As filed with the Securities and Exchange             Registration No. 33-  
Commission on December 5, 1995
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                                        

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                                        

                            GEORGIA GULF CORPORATION
               (Exact name of issuer as specified in its charter)

        DELAWARE                                58-1563799
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

                    400 Perimeter Center Terrace, Suite 595
                            Atlanta, Georgia  30346
                    (Address of principal executive office)
                                                        
                                        
                            GEORGIA GULF CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                                        

                                JERRY R. SATRUM
                    400 Perimeter Center Terrace, Suite 595
                            Atlanta, Georgia  30346
                                  770/395-4500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                           3500 One Peachtree Center,
                           303 Peachtree Street, N.E.
                          Atlanta, Georgia  30308-3242
                                                        



                        CALCULATION OF REGISTRATION  FEE

Title of securities            Amount to be   Proposed maximum     Proposed maximum    Amount of
to be registered                registered     offering price        aggregate       registration fee(2)
                               per share (1)  offering price (1)


                                                                           
Common Stock, $.01 par value   800,000 shares      $29.4848         $23,587,840        $8,133.74


  (1) Calculated pursuant to Rule 457(h)(1) on the basis of $29.4848 per share
(representing 85% of the average of the high and low prices per share as 
reported by the New York Stock Exchange on November 29, 1995), which is the 
maximum price at which shares of Common Stock may be purchased under the 
Georgia Gulf Corporation Employee Stock Purchase Plan (the "Plan"),
multiplied by 800,000, the maximum number of shares that may be purchased
pursuant to the Plan.
  (2)Represents 1/29th of 1% of the proposed maximum aggregate offering price.


                             EXPLANATORY NOTE

  In accordance with the Note to Part I of Form S-8, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on 
Form S-8 for offers of shares of the Common Stock of Georgia Gulf Corporation
(the "Company") under the Georgia Gulf Corporation Employee Stock Purchase 
Plan (the "Plan").



                         GEORGIA GULF CORPORATION

                    REGISTRATION STATEMENT ON FORM S-8

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

 The Company hereby incorporates by reference into this Registration 
Statement the following documents:

 (a)  The Company's Annual Report on Form 10-K for the fiscal year ended 
      December 31, 1994.

 (b)  All other reports filed with the Commission pursuant to Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), since December 31, 1994.

 (c)  The description of the Common Stock contained in the Company's 
      Registration Statement on Form 8-A declared effective by the Commission
      on May 15, 1990, as amended, and the description of the related
      Preferred Share Purchase Rights contained in the Company's Registration
      Statement on Form 8-A filed with the Commission on May 11, 1990, as 
      amended.

 All documents subsequently filed by the Company pursuant to Sections 13(a), 
 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a 
 post-effective amendment which indicates that all securities have been sold or
 which deregisters all securities then remaining unsold shall be deemed to be
 incorporated by reference in this Registration Statement and to be a part 
 hereof from the date of filing such documents.

Item 4.        Description of Securities.

 Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

 Inapplicable.

Item 6.  Indemnification of Directors and Officers.

 Article VIII of the Company's Certificate of Incorporation provides that to
the fullest extent permitted by the Delaware General Corporation Law (the
"GCL"), a Director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the Director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the GCL, or (iv) for any transaction from which the 
Director derived any improper personal benefit.

 The Company's Bylaws (Article XIII) provide that the Company shall indemnify
any person who was or is a party or who is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the Company), by reason of the fact that he is or was a Director or
officer of the Company or is or was serving at the request of the Company as
a director or officer of another corporation, partnership, joint venture, 
trust or other enterprise, against all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he 
acted in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

 With respect to indemnification of officers and directors, Section 145 of 
the GCL provides that a corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, against 
expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him in connection with such 
action, suit or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to be the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful.  Under this provision
of the GCL, the termination of any action, suit or proceeding by judgment, 
order, settlement, conviction, or upon a plea of nolo contendere or its 
equivalent, shall not, of itself, create a presumption that the person did 
not act in good faith and in a manner which he reasonably believed to be in 
or not opposed to the best interests of the corporation, and, with respect 
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

