
<PAGE>


--------------------------------------------------------------------------------


                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   (Mark One)
                |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1998

                                       OR

              | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________ to ________

                          Commission File Number 1-9753

                                ----------------

                            GEORGIA GULF CORPORATION
             (Exact name of Registrant as specified in its Charter)

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

       400 PERIMETER CENTER TERRACE, SUITE 595, ATLANTA, GEORGIA  30346
           (Address of principal executive offices)             (Zip Code)

 Registrant's telephone number, including area code: (770) 395-4500

Securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934:

     TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------             -----------------------------------------
COMMON STOCK, $0.01 PAR VALUE               NEW YORK STOCK EXCHANGE, INC.

Securities registered pursuant to Section 12(g) of the Act:  NONE

       Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X    No
                                             ---      ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
                            ---

       Aggregate market value of the voting stock held by nonaffiliates of the
Registrant, computed using the closing price on the New York Stock Exchange for
the Registrant's common stock on March 23, 1999, was $332,304,000.

       Indicate the number of shares outstanding of the Registrant's common
stock as of the latest practicable date.

             CLASS                              OUTSTANDING AT MARCH 23, 1999
             -----                              -----------------------------
 COMMON STOCK, $0.01 PAR VALUE                        30,911,954 SHARES

                        DOCUMENTS INCORPORATED BY REFERENCE
                         (To the Extent Indicated Herein)

  1998 Annual Report to Stockholders in Parts II and IV of this Form 10-K.

      Proxy Statement for the Annual Meeting of Stockholders to be held 
              on May 18, 1999, in Part III of this Form 10-K.

--------------------------------------------------------------------------------

<PAGE>

                           TABLE OF CONTENTS

                                PART I

                                                                        PAGE
ITEM                                                                   NUMBER
----                                                                   ------
1)     Business
              General Description of Business                             1 - 2
              Chlorovinyl Products                                        2 - 3
              Aromatic Chemical Products                                  3 - 4
              Methanol                                                        4
              Great River Oil & Gas Corporation                               4
              North American Plastics, Inc.                                   5
              Significant Customer                                            5
              Marketing and Sales                                             5
              Raw Materials                                                 5-6
              Competition                                                     6
              Employees                                                       6
              Environmental Regulation                                        6
              Year 2000 Computer Systems Compliance                           6
              Forward-Looking Statements                                      7
2)     Properties                                                         7 - 8
3)     Legal Proceedings                                                  8 - 9
4)     Submission of Matters to a Vote of Security Holders                    9

                                PART II

5)     Market Price of and Dividends on the Registrant's Common Equity
              and Related Stockholder Matters                                10
6)     Selected Financial Data                                               10
7)     Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                      10
7A)    Quantitative and Qualitative Disclosures about Market Risk            10
8)     Financial Statements and Supplementary Data                           10
9)     Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure                                       10

                               PART III

10)    Directors and Executive Officers of the Registrant                    11
11)    Executive Compensation                                                11
12)    Security Ownership of Certain Beneficial Owners and Management        11
13)    Certain Relationships and Related Transactions                        12

                                PART IV

14)    Exhibits, Financial Statement Schedules and Reports on Form 8-K  13 - 17

SIGNATURES                                                                   18


<PAGE>


                                 PART I
ITEM 1.           BUSINESS.


GENERAL DESCRIPTION OF BUSINESS

         Georgia Gulf Corporation is a major manufacturer and worldwide 
marketer of two highly integrated product lines, chlorovinyls and aromatic 
chemicals; and also a third product line, methanol, a natural gas chemical. 
Georgia Gulf's chlorovinyl products include chlorine, caustic soda, sodium 
chlorate, vinyl chloride monomer ("VCM") and polyvinyl chloride ("PVC") 
resins and compounds. Georgia Gulf's primary aromatic chemical products 
include cumene, phenol and acetone. For selected financial information 
concerning these product lines, see Note 18 to Georgia Gulf's consolidated 
financial statements incorporated by reference in Item 14.

         Georgia Gulf has operated as an independent corporation since its 
acquisition on December 31, 1984, of a major portion of the business and 
assets of the chemical division of Georgia-Pacific Corporation. Georgia 
Gulf's operations include:

         --        production units at six locations;
         --        several marketing organizations to handle sales;
         --        a technical service laboratory; and
         --        a purchasing organization to buy all major raw materials.

At Georgia Gulf's six manufacturing locations, there are thirteen plants 
including six located in Plaquemine, Louisiana. Georgia Gulf also owns an air 
separation plant located in Plaquemine, Louisiana, which supplies all of the 
oxygen and nitrogen requirements for the complex. Georgia Gulf leases a 
cogeneration facility that supplies essentially all of the electricity and 
steam requirements for the Plaquemine, Louisiana, complex. In addition, 
Georgia Gulf leases storage terminals and warehouses from which a portion of 
its products is distributed to customers.

         Georgia Gulf's products are generally intermediate chemicals that 
are sold for further processing into a wide variety of end-use applications. 
Some of the more significant end-use markets include:

         --        plastic pipe and pipe fittings, window lineals and siding,
                   wire and cable insulation, packaging material and containers
                   made from vinyl resins and compounds;
         --        adhesives for wood products and high quality plastics made 
                   from phenol;
         --        acrylic sheeting for automotive and architectural products
                   made from acetone; and
         --        formaldehyde and methyl tertiary-butyl ether ("MTBE"), a 
                   gasoline additive, produced from methanol.

