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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-K

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


For the fiscal year ended October 31, 1994    Commission File Number 1-566 

                          GREIF BROS. CORPORATION 
           (Exact name of registrant as specified in its charter)

                  State of Delaware                 31-4388903
          (State or other jurisdiction of        (I.R.S. Employer
           incorporation or organization)        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 
                

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

                                                  Name of each exchange on 
         Title of each class                         which registered       

      Class "A" common stock                       Chicago Stock Exchange
                                                                              
       
Securities registered pursuant to Section 12 (g) of the Act:

                                    None
                              (Title of class)

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 , and (2) has been subject to such filing
requirements for the past 90 days. 
Yes  X  .  No     .

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the close of the period covered by this report:

                    Class A Common Stock 5,436,586 shares
                    Class B Common Stock 6,654,174 shares

                     Documents Incorporated by Reference

                Document                              Incorporated into

Portions of Annual Report to Shareholders           Part I, Part II, Part IV
  for year ended October 31, 1994



                                   PART I

Item 1.  Business

        Information on the nature, type of business and industry segments,
contained on pages 22 and 23 in the Company's 1994 Annual Report to
Shareholders, is incorporated in the Form 10-K Annual Report.*

Item 2.  Properties

The following are the Company's principal locations and products manufactured. 

Location                          Products Manufactured
                          
Alabama
Cullman                      Steel drums and machine shop
Good Hope                    Research center
Mobile                       Fibre drums

Arkansas
Batesville  (1)              Fibre drums

California                   
Commerce  (2)                Corrugated honeycomb
Fontana                      Steel drums
LaPalma                      Fibre drums
Morgan Hill                  Fibre drums
Sacramento                   General office
Stockton                     Corrugated honeycomb and wood cut stock

Georgia
Macon                        Corrugated honeycomb
Tucker                       Fibre drums

Illinois
Blue Island                  Fibre drums
Chicago                      Steel drums
Joliet                       Steel drums
Northlake                    Fibre drums and plastic drums
Posen                        Corrugated honeycomb

Indiana
Albany  (3)                  Corrugated containers


*Except as specifically indicated herein, no other data appearing in the 
Company's 1994 Annual Report to Shareholders is deemed to be filed as part 
of this Form 10-K Annual Report.



Item 2.  Properties  (continued)

Location                            Products Manufactured

Kansas
Winfield                     Steel drums
Kansas City (4)              Steel drums
Kansas City (5)              Fibre drums

Kentucky
Louisville                   Wood cut stock

Louisiana                    
St. Gabriel                  Steel drums and plastic drums

Maryland
Sparrows Point               Steel drums

Massachusetts
Mansfield                    Fibre drums
Westfield                    Fibre drums
Worcester                    Plywood reels

Michigan
Eaton Rapids                 Corrugated sheets
Grand Rapids                 Corrugated sheets
Taylor                       Fibre drums
Wayne                        Corrugated containers

Minnesota                    
Minneapolis                  Fibre drums
Rosemount                    Multiwall bags
St. Paul                     Tight cooperage
St. Paul   (6)               General office

Mississippi
Durant                       Plastic products
Jackson   (7)                General office

Missouri
Kirkwood                     Fibre drums

Nebraska
Omaha                        Multiwall bags




Item 2.  Properties  (continued)

Location                            Products Manufactured

New Jersey
Edison  (8)                  General office
Rahway                       Fibre drums and plastic drums
Spotswood                    Fibre drums
Springfield  (9)             National accounts sales office
Teterboro                    Fibre drums
Phillipsburg                 Plywood reels

New York
Buffalo                      Fibre drums
Lindenhurst  (10)            Research center
Niagara Falls                Steel drums
Syracuse                     Fibre drums and steel drums
Amherst   (11)               General office

North Carolina
Bladenboro                   Steel drums
Charlotte                    Fibre drums
Concord                      Corrugated sheets                            

Ohio
Caldwell                     Steel drums
Canton  (12)                 Corrugated containers
Cleveland  (13)              Corrugated containers
Delaware                     Principal office
Fostoria                     Corrugated containers
London  (14)                 Corrugated containers
Massillon                    Recycled containerboard
Hebron                       Plastic products and containers
Tiffin                       Corrugated containers
Youngstown                   Steel drums
Zanesville                   Corrugated containers and sheets

Oregon
White City                   Laminated panels

Pennsylvania
Chester                      Fibre drums
Darlington                   Fibre drums and plastic drums
Hazleton                     Corrugated honeycomb
Reno  (15)                   Corrugated containers
Stroudsburg                  Rims and drum hardware
Washington                   Corrugated containers and sheets




Item 2.  Properties  (continued)

Location                            Products Manufactured

Tennessee
Kingsport                    Fibre drums
Memphis                      Steel drums

Texas
Angleton                     Steel drums
Fort Worth                   Fibre drums
LaPorte                      Fibre drums, steel drums and plastic drums
Waco                         Corrugated honeycomb

Virginia
Amherst                      Containerboard

Washington
Woodland                     Corrugated honeycomb and wood cut stock

West Virginia
New Martinsville             Corrugated containers
Weston                       Corrugated containers

Wisconsin 
Sheboygan                    Fibre drums

Canada
Belleville, Ontario          Fibre drums and plastic products
Bowmanville, Ontario         Spiral tubes
Fort Frances, Ontario        Spiral tubes
Fruitland, Ontario           Drum hardware and machine shop
LaSalle, Quebec              Fibre drums and steel drums
Lloydminster, Alberta        Steel drums, fibre drums and plastic drums
Maple Grove, Quebec          Pallets
Milton, Ontario              Fibre drums
Niagara Falls, Ontario       General office
Stoney Creek, Ontario        Steel drums

Note:  All properties are held in fee except as noted below.

            Exceptions:
              (1)  Lease expires March 31, 1997
              (2)  Lease expires March 30, 1995
              (3)  Lease expires January 31, 1998
              (4)  Lease expires June 30, 1995
              (5)  Lease expires March 31, 1999
              (6)  Lease expires December 31, 1994
              (7)  Lease expires May 31, 1995
              (8)  Lease expires May 31, 1998

Item 2.  Properties  (concluded)

              (9)  Lease expires September 7, 1997
             (10)  Lease expires December 31, 2000
             (11)  Lease expires December 31, 1996
             (12)  Lease expires March 31, 1998
             (13)  Lease expires November 30, 1995
             (14)  Lease expires April 30, 1997
             (15)  Lease expires October 31, 1995


        The Company also owns in fee a substantial number of scattered timber
        tracts comprising approximately 319,000 acres in the states of
        Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi and
        Virginia and the provinces of Nova Scotia, Ontario and Quebec in
        Canada.

Item 3.  Legal Proceedings

        The Company has no pending material legal proceedings.

        From time to time, in the business in which the Company operates,
various legal proceedings arise from either the Federal, State or Local levels
involving environmental sites to which the Company has shipped directly or
indirectly small amounts of toxic waste such as paint solvents, etc.  The
Company, to date, has been classified as a "de minimis" participant and, as
such, has not been subject, in any instance, to material sanctions or
sanctions greater than $100,000.

        In addition, also from time to time, but infrequently, the Company
has been cited for inadvertent violations of environmental regulations. 
Except for the following situation, none of these violations involve or are
expected to involve sanctions of $100,000 or more.

        Currently, the Company's only exposure which may exceed $100,000
relates to a pollution situation at its Strother Field plant in Winfield,
Kansas.  A feasibility study and a remedial plan proposed by the Kansas
Department of Health and Environment has set forth estimated remedial costs 
which could expose the Company to approximately $3,000,000 in expense under
the most extreme assumptions.  If the Company ultimately is required to incur
this expense, a significant portion would be paid over 10 years.  The Kansas
site involves underwater pollution and certain soil pollution was found to
exist on the Company's property.  The estimated costs of the remedy currently
preferred by the Kansas Authority for the soil pollution on the Company's land
represents approximately $2,000,000 of the estimated $3,000,000 in expense.

        The final remedies have not been selected and the proposed plan is
presently open for public comment.  In an effort to reduce its exposure for
soil pollution, the Company, believing the soil pollution has been unduly
magnified and is not based upon sufficient exploratory data, has undertaken
further engineering borings and analysis to attempt to define a more confined
soil area subject to the proposed remediation.

        Due to the uncertainty surrounding this instance, the Company
believes that the range of potential liability cannot be reasonably estimated,
accordingly no reserve has been recorded as of October 31, 1994.


Item 4.  Submission of Matters to a Vote of Security Holders

        There have been no matters submitted to a vote of security holders.