 Furthermore, the GCL provides that a corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action or suit by or in the right of the 
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the  corporation, or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust 
or other enterprise, against expenses (including attorneys' fees) actually 
and reasonably incurred by him in connection with the defense or settlement 
of such action or suit if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation and except that no indemnification shall be made in respect or 
any claim, issue or matter as to which such person shall have been adjudged 
to be liable for negligence or misconduct in the performance of his duty to 
the corporation unless and only to the extent that the Court of Chancery or 
the court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability but in view of all 
circumstances of the case, such person is fairly and reasonably entitled to 
indemnity for such expenses which the Court of Chancery or such court shall 
deem proper.

 Section 145(g) of the GCL provides that a corporation shall have power to 
purchase and maintain insurance on behalf of any person who is or was a 
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the 
corporation would have the power to indemnify him against such liability 
under the provisions of Section 145.

 The Company maintains several directors and officers liability policies 
which, subject to the terms and exclusions of the policies, cover any claim 
or claims made during the period the policies are in force, against all 
persons who were, now are or shall be duly elected directors or officers of 
the Company for any actual or alleged error or misstatement or misleading 
statement or act or omission or neglect or breach of duty by such persons 
insured while acting in their individual or collective capacities, on any 
matter, not excluded by the terms and conditions of the policies, claimed 
against them solely by reason of their being directors or officers of the 
Company.  The limit of liability under the policies is $50 million per policy
year.

Item 7.  Exemption from Registration Claimed.

 Inapplicable.


Item 8.  Exhibits.

Exhibit No.    Description

 4    Georgia Gulf Corporation Employee Stock Purchase Plan

 5    Opinion of Jones, Day, Reavis & Pogue as to the legality of the
      securities being registered.

 23.1 Consent of Arthur Andersen LLP

 23.2 Consent of Jones, Day, Reavis & Pogue (included in the opinion filed
      as Exhibit 5 to the Registration Statement).

 24   Power of Attorney (included as part of signature page).

Item 9.        Undertakings.

     (a)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities 
Act"), each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of 
an employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

     (b)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Company will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

     (c)  The Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to 
     include any material information with respect to the plan of 
     distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be 
     the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.



                                SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Atlanta, State of Georgia, on this 5th day of 
December, 1995.


                        GEORGIA GULF CORPORATION



                        By: /s/ Jerry R. Satrum                                 
      
                            Jerry R. Satrum
                            President and Chief Executive Officer



 Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the
capacities indicated below on the 5th day of December, 1995.  Each person 
whose signature appears below constitutes and appoints Jerry R. Satrum and
Richard B. Marchese, jointly and severally, his true and lawful attorneys-in-
fact each, with full power of substitution, for him and in his name, place 
and stead, in any and all capacities, to sign any amendments to this 
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.



   Signature                       Title       


/S/ Jerry R. Satrum                President, Chief Executive Officer and
Jerry R. Satrum                    Director
                                     (Principal Executive Officer)

/S/Richard B. Marchese             Vice President-Finance, Chief Financial
Richard B. Marchese                Officer and Treasurer 
                                     (Principal Financial and Accounting
                                      Officer)

/S/ James R. Kuse                  Chairman and Director
James R. Kuse


/S/John D. Bryan                   Director
John D. Bryan


/S/Dennis M. Chorba                                             
Dennis M. Chorba                    Director



/S/Albred C. Eckert III             Director
Alfred C. Eckert III


/S/ Robert E. Flowerree             Director
Robert E. Flowerree


/S/Holcombe T. Green, Jr.           Director
Holcombe T. Green, Jr.


