SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.: 2)*
Name of Issuer: Georgia-Pacific Corporation
Title of Class of Securities: Georgia-Pacific Group Common Stock
CUSIP Number: 373298108
Date of Event Which Requires Filing of this Statement: December 31, 2003
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 cover 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 the following page(s))
PAGE 1 OF 6 PAGES
13G
CUSIP No.: 373298108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard Fiduciary Trust Company, in its capacity as trustee for
certain employee benefit plan(s). I.R.S. Identification Number
23-2186884.
2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP
Not Applicable A. B.
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
24,623,730 Shares
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
24,623,730 Shares
PAGE 2 OF 6 PAGES
13G
CUSIP No.: 373298108
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,623,730 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.689%
12. TYPE OF REPORTING PERSON
BK
PAGE 3 OF 6 PAGES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
____________
Item 1 (a) - Name of Issuer
Georgia-Pacific Corporation
Item 1 (b) - Address of Issuer's Principal Executive Officers:
133 Peachtree Street, N.E., 41st Floor
Atlanta, GA 30303
Item 2 (a) - Name of Person Filing:
Vanguard Fiduciary Trust Company, in its capacity as trustee for
certain employee benefit plan(s).
Item 2 (b) - Address of Principal Business Office or, if none, residence
500 Admiral Nelson Blvd.
Malvern, PA 19355
Item 2 (c) - Citizenship
Pennsylvania
Item 2 (d) - Title of Class of Securities
Georgia-Pacific Group Common Stock
Item 2 (e) - CUSIP Number
373298108
Item 3 - Type of Filing:
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(b) X Bank as defined in Section 3(a)(6) of the Act.
PAGE 4 OF 6 PAGES
Item 4 - Ownership:
(a) Amount Beneficially Owned:
24,623,730 Shares
(b) Percent of Class:
9.689%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 24,623,730 Shares*
(iii) sole power to dispose or to direct the disposition of: None
(iv) shared power to dispose or to direct the disposition of:
24,623,730 shares**
* Vanguard Fiduciary Trust Company is the trustee of certain employee benefit
plans, which are subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). Shares of the issuer's Common Stock are held in
trust for the benefit of employees in the plans. As of December 31, 2003,
the trustee held 24,623,730 shares of the issuer's Common Stock on behalf
of the plans, all of which had been allocated to plan participants. The
plan trustee votes shares allocated to participant accounts as directed by
participants subject to Section 404 of ERISA.
** Shares of Common Stock are held in the issuer's employee benefit plans in
various accounts and were allocated by the source of contribution
(employer, the predecessor to the employer or the employee). Shares of
Common Stock held by the trustee on behalf of the plans may be disposed of
by the plans or the trustee only in accordance with the terms of the plans.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
All of the securities are beneficially held by Vanguard Fiduciary
Trust Company in its fiduciary capacity, as trustee of issuer's
employee benefit plans. As a result, participants in the plans are
entitled to receive dividends or proceeds from the sale of shares as
reflected in this Schedule 13G.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
PAGE 5 OF 6 PAGES
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Vanguard Fiduciary Trust Company disclaims beneficial ownership of all
shares held in trust by the trustee that have been allocated to the individual
accounts of participants in the plans for which directions have been received,
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATE: FEBRUARY 10, 2004
VANGUARD FIDUCIARY TRUST COMPANY, TRUSTEE
BY:_________________________________________
NAME: MATTHEW KOGAN
TITLE: ASSISTANT SECRETARY
PAGE 6 OF 6 PAGES