                                   PART II

Item 5.  Market for the Registrant's Common Stock and Related Security Holder
Matters

        The following information contained in the 1994 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report:*

        Information concerning the principal market on which the Registrant's
common stock is traded, high and low sales price of this stock for each
quarterly period during the last two fiscal years and number of shareholders
is contained on page 21 of the 1994 Annual Report to Shareholders.

        The Company generally pays five dividends of varying amounts during
its fiscal year computed on the basis described in Note 4, page 18 of the 1994
Annual Report to Shareholders.  The annual dividends paid for the last three
fiscal years are contained on page 15.

Item 6.  Selected Financial Data

        The 5-year selected financial data, contained on page 22 of the 1994
Annual Report to Shareholders, is incorporated in this Form 10-K Annual
Report.*

Item 7.  Management's Discussion and Analysis of Financial Condition
        and Results of Operations

        The following information contained in the 1994 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report:*

            Management's Discussion and Analysis of Liquidity and
              Capital Resources and Results of Operations - pages
              24 and 25.

Item 8.  Financial Statements and Supplementary Data

        The following information contained in the 1994 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report:*

        The consolidated financial statements and the report
              thereon of Price Waterhouse LLP dated November 30, 1994 -
              pages 14 through 20.

        The selected quarterly financial data - page 21.

        *Except as specifically indicated herein, no other data appearing in
the Company's 1994 Annual Report to Shareholders is deemed to be filed as part
of this Form 10-K Annual Report.


Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure

        There has not been a change in the Company's principal independent
auditors and there were no matters of disagreement on accounting and financial
disclosure.

                                  PART III

Item 10.  Directors and Executive Officers of the Registrant

The following information relates to Directors of the Company:

                                                                    Year first
                         Date present           Other positions       became
   Name                  term expires           and offices held     Director 
                                                                
Michael J. Gasser        (Note:  All Directors    See response below.    1991
                          are elected annually
John C. Dempsey (A)       for the ensuing year    See response below.    1946
                          and serve until their
Allan Hull (B)            successors are elec-    See response below.    1947
                          ted and qualify.  The
Robert C. Macauley (C)    annual meeting is       See response below.    1979
                          held on the fourth
Charles R. Chandler (D)   Monday of February.)    See response below.    1987

Paul H. DeCoster (E)                              None.                  1993

J Maurice Struchen (F)                            None.                  1993

(A)John C. Dempsey (age 80) has been a full time officer of the Company for 
more than the last five years.  In the current year, he retired from the 
Company, but retains the position of Chairman Emeritus of the Board of 
Directors.

(B)Allan Hull is and has been, for more than the past five years, a partner 
and practicing attorney with Hull and Hull, Legal Counsel, Cleveland, Ohio.  
See below for present positions with the Company.

(C)Robert C. Macauley (age 71) has been, for more than the past five years, 
the Chief Executive Officer of Virginia Fibre Corporation.  He is a member 
of the Compensation  Committee.  He is also a director for W. R. Grace & Co.

(D)Charles R. Chandler (age 59) has been, for more than the past five years, 
the President and Chief Operating Officer of Virginia Fibre Corporation.  He 
is a member of the Executive and Audit Committees.

(E)Paul H. DeCoster (age 61) has been, for more than the past five years, a 
partner in the law firm Jackson and Nash.  He is a member of the 
Compensation and Audit Committees.


Item 10.  Directors and Executive Officers of the Registrant (continued)

(F)J Maurice Struchen (age 74) has been, for more than the past five years, 
the retired former Chairman of the Board and Chief Executive Officer of 
Society Corporation.  He is a member of the Compensation and Audit 
Committees.  He is also a director for Society Corporation and Forest City 
Enterprises, Inc.

     Mr. Gasser, for more than the past five years, has been a full-time 
officer of the Company (see below).

     The following information relates to Executive Officers of the Company 
(elected annually):


                                                        Year first
                                                          became
                                                         Executive
   Name              Age     Positions and Offices        Officer  

                                                    
Michael J. Gasser    43      Chairman of the Board of        1988
                               Directors and Chief
                               Executive Officer, member 
                               of the Executive and
                               Finance Committees

Allan Hull           81      Director, Vice President,       1964
                               General Counsel, member
                               of the Executive Com-
                               mittee

John P. Berg         74      President, member of the        1972
                               Finance Committee and
                               General Manager of Norco
                               and West Coast Divisions

Lloyd D. Baker       61      Vice President and Chairman     1975
                               of the Finance Committee

Leonard W. 
  Berkheimer         60      Vice President                  1990

Michael M. Bixby     51      Vice President                  1980

Herbert L. 
  Carpenter, Jr.     72      Vice President, General         1976
                               Manager of Raible Division
                               and Director of Research 
                               and Development

Richard R. Caron     62      Vice President                  1990

John P. Conroy       65      Vice President and Secretary    1991




Item 10.  Directors and Executive Officers of the Registrant  (continued)

                                                        Year first
                                                          became
                                                         Executive
   Name              Age     Positions and Offices        Officer  


Edward L. Dean       59      Vice President                  1985

Dwight L. Dexter     43      Vice President                  1990

Richard E. Gerstner  46      Vice President                  1990

Harrison C. 
  Golway, Jr.        65      Vice President                  1985

C. J. Guilbeau       47      Vice President                  1986

Thomas A. Haire      46      Vice President                  1991

James A. Hale        54      Vice President                  1990

Ralph A. Kelley      73      Vice President and General      1976
                               Manager of Seymour &
                               Peck Division

Jerry D. Kidd        59      Vice President                  1992

Dennis J. Kuhn       71      Vice President                  1980

Anthony Lanza        78      Vice President                  1991

Sally W. Messner     58      Vice President                  1993

Gail T. Randich      60      Vice President                  1991

Lawrence A. 
  Ratcliffe          53      Vice President and Director     1991
                               of Industrial Relations

John S. Ries         52      Vice President                  1994

James T. Robinson    52      Vice President                  1990

Harley G. Sasse      49      Vice President                  1990

Alvis H. Snipes      89      Vice President                  1947

Robert G. Straley    43      Vice President and General      1990
                               Manager of East Coast Division




Item 10.  Directors and Executive Officers of the Registrant  (continued)

                                                        Year first
                                                          became
                                                         Executive
   Name              Age     Positions and Offices        Officer  


Kenneth R. Swanson   54      Vice President                  1990

Ronald L. 
  Waterman, Sr.      55      Vice President                  1989

Jeffrey C. Wood      42      Vice President                  1992

Russell J. Rehark    83      Treasurer and member of         1972
                               the Finance Committee

        Except as indicated below, each Executive Officer has served in his
present capacity for at least five years.

        Mr. Leonard W. Berkheimer was elected Vice President in 1990. 
During the last five years he has been General Manager of Fibre Drum
Operations - East Coast Division.  

        Mr. Richard R. Caron was elected Vice President in 1990.  During the
last five years he has been General Sales Manager - National Accounts.

        Mr. Dwight L. Dexter was elected Vice President in 1990.  During the
last five years he has been Sales Manager for National Accounts.

        Mr. Richard E. Gerstner was elected Vice President in 1990.  During
the last five years he has served as General Manager - Steel Drum Operations -
 East Coast Division and continues to serve in this capacity.

        Mr. James A. Hale was elected Vice President in 1990.  During the
last five years he has served as an industrial engineer for the East Coast
Division.

        Mr. James T. Robinson was elected Vice President in 1990.  During
the last five years he has been a Sales Manager for the East Coast Division
and continues to serve in this capacity.

        Mr. Harley G. Sasse was elected Vice President in 1990.  During the
last five years he has been General Sales Manager for the Norco and West Coast
Divisions.

        Mr. Robert G. Straley was elected Vice President in 1990.  During
the last five years he has served as General Manager for the East Coast
Division.

        Mr. Kenneth R. Swanson was elected Vice President in 1990.  During
the last five years he has been General Manager - Quality Excellence Program.



Item 10.  Directors and Executive Officers of the Registrant  (concluded)


        Mr. John P. Conroy was elected Vice President in 1991.  During 1994
Mr. Conroy was elected Secretary.  Prior to 1994, he was Assistant Secretary. 
Mr. Conroy has been a member of the Administrative Committee since 1972.

        Mr. Thomas A. Haire was elected Vice President in 1991.  During the
last five years he has been manager of the research facility located in
Lindenhurst, New York and continues to serve in this capacity.

        Mr. Anthony Lanza was elected Vice President in 1991.  During the
last five years he has been General Manager - Steel Drum Operations for the
Seymour & Peck Division.

        Mr. Gail T. Randich was elected Vice President in 1991.  During the
last five years he has served as Manager - Midwest Operations - Seymour & Peck
Division.  Mr. Randich continues to serve in this capacity.

