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As filed with the Securities and Exchange Commission on June 24, 2004

Registration No. 333-            

UNITED STATES
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 registrant as specified in its charter)

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

400 Perimeter Center Terrace, Suite 595
Atlanta, Georgia 30346
(Address of Principal Executive Offices) (Zip Code)

GEORGIA GULF CORPORATION AMENDED AND RESTATED 2002 EQUITY
AND PERFORMANCE INCENTIVE PLAN
(Full title of the plan)

JOEL I. BEERMAN, ESQ.
400 Perimeter Center Terrace, Suite 595
Atlanta, Georgia 30346
(Name and address of agent for service)
 (770) 395-4500
(Telephone number, including area code, of agent for service)

WITH A COPY TO:
Lisa A. Stater, Esq.
Jones Day
1420 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309-3053
(404) 521-3939

CALCULATION OF REGISTRATION FEE

Title of securities
to be registered
   Amount to
be registered
   Proposed maximum
offering price
per share
   Proposed maximum
aggregate
offering price
   Amount of
registration fee
Common Stock, $.01 par value, and Preferred Share Purchase Rights   1,000,000 shares(1)   $33.22(2)   $33,220,000(2)   $4,209
(1)
In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon adjustment due to stock splits, stock dividends and anti-dilution provisions, and other adjustment provisions as provided in the Georgia Gulf Corporation 2002 Amended and Restated Equity and Performance Incentive Plan (the "Plan"), as well as the preferred share purchase rights, which are attached to the shares of common stock being registered, and will be issued for no additional consideration so that no additional registration fee is required.

(2)
Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933. The offering price of the shares is based on $33.22, the average of the high and low prices of a share on the New York Stock Exchange on June 17, 2004, a date within five business days of the date of this registration statement.


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 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 following documents filed by the Company (file no. 1-9753) with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference into this registration statement and made a part hereof:

        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.

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        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.

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        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.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Inapplicable.


ITEM 8. EXHIBITS.

EXHIBIT NO.
   DESCRIPTION
4   Georgia Gulf Corporation Amended and Restated 2002 Equity and Performance Incentive Plan (incorporated by reference to Appendix B to the proxy statement in connection with the Company's 2004 annual meeting of stockholders, filed with the Commission in definitive form on April 13, 2004).
*5   Opinion of Jones Day regarding validity.
*23.1   Consent of Jones Day (included in Exhibit 5).
*23.2   Consent of Deloitte & Touche LLP.
*24   Power of Attorney (included as part of signature page).

*filed herewith


ITEM 9. UNDERTAKINGS.

(a)
The undersigned registrant hereby undertakes:

(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)
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;

PROVIDED, HOWEVER, paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the

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Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under 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.

(c)
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 registrant 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 registrant 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.

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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 24th day of June, 2004.

    GEORGIA GULF CORPORATION

 
 
By:
/s/  EDWARD A. SCHMITT      
Edward A. Schmitt
 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 24th day of June, 2004. Each person whose signature appears below constitutes and appoints James T. Matthews and Joel I. Beerman, and either of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or either of them or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

SIGNATURE
   TITLE

 
 
 
/s/  EDWARD A. SCHMITT      
Edward A. Schmitt		   President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/  JAMES T. MATTHEWS      
James T. Matthews
 
Vice President Finance, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

John E. Akitt
 
Director

/s/  CHARLES L. HENRY      
Charles L. Henry
 
Director

/s/  DENNIS M. CHORBA      
Dennis M. Chorba
 
Director
     

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/s/  YOSHI KAWASHIMA      
Yoshi Kawashima
 
Director

/s/  PATRICK J. FLEMING      
Patrick J. Fleming
 
Director

/s/  JERRY R. SATRUM      
Jerry R. Satrum
 
Director

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EXHIBIT INDEX

EXHIBIT NO.
   DESCRIPTION
5   Opinion of Jones Day regarding validity.
23.1   Consent of Jones Day (included in Exhibit 5).
23.2   Consent of Deloitte & Touche LLP.
24   Power of Attorney (included as part of signature page).



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EXPLANATORY NOTE
GEORGIA GULF CORPORATION REGISTRATION STATEMENT ON FORM S-8
PART II
SIGNATURES
EXHIBIT INDEX