         The following percentages of sales were made in 1998 to manufacturers
in the following industries:


                INDUSTRY                        PERCENTAGE OF SALES
-----------------------------------------  -----------------------------
Housing and construction                                31%
Plastics and fibers                                     22%
Solvents and chemicals                                  18%
Consumer products                                       16%
Pulp and paper                                          4%
Miscellaneous                                           9%

                                     1

<PAGE>

         In the commodity chemical industry, the cost of raw materials, as 
well as the overall industry capacity and demand for particular product 
lines, significantly affect pricing of products. These factors also impact 
Georgia Gulf's earnings and cash flow. Georgia Gulf has invested $613 million 
in the past five years to maintain, expand and improve the efficiency of its 
operating facilities. The major planned capital expenditures for 1999 will be 
directed toward certain environmental projects and increased efficiency of 
existing operations. Management believes that with its low-cost position and 
integrated product lines, Georgia Gulf is well-positioned to compete in its 
various product lines.

         Georgia Gulf's long-term strategy is to continue to make investments 
that will improve or maintain its low-cost position, as well as selective and 
prudent capacity additions and expansions in its core product areas. In 
addition, Georgia Gulf will consider acquisitions, joint ventures or similar 
transactions that management believes will promote profitable growth in 
present and closely related product lines.

CHLOROVINYL PRODUCTS

         CHLORINE/CAUSTIC SODA/SODIUM CHLORATE. Georgia Gulf's facility at 
Plaquemine, Louisiana, has the annual capacity to produce the following:

       --        450 thousand tons of chlorine;
       --        500 thousand tons of caustic soda, chlorine's co-product; and
       --        27 thousand tons of sodium chlorate.

The major raw materials for these products are salt and electric power. 
Georgia Gulf has a long-term lease on a salt dome near the Plaquemine 
facility. The salt dome has sufficient salt reserves to last over thirty 
years at current rates of production. Electric power is the most significant 
cost component in the production of these products. Georgia Gulf operates a 
250-megawatt cogeneration facility located at the Plaquemine, Louisiana, 
complex. This facility supplies, under a long-term lease agreement, 
essentially all of the electricity and steam requirements for that site. The 
primary cost component of producing electricity in the cogeneration facility 
is natural gas.

         Chlorine is used in the production of various chemicals, including 
those used to make vinyl resins. In 1998, approximately 92 percent of Georgia 
Gulf's chlorine production was consumed internally in the production of VCM, 
which Georgia Gulf uses to produce vinyl resins. Georgia Gulf sells the 
remaining chlorine principally to the pulp and paper and chemical industries.

         The major uses of caustic soda are in the production of pulp and 
paper and aluminum. Caustic soda also has applications in the production of 
other chemicals and in chemical processes where caustic soda is used to 
control pH levels, aiding in waste neutralization. Another use is in the 
textile industry where it makes fabrics more absorbent and improves the 
strength of dyes. Caustic soda is also used, to a lesser extent, in food 
processing, electroplating and detergents.

         The predominant use for sodium chlorate is in the bleaching process 
for pulp and paper.

         VCM. Georgia Gulf produces VCM at its Plaquemine, Louisiana, 
complex. The major raw materials used to produce VCM are purchased ethylene 
and internally-produced chlorine. The VCM plant's annual capacity is 
approximately 1.6 billion pounds with the capability of also producing an 
additional 400 million pounds of ethylene dichloride ("EDC"), the precursor 
to VCM. Approximately 79 percent of the VCM production in 1998 was used by 
Georgia Gulf's PVC resins operations with the remainder being sold to other 
PVC resins producers, particularly in the export market.

                                    2

<PAGE>


          PVC RESINS. Georgia Gulf operates a world-scale PVC resins plant in 
Plaquemine, Louisiana. The plant is located adjacent to its major raw 
material supplier, the VCM facility. This minimizes transportation and 
handling costs. The annual production capacity is approximately 1.12 billion 
pounds.

         PVC resins are among the most widely used plastics in the world 
today. After being formulated and compounded to desired properties, PVC 
resins are heated and shaped into finished products by various extrusion and 
molding processes. Georgia Gulf uses approximately one-fourth of its PVC 
resin internally in the production of vinyl compounds. The remainder of the 
production is sold to other vinyl compound manufacturers or to downstream 
manufacturers who compound PVC resins internally.

         VINYL COMPOUNDS. Vinyl compounds blend PVC resins with various 
additives such as plasticizers, impact modifiers, stabilizers and pigments to 
achieve desired properties. Georgia Gulf's vinyl compounding plants have an 
aggregate annual capacity of approximately 570 million pounds and are located 
in Tiptonville, Tennessee, and Aberdeen, Gallman and Madison, Mississippi.

         Vinyl compounds are formulated to provide specific end-use 
properties that allow the material to be processed directly into a finished 
product. All sales of vinyl compounds are to outside customers. This product 
line can be segregated into five major product areas according to the 
following process applications:

         INJECTION MOLDING -- Georgia Gulf supplies various vinyl compounds,
         which are used in the business machine market for computer housings 
         and keyboards. It also supplies vinyl compounds to produce electrical
         outlet boxes. These proprietary compounds have extensive approval
         procedures by customers or regulatory bodies. Georgia Gulf also
         manufactures vinyl compounds for use in pipe fittings.

         EXTRUSION -- Georgia Gulf supplies extrusion markets which have
         applications in window and furniture profiles and extruded sheets for
         household fixtures and decorative overlays.

         FLEXIBLE -- Georgia Gulf supplies flexible compounds for wire and 
         cable for construction, automobiles and appliances, and other consumer
         and industrial purposes.

         CHLORINATED POLYVINYL CHLORIDE ("CPVC") -- Georgia Gulf supplies
         Protherm(R) CPVC compounds to the extrusion and injection molding
         markets, mainly for pipe and pipe fittings.