        Mr. Lawrence A. Ratcliffe was elected Vice President in 1991. 
During 1994, Mr. Ratcliffe became Director of Industrial Relations.  Prior to
1994, he served as Assistant Director of Industrial Relations.

        Mr. Jerry D. Kidd was elected Vice President in 1992.  During the
last five years he has served as division purchasing manager for the Norco
Division.  Mr. Kidd continues to serve in this capacity.

        Mr. Jeffrey C. Wood was elected Vice President in 1992.  Prior to
that time he has served as a divisional fleet manager for the East Coast
Division.  Mr. Wood now performs this service in a corporate capacity.  In
1994, Mr. Wood was elected to the Administrative Committee.

        Mrs. Sally W. Messner was elected Vice President in 1993.  During
the last five years she has served as tax manager for the Corporation.  She
continues to serve in this capacity.

        Mr. John S. Ries was elected Vice President in 1994.  During the
last five years he has been the Division Controller for the Norco and West
Coast Divisions and continues to serve in this capacity.



Item 11.  Executive Compensation

                                          Deferred       All
Name and Position  Year        Salary    Bonus   Compensation    Other
                                                
Michael J. Gasser  1994       $143,166  $99,999
Chairman
Chief Executive    1993       $110,040  $35,000 
 Officer 
                   1992       $102,304  $30,000


John C. Dempsey    1994       $155,964  $56,996
Chairman Emeritus
                   1993       $155,964  $92,176

                   1992       $155,964  $90,369


Robert C. Macauley 1994       $356,750  $90,172   $40,593       $445,410
Director
Chief Executive
 Officer of        1993       $353,550  $104,782  $33,990       $146,520
 Virginia Fibre 
 Corporation       1992       $341,151  $73,612   $34,932       $499,500


Charles R. Chandler1994       $414,421  $94,952   $218,411      $52,794
Director
President of       1993       $423,308  $126,013  $201,670      $21,294
 Virginia Fibre 
 Corporation       1992       $408,519  $83,160   $168,253      $23,310


John P. Berg       1994       $140,004  $93,844
President
                   1993       $132,766  $88,532

                   1992       $125,892  $86,796


Ralph A. Kelley    1994       $107,760  $32,436
Vice President
                   1993       $103,116  $30,600

                   1992       $97,740   $30,000


Item 11.  Executive Compensation (continued)

                                                   Deferred       All
Name and Position  Year        Salary    Bonus   Compensation    Other

Elmer A. Reitz     1994      $64,000*   $76,570*
Executive Vice 
 President         1993      $96,000    $86,683

                   1992      $103,101   $84,983

*Mr. Reitz passed away in August, 1994.


        For many years, the Board of Directors has voted bonuses to
employees, acting within its complete discretion, based upon the progress of
the Company, and upon the contributions of the particular employees to that
progress, and upon individual merit, which determines, in the action of the
Board, the bonus a specific employee may receive, if any.

        Mr. Robert C. Macauley, Chairman and Chief Executive Officer of
Virginia Fibre Corporation, on August 1, 1986, entered into an employment
agreement with Virginia Fibre Corporation, principally providing for (a) the
employment of Mr. Macauley as Chairman and 
Chief Executive Officer for a term of 10 years, (b) the agreement of Mr. 
Macauley to devote his time, attention, skill and effort to the performance 
of his duties as an officer and employee of Virginia Fibre Corporation, and (c) 
the fixing of minimum basic salary during such period of 

Item 11.  Executive Compensation (continued)

employment at $175,000 per year.  During the 1992 fiscal year, the employment
contract with Mr. Macauley was amended to increase the original term to 18 years
and to increase the minimum basic salary during the remainder of the employment
period to $275,000 per year.

        Mr. Charles R. Chandler, President and Chief Operating Officer of
Virginia Fibre Corporation, on August 1, 1986, entered into an employment
agreement with Virginia Fibre Corporation, principally providing for (a) the
employment of Mr. Chandler as President and Chief Operating Officer for a 
term of 15 years, (b) the agreement of Mr. Chandler to devote all of his time, 
attention, skill and effort to the performance of his duties as an officer and 
employee of Virginia Fibre Corporation, and (c) the fixing of minimum basic 
salary during such period of employment at $150,000 per year.  During the 1988 
fiscal year the employment contract of Mr. Chandler was amended to increase the
minimum basic salary during the remainder of the employment period to 
$275,000 per year.  During the 1992 fiscal year, the employment contract with 
Mr. Chandler was amended to give Mr. Chandler the right to extend his 
employment beyond the original term for up to 5 additional years.

        Effective during fiscal 1993, no Directors' fees are paid to Directors
who are full-time employees of the Company or its subsidiary companies. 
Directors who are not employees of the Company receive $19,200 per year plus
$500 for each audit and compensation meeting that they attend.

        Supplemental to the pension benefits, Virginia Fibre Corporation has
deferred compensation contracts with Robert C. Macauley and Charles R. 
Chandler. These contracts are designed to supplement the Company's defined 
benefit pension plan only if the executive retires under such pension plan at 
or after age 65, or if the executive becomes permanently disabled before 
attaining age 65.  No benefit is paid to the executive under this contract if 
death preceeds retirement.  The deferred compensation is payable to the 
executive or his spouse for a total period of 15 years.

        Under the above Deferred Compensation Contracts, the annual amounts
payable to the executive or his surviving spouse are diminished by the amounts
receivable under the Virginia Fibre Corporation's defined benefit pension plan. 
Mr. Macauley's estimated accrued benefit from the Deferred Compensation Contract
is $78,608 per year for 10 years and $52,405 per year for an additional 5 
years. Mr. Chandler's estimated accrued benefit from the Deferred Compensation 
Contract is $184,061 per year for 10 years and $122,707 per year for an 
additional 5 years.

        The dollar amount in the all other category is the compensation
attributable to the 1991 Virginia Fibre Corporation stock option plan to certain
key Virginia Fibre Corporation employees.  This amount is the difference between
the option price and the value attributable to the stock based upon the
performance of Virginia Fibre Corporation.

        In 1991, the shareholders of Virginia Fibre Corporation approved non-
incentive (as defined in the Internal Revenue Code) stock options to Mr. Robert
C. Macauley to purchase up to 135,000 shares of common stock of Virginia Fibre
Corporation at a price of $31.26 per share.  The options are exercisable for a
period of 15 years from the date of the option. 



Item 11.  Executive Compensation (continued)

        In addition to the above, Mr. Macauley and Mr. Charles R. Chandler were
issued incentive stock options to purchase shares of Virginia Fibre Corporation
stock.  Mr. Macauley has the option to purchase up to 15,000 shares of Virginia
Fibre Corporation stock at an option price, $35.00, which is not less than 110%
of the fair market value of such stock at the time the option is granted.

        Mr. Chandler has the option to purchase up to 22,050 shares of Virginia
Fibre Corporation stock at a price of $31.26 per share.

        No options were exercised during 1994, 1993 or 1992 by Mr. Macauley or
Mr. Chandler.

                         DEFINED BENEFIT PENSION TABLE

                                         Annual Benefit for Years of Service

     Remuneration          15        20       25        30  
                                          
   $160,000             $27,640   $36,853  $46,067   $55,280

   $150,000             $25,890   $34,520  $43,150   $51,780

   $140,000             $24,140   $32,187  $40,233   $48,280

   $130,000             $22,390   $29,843  $37,317   $44,780



Name of individual                  Remuneration used       Estimated
  or number of    Credited Years   for Calculation of    annual benefits
 persons in group  of service        Annual Benefit   under retirement plan
                                                    
Michael J. Gasser        15            $77,944               $11,142

John C. Dempsey          45            $151,549              $37,879

John P. Berg             37            $116,285              $36,358

Ralph A. Kelley          54            $89,497               $30,604

Elmer A. Reitz           50            $107,614              $36,945

Charles R. Chandler      22            $219,224              $48,229

Robert C. Macauley       22            $219,224              $48,229


       The registrant's pension plan is a defined benefit pension plan with
benefits based upon the average of the ten consecutive highest-paying years of
salary compensation (excluding bonuses) and upon years of credited service up to
30 years.

        The annual retirement benefits under the defined benefit pension plan
of the registrant's subsidiary, Virginia Fibre Corporation, are calculated at 1%
per year based upon the average of the five highest out of the last ten years of
salary compensation.


Item 11.  Executive Compensation (continued)


        None of the pension benefits described in this item are subject to
offset because of the receipt of Social Security benefits or otherwise.

        The annual compensation for Mr. Macauley and Mr. Chandler is reviewed
annually by the compensation committee of the Board of Directors of Virginia
Fibre Corporation, made up of primarily outside members of that Board and is
based primarily on the performance of Virginia Fibre Corporation.

