

RELATED--PARTY TRANSACTIONS

Certain plan investments are shares of mutual funds managed by the Trustee and shares of common stock of the Employer, the administrator of the Plan. As such, these transactions qualify as party-in-interest transactions.

8.

RECONCILIATION TO THE FORM 5500

The Plan's net assets available for benefits at December 31, 2001 and 2000 include $5,234,173 and $949,624, respectively, for participants who have elected distributions but have not yet been paid. In the Plan's Form 5500, for the years ended December 31, 2001 and 2000, these amounts are reflected as benefit claims payable and are included in benefit payments to participants or beneficiaries.

SCHEDULE I

GEORGIA-PACIFIC CORPORATION

HOURLY 401(K) PLAN

SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2001

Investment Description

Shares
or Face
Amount

Cost

Current
Value

FIXED INCOME OPTIONS:

*

Vanguard Short-Term Treasury Fund

3,141,918

(a)

$  33,084,399

*

Vanguard Total Bond Market Index Fund

2,519,537

(a)

25,548,109

Loomis Sayles Bond Fund--Institutional Class

41,661

(a)

434,945

Total fixed income options

59,067,453

COMPANY STOCK OPTIONS:

*

Georgia-Pacific Group Stock Fund

27,379,817

(a)

224,859,483

Plum Creek Stock Fund

1,488,030

(a)

8,220,754

Total company stock options

233,080,237

BALANCED OPTIONS:

*

Vanguard Balanced Index Fund

995,400

(a)

17,777,846

*

Vanguard LifeStrategy Growth Fund

245,401

(a)

4,277,340

*

Vanguard LifeStrategy Income Fund

36,074

(a)

463,913

*

Vanguard LifeStrategy Conservative Growth Fund

122,039

(a)

1,715,869

*

Vanguard LifeStrategy Moderate Growth Fund

236,963

(a)

3,774,821

Total balanced options

28,009,789

GROWTH AND INCOME OPTIONS:

*

Vanguard 500 Index Fund

882,603

(a)

93,458,806

*

Vanguard Total Stock Market Index Fund

902,057

(a)

23,218,956

*

Vanguard Windsor II Fund

113,628

(a)

2,907,743

Total growth and income options

119,585,505

GROWTH OPTIONS:

*

Vanguard Extended Market Index Fund

40,323

(a)

931,065

*

Vanguard PRIMECAP Fund

310,092

(a)

15,975,919

Total growth options

16,906,984

AGGRESSIVE GROWTH OPTION:

*

Vanguard Small-Cap Index Fund

77,988

(a)

1,545,714

MONEY MARKET OPTION:

*

Vanguard Treasury Money Market Fund

60,186,063

(a)

60,186,063

INTERNATIONAL OPTION:

*

Vanguard International Growth Fund

401,499

(a)

6,026,503

*

PARTICIPANT LOANS (INTEREST RATES RANGE FROM 5.75%
     TO 10%)

11,378,771

Total investments

$535,787,019

=============

*Represents a party in interest to the Plan.

(a)       Participant-directed.

The accompanying notes are an integral part of this schedule.

The Plan

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit
Number

Description

23

Consent of Arthur Andersen LLP

99.1

Representation letter from Georgia-Pacific Corporation to the SEC regarding representation received from Arthur Andersen LLP pursuant to Temporary Note 3T to Article 3 of Regulation S-X.