         BLOW MOLDING -- Georgia Gulf is a supplier of blow molding compounds,
         which are primarily used for both food-grade and general purpose
         bottles. Supplied in both clear and opaque colors, these bottles are
         used to package cosmetics, shampoos, charcoal lighter fluid, water and
         edible oils.

AROMATIC CHEMICAL PRODUCTS

         CUMENE. Cumene is produced at the Pasadena, Texas, facility located 
on the Houston ship channel. Georgia Gulf's cumene plant is one of the 
world's largest and has an annual capacity of approximately 1.5 billion 
pounds. Cumene is produced from benzene and propylene purchased from various 
suppliers in the surrounding area. Approximately 68 percent of the 1998 
cumene output was consumed internally to produce phenol and its co-product, 
acetone. The balance was sold into the merchant market to other phenol and 
acetone manufacturers.

                                    3

<PAGE>



         PHENOL/ACETONE. Phenol and acetone are produced at the Plaquemine, 
Louisiana and Pasadena, Texas facilities. The Plaquemine facility has 
approximately 500 million pounds of phenol capacity and 308 million pounds of 
acetone capacity per year. The Pasadena facility has annual capacity of 160 
million pounds of phenol and 100 million pounds of acetone.

         Phenol is a major ingredient in phenolic resins, which are used 
extensively as adhesives for wood products such as plywood and granulated 
wood panels. Phenol is also used in insulation, electrical parts, nylon 
carpeting, oil additives and pharmaceuticals. Phenol is also a precursor to 
high performance plastics used in compact discs, automobiles, household 
appliances, electronics and protective coating applications.

         The primary uses for acetone are as a key ingredient to methyl 
methacrylate, which is used to produce acrylic sheeting, and as an ingredient 
for surface coating resins for automotive and architectural markets. Acetone 
is also an intermediate for the production of engineering plastics and 
several major industrial solvents. Other uses range from wash solvents for 
automotive and industrial applications to pharmaceuticals and cosmetics.

         As a result of the phenol/acetone manufacturing process, Georgia 
Gulf also produces and markets small amounts of a by-product, 
alpha-methylstyrene ("AMS"). AMS is primarily used as a polymer modifier and 
as a chemical intermediate.

METHANOL
          Methanol is produced at Georgia Gulf's facility at Plaquemine, 
Louisiana, which has an annual capacity of approximately 160 million gallons. 
Natural gas represents the majority of the cost of the production of 
methanol. The Plaquemine facility is in the center of Louisiana's oil and gas 
producing region and has three separate pipeline systems that can deliver gas 
to the plant. Natural gas is purchased by Georgia Gulf under contracts at 
market prices from both producers and gas pipeline suppliers.

         A key use for methanol is in the production of MTBE, an additive 
that promotes cleaner burning gasoline by adding oxygen. Methanol is also 
used as a raw material in the manufacture of formaldehyde, an ingredient in 
adhesives for building materials such as granulated wood panels and plywood. 
Other applications for methanol include windshield washer fluid, solvents, 
acrylic sheeting, coatings, fibers and household adhesives.

         In 1998, substantial increases in global supply created a 
significant imbalance between supply and demand, which had a serious impact 
on profitability for the methanol industry. In the United States, producers 
face increased competition from low-cost imports. As a result, Georgia Gulf 
has temporarily shut down operations of its methanol plant and is supplying 
customers by purchasing methanol from offshore suppliers. Georgia Gulf is 
presently examining a range of options to enhance the value of the methanol 
business and take advantage of Georgia Gulf's customer base and extensive 
distribution system.

GREAT RIVER OIL & GAS CORPORATION
          In July 1997, Georgia Gulf sold oil and gas properties representing 
most of the assets of Great River Oil & Gas Corporation, a subsidiary of 
Georgia Gulf. Net proceeds from this sale were $16,477,000, on which Georgia 
Gulf recorded a pretax gain of $8,600,000 ($5,300,000, net of income taxes). 
Historically, the operating results for this subsidiary had not been material 
to the operating results or financial condition of Georgia Gulf.

                                     4
<PAGE>

NORTH AMERICAN PLASTICS, INC.
          On May 11, 1998, Georgia Gulf acquired all the issued and 
outstanding common stock of North American Plastics, Inc., a privately held 
manufacturer of flexible vinyl compounds with a production capacity of 
190,000,000 pounds. North American Plastics has two manufacturing locations 
in Mississippi and generated approximately $90,000,000 in revenue in 1997. 
Its vinyl compounds are used in wire and cable for construction, automobiles 
and appliances, as well as various other consumer and industrial products.

         The stock of North American Plastics was acquired in exchange for 
net cash consideration of $99,902,000 plus the assumption of $500,000 in 
debt. The cash portion of the acquisition was financed with proceeds from 
Georgia Gulf's existing revolving credit facility. The transaction was 
accounted for as a purchase, and the consideration exchanged exceeded the 
fair market value of the net tangible assets of North American Plastics by 
$86,725,000. This excess was allocated to goodwill and is being amortized on 
a straight-line basis over a period of 35 years. The results of operations of 
the acquired business have been included in Georgia Gulf's consolidated 
financial statements from the date of acquisition. Pro forma results of 
operations have not been presented because the effect of this acquisition was 
not significant.

SIGNIFICANT CUSTOMER

         Georgia Gulf has supply contracts, subject to some limitations, for 
significant percentages of Georgia-Pacific Corporation's requirements for 
caustic soda, methanol and phenol. These supply contracts provide for prices 
approximating the market. These supply contracts have various expiration 
dates (depending on the product) from 1999 through 2003 and may be extended 
year-to-year upon expiration. Sales under these contracts were about 11% of 
total sales in 1998, 12% in 1997 and 15% in 1996.