        The annual compensation for Michael J. Gasser, Chairman of the Board
and Chief Executive Officer of the Registrant, is reviewed annually by the
Compensation Committee of the Board of Directors.  Mr. Gasser's salary is based
primarily on the performance of Greif Bros. Corporation.

        The Compensation Committee, made up primarily of outside directors,
reviews the total compensation paid to Mr. Gasser and other executive officers.

                  Members of the Compensation Committee are:


                                 Paul H. DeCoster
                                 Robert C. Macauley
                                 J Maurice Struchen

Item 11.  Executive Compensation  (concluded)


        The following graph compares the Registrant's stock performance to that
of the Standard and Poor's 500 Index and its industry group (Peer Index).  This
graph, in the opinion of management, would not be free from the claim that it
fails to fully and accurately represent the true value of the Company.

                         STOCK PERFORMANCE CHART

                                 S&P 500
Year           GBC Stock          Index          Peer Index
                                            
1989              100              100               100
1990               67               89                69
1991               83              115               118
1992               86              123               120
1993               94              137               102
1994              105              139               126


The Peer Index is comprised of the paper containers index and paper and forest
products index as shown in the Standard & Poor's Statistical Services Guide.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

        The following ownership is as of December 12, 1994:

                            Class of  Type of         Number of      Percent
  Name and Address           stock    ownership        shares        of class
                                                          
Naomi C. Dempsey            Class B   Record and      3,021,618       45.41%
782 W. Orange Road                    Beneficially
Delaware, Ohio

Naomi C. Dempsey, Trustee   Class B   See (1) below     831,520       12.50%

John C. Dempsey             Class B   Record and        240,000        3.60%
621 Pennsylvania Avenue               Beneficially 
Delaware, Ohio

Macauley & Company          Class B   Record and      1,200,000       18.04%
161 Cherry Street                     Beneficially
New Canaan, Connecticut


(1) Held by Naomi C. Dempsey as successor trustee in the Naomi A. Coyle 
    Trust.  John C. Dempsey is the beneficial owner of these shares.



        The following information regarding directors is as of December 12,
1994:


                                   Title and Percent of Class
      Name                            Class A        %  
                                               
Charles R. Chandler                     200         -0-%

Paul H. DeCoster                        200         -0-%

Michael J. Gasser                       -0-         -0-%

Allan Hull                              -0-         -0-%

Robert C. Macauley                      -0-         -0-%

J Maurice Struchen                      -0-         -0-%


Item 12.  Security Ownership of Certain Beneficial Owners and Management
(concluded)


                                  Title and Percent of Class
      Name                           Class B          %  
                                              
Charles R. Chandler                   2,000         .03%

Paul H. DeCoster                      -0-           -0-%

Michael J. Gasser                     5,899         .09%

Allan Hull                            74,800        1.12%

Robert C. Macauley                    1,200,000     18.04%

J Maurice Struchen                    1,000         .02%


       In addition to the above referenced shares, Messrs. Gasser, Hull and
Baker serve as Trustees of the Greif Bros. Corporation Employees' Retirement
Income Plan, which holds 61,876 shares of Class A Common Stock and 38,440 shares
of Class B Common Stock.  The Trustees, accordingly, share voting power in these
shares.

       The Class A Common Stock has no voting power, except when four quarterly
cumulative dividends upon the Class A Common Stock are in arrears.

       Each class of the following equity securities are owned or controlled by
management (i.e. all Directors and Officers) as of December 12, 1994:


            Title of               Amount               Percent
            class of stock    beneficially owned        of class
                                                    
            Class A              9,972                    0.18%
            Class B              1,350,785                20.30%

Item 13.  Certain Relationships and Related Transactions

       The law firm of Hull & Hull received $301,990 in fees for legal services
to the Corporation plus reimbursement of out-of-pocket expenses of $32,619.  Mr.
Allan Hull, attorney-at-law, is Vice President, General Counsel, member of the
Executive Committee and a Director of Greif Bros. Corporation and a partner in
the firm of Hull & Hull.


Item 13.  Certain Relationships and Related Transactions (concluded)

       A subsidiary of the Company annually contributes money to a world-wide
relief organization.  The founder and chairman of this non-profit organization 
is also the founder and chairman of the subsidiary company and is a director of
the Registrant.  During 1994 the subsidiary company contributed approximately
$1,200,000 to this organization.

       The information concerning the indebtedness of Officers and Directors is
included in Schedule II, pages 26 through 30, in this Form 10-K Annual Report.


                                    PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  The following documents are filed as part of this report:

                                                                 Page in
                                                               Annual Report *

  (1)Financial Statements:
                                                            
       Consolidated Balance Sheets at October
        31, 1994 and 1993                                      14

       Consolidated Statements of Income for the
        three years ended October 31, 1994                     15

       Consolidated Statements of Earnings Retained
        for Use in the Business for the three
        years ended October 31, 1994                           15

       Consolidated Statements of Cash Flows
        for the three years ended October 31, 1994             16

       Notes to Consolidated Financial Statements              17-20

       Report of Independent Accountants                       20

       Selected Quarterly Financial Data (unaudited)           21



     * Incorporated by reference from the indicated pages of the 1994 Annual
Report to Shareholders.


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
(concluded)

  (2)Financial Statement Schedules:

       Report of Independent Accountants on Financial Statement
        Schedules

       Marketable Securities - Other Security Investments
        (Schedule I)

       Amounts Receivable from Related Parties and Underwriters,
        Promoters and Employees Other Than Related Parties
        (Schedule II)

       Consolidated Properties, Plants and Equipment (Schedule V)

       Consolidated Accumulated Depreciation, Depletion and 
        Amortization of Properties, Plants and Equipment (Schedule VI)

       Consolidated Valuation and Qualifying Accounts and 
        Reserves (Schedule VIII)

       Consolidated Supplementary Income Statement 
        Information (Schedule X)

  (3)Exhibits:

       No.

       (13.)  1994 Annual Report to Shareholders

       (21.)  Subsidiaries of the Registrant

(b)Reports on Form 8-K

  (1)No reports on Form 8-K have been filed during
       the last quarter of fiscal 1994.


        All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

        The individual financial statements of the Registrant have been omitted
since the Registrant is primarily an operating company and all subsidiaries
included in the consolidated financial statements, in the aggregate, do not 
have minority equity interests and/or indebtedness to any person other than the 
Registrant or its consolidated subsidiaries in amounts which exceed 5% of total 
consolidated assets at October 31, 1994, excepting indebtedness incurred in the 
ordinary course of business which is not in default.



                                  SIGNATURES

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


                                            GREIF BROS. CORPORATION
                                            (Registrant)



Date             January 18, 1995           By                                  
         
                                            John K. Dieker
                                            Assistant Controller





        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.




                                                                                
         
Michael J. Gasser                       Charles R. Chandler
Chairman of the Board of Directors      Member of the Board of Directors



                                                                                
         
Paul H. DeCoster                        Allan Hull
Member of the Board of Directors        Member of the Board of Directors



                                                                                
          
Robert C. Macauley                      J Maurice Struchen
Member of the Board of Directors        Member of the Board of Directors



Each of the above signatures is affixed as of January 18, 1995.



                    REPORT OF INDEPENDENT ACCOUNTANTS ON
                        FINANCIAL STATEMENT SCHEDULES     





To the Board of Directors
of Greif Bros. Corporation


        Our audits of the consolidated financial statements referred to in
our report dated November 30, 1994 appearing on page 20 of the 1994 Annual
Report to Shareholders of Greif Bros. Corporation, (which report and
consolidated financial  statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial Statement
Schedules listed in Item 14 (a) (2) of this Form 10-K.  In our opinion, these
Financial Statement Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.




PRICE WATERHOUSE LLP


Columbus, Ohio
November 30, 1994


                                       SCHEDULE I
                               GREIF BROS. CORPORATION
                               AND SUBSIDIARY COMPANIES

                                MARKETABLE SECURITIES
                              OTHER SECURITY INVESTMENTS

                                                   Amount at which each
                                                   portfolio of equity
                            Number of shares       security issues and
                               or units -          each other security
   Name of issuer and       principal amount       issue carried in the
   title of each issueof    bonds and notes         balance sheet     

Marketable securities:
                                             
  U. S. Treasury Notes         $ 2,000,000         $ 2,043,760

  Government of Canada
    Securities                  19,731,000          21,926,139

                                                              
                               $21,731,000         $23,969,899  (A)



(A)  At cost plus accrued interest, which approximates market.