/S/Edward S. Smith                  Director
Edward S. Smith




                               EXHIBIT INDEX


                                                            Sequentially
Exhibit No.                    Description                  Numbered Page

 4       Georgia Gulf Corporation Employee Stock Purchase Plan

 5       Opinion of Jones, Day, Reavis & Pogue

 23.1    Consent of Arthur Andersen LLP

 23.2    Consent of Jones, Day, Reavis & Pogue 
         (contained in Exhibit 5)

 24      Power of Attorney (included as part of
         signature page)




                                                                  Exhibit 4



                         GEORGIA GULF CORPORATION

                       Employee Stock Purchase Plan


 1.      The Plan.  This Plan dated as of December 5, 1995 shall be known as
the "Employee Stock Purchase Plan."  The purpose of this Plan is to permit 
certain employees of Georgia Gulf Corporation and its subsidiaries 
(collectively at times referred to as the "Company") to obtain or increase a
proprietary interest in the Company by permitting them to purchase shares of
the Company's Common Stock on a discount basis.

 2.      Common Stock Available Under the Plan.  Subject to adjustment as 
provided in Section 12(a) of this Plan, the number of shares issued or 
transferred under the Plan shall be 800,000 shares of Common Stock, of the par
value of $0.01 each.  The Company shall offer such shares for subscription in
the manner and on the terms hereinafter provided to those persons who are 
Eligible Employees on an applicable Grant Date.  Shares which are subscribed
for but thereafter cease to be subject to a subscription agreement hereunder
shall remain available under the Plan for future subscriptions.  For purposes
of this Plan, "Grant Date" means the last business day of each fiscal year of 
the Company during which the Plan is effective.  The first Grant Date under 
this Plan will be December 29, 1995.  The purchase price per share shall be 
the lower of 
 (i)     85% of the mean between the high and low sales prices of the Common 
Stock (as reported in the record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall Street Journal) on such
Grant Date (or on the next regular business date on which shares of the 
Common Stock of the Company shall be traded in the event that no shares of 
the Common Stock shall have been traded on the Grant Date); or

 (ii)    85% of the mean between the high and low sales prices of the Common
Stock (as reported in the record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall Street Journal) on the 
Exercise Date (or on the preceding regular business date on which shares of 
the Common Stock shall be traded in the event that no shares of the Common 
Stock shall have been traded on the Exercise Date).  For purposes of this 
Plan, Exercise Date means the last business day of the fiscal year following
the fiscal year that includes the Grant Date.  The first Exercise Date under
the Plan will be December 31, 1996. 

 The purchase price per share shall be subject to adjustment in accordance 
with the provisions of Section 12(a).  The shares of Common Stock that may be
purchased under this Plan may be authorized but unissued shares, treasury 
shares or shares acquired on the open market.

 3.      Eligible Employees.  The "Eligible Employees" shall be those 
persons, and only those persons, who are employees of the Company on an 
applicable Grant Date, and whose customary employment at such Grant Date is
more than 20 hours per week, with the exception of any person who immediately
prior to a Grant Date would be deemed for purposes of Section 423(b)(3) of 
the Internal Revenue Code of 1986 (the "Code") to own stock possessing 5% or
more of the total combined voting power or value of all classes of stock of 
the Company.  The term "employees of the Company" in the immediately 
preceding sentence shall include employees of any corporation in which the
Company owns, directly or indirectly, 50% or more of the combined voting 
power of all classes of stock and which has been designated by the Board of 
Directors of the Company as a corporation whose employees may participate in
the Plan.  Notwithstanding anything to the contrary in this Section 3, no 
officer of the Company subject to Section 16 of the Securities Exchange Act
of 1934 who as of a Grant Date is a "highly compensated employee" within the
meaning of Section 414(q) of the Code shall be eligible to participate in 
this Plan. 

 4.      Subscriptions.  (a) Subscriptions pursuant to this Plan shall be
evidenced by the completion and execution of subscription agreements in the 
form provided by the Company and the delivery thereof to the Company in the 
time and manner specified by the Company.  Subscription agreements shall not
be subject to termination or reduction after the full dollar amount of shares
covered by such agreement has been withheld or paid as provided herein.

 (b) Each Eligible Employee shall (subject to the terms of this Plan) be 
entitled to subscribe, in the manner and on the terms herein provided, for 
the number of whole shares of Common Stock of the Company which can be 
purchased at the purchase price determined under Section 2, with equal 
installments of not less than $10 nor more than 15% of his periodic rate of 
compensation (weekly or semi-monthly, as the case may be), determined as 
hereinafter provided.  Notwithstanding the above, in no event may an Eligible
Employee subscribe for and purchase under the Plan more than 5,000 shares for
any single fiscal year.

