Edgar Filing: PATERSON DAVID J

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL
OMB Number:  3235-0287
Expires:  January 31, 2005
Estimated average burden
hours per response.........0.5

Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

David J. Paterson Form 4 - 01/31/03

1. Name and Address of Reporting Person*

Paterson, David J.

2. Issuer Name and Ticker or Trading Symbol

GEORGIA-PACIFIC CORPORATION (GP)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give
title below)

Other (specify
below)

Executive Vice President - Pulp & Paperboard

(Last) (First) (Middle)

133 Peachtree Street, N.E.

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for
Month/Day/Year

1/31/03

7. Individual or Joint/Group Filing (Check Applicable Line)

5. If Amendment,
Date of Original
(Month/Day/Year)

Form filed by One Reporting Person

(Street)

Atlanta, Georgia 30303

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. Trans-
    action
    Date

  (Month/
    Day/
   Year)

2A.
Deemed
Execution
Date, if
any

  (Month/
    Day/
   Year)

3. Trans-
    action
    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. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect
    (I)

  (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Owner-
    ship

   (Instr. 4)

Code

Amount

(A)
or
(D)

Price

Georgia-Pacific Common Stock

8,335.000
(1)(2)

Georgia-Pacific Common Stock

14,917.777

through G-P 401(k) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).		Page 1 of 3 pages
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.				(Over) SEC 1474 (9-02)

FORM 4 (continued)

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   Follow-
   ing
   Reported
   Trans-
   action(s)
   (Instr. 4)

10. Owner-
     ship
     Form of
     Deri-
     vative
     Security:
     Direct
     (D) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

EMPLOYEE STOCK OPTION (right to buy GP) -- 1997 SVIP

$26.420

(4)

02/02/07

Georgia-Pacific Common Stock

6,000.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 1998 LTIP

$28.205

(5)

01/28/08

Georgia-Pacific Common Stock

8,316.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 1999 LTIP

$32.170

(6)

01/27/09

Georgia-Pacific Common Stock

10,400.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 2000 LTIP

$41.590

(7)

01/20/10

Georgia-Pacific Common Stock

8,700.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 2001 LTIP

$29.470

(8)

01/28/11

Georgia-Pacific Common Stock

21,300.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 2002 LTIP

$24.440

01/31/03
(9)

01/30/12

Georgia-Pacific Common Stock

61,650.000

STOCK APPRECIATION RIGHT - 2003

$15.220

01/31/03

124,650.000

01/31/04

01/30/13

Georgia-Pacific Common Stock

124,650.000

Explanation of Responses:

See continuation page(s) for footnotes.

		/s/ David J. Paterson	February 4, 2003

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	DAVID J. PATERSON

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

					Page 2 of 3

David J. Paterson 133 Peachtree Street, NE Atlanta, Georgia 30303		Georgia-Pacific Corporation (GP) January 31, 2003	Page 3 of 3 pages

(1)	Includes award of shares pursuant to performance rights granted under the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan.

(2)	Includes 271 shares acquired under the Georgia-Pacific Corporation 2001-2002 Employee Stock Purchase Plan in June 2002.

(3)	Through the Georgia-Pacific Corporation Salaried 401(k) Plan. Information is as of January 31, 2003.

(4)	Under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, these options vested effective 02/03/00.

(5)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 29, 1999, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 28, 2008.

(6)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 28, 2000, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 27, 2009.

(7)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 21, 2001, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 20, 2010.

(8)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 29, 2002, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 28, 2011.

(9)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 31, 2003, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 30, 2012.