SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.

Date of Report                                    June 10, 1994


                        Greif Bros. Corporation  
     (Exact name of registrant as specified in its charter)


            Delaware                  1-566           31-4388903
(State or other jurisdiction    (Commission File     (IRS Employer
       of incorporation)             Number)       Identification No.)

      621 Pennsylvania Avenue, Delaware, Ohio           43015
      (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code               
  614-363-1271               


      Pursuant to the requirements to the Securities Exchange Act
of 1934, the registrant has fully caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.



                                        GREIF BROS. CORPORATION  
     
                                                    
(Registrant)



                                By                               
                   
                                          Allan Hull, General
Counsel and                                                      
                    Member of the Board of Directors



Item 1.


          The Board of Directors of Greif Bros. Corporation has
just received an opinion from the attending doctor for John C.
Dempsey, long-time Chairman and Chief Executive of the Company,
to the effect that recent severe deterioration has rendered Mr.
Dempsey unable to continue his responsibilities as a director and
officer of the Company.

          By action of the Board of Directors, Mr. Dempsey's
responsibilities as Chief Executive Officer have been transferred
to Michael J. Gasser, Vice Chairman of the Board and previously
Chief Operating Officer of the Company.  Mr. Dempsey has been
elected to the post of Chairman Emeritus of the Board of
Directors.

          Mr. Dempsey has, for many years, exercised complete
voting control of the Company, primarily through voting trusts
from many shareholders holding beneficial ownership of the
Company's Class B Common Stock, as well as shares held by him as
trustee under a trust established in 1944 by Naomi A. Coyle.

          As a result of Mr. Dempsey's inability to continue to
act in a trustee capacity, voting control of the Company has
passed to Mrs. Naomi C. Dempsey, 782 W. Orange Road, Delaware,
Ohio 43015, the beneficial owner of 3,021,618 shares of the Class
B Common Stock, and successor trustee of the 831,520 Class B
shares held in the Naomi A. Coyle Trust.

          There are 6,657,215 Class B Common shares outstanding. 
The Class B Common shares are the only shares entitled to vote in
ordinary circumstances and under present circumstances.

          Naomi C. Dempsey has stated that she has no intention
of varying the basic Greif policies long established by Mr.
Dempsey and has no intention whatsoever of parting with her
shares or the shares of which she is trustee.