 (c)     In the case of Eligible Employees who are employed by the Company on
the November 1 immediately preceding an applicable Grant Date, the periodic 
rate of compensation (excluding any bonus or other special compensation) 
shall be computed on the basis of the rate of compensation in effect on the 
November 1 immediately preceding the applicable Grant Date.  In the case of
Eligible Employees who become employed by the Company after the November 1 
immediately preceding an applicable Grant Date, the periodic rate of 
compensation (excluding any bonus or other special compensation) shall be 
computed on the basis of the rate of compensation in effect on the date of 
hire.

 (d)     In the event that upon the termination of the subscription period 
for any fiscal year under this Plan the aggregate number of shares subscribed
for pursuant to this Plan shall exceed the shares then available under this 
Plan, then all subscriptions for such year shall be reduced proportionately,
but disregarding fractions of shares, to the extent necessary so that the 
aggregate number of shares covered by all such subscriptions pursuant to this
Plan will not exceed the number of shares then available under this Plan.

 5.      This Plan shall be submitted for approval by the stockholders of the
Company prior to November 30, 1996.  Subscriptions shall be subject to the 
condition that prior to such date this Plan shall be approved by the 
stockholders of the Company in the manner contemplated by Section 423(b)(2) 
of the Internal Revenue Code of 1986.  If not so approved prior to such date,
this Plan shall terminate, all subscriptions hereunder shall be canceled and
be of no further force and effect, and all persons who shall have subscribed
for shares pursuant to this Plan shall be entitled to the prompt refund in 
cash of all sums withheld from or paid by them pursuant to this Plan and 
subscriptions hereunder, together with simple interest, also in cash, on the
amount of such refund computed from the respective dates of withholding, at 
the rate of 6% per annum.

 6.      Payment of Purchase Price.  Except to the extent provided in 
Sections 8, 9, 10, and 11, the dollar value of shares subscribed for under 
this Plan shall be paid in equal installments withheld from the subscribing 
employee's compensation (weekly or semi-monthly, as the case may be) during 
the period of 12 consecutive calendar months commencing after the applicable
Grant Date.

 In the event of a change in an employee's payment schedule, an appropriate 
change shall be made in the schedule of installments to be withheld so that 
the portion of the purchase price not theretofore withheld will be withheld
in equal installments over the remainder of such 12 month period.  No amount
shall be withheld or paid after the applicable Exercise Date.

 7.      Issuance of Shares; Delivery of Stock Certificates.  Shares covered by
a subscription agreement entered into pursuant to this Plan shall, except to
the extent set forth in Section 9(a) and Section 9(b), be deemed to have been
issued and sold on the applicable Exercise Date.  Prior to that time, no 
person shall have any rights as a holder of any shares covered by such a 
subscription agreement.  No adjustment shall be made for dividends or other 
rights for which the record date is prior to that time except as provided in
Section 12(a).  Promptly after the full purchase price shall have been so 
withheld or paid, the Company shall issue and deliver a stock certificate or
certificates therefor.  In the event the amount of accumulated payroll 
deductions is greater than the full purchase price of all shares covered by
a subscription agreement, such excess shall be promptly returned in cash 
(without interest) to the subscribing employee. 

 8.      Right to Terminate Subscription or to Reduce Number of Shares 
Subscribed For.  (a)  Subject to the provisions of Section 4(a), each 
subscribing employee shall have the right, at any time before the full 
purchase price of all shares then covered by his subscription agreement shall
have been withheld or paid, to terminate his subscription agreement or to 
reduce the dollar value of his periodic contributions covered by his 
subscription agreement by notice in writing delivered to the Company.

 (b)     A subscribing employee who shall terminate his subscription 
agreement shall be entitled to request the prompt refund, in cash, of the 
full amount theretofore withheld from and paid by him pursuant to this Plan
and such subscription agreement.