MARKETING AND SALES

         Georgia Gulf's marketing program is aimed at expanding and 
diversifying its customer base. Other than Georgia-Pacific Corporation, no 
single customer represents more than 10% of Georgia Gulf's net sales. Export 
sales accounted for about 17% of total sales in 1998, 15% in 1997 and 12% in 
1996. The principal international markets served by Georgia Gulf are Canada, 
Mexico, Latin America, Europe and Asia.

         Georgia Gulf markets its products primarily to industrial customers. 
The sales force is organized by product line. The sales organization, located 
throughout the United States, is supported by a technical service staff.

RAW MATERIALS

         The most important raw materials purchased by Georgia Gulf are 
natural gas, ethylene, benzene, propylene and salt. Raw materials used for 
production of Georgia Gulf's products are usually purchased from various 
suppliers at market prices under supply contracts, some of which are 
long-term take or pay agreements. Since raw materials account for a 
significant portion of Georgia Gulf's total production cost, its ability to 
pass on increases in these costs to its customers has a significant impact on 
operating results. The ability to pass on increases is, to a large extent, 
related to industry

                                     5
<PAGE>

capacity and market demand. Georgia Gulf's leased cogeneration facility 
supplies essentially all of the electricity and steam requirements for its 
Plaquemine production facilities. Management believes Georgia Gulf has a 
reliable supply base of raw materials under normal market conditions. Georgia 
Gulf cannot predict the impact of any future raw material shortages.

COMPETITION

         Georgia Gulf experiences competition from numerous manufacturers in 
all of its product lines. Some of Georgia Gulf's competitors have 
substantially greater financial resources and are more highly diversified 
than Georgia Gulf. Georgia Gulf competes on a variety of factors such as 
price, product quality, delivery and technical service.

         Management believes that Georgia Gulf is well-positioned to compete 
as a result of integrated product lines, the operational efficiency of its 
plants and the location of its facilities near major water and/or rail 
transportation terminals.

EMPLOYEES

         As of December 31, 1998, Georgia Gulf had 1,050 full-time employees. 
Georgia Gulf has one collective bargaining agreement, which covered 
fifty-three employees at the Tiptonville, Tennessee, facility as of December 
31, 1998.

ENVIRONMENTAL REGULATION

         Georgia Gulf's operations are subject to increasingly stringent 
federal, state and local laws and regulations relating to environmental 
quality. These regulations are enforced principally by the United States 
Environmental Protection Agency and comparable state agencies. These 
regulations govern the management of solid hazardous waste, emissions into 
the air and discharges into surface and underground waters, and the 
manufacture of chemical substances.

         Management believes that Georgia Gulf is in material compliance with 
all current environmental laws and regulations. Georgia Gulf estimates that 
any expenses incurred in maintaining compliance with these requirements will 
not materially affect earnings or cause it to exceed its level of anticipated 
capital expenditures. However, there can be no assurance that regulatory 
requirements will not change, and Georgia Gulf cannot predict the aggregate 
cost of compliance resulting from any such changes.

YEAR 2000 COMPUTER SYSTEMS COMPLIANCE

         Georgia Gulf has recognized the need to ensure its operations will 
not be adversely impacted by the Year 2000 date conversion situation common 
in many data processing systems. All of Georgia Gulf's financial reporting 
systems have been acquired or developed within the past seven years. The 
installation of these systems is complete and testing indicates these systems 
are Year 2000 compliant. Process control software controls the operation of 
many of Georgia Gulf's plants. This process control software was updated to 
Year 2000 compliant versions during 1998.

         Management believes its remaining Year 2000 exposure exists 
primarily with personal computers and external partners. The remaining 
exposure related to the personal computers will be addressed during the first 
half of 1999. Third parties critical to Georgia Gulf, both suppliers and 
customers, were contacted during the first quarter of 1999 in order to 
develop appropriate contingency plans, if necessary. The additional Year 2000 
conversion costs are not expected to be material.

                                     6


<PAGE>



FORWARD-LOOKING STATEMENTS

         This Form 10-K and other communications to stockholders, as well as 
oral statements made by representatives of Georgia Gulf, may contain 
"forward-looking statements" within the meaning of the Private Securities 
Litigation Reform Act of 1995. These statements relate to, among other 
things, Georgia Gulf's outlook for future periods, supply and demand, pricing 
trends and market forces within the chemical industry, cost reduction 
strategies and their results, planned capital expenditures, long-term 
objectives of management and other statements of expectations concerning 
matters that are not historical facts.

         Predictions of future results contain a measure of uncertainty. 
Actual results could differ materially due to various factors. Factors that 
could change forward-looking statements are, among others:

         --      changes in the general economy;
         --      changes in demand for Georgia Gulf's products or increases in
                 overall industry capacity that could affect production volumes
                 and/or pricing;
         --      changes and/or cyclicality in the industries to which Georgia 
                 Gulf's products are sold;
         --      availability and pricing of raw  materials;
         --      technological changes affecting production;
         --      difficulty in plant operations and product transportation;
         --      governmental and environmental regulations; and
         --      other unforeseen circumstances.

         A number of these factors are discussed in this Form 10-K and in 
Georgia Gulf's other periodic filings with the Securities and Exchange 
Commission.

ITEM 2.  PROPERTIES.