                                      SCHEDULE II
                                GREIF BROS. CORPORATION
                                AND SUBSIDIARY COMPANIES

               AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
                  PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES


Year ended October 31, 1992:

                         Balance at                          Balance at
                         Beginning               Amount      End of
Name of Debtor           Period      Proceeds    Collected   Period  
                                                 
Lloyd D. Baker           $   98,490  $      -0-  $  7,442    $   91,048
Michael M. Bixby            254,000         -0-    21,000       233,000
Edward M. Bobula             82,000     240,000    50,000       272,000
Glenn D. Bramlett           290,000         -0-       -0-       290,000
Dwight L. Dexter            171,337         -0-     6,529       164,808
Michael J. Gasser            82,400     200,864     6,867       276,397
C. J. Guilbeau                  -0-     200,000     1,349       198,651
James A. Hale                   -0-     182,500    84,684        97,816
Philip R. Metzger           111,607         -0-     5,377       106,230
Howard S. Miller             70,000         -0-       -0-        70,000
Thomas V. Parker                -0-     135,300    19,420       115,880
Gerald L. Payne                 -0-     100,000     6,068        93,932
Lawrence A. Ratcliffe        82,842         -0-     4,252        78,590
John Saldate                191,822         962    32,344       160,440
William B. Sparks           111,929         -0-       -0-       111,929
Ralph V. Stoner, Jr.            -0-     250,000       -0-       250,000
Ralph V. Stoner, Sr.        163,000         -0-    20,000       143,000
J. William Weller            93,988         -0-     4,441        89,547
Jeffrey C. Wood                 -0-     174,000       -0-       174,000

                         $1,803,415  $1,483,626  $269,773    $3,017,268



                                      SCHEDULE II
                                      (continued)
                                 GREIF BROS. CORPORATION
                                 AND SUBSIDIARY COMPANIES

               AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
                  PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES


Year ended October 31, 1993:

                          Balance at                             Balance at
                          Beginning                 Amount       End of
Name of Debtor            Period       Proceeds     Collected    Period  
                                                      
Lloyd D. Baker            $   91,048   $    -0-     $  7,603     $   83,445
Michael M. Bixby             233,000        -0-        6,000        227,000
Edward M. Bobula             272,000        -0-          -0-        272,000
Glenn D. Bramlett            290,000        -0-          -0-        290,000
Dwight L. Dexter             164,808        -0-        6,728        158,080
Michael J. Gasser             276,39        -0-       19,828        256,569
C. J. Guilbeau               198,651        -0-        5,496        193,155
James A. Hale                 97,816        -0-        3,835         93,981
Philip R. Metzger            106,230        -0-        5,540        100,690
Howard S. Miller              70,000        -0-          -0-         70,000
Thomas V. Parker             115,880        -0-        4,492        111,388
Gerald L. Payne               93,932        -0-        7,990         85,942
Todd W. Prasher                  -0-    149,217        3,878        145,339
Lawrence A. Ratcliffe         78,590        -0-        4,381         74,209
John Saldate                 160,440        -0-        3,682        156,758
William R. Shew                  -0-    275,000      110,000        165,000
William B. Sparks            111,929        -0-          -0-        111,929
Ralph V. Stoner, Jr.         250,000        -0-       25,000        225,000
Ralph V. Stoner, Sr.         143,000        -0-      143,000            -0-
J. William Weller             89,547        -0-        4,576         84,971
Jeffrey C. Wood              174,000        -0-       52,504        121,496
                                                              
                          $3,017,268   $424,217     $414,533     $3,026,952


                                    SCHEDULE II
                                    (continued)

                              GREIF BROS. CORPORATION
                              AND SUBSIDIARY COMPANIES

             AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
                 PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES


Year ended October 31, 1994:

                    Balance at                           Balance at
                     Beginning                 Amount      End of
Name of Debtor    Period      Proceeds    Collected    Period  
                                                       
Lloyd D. Baker                 $   83,445    $    -0-    $  7,768  $   75,677
Michael M. Bixby                  227,000         -0-       6,000     221,000
Edward M. Bobula                  272,000         -0-     272,000         -0-
Glenn D. Bramlett                 290,000         -0-         -0-     290,000
Dwight L. Dexter                  158,080         -0-       6,932     151,147
Kevin L. Drummond                     -0-     115,000         -0-     115,000
Sandra L. Fisher                      -0-     103,000       2,179     100,821
Michael J. Gasser                 256,569         -0-      18,940     237,630
C. J. Guilbeau                    193,155         -0-       5,664     187,491
James A. Hale                      93,981         -0-       3,951      90,029
Philip R. Metzger                 100,690         -0-       5,709      94,981
Howard S. Miller                   70,000         -0-      20,000      50,000
Thomas V. Parker                  111,388         -0-     111,388         -0-
Gerald L. Payne                    85,942         -0-       8,841      77,101
Todd W. Prasher                   145,339         -0-       8,182     137,157
Lawrence A. Ratcliffe              74,209         -0-       4,514      69,695
John Saldate                      156,758         -0-       3,794     152,965
William R. Shew                   165,000         -0-         -0-     165,000
William B. Sparks                 111,929         -0-         -0-     111,929
Ralph V. Stoner, Jr.              225,000         -0-         -0-     225,000
J. William Weller                  84,971         -0-      84,971         -0-
Jeffrey C. Wood                   121,496         -0-       4,604     116,892

                               $3,026,952    $218,000    $575,437  $2,669,515

                            
                                                                 SCHEDULE II
                                                                  (continued)





           Lloyd D. Baker is a Vice President of Greif Bros. Corporation.  The
loan is secured by a first mortgage on a house and lot in Delaware, Ohio and
2,000 shares of the Company's Class B Common Stock.  Interest is payable at 3%
per annum.

           Michael M. Bixby is a Vice President of Greif Bros. Corporation. 
The loan is secured by a house and lot in Minnesota and interest is payable at
3% per annum.

           Edward M. Bobula was a Vice President of Greif Bros. Corporation. 
The loan was secured by 10,000 shares of the Company's Class B Common Stock
and interest was payable at 3% per annum.

           Glenn D. Bramlett is a Director of Down River International, Inc. 
The loan is secured by 17,650 shares of the Company's Class B Common Stock and
interest is payable at 10% per annum on $250,000 and 3% on the remaining
$40,000.

           Dwight L. Dexter is a Vice President of Greif Bros. Corporation. 
The loan is secured by a house and lot in Ohio and interest is payable at 3%
per annum.

           Kevin L. Drummond is Controller of Michigan Packaging Company.  The
loan is secured by a house and lot in Michigan and interest is payable at 3%
per annum.

           Sandra L. Fisher is an insurance administrator of Greif Bros.
Corporation.  The loan is secured by a house and lot in Ohio and interest is
payable at 7% per annum.

           Michael J. Gasser is Chairman and Chief Executive Officer of Greif
Bros. Corporation.  The loan is secured by 5,599 shares of the Company's Class
B Common Stock and a first mortgage on a house and lot in Ohio.  Interest is
payable at 3% per annum.

           C. J. Guilbeau is a Vice President of Greif Bros. Corporation.  The
loan is secured by a house and lot in Illinois and interest is payable at 3%
per annum.

           James A. Hale is a Vice President of Greif Bros. Corporation.  The
loan is secured by a house and lot in Alabama and interest is payable at 3%
per annum.

           Philip R. Metzger is Assistant Controller and Assistant Treasurer of
Greif Bros. Corporation.  The loan is secured by a house and lot in Ohio and
interest is payable at 3% per annum.

           Howard S. Miller is a Director of Michigan Packaging Company.  The
loan is secured by 4,000 shares of the Company's Class B Common Stock and
interest is payable at 7.79% per annum.

           Thomas V. Parker is a plant manager of Greif Bros. Corporation.  The
loan was secured by a house and lot in Ohio and interest was payable at 3% per
annum. 

                                  SCHEDULE II
                                  (concluded)





           Gerald L. Payne is a plant manager of Greif Bros. Corporation.  The
loan is secured by a house and lot in Illinois and interest is payable at 3%
per annum.

           Todd W. Prasher is a division controller of Greif Bros. Corporation. 
The loan is secured by a house and lot in Ohio and interest is payable at 3%
per annum.

           Lawrence A. Ratcliffe is a Vice President of Greif Bros.
Corporation.  The loan is secured by a house and lot in Ohio and interest is
payable at 3% per annum.

           John Saldate is a plant manager of Greif Bros. Corporation.  The
loan is secured by a house and lot in California and interest is payable at 3%
per annum.

           William R. Shew is President of Greif Board Corporation.  The loan
is secured by 22,500 shares of Greif Bros. Corporation Class B common stock. 
Interest is payable at the prime rate, as determined, and payable semi-
annually on April 30th and October 31st of each year.