 (c)     A subscribing employee who shall reduce the dollar value of his
periodic contributions covered by his subscription agreement shall be 
entitled to receive the number of shares of Common Stock of the Company which
can be purchased at the purchase price determined under Section 2.

 (d)     A subscribing employee who shall terminate his subscription agreement
or reduce the dollar value of his periodic contributions covered by his 
subscription agreement shall be entitled to participate in future subscriptions.

 9(a).  Retirement.  If a subscribing employee shall retire from the employ
of the Company and be eligible at such time to commence, and actually 
commences, receiving early or normal retirement benefits from the Company's
qualified defined benefit plan covering such employee (if no employer-
sponsored qualified defined benefit plan covers the employee, then a 
qualified defined contribution plan), he shall have, during the period of 
three months following the date of termination (but in no event after the 
applicable Exercise Date), the right provided in Section 8(b), and if the 
Plan shall have been approved by the stockholders of the Company pursuant to
Section 5 prior to the expiration of such three month period, the additional
right to receive the number of whole shares which can be purchased at the 
purchase price on the Grant Date determined under Section 2(i) with the full
amount theretofore withheld from and paid by him pursuant to this Plan and 
his subscription agreement, together with cash in an amount equal to any 
balance of the amount so withheld and paid (without interest on such cash).
Such shares shall be delivered to the employee within a reasonable period of
time after the employee has notified the Company of his election to exercise
this right.  Any such retired employee who shall not make a timely election 
to exercise the foregoing rights shall be deemed to have elected to receive 
cash in an amount equal to the full amount theretofore withheld pursuant to 
his subscription agreement.

 9(b).  Death or Disability.  In the event of the death or disability of a 
subscribing employee prior to an applicable Exercise Date, the disabled 
employee or the personal representative of the decedent, as the case may be,
shall have the rights provided or referred to in Section 9(a).  Any such 
disabled employee or personal representative who shall not make a timely 
election to exercise such rights shall be deemed to have elected to exercise
the right to receive cash as described in Section 9(a).  For purposes of this
subsection (b), a subscribing employee shall be deemed "disabled" if the 
employee would be "disabled" pursuant to the standards set forth in the 
Georgia Gulf Corporation Salaried Long-Term Disability Plan whether or not he
or she is covered under that plan.

 9(c).  Termination of Employment Other Than by Reason of Retirement, Death 
or Disability.  In the event of the voluntary or involuntary termination of 
employment with the Company of a subscribing employee other than by reason
of retirement, death or disability prior to an applicable Exercise Date, the
employee shall be entitled only to the prompt refund, in cash, of the full 
amount theretofore withheld from and paid by him pursuant to this Plan 
(without interest on such cash).

 10.     Temporary Layoff and Authorized Leave of Absence.   
(a)      Installment payments shall be suspended during a period of inactive
service due to temporary layoff or authorized leave of absence without pay. 
If the subscribing employee shall return to active service prior to an 
applicable Exercise Date, installment payments shall be commenced or resumed,
and he shall be entitled to elect, within 10 days after return to active 
service but in no event after the applicable Exercise Date, either (i) to 
make up the deficiency in his account by an immediate lump sum cash payment
equal to the aggregate of the installments which would have been withheld had
he not been absent, or (ii) to have future installments uniformly increased 
(to the maximum possible extent) to adjust for such deficiency, or (iii) not
to make up such deficiency and to reduce the dollar value of shares covered
by his subscription agreement.  An employee who does not make a timely 
election pursuant to this Section 10(a) shall be deemed to have elected the
alternative described in clause (iii) hereof.

 (b)     For the purpose of this Plan, a subscribing employee shall be deemed
to be terminated from his or her employment with the Company if such layoff
or leave of absence exceeds a period of 90 consecutive days and such employee
does not have a guaranteed right to reemployment either by statute or 
contract, and, in such case, such employee shall have, effective as of the
expiration of such 90-day period, only those rights provided in Section 9(c)
hereof.

 11.  Insufficiency of Pay to Permit Withholding of Installment.  (a)  If in
any payroll period, for any reason other than temporary layoff or authorized
leave of absence without pay, a subscribing employee shall receive no pay or
his pay shall be insufficient (after all other proper deductions) to permit 
withholding of his installment payment, the employee may make payment of such
installment in cash when due.