         Georgia Gulf's asset base was established from 1971 to the present 
with the construction of the Plaquemine, Louisiana, complex; the construction 
of the Pasadena, Texas, cumene plant; and the purchase of the PVC compound 
plants. Georgia Gulf purchased the Bound Brook, New Jersey, phenol/acetone 
facility which was subsequently relocated to Pasadena, Texas, and modernized 
in 1990. In 1996, Georgia Gulf sold its vinyl emulsion business including the 
property and buildings at the Delaware City location. In 1997, Georgia Gulf 
completed construction of cogeneration and air separation plants in 
Plaquemine, Louisiana, in order to supply substantially all of its 
requirements for electricity, oxygen and nitrogen at that location. The 
cogeneration plant is leased under an operating lease agreement. In 1998, 
Georgia Gulf purchased North American Plastics, Inc., a manufacturer of 
flexible vinyl compounds with production facilities in Aberdeen and Madison, 
Mississippi. With the exception of the cogeneration plant, Georgia Gulf owns 
each of these facilities.

         Georgia Gulf continues to explore ways to expand both its plant 
capacities and product lines. Georgia Gulf believes current and additional 
planned capacity will adequately meet anticipated demand requirements. 
Average capacity utilization of Georgia Gulf's production facilities in 1998 
was 91%.

                                     7

<PAGE>



         The following table sets forth the location of Georgia Gulf's 
manufacturing facilities as well as the products manufactured and the 
approximate processing capability of each as of December 31, 1998. Finally, 
the table indicates the segment of the products produced.

<TABLE>
<CAPTION>

LOCATIONS                  PRODUCTS                           ANNUAL CAPACITY                    SEGMENT
---------                  --------                           ---------------                    -------
<S>                        <C>                                <C>                                <C>
Aberdeen, MS               Vinyl Compounds                    570 million pounds                 Chlorovinyls
Gallman, MS
Madison, MS
Tiptonville, TN

Pasadena, TX               Cumene                             1.5 Billion pounds                 Aromatics
                           Phenol                             160 million pounds                 Aromatics
                           Acetone                            100 million pounds                 Aromatics

Plaquemine, LA             Chlorine                           450 thousand tons                  Chlorovinyls
                           Caustic Soda                       500 thousand tons                  Chlorovinyls
                           Sodium Chlorate                    27 thousand tons                   Chlorovinyls
                           Vinyl Chloride Monomer             1.6 Billion pounds                 Chlorovinyls
                           Polyvinyl Chloride Resins          1.12 Billion pounds                Chlorovinyls
                           Phenol                             500 million pounds                 Aromatics
                           Acetone                            308 million pounds                 Aromatics
                           Methanol                           160 million gallons                Gas Chemicals
</TABLE>

         Georgia Gulf's manufacturing facilities are located near major water 
and/or rail transportation terminals, facilitating efficient delivery of raw 
materials and prompt shipment of finished products. In addition, Georgia Gulf 
has a fleet of 2,446 railcars of which 713 are owned and the remainder leased 
pursuant to operating leases with varying terms through the year 2010. The 
total lease expense for these railcars and other transportation equipment was 
approximately $10,108,000 for 1998.

         Georgia Gulf makes lease payments under an operating lease agreement 
for the 250-megawatt cogeneration facility at the Plaquemine, Louisiana, 
complex. The lease expense under the operating lease agreement for 1998 was 
approximately $11,629,000.

         Georgia Gulf leases office space for its principal executive offices 
in Atlanta, Georgia, and for information services in Baton Rouge, Louisiana. 
Space is leased for sales and marketing offices in Houston, Texas; 
Schaumburg, Illinois; and Lawrenceville, New Jersey. Space for numerous 
storage terminals is leased throughout the United States, and in the 
Netherlands, Canada, New Zealand, Mexico and South Korea.

ITEM 3.  LEGAL PROCEEDINGS.
          Georgia Gulf is a party to numerous individual and several 
class-action lawsuits filed against Georgia Gulf, among other parties, 
arising out of an incident that occurred in September 1996 in which workers 
were exposed to a chemical substance on Georgia Gulf's premises in 
Plaquemine, Louisiana. The substance was later identified to be a form of 
mustard agent, a chemical which is not manufactured as part of Georgia Gulf's 
ordinary operations, but instead occurred as a result of an unforeseen 
chemical reaction. Georgia Gulf presently believes there are approximately 
2,000 plaintiffs,

                                     8

<PAGE>

of which approximately 650 are workers claiming to have been onsite at the 
time of the incident. All of the actions claim one or more forms of 
compensable damages, including past and future wages, past and future 
physical and emotional pain and suffering, and medical monitoring. The 
lawsuits were originally filed in Louisiana State Court in Iberville Parish.

         Discovery has been occurring in these cases. Georgia Gulf continues 
to develop information relating to the extent of damages suffered, as well as 
evaluating the merit of such claims, defenses available and liability of 
other persons.

         In September 1998, the plaintiffs filed amended petitions that added 
the additional allegations that Georgia Gulf had engaged in intentional 
conduct against the plaintiffs. These additional allegations raised a 
coverage issue under Georgia Gulf's general liability insurance policies. In 
December 1998, as required by the terms of the insurance policies, the 
insurers demanded arbitration to determine whether coverage is required for 
the alleged intentional conduct in addition to the coverage applicable to the 
other allegations of the case. The date for the arbitration has not yet been 
established.

         As a result of the arbitration relating to the insurance issue, as 
permitted by federal statute, the insurers removed the cases to United States 
District Court in December 1998. The plaintiffs filed motions contesting the 
jurisdiction of the federal court and seeking to remand the cases back to 
state court, and a hearing on the issue was held in federal court on January 
15, 1999. By order entered March 2, 1999, the federal court denied the 
plaintiff's motion to remand the cases back to state court and retained 
federal jurisdiction.

         Settlements have been reached with approximately 260 of the original 
workers, including the majority of those claimants believed to be the most 
severely injured, and the settled cases have been or will be dismissed. 
Additionally, settlements have been reached or are being negotiated with 
other parties named as defendants whereby such parties have made, or are 
being requested to make, contributions to the recoveries made by the 
plaintiffs. Negotiations for the resolution of the remaining claims are 
continuing.