           William B. Sparks is Chairman of the Board of Down River
International, Inc.  The loan is secured by 3,124 shares of the Company's
Class B Common Stock and 500 shares of the Company's Class A Common Stock. 
Interest is payable at 3% per annum.

           Ralph V. Stoner, Jr. is President of Michigan Packaging Company. 
The loan is secured by a house and lot in North Carolina and interest is
payable at 3% per annum.

           J. William Weller was Assistant Tax Manager of Greif Bros.
Corporation.  The loan was secured by a house and lot in Ohio and interest was
payable at 3% per annum.

           Jeffrey C. Wood is a Vice President of Greif Bros. Corporation.  The
loan is secured by a house and lot in Ohio and interest is payable at 3% per
annum.

                                    SCHEDULE V
                               GREIF BROS. CORPORATION
                               AND SUBSIDIARY COMPANIES
                 CONSOLIDATED PROPERTIES, PLANTS AND EQUIPMENT (IN $000)
     
                                                        Other           Balance
                         Balance at Additions           Changes         at End 
                         Beginning  at         Retire-  Add             of   
Description              of Period  Cost       ments    (Deduct)        Period 

Year ended October 31, 1992:
                                                      
Timber Properties, less
  depletion              $  2,701   $    109   $   45   $     (3) (A)   $  2,762

Land                     $  9,159   $     50   $  -0-   $    (61) (A)   $  9,148

Land Improvements           2,773      2,478      -0-         -0-          5,251
Buildings                  70,616      5,163      222         125 (A)(B)  75,682
Machinery & Equipment     180,817     19,932    1,685     (2,229) (A)(B) 196,835
Furniture & Fixtures        5,135        507      181        (47) (A)      5,414
Construction in Process     7,758     15,202      -0-         -0-         22,960

                          267,099     43,282    2,088     (2,151)        306,142

                         $276,258    $43,332   $2,088    $(2,212)       $315,290

Year ended October 31, 1993:

Timber Properties, less
 depletion               $  2,762    $   530   $  -0-    $    (2) (A)   $  3,290

Land                     $  9,148    $   497   $  -0-    $   (36) (A)(B)$  9,609

Land Improvements           5,251        139       23         -0-          5,367
Buildings                  75,682      5,533      101       (333) (A)(B)  80,781
Machinery & Equipment     196,835     21,707    4,777       (982) (A)(B) 212,783
Furniture & Fixtures        5,414        419      152          11 (A)(B)   5,692
Construction in Process    22,960     45,692      -0-         -0-         68,652

                          306,142     73,490    5,053    (1,304)         373,275

                         $315,290    $73,987   $5,053   $(1,340)        $382,884

Year ended October 31, 1994:

Timber Properties, less
 depletion               $  3,290    $   350   $  -0-   $    (1) (A)    $  3,639

Land                     $  9,609    $   928   $    3   $   (13) (A)    $ 10,521

Land Improvements           5,367      2,491       22        -0-           7,836
Buildings                  80,781     11,793      349      (125) (A)      92,100
Machinery & Equipment     212,783     75,109    2,097      (334) (A)     285,461
Furniture & Fixtures        5,692        477      181       (23) (A)       5,965
Construction in Process    68,652        -0-   50,516        -0-          18,136

                          373,275     89,870   53,165      (482)         409,498

                         $382,884    $90,798  $53,168   $  (495)        $420,019

(A)  Effect of Translation gain (loss) in accordance with FASB #52.
(B)  Certain assets were reclassified during the year to reflect the current 
year's presentation.


                                       SCHEDULE VI
                                 GREIF BROS. CORPORATION
                                 AND SUBSIDIARY COMPANIES
                       CONSOLIDATED ACCUMULATED DEPRECIATION, DEPLETION
               AND AMORTIZATION OF PROPERTIES, PLANTS AND EQUIPMENT (IN $000)

                                    Additions           Other           Balance
                         Balance at Charged to          Changes         at End
                         Beginning  Costs and  Retire-  Add             of   
                         of Period  Expenses   ments    (Deduct)        Period 

Year ended October 31, 1992:
                                                      
Land Improvements        $   1,927  $    238   $   -0-  $   -0-         $  2,165
 
Buildings                   25,497     2,337        55      210   (A)(B)  27,989

Machinery & Equipment      123,874    15,261     1,639  (1,434)   (A)(B) 136,062

Furniture & Fixtures         3,788       456       165     (31)   (A)      4,048

                          $155,086   $18,292    $1,859 $(1,255)         $170,264

Year ended October 31, 1993:

Land Improvements         $  2,165   $   269    $   21 $    -0-         $  2,413

Buildings                   27,989     2,541        90    (175)   (A)(B)  30,265

Machinery & Equipment      136,062    15,587     4,517    (589)   (A)(B) 146,543

Furniture & Fixtures         4,048       447       147     (11)   (A)(B)   4,337

                          $170,264   $18,844    $4,775   $(775)         $183,558

Year ended October 31, 1994:

Land Improvements        $   2,413  $    351  $     21   $  -0-         $  2,743

Buildings                   30,265     2,866       304     (65)    (A)    32,762

Machinery & Equipment      146,543    18,069     1,951    (264)    (A)   162,397

Furniture & Fixtures         4,337       431       173      (9)    (A)     4,586

                          $183,558   $21,717    $2,449   $(338)         $202,488

                                         
(A)  Effect of Translation gain (loss) in accordance with FASB #52.
(B)  Certain assets were reclassified during the year to reflect the current 
year's presentation.


                                SCHEDULE VIII
                            GREIF BROS. CORPORATION
                            AND SUBSIDIARY COMPANIES
             CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                  (IN $000)

                                         Additions    
                         Balance at  Charged to Charged to            Balance at
                         Beginning   Costs and  Other                 End of
Description              of Period   Expenses   Accounts   Deductions Period 

Year ended October 31, 1992:
                                                  
Reserves deducted from
 applicable assets:
For doubtful items--
 trade accounts
 receivable              $  965      $701       $16 (A)     $717 (B)   $  965
For doubtful items--
 other notes and
 accounts receivable        697       -0-       -0-          -0-          697
                          
Total reserves deducted
 from applicable assets  $1,662      $701       $16          $717       $1,662

Year ended October 31, 1993:

Reserves deducted from
 applicable assets:
For doubtful items--
 trade accounts
 receivable              $  965      $364       $24 (A)      $414 (B)   $  939
For doubful items--
 other notes and
 accounts receivable        697       -0-       -0-           -0-          697

Total reserves deducted
 from applicable assets  $1,662      $364       $24          $414       $1,636


Year ended October 31, 1994:

Reserves deducted from
 applicable assets:
For doubtful items--
 trade accounts
 receivable              $  939      $398       $23 (A)      $371 (B)   $  989
For doubtful items--
 other notes and
 accounts receivable        697       -0-       -0-           -0-          697

Total reserves deducted
 from applicable assets  $1,636      $398       $23          $371       $1,686

(A)  Collections of accounts previously written off.
(B)  Accounts written off.


                                  SCHEDULE X
                            GREIF BROS. CORPORATION
                            AND SUBSIDIARY COMPANIES
              CONSOLIDATED SUPPLEMENTARY INCOME STATEMENT INFORMATION
                                  (IN $000)


                               Charged to costs and expenses,

                               For the years ended October 31,

       Item                             1992          1993          1994
                                                         
Maintenance and repairs               $22,530       $22,110       $24,581

Depreciation, depletion and amorti-
 zation of properties, plants and
 equipment                            $18,315       $18,881       $21,758

Depreciation and amortization of in-
 tangible assets, preoperating costs
 and similar deferrals                (A)           (A)           (A)

Taxes, other than income taxes:
Payroll                               $ 9,088       $ 9,505       $ 9,630
Real estate, personal property
 and other                              5,122         4,905         4,806
                                                              
                                                 

                                      $14,210       $14,410       $14,436

Rents                                 (A)           (A)          (A)

Royalties                             (A)           (A)          (A)

Advertising costs                     (A)           (A)          (A)





(A)  Amount not stated because such amount does not exceed 1% of total sales 
and revenues.