 (b)     In the event of any failure by a subscribing employee to make timely
payment in cash of any installment which cannot be withheld because of the 
circumstances contemplated by Section 11(a), the Company shall mail a notice
of deficiency to such employee at his last known business or home address.  
If the employee does not make payment in cash of such deficiency within 10 
days after the mailing of such notice, such employee shall forfeit his right
to make cash payment of installments under Section 11(a).

 12.  Definition of Common Stock; Effect of Certain Transactions.  
(a)     The term "Common Stock" as used in this Plan refers to shares of the
Common Stock of the Company as presently constituted and any shares of Common 
Stock which may be issued by the Company in exchange for or reclassification 
thereof.  Except as otherwise specifically provided for under Section 12(b),
the Board of Directors may make or provide for such adjustments in the purchase
price per share and in the number or kind of shares of the Common Stock or 
other securities covered by outstanding subscription agreements as the Board
of Directors in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of 
Eligible Employees that would otherwise result from (i) any stock dividend,
stock split, combination of shares, recapitalization or other change in the 
capital structure of the Company; (ii) any merger, consolidation, spin-off, 
split-off, spin-out, split-up, separation, reorganization, partial or 
complete liquidation, or other distribution of assets, issuance of rights or
warrants to purchase stock; or (iii) any other corporate transaction or 
event having an effect similar to any of the foregoing.  Moreover, in the 
event of any such transaction or event, the Board of Directors, in its 
discretion, may provide in substitution for any or all rights under 
outstanding subscription agreements under this Plan such alternative 
consideration as it, in good faith, may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all
rights so replaced, except that in no event shall the Board of Directors 
substitute such alternative consideration that would disqualify this Plan as
an "employee stock purchase plan" within the meaning of Section 423 of the 
Code.  The Board of Directors may also make or provide for such adjustments
in the number of shares specified in Section 2 as the Board of Directors in 
its sole discretion may in good faith determine to be appropriate in order 
to reflect any transaction or event described in this Section 12(a).

 (b)     Anything in this Plan or in any subscription agreement entered into
pursuant hereto to the contrary notwithstanding (except as provided in 
Section 13), each subscribing employee shall have the right immediately prior to
any merger or consolidation of which the Company is not to be the survivor, or
the liquidation or dissolution of the Company, to elect (i) to receive the 
number of whole shares which can be purchased at the purchase price on the 
Grant Date determined under Section 2(i) under this Plan with the full amount
theretofore withheld from or paid by him pursuant to this Plan and his 
subscription agreement, together with cash in an amount equal to any balance
of the amount so withheld and paid (without interest on such cash), (ii) to 
prepay in cash in a lump sum the unpaid balance of the purchase price covered
by his subscription agreement or (iii) to receive a refund, in cash, of the 
full amount theretofore withheld, together with simple interest, also in 
cash, on the amount of such refund computed from the respective dates of
withholding, at the rate of 6% per annum.  The subscription agreement of any
subscribing employee who shall not make such an election shall terminate 
upon such merger, consolidation, liquidation or dissolution and his rights
shall be those provided in clause (i) of this Section 12(b), unless the 
surviving corporation in its absolute and uncontrolled discretion shall offer
such subscribing employee the right to purchase its shares in substitution 
for his rights under such subscription and he shall accept such offer.