         Notwithstanding the foregoing, Georgia Gulf is asserting and 
pursuing defenses to the claims. Based on the present status of the 
proceedings, Georgia Gulf believes the liability ultimately imposed will not 
have a material effect on the financial position or on results of operations 
of Georgia Gulf.

         In addition, Georgia Gulf is subject to other claims and legal 
actions that may arise in the ordinary course of business. Management 
believes that the ultimate liability, if any, with respect to these other 
claims and legal actions, will not have a material effect on the financial 
position or on results of operations of Georgia Gulf.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders during the 
fourth quarter of 1998.

                                     9

<PAGE>



                                   PART II


ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

         The information set forth under the captions "Corporate Information 
--Common Stock Data" and "Dividend Policy" and in Notes 7, 8 and 19 of the 
"Notes to Consolidated Financial Statements" of Georgia Gulf's 1998 Annual 
Report to Stockholders is hereby incorporated by reference herein in response 
to this item.

ITEM 6.  SELECTED FINANCIAL DATA.

         The information set forth under the caption "Ten-Year Selected 
Financial Data" of Georgia Gulf's 1998 Annual Report to Stockholders is 
hereby incorporated by reference herein in response to this item.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS.

         The information set forth under the caption "Management's Discussion 
and Analysis" of Georgia Gulf's 1998 Annual Report to Stockholders is hereby 
incorporated by reference herein in response to this item.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information set forth under the caption "Management's Discussion 
and Analysis --Disclosures about Market Risk" of Georgia Gulf's 1998 Annual 
Report to Stockholders is hereby incorporated by reference herein in response 
to this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information set forth on pages 23 through 41 of Georgia Gulf's 
1998 Annual Report to Stockholders is hereby incorporated by reference herein 
in response to this item.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE.

         Georgia Gulf has not changed its independent public accountants and 
has had no disagreements with its independent public accountants on 
accounting and financial disclosure during the Registrant's two most recent 
fiscal years prior to, or in any period subsequent to, the date of the most 
recent financial statements included herein.

                                    10

<PAGE>

                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information set forth under the captions "Election of Directors" 
and "Section 16(a) Beneficial Ownership Reporting Compliance" in Georgia 
Gulf's Proxy Statement for the Annual Meeting of Stockholders to be held May 
18, 1999, is hereby incorporated by reference in response to this item.

         The following is certain information regarding the executive 
officers of Georgia Gulf who are not Directors:

         Richard B. Marchese, 57, has served as Vice President Finance, Chief
         Financial Officer and Treasurer of Georgia Gulf since May 1989, and
         prior thereto served as Corporate Controller from its inception.

         Joel I. Beerman, 49, has served as Vice President, General Counsel and
         Secretary since February 1994 and as General Counsel since February
         1992. Prior thereto, Mr. Beerman served as Associate General Counsel
         for Georgia Gulf since its inception.

         Mark J. Seal, 47, has served as Vice President, Polymer Group since
         August 1993. Mr. Seal served as Business and Manufacturing Director --
         PVC Resins from May 1992 until August 1993 and as Business Manager --
         PVC Resins and Compounds from May 1989 until May 1992. Prior thereto,
         Mr. Seal served as Business Manager -- Electrochemicals from January
         1987 until May 1989 and as Midwest Regional Sales Manager for Georgia
         Gulf from its inception until January 1987.

         Thomas G. Swanson, 57, has served as Vice President, Commodity
         Chemicals Group since February 1999, and from December 1989 to August
         1993. He served as Vice President, Supply and Corporate Development
         from August 1993 until February 1999; as General Manager -- Commodity
         Chemicals Group from November 1988 until December 1989; as Director of
         Corporate Development for Georgia Gulf from July 1987 until November
         1988; and prior thereto as Manager -- Supply and Distribution for
         Georgia Gulf since its inception.

         Executive officers are elected by, and serve at the pleasure of, the 
Board of Directors.

ITEM 11.      EXECUTIVE COMPENSATION.

         The information set forth under the captions "Election of Directors" 
and "Executive Compensation" in Georgia Gulf's Proxy Statement for the Annual 
Meeting of Stockholders to be held on May 18, 1999, is hereby incorporated by 
reference in response to this item.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information set forth under the captions "Principal 
Stockholders" and "Security Ownership of Management" in Georgia Gulf's Proxy 
Statement for the Annual Meeting of Stockholders to be held on May 18, 1999, 
is hereby incorporated by reference in response to this item.

                                    11
<PAGE>

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Georgia Gulf has not had any transactions required to be reported 
under this item for the calendar year 1998, or for the period from January 1, 
1999, to the date of this report.

                                    12
<PAGE>


                                   PART IV


ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)  The following documents are filed as a part of this 1998 Annual
              Report for Georgia Gulf Corporation:

              (1)  The Consolidated Financial Statements, the Notes to
                   Consolidated Financial Statements, the Report of Management
                   and the Report of Independent Public Accountants listed 
                   below are incorporated herein by reference from pages 23 
                   through 41 of Georgia Gulf's 1998 Annual Report to 
                   Stockholders:

                      Consolidated Balance Sheets as of December 31, 1998 and
                      1997

                      Consolidated Statements of Income for the years ended
                      December 31, 1998, 1997 and 1996

                      Consolidated Statements of Cash Flows for the years ended
                      December 31, 1998, 1997 and 1996

                      Consolidated Statements of Stockholders' Equity for the
                      years ended December 31, 1998, 1997 and 1996

                      Notes to Consolidated Financial Statements

                      Report of Management

                      Report of Independent Public Accountants

              (2)  Financial Statement Schedules:

                      Report of Independent Public Accountants on Financial
                      Statement Schedule

                      The following financial statement schedule is for the
                      years ended December 31, 1998, 1997 and 1996:

                                    II      Valuation and Qualifying Accounts

                      Schedules other than the one listed above are omitted
                      because they are not required and are inapplicable or the
                      information is otherwise shown in the Consolidated
                      Financial Statements or notes thereto.