                                                             EXHIBIT 13

                             GREIF BROS. CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                             (Dollars in thousands)
                                    ASSETS


                 OCTOBER 31,                           1994           1993  
                                                                            
                                                                    (Note 5)
                                                              
CURRENT ASSETS
 Cash and short term investments                     $ 29,543       $ 30,827
 U.S. and Canadian government securities
  --at amortized cost which approximates market        23,970         26,933
 Trade accounts receivable -- less allowance
  of $989 for doubtful items ($965 in 1993)            69,501         56,601
 Inventories, at the lower of cost (prin-
  cipally last-in, first-out) or market                50,944         42,700
 Prepaid expenses and other                            14,384         12,793 
                                                        
  Total current assets                                188,342        169,854
                                                                       
LONG TERM ASSETS
 Cash surrender value of life insurance                 2,618          2,452
 Interest in partnership                                1,091          1,091
 Other long term assets                                 5,853          5,171
                                                                            
                                                        9,562          8,714
                                                                            
PROPERTIES, PLANTS AND EQUIPMENT - at cost
 Timber properties -- less depletion                    3,639          3,290
 Land                                                  10,521          9,608
 Buildings                                             99,936         86,148
 Machinery, equipment, etc.                           291,426        218,475
 Construction in progress                              18,136         68,652
 Less accumulated depreciation                      (202,488)      (183,558)
           
                                                      221,170        202,615
                                                                      
                                                     $419,074       $381,183
                                                        
                       LIABILITIES AND SHAREHOLDERS' EQUITY         

CURRENT LIABILITIES
 Accounts payable and accrued liabilities            $ 32,948       $ 22,422
 Current portion of long term obligations                 249            375
 Accrued payrolls and employee benefits                 7,082          5,793
 Accrued taxes -- general                               1,952          1,620
 Taxes on income                                          713          1,448

  Total current liabilities                            42,944         31,658

LONG TERM OBLIGATIONS (interest rates from
 3.85% - 6.00%; payable to 2000)                       27,966         28,015

OTHER LONG TERM LIABILITIES                            14,265         13,572

DEFERRED INCOME TAXES                                   6,960          2,971
                                                
  Total long term liabilities                          49,191         44,558
                                                              
SHAREHOLDERS' EQUITY
 Capital stock, without par value                       9,034          9,034

  Class A Common Stock:
   Authorized 16,000,000 shares;
   issued 10,570,480 shares;
   in treasury 5,133,894 shares;
   outstanding 5,436,586 shares

  Class B Common Stock:
   Authorized and issued 8,640,000 shares;
    in treasury 1,985,826 shares;
    (1,940,267 in 1993)
    outstanding 6,654,174 shares
    (6,699,733 in 1993)

 Earnings retained for use in the business            321,583        298,757 
 
 Cumulative translation adjustment                    (3,678)        (2,824)
                                                                        
                                                      326,939        304,967
                                                                         
                                                     $419,074       $381,183
                                                                      




See accompanying Notes to Consolidated Financial Statements


                     GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
                            CONSOLIDATED STATEMENTS OF INCOME        

                     (Dollars in thousands, except per share amounts)

 For the years ended October 31,          1994            1993           1992  
                                                        (Note 5)       (Note 5)
                                                             
Sales and other income
  Net sales                            $583,526        $526,765       $510,995
Other income:
  Interest and other                      6,113           6,077          7,609
  Gain on timber sales                    4,604           5,618          4,114
                                                                    
                                        594,243         538,460        522,718
                                                                        
Costs and expenses (including depreciation of 
 $21,717 in 1994, $18,845 in 1993
 and $18,292 in 1992)
  Cost of products sold                 480,666         440,578        415,074
  Selling, general and administrative    60,518          58,078         58,331
  Interest                                1,447             203            197
                                     
                                        542,631         498,859        473,602
                                                                 
Income before income taxes               51,612          39,601         49,116
Taxes on income                          17,858          14,992         18,902
                                                                         
Income before minority interest          33,754          24,609         30,214
Minority interest                           -0-             -0-            495
                                                                             
Net income                             $ 33,754        $ 24,609       $ 29,719
                                                                 
          


Net income per share (based on the average number of shares outstanding during 
the year):

    Based on the assumption that earnings were allocated to Class A and Class B 
Common Stock to the extent that dividends were actually paid for the year and
the remainder were allocated as they would be received by shareholders in the 
event of liquidation, that is, equally to Class A and Class B shares, share and
share alike:

                                          1994         1993              1992

                             Class A      $2.63           $1.87          $2.30
                             Class B      $2.91           $2.15          $2.56


    Due to the special characteristics of the Company's two classes of stock 
(see Note 4), earnings per share can be calculated upon the basis of varying
assumptions, none of which, in the opinion of management, would be free from 
the claim that it fails fully and accurately to represent the true interest of
the shareholders of each class of stock and in the earnings retained for use in 
the business.




See accompanying Notes to Consolidated Financial Statements


                 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

       CONSOLIDATED STATEMENTS OF EARNINGS RETAINED FOR USE IN THE BUSINESS

                (Dollars in thousands, except per share amounts)

 For the years ended October 31,          1994           1993           1992  
                                                             
Balance at beginning of year, 
 as previously reported                $298,356        $283,251       $261,615
Effect of restatement as required by
 SFAS No. 109 (see Note 5)                  401           1,025          1,679
                                                                        
Balance at beginning of year, 
 as restated                            298,757         284,276        263,294
Net Income                               33,754          24,609         29,719
                                                                 
                                        332,511         308,885        293,013
                                                                         
Dividends paid in the fiscal years (Note):
 On Class A Common Stock 
  -- $.60 per share                       3,262           3,262          3,045
    ($.60 per share in 1993 
    and $.56 per share in 1992)
 On Class B Common Stock 
  -- $.88 per share                       5,877           5,914          5,516
    ($.88 per share in 1993 
    and $.82 per share in 1992)                                       
     
                                          9,139           9,176          8,561
                                                                             
Cost of shares of treasury stock          1,789             952            176
                                                                        
Balance at end of year                 $321,583        $298,757       $284,276
                                                                      
          




Note:  Dividends paid during the calendar years 1994, 1993 and 1992, relating 
to the results of operations for the fiscal years ended October 31, 1994, 1993 
and 1992, were as follows:

      1994 calendar year dividends per share -- Class A $.68;  Class B $1.00
      1993 calendar year dividends per share -- Class A $.60;  Class B $ .88  
      1992 calendar year dividends per share -- Class A $.60;  Class B $ .88  
 
















See accompanying Notes to Consolidated Financial Statements


               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS 
                            (Dollars in thousands)

 For the years ended October 31,                 1994       1993       1992  
                                                          (Note 5)   (Note 5)
Cash flows from operating activities:
                                                            
Net income                                     $ 33,754   $ 24,609   $ 29,719
  Adjustments to reconcile net income to net 
  cash provided by operating activities:
    Depreciation and depletion                   21,758     18,881     18,315
    Minority interest in income                     -0-        -0-        495
    Deferred income taxes                         4,011      1,133      2,511
    Loss (gain) on disposals of properties, plants 
      and equipment                                   4        175      (429)
  (Increase) decrease:
    Trade accounts receivable                  (12,900)      (543)    (1,774)
    Inventories                                 (8,244)      5,190    (1,426)
    Prepaid expenses and other                  (1,591)    (1,009)    (1,248)
    Other long term assets                        (848)        554      (189)
  Increase (decrease):
    Accounts payable and accrued liabilities     10,526      2,325      (873)
    Accrued payrolls and employee benefits        1,289        708      (214)
    Accrued taxes - general                         332       (55)       (80)
    Taxes on income                               (735)    (1,318)    (1,469)
    Other long term liabilities                     693    (1,175)      (771)
                                              
Net cash provided by operating activities        48,049     49,475     42,567
                                        
Cash flows from investing activities:

  Sales (purchases) of investments in
    government securities, net                    2,963      4,959      4,914
  Reduction in loan to partnership                  -0-        -0-      6,000
  Purchase of minority interest                     -0-        -0-    (4,124)
  Purchase of properties, plants and equipment (40,682)   (74,521)   (43,406)
  Proceeds on disposals of properties, plants 
    and equipment                                   166        103        659
                                        
Net cash used by investing activities          (37,553)   (69,459)   (35,957)
                                                                   
Cash flows from financing activities:

  Proceeds from issuance of long term debt        7,700     28,108        -0-
  Payments on long term debt                    (7,876)      (677)      (146)
  Acquisition of treasury stock                 (1,789)      (952)      (176)
  Dividends paid                                (9,139)    (9,176)    (8,561)
                                                 
Net cash provided (used) by financing 
 activities                                    (11,104)     17,303    (8,883)
                                          
Foreign currency translation adjustment           (676)    (1,931)    (3,046)
                                                          
Net decrease in cash and short term 
 investments                                    (1,284)    (4,612)    (5,319)
Cash and short term investments at 
 beginning of year                               30,827     35,439     40,758
                                           
Cash and short term investments at 
 end of year                                   $ 29,543   $ 30,827   $ 35,439
                                                                           


See accompanying Notes to Consolidated Financial Statements

                    GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

       The Consolidated Financial Statements include the accounts of the
Company and its subsidiaries. 