 13.  Limitation on Right to Purchase.  Anything in this Plan to the contrary
notwithstanding, (i) no shares may be purchased under this Plan to the extent
not permitted by Section 423(b)(8) of the Code, (ii) if at any time when any
person is entitled to complete the purchase of any shares pursuant to this 
Plan, after taking into account such person's rights, if any, to purchase 
Common Stock of the Company under all other stock purchase plans of the 
Company, the result would be that during the then current calendar year, such
person would have become entitled to purchase during such calendar year under
this Plan and all such other plans a number of shares of Common Stock which 
would exceed the maximum number of shares permitted by the provisions of 
Section 423(b)(8) of the Code, then the number of shares which such person 
shall be entitled to purchase pursuant to this Plan shall be reduced by the
number which is one more than the number of shares which represents such 
excess, and (iii) if any person entitled to subscribe for shares hereunder 
would be deemed for the purposes of Section 423(b)(3) of the Code to own 
stock (including the maximum number of shares for which such person would be
entitled to subscribe pursuant to the foregoing formula) possessing 5% or 
more of the total combined voting power or value of all classes of stock of
the Company which are issued and outstanding immediately after the applicable
Grant Date, the maximum number of shares which such person shall be entitled
to subscribe for on such Grant Date, pursuant to this Plan shall be reduced 
to that number which, when added to the number of shares of Common Stock of 
the Company which such person is so deemed to own (excluding the maximum number
of shares for which such person would be entitled to subscribe pursuant to 
the foregoing formula), is one less than such 5%.

 14.  Non-Assignability; Personal Representative of Deceased Employees.  
(a)  None of the rights of an employee under this Plan or any subscription
agreement entered into pursuant thereto shall be transferable by such employee
otherwise than by will or the laws of descent and distribution and, during the
lifetime of such employee, such rights shall be exercisable only by him.  Any
such attempted transfer not permitted by this Plan or by the subscription 
agreements shall be void, and the Company shall treat such transfer as cause
for termination of the subscription agreements of the transferor and, if the
transferee is then a participant in the Plan, the transferee.  Notice of 
termination shall be effected as provided in paragraph 11(b), and the rights
of such transferees and transferors shall be limited the right to the prompt
refund, in cash, of the full amounts theretofore withheld and paid by them 
pursuant to this Plan and their subscription agreements.

 (b)     References herein, other than in Section 3, hereof, to employees shall
be deemed to include the personal representative of a deceased employee.

 15.  Construction; Administration.  All questions with respect to the 
construction and application of the Plan and subscription agreements entered
into pursuant thereto and the administration of this Plan shall be settled by
the determination of the Board of Directors of the Company or of one or more
other persons designated by it, which determinations shall be final, binding
and conclusive on the Company and all employees and other persons.

 16.  Notice.  Any election or other notice required to be given by a 
subscribing employee under this Plan shall be in writing and shall be 
delivered personally or by mail, postage prepaid, addressed to the place 
designated by the Company for delivery of the subscription agreement.  If an
election is made which requires the payment of a sum of money, such sum shall
accompany the written election.

 17.  Amendment.  The Plan may be amended by the Board of Directors in any way
which shall not adversely affect the rights of employees under subscription 
agreements theretofore entered into pursuant hereto.







                                                                  Exhibit 5

                             December 5, 1995


Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia  30346

Gentlemen:

 We have served as counsel to Georgia Gulf Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to the Company's Registration Statement on
Form S-8 (the "Registration Statement"), of a proposed offering of up to 
800,000 shares (the "Shares") of the Company's Common Stock, $.01 par value,
issuable pursuant to the Company's Employee Stock Purchase Plan (the "Plan").

 We have examined and are familiar with originals or copies, certified or 
otherwise identified to our satisfaction, of such documents, corporate 
records and other instruments relating to the incorporation of the Company and
to the authorization and issuance of the Common Stock as we have deemed 
necessary and advisable for purposes of rendering this opinion.  Based upon 
and subject to the foregoing, and having regard for such legal considerations
as we have deemed relevant, it is our opinion that:

 (1)     the Company is a corporation duly incorporated and validly existing
         in good standing under the laws of the State of Delaware; and

 (2)     the Shares have been duly authorized and, when transferred or issued
         as contemplated by the Plan, will be validly issued, fully paid and
         nonassessable.

 We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                       
                                       Very truly yours,



                                       
                                       JONES, DAY, REAVIS & POGUE



                                                            Exhibit 23.1
                                                             

                 Consent of Independent Public Accountants


 As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 14, 
1995 included or incorporated by reference in Georgia Gulf Corporation's 
Form 10-K for the year ended December 31, 1994 and to all references to our
Firm included in this registration statement. 


                                       ARTHUR ANDERSEN LLP


Atlanta, Georgia
December 4, 1995