              (3)  Exhibits. Each management contract or compensatory plan or
                   arrangement is preceded by an asterisk.

                                    13


<PAGE>



The following exhibits are filed as part of this Form 10-K Annual Report:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

          13          1998 Annual Report to Stockholders

          21          Subsidiaries of the Registrant

          23          Consent of Independent Public Accountants

The following exhibit is incorporated by reference to Georgia Gulf's 1998 
Form 10-Q Quarterly Report for the period ending June 30, 1998, filed August 
13, 1998:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         10(a)        Stock Purchase Agreement, dated May 11, 1998, between 
                      Georgia Gulf and North American Plastics, Inc.

The following exhibit is incorporated herein by reference to Georgia Gulf's 
Form S-8 (File No. 33-59433) filed July 20, 1998:

        EXHIBIT
          NO.         DESCRIPTION
        --------      -----------

         *4           Georgia Gulf Corporation 1998 Equity and Performance 
                      Incentive Plan

The following exhibit is incorporated by reference to Georgia Gulf's 1998 
Form 10-Q Quarterly Report for the period ending March 31, 1998, filed May 8, 
1998:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         10(a)        Receivable Transfer Agreement dated March 10, 1998, by
                      and among GGRC Corp., as Transferor, Georgia Gulf
                      Corporation, individually and as Collection Agent, and
                      Blue Ridge Asset Funding Corporation

         10(b)        Receivable Purchase Agreement dated March 10, 1998,
                      between Georgia Gulf Corporation, as Seller and as
                      Collection Agent and GGRC Corp., as Purchaser

The following exhibits are incorporated herein by reference to Georgia Gulf's 
1995 Form 10-K Annual Report filed March 28, 1996:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         10(a)        Trust Agreement dated February 6, 1996, between
                      NationsBanc Leasing Corporation of North Carolina and
                      First Security Bank of Utah, N.A.

                                    14


<PAGE>



         10(b)        Leasehold Mortgage, Assignment of Leases, Security
                      Agreement and Financing Statement dated February 16,
                      1996, between Georgia Gulf, First Security Bank of Utah,
                      N.A., and Val T. Orton

         10(c)        Participation Agreement dated February 6, 1996, between
                      Georgia Gulf, First Security Bank of Utah, N.A.,
                      NationsBanc Leasing Corporation of North Carolina,
                      NationsBank, N.A. (South), ABN AMRO Bank N.V., Bank of
                      Montreal, Bank of New York, Bank of Nova Scotia, Bank of
                      Tokyo Trust Company, Chase Manhattan Bank, The Dai-Ichi
                      Kangyo Bank, Limited, Atlanta Agency, The Fuji Bank,
                      Ltd., The Industrial Bank of Japan, Limited, the Sakura
                      Bank Limited, Atlanta Agency, Rabobank Nederland, New
                      York Branch, The Tokai Bank, Limited, Atlanta Agency,
                      Wachovia Bank of Georgia, N.A., and Val T. Orton

         10(d)        Lease Agreement (Tax Retention Operating Lease) dated
                      February 6, 1996, between Georgia Gulf and First Security
                      Bank of Utah, N.A.

         10(e)        Credit Agreement dated February 6, 1996, between First
                      Security Bank of Utah, N.A.  and NationsBank, N.A.
                      (South)

         10(f)        Security Agreement dated February 6, 1996, between First
                      Security Bank of Utah, N.A., Val T. Orton, NationsBank,
                      N.A. (South), and NationsBanc Leasing Corporation of
                      North Carolina

         10(g)        Ground Lease Agreement dated February 16, 1996, between
                      Georgia Gulf and First Security Bank of Utah, N.A.

The following exhibit is incorporated herein by reference to Georgia Gulf's 
Form S-8 (File No. 33- 64749) filed December 5, 1995:


        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         10           Georgia Gulf Corporation Employee Stock Purchase Plan

The following exhibit is incorporated herein by reference to Georgia Gulf's 
Form S-3 (File No. 33- 63051) filed September 28, 1995:


        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

           4          Indenture, dated as of November 15, 1995, between Georgia
                      Gulf and LaSalle National Bank, as trustee (including
                      form of Notes)

                                    15


<PAGE>



The following exhibit is incorporated by reference to Georgia Gulf's 1995 
Form 10-Q Quarterly Report for the period ending June 30, 1995, filed August 
2, 1995:


        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         10(I)        Term Loan Agreement, dated June 29, 1995, between Georgia
                      Gulf and The Industrial Bank of Japan, Limited as
                      Administrative Agent

The following exhibit is incorporated by reference to Georgia Gulf's 1995 
Form 10-Q Quarterly Report for the period ending March 31, 1995, filed May 
15, 1995:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         10           Credit Agreement, dated March 30, 1995, between Georgia
                      Gulf and The Chase Manhattan Bank (National Association)
                      as Administrative Agent

The following exhibits are incorporated herein by reference to Georgia Gulf's 
1991 Form 10-K Annual Report filed March 30, 1992:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         3(a)         Certificate of Amendment of Certificate of Incorporation
         3(b)         Amended and Restated By-Laws
         *10          Georgia Gulf Corporation 1990 Incentive Equity Plan

