EXHIBIT 10.8(ii)


                                 AMENDMENT NO. 1
                                     TO THE
                           GEORGIA-PACIFIC CORPORATION
                      1995 SHAREHOLDER VALUE INCENTIVE PLAN


         WHEREAS, the Board of Directors (the "Board") of Georgia-Pacific
Corporation (the "Corporation") adopted the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan (the "SVIP") effective April 1, 1995, and the
SVIP was thereafter approved by the shareholders of the Corporation;

         WHEREAS, pursuant to Section 5.1 of the SVIP, the Board has retained
the authority to amend the SVIP from time to time, subject to certain
limitations; and

         WHEREAS, the Board deems it desirable to amend the SVIP to permit
grants under the SVIP during the first quarter of any calendar year;

         NOW, THEREFORE, the Board hereby amends the SVIP as follows effective
January 1, 1996:

         The second full sentence of Section 2.1 of the SVIP is amended by
deleting the proviso at the end thereof, so that as modified, the sentence reads
as follows:

                 "Prior to each Grant Date following the Effective Date, the
                  Committee, in its sole discretion, shall designate the
                  Employees who shall become Participants in this Plan at each
                  such Grant Date."

         Except as modified in this Amendment, the SVIP, as in effect from April
1, 1995, shall remain in full force and effect.


Approved by the Board:  February 1, 1996