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                                    EXHIBIT 10.8(iii)

                                AMENDMENT NO. 2
                                     TO THE
                          GEORGIA-PACIFIC CORPORATION
                         1990 LONG-TERM INCENTIVE PLAN

     WHEREAS, the Georgia-Pacific Corporation Long-Term Incentive Plan (the
"Plan") was adopted by the Board of Directors (the ``Board'') of Georgia-
Pacific Corporation (the "Company") as of March 9, 1990, and was approved by
the shareholders of the Company on May 7, 1990;

     WHEREAS, Section 5.1 of the Plan authorizes the Board to amend the Plan in
any respect with certain limitations not here pertinent; and

     WHEREAS, the Board desires to amend the Plan to authorize special vesting
in connection with voluntary early retirement incentive plans or programs which
may from time to time be offered to certain groups of employees of the Company;

     NOW, THEREFORE, the Board hereby amends the Plan as follows:

     1.   Section 3.5(a)(i) is amended by deleting the present provision in its
entirety and by substituting the following provision in lieu thereof:

          "(i) The date the Participant terminates employment with the
     Company and its Subsidiaries after attaining age sixty-five (65),
     for Good Reason or as a voluntary retirement pursuant to his/her
     election under a voluntary early retirement incentive plan or
     program offered to specified groups of Company employees (provided
     that, in the case of retirement under a voluntary early retirement
     incentive plan or program, the Participant meets and/or has complied
     with all eligibility requirements of such plan or program including,
     without limitation, the execution of any release of liability which
     may be required under the plan or program);"

     2.   This amendment shall be effective from and after May 7, 1996.  In
particular, but without limitation, it shall apply to terminations of employment
pursuant to any voluntary early retirement incentive plan or program announced
by the Company on or after May 7, 1996, and, to the extent provided in any such
plan or program, shall be retroactively applicable to any Participant who
terminated employment before May 7, 1996, but who under any such plan or program
is nonetheless given the opportunity to elect retirement under the plan or
program (and does, in fact, so elect) and who in connection with his/her prior
termination neither was otherwise specially vested under Section 3.5(a)(i) of
the Plan as then in effect nor received a cash payment equivalent to his/her
Plan benefits.  Except as hereinabove and heretofore amended and modified, the
Plan, as originally adopted on March 9, 1990, shall remain in full force and 
effect.