The following exhibit is incorporated herein by reference to Exhibit 2 to 
Georgia Gulf's Registration Statement on Form 8-A filed May 11, 1990, as 
amended:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

         4            Amended and Restated Rights Agreement effective as of
                      August 31, 1990

The following exhibits are incorporated herein by reference to Georgia Gulf's 
Registration Statement on Form S-1 (File No. 33-9902) declared effective on 
December 17, 1986:

        EXHIBIT
          NO.         DESCRIPTION
        -------       -----------

          3(a)        Certificate of Agreement of Merger, with Certificate of
                      Incorporation of Georgia Gulf as Exhibit A thereto, dated
                      December 31, 1984, and amendments thereto

         10(f)        Chemical Sales Agreement between Georgia Gulf and 
                      Georgia-Pacific dated December 31, 1984, and Letter re:
                      Chemical Sales Agreement dated December 31, 1984

         10(g)        Agreement re: Liabilities among Georgia-Pacific,
                      Georgia-Pacific Chemicals, Inc., and others dated,
                      December 31, 1984

                                    16

<PAGE>




         10(o)        Georgia Gulf Savings and Capital Growth Plan

         10(p)        Georgia Gulf Salaried Employees Retirement Plan

         10(q)        Georgia Gulf Hourly Employees Retirement Plan

        *10(u)        Executive Retirement Agreements

         10(v)        Salt Contract

         (b)  Reports on Form 8-K

              No report on Form 8-K was filed with the Securities and Exchange
              Commission during the last quarter of 1998.

                                    17

<PAGE>



                                SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this report 
to be signed on its behalf by the undersigned, thereunto duly authorized.

                        GEORGIA GULF CORPORATION
                        (Registrant)


 Date:  MARCH 25, 1999              By:      /s/ EDWARD A. SCHMITT
       --------------------                  ---------------------------------
                                             Edward A. Schmitt, Chief Executive
                                             Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

     SIGNATURE                            TITLE                                       DATE
     ---------                            -----                                       ----
<S>                                 <C>                                               <C>

/s/ EDWARD A. SCHMITT
-----------------------------
Edward A. Schmitt                   President, Chief Executive Officer                March 25, 1999
                                    and Director (Principal Executive Officer)

/s/ RICHARD B. MARCHESE
-----------------------------
Richard B. Marchese                 Vice President Finance, Chief Financial           March 25, 1999
                                    Officer and Treasurer (Principal Financial
                                    and Accounting Officer)

/s/ JAMES R. KUSE
-----------------------------
James R. Kuse                       Chairman of the Board and Director                March 25, 1999

/s/ JOHN D. BRYAN
-----------------------------
John D. Bryan                       Director                                          March 25, 1999

/s/ DENNIS M. CHORBA
-----------------------------
Dennis M. Chorba                    Director                                          March 25, 1999

/s/ ROBERT E. FLOWERREE
-----------------------------
Robert E. Flowerree                 Director                                          March 25, 1999

/s/ CHARLES T. HARRIS III
-----------------------------
Charles T. Harris III               Director                                          March 25, 1999

/s/ JERRY R. SATRUM
-----------------------------
Jerry R. Satrum                     Director                                          March 25, 1999

/s/ EDWARD S. SMITH
-----------------------------
Edward S. Smith                     Director                                          March 25, 1999

</TABLE>
                                    18

<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
                        FINANCIAL STATEMENT SCHEDULE



To Georgia Gulf Corporation:



         We have audited, in accordance with generally accepted auditing 
standards, the financial statements included in Georgia Gulf Corporation's 
Annual Report to Stockholders incorporated by reference in this Form 10-K, 
and have issued our report thereon dated February 12, 1999. Our audit was 
made for the purpose of forming an opinion on those statements taken as a 
whole. The schedule listed in Item 14 of this Form 10-K is the responsibility 
of Georgia Gulf's management and is presented for purposes of complying with 
the Securities and Exchange Commission's rules and is not part of the basic 
financial statements. This schedule has been subjected to the auditing 
procedures applied in the audit of the basic financial statements and, in our 
opinion, fairly states in all material respects the financial data required 
to be set forth therein in relation to the basic financial statements taken 
as a whole.



ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 12, 1999


<PAGE>



                  GEORGIA GULF CORPORATION AND SUBSIDIARIES
              SCHEDULE II --- VALUATION AND QUALIFYING ACCOUNTS
                           (Dollars in thousands)

<TABLE>
<CAPTION>

                                                             ADDITIONS
                                                                       Charged
                        Balance at                  Charged to        to other                         Balance at
                        beginning                   costs and         accounts--       Deductions        end of
Description             of period                    expenses         describe         --describe        period
-----------             ---------                   ----------        ----------       ----------      ----------
<S>                     <C>                         <C>               <C>              <C>
1996
Allowance for
  doubtful accounts        $2,400                    $   300           $    ---          $  (300) (1)     $2,400
                           ======                    =======           =========         ========         ======

1997
Allowance for
  doubtful accounts        $2,400                    $   184           $    ---          $  (184) (1)     $2,400
                           ======                    =======           =========         ========         ======

1998
Allowance for
  doubtful accounts        $2,400                    $    28           $    ---           $  (28) (1)     $2,400
                           ======                    =======           =========         ========         ======
</TABLE>

NOTES:

(1)      Accounts receivable balances written off during the period.


<PAGE>



                           INDEX TO EXHIBITS


EXHIBIT
  NO.                 DESCRIPTION                                     PAGE (1)
-------               -----------                                     --------

   13                 1998 Annual Report to Stockholders                ___


   21                 Subsidiaries of the Registrant                    ___


   23                 Consent of Independent Public Accountants         ___



(1) Page numbers appear on the manually signed Form 10-K's only.


