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