Revenue Recognition

       Revenue is recognized when goods are shipped.

Income Taxes

       The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes",
which changed the method for calculating deferred income taxes.  The Company
adopted SFAS No. 109, retroactive to November 1, 1990.  Certain prior year
amounts in the Company's financial statements have been restated.

Inventories

       Inventories are comprised principally of raw materials and are stated
at the lower of cost (principally on last-in, first-out basis) or market.  If
inventories were stated on the first-in, first-out basis, they would be
$49,000,000 greater in 1994 and $42,800,000 greater in 1993.  During 1993 the
Company experienced slight LIFO liquidations which were deemed to be
immaterial to the Consolidated Financial Statements.

Interest in Partnership

       The 50% interest in Macauley & Company (the partnership), in which the
Company is a limited partner, is accounted for on the cost basis since, as a
limited partner, the Company cannot participate in the management of the
limited partnership.

Properties, Plants and Equipment

       Depreciation on properties, plants and equipment is provided by the
straight line method over the estimated useful lives of the assets. 
Accelerated depreciation methods are used for federal income tax purposes. 
Expenditures for repairs and maintenance are charged to income as incurred.

       Depletion on timber properties is computed on the basis of cost and the
estimated recoverable timber acquired.

       When properties are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the asset and related reserve
accounts.  Gains or losses are credited or charged to income as applicable.

Earnings Retained for Use in the Business of Canadian Subsidiary Company

       Deferred income taxes have been provided on accumulated earnings that
could be considered as not permanently reinvested in the Canadian subsidiary.

       As of October 31, 1994, permanently reinvested earnings are
$28,591,000.

Foreign Currency Translation

       In accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation", the assets and liabilities denominated in
foreign currency are translated into U.S. dollars at the current rate of
exchange existing at year-end and revenues and expenses are translated at the
average monthly exchange rates.

       The following were the cumulative translation adjustments which
represent the effect of translating assets and liabilities of the Company's
foreign operation (Dollars in thousands):


                                              1994         1993 
                                                          
     Balance at beginning of year             $(2,824)     $  (425)

     Effect of balance sheet translation         (854)      (2,399)
                                                              
     Balance at end of year                   $(3,678)     $(2,824)

                                                                              
The transaction gains and losses included in income are immaterial.

Statement of Cash Flows

       The Company considers highly liquid investments with an original
maturity of three months or less to be cash and short term investments.

Operations by Industry Segment

       Information concerning the Company's industry segments is an integral
part of these financial statements.

Reclassifications

       Certain prior year amounts have been reclassified to conform to the
1994 presentation.

NOTE 2--INTEREST IN PARTNERSHIP

       The investment in partnership consists of an investment in Macauley &
Company (the partnership).  As of October 31, 1994 and 1993, the partnership
holds Class B Common Stock (1,200,000 shares) of the Company.  During 1992,
the Company purchased 100% of Virginia Fibre Corporation through an option
agreement with the partnership.  This purchase was accounted for under the
purchase method. 

      Virginia Fibre Corporation has existing stock option plans under which
additional shares may be issued but with restrictions which ensure that
ultimately these shares will be purchased by the Company.  If all of these
options were fully exercised, and no shares were purchased by the Company,
Greif Bros. Corporation would then be the record holder of approximately 90%
of the outstanding stock of Virginia Fibre Corporation.

NOTE 3--LONG TERM OBLIGATIONS

       The Company's long term obligations include the following as of October
31 (Dollars in thousands):


                                                   1994         1993  
                                                        
       Current portion of long term obligations   $   249     $    375
                                                                      

       Long term obligations                      $25,702      $25,526
       Capital lease                                2,264        2,489
                                                                      
       Total long term obligations                $27,966      $28,015
                                                                      

       During 1992, a subsidiary of the Company entered into a seven year
unsecured revolving loan agreement with a bank for $40 million.  The revolving
loan agreement was used to finance the purchase of a 325 ton per day recycled
paper machine.  The interest is an adjustable rate tied, at the Company's
discretion, to the lower of the bank's prime rate or the London Interbank
Offered Rates (4.81% as of October 31, 1994).  There is no penalty for
prepayment.  As part of this revolving loan agreement, the subsidiary agreed
to certain provisions and restrictions including a restriction on its
additional indebtedness.

       On November 16, 1994, a different subsidiary of the Company signed a
loan commitment letter for an eight year unsecured revolving line of credit
with a bank for $17 million.  This revolving credit arrangement will be used
to finance the construction of a manufacturing plant in Michigan.  At the
Company's discretion, the interest rate may be tied to either the London
Interbank Offered Rates plus 50 basis points or the bank's prime rate less 25
basis points.  There is no penalty for prepayment.  In exchange, the
subsidiary agreed to certain restrictions including a restriction on its
additional indebtedness.

       During 1993, the Company entered into a capital lease agreement covering
the land, building, and machinery and equipment at one of its plant locations. 
The amount that is capitalized under this agreement is $2,708,000 and has
accumulated depreciation of $227,000 as of October 31, 1994 ($33,000 as of
October 31, 1993).  In addition to the capital lease, the Company has entered
into non-cancelable operating leases for buildings and office space.  The
future minimum lease payments for the non-cancelable operating leases are
$709,000 in 1995, $557,000 in 1996, $429,000 in 1997, $252,000 in 1998,
$72,000 in 1999 and $31,000 thereafter.  Rent expense was $2,553,000 in 1994,
$2,555,000 in 1993 and $2,369,000 in 1992.

       Annual maturities of the long term obligation and capital lease are
$392,000 in 1995, $1,992,000 in 1996, $8,391,000 in 1997, $8,388,000 in 1998,
$8,382,000 in 1999 and $1,300,000 thereafter.  The amount that represents
future executory costs and interest payments for the capital lease is $630,000
as of October 31, 1994 ($785,000 as of October 31, 1993).

       During 1994, the Company paid $1,599,000 of interest ($363,000 in 1993
and $171,000 in 1992) for the long term obligations and capital lease.


NOTE 4--CAPITAL STOCK AND RETAINED EARNINGS

       Class A Common Stock is entitled to cumulative dividends of 2 cents a
share per year after which Class B Common Stock is entitled to non-cumulative
dividends up to 1 cent a share per year.  Further distribution in any year
must be made in proportion of 1 cent a share for Class A Common Stock to 1-1/2
cents a share for Class B Common Stock.  The Class A Common Stock shall have
no voting power nor shall it be entitled to notice of meetings of the
stockholders, all rights to vote and all voting power being vested exclusively

in the Class B Common Stock unless four quarterly cumulative dividends upon
the Class A Common Stock are in arrears.  There is no cumulative voting.  The
Company has acquired  7,119,720 shares of Class A and Class B Common Stock for
treasury at a cost of $38,129,296 which was appropriately charged against
earnings retained for use in the business.  The Company acquired 45,559 of
these shares in 1994 for $1,789,009 (24,550 shares in 1993 for $951,812, and
4,500 shares in 1992 for $176,437).

NOTE 5--INCOME TAXES

       Income tax expense is comprised as follows (Dollars in thousands):


                                U.S.                  State and
                               Federal     Foreign      Local        Total 
                                                        
              1994:
                Current        $10,592     $ 1,882      $ 2,166     $14,640
                Deferred         4,767        (196)      (1,353)      3,218
                                                                           
                               $15,359     $ 1,686      $   813     $17,858
                                                                           

              1993:
                Current        $10,290     $ 1,483      $ 2,117     $13,890
                Deferred         1,221        (119)          --       1,102
                                                                           
                               $11,511     $ 1,364      $ 2,117     $14,992
                                                                           
              1992:
                Current        $12,460     $ 1,984      $ 1,999     $16,443
                Deferred         2,512         (53)         --        2,459
                                                                           
                               $14,972     $ 1,931      $ 1,999     $18,902
                                                                           

       Foreign income before income taxes amounted to $4,111,000 in 1994
($3,208,000 in 1993 and $4,625,000 in 1992).

       During 1994, the Company applied for and expects to receive a Virginia
state tax credit.  The state of Virginia allows a tax credit equal to 10% of
the qualified purchase for the recycled paper machine in the year the
equipment is placed in service and for five additional years, subject to
certain income and percentage limitations.



       The following is a reconciliation of the U.S. statutory federal income
tax rate to the Company's effective tax rate:


                                              1994         1993        1992
                                                                
       U.S. federal statutory tax rate        35.0%        34.8%        34.0%
       State taxes, net of federal tax
         benefit                               1.0          3.5          2.7
       Limited partnership distribution        -0-          -0-          2.0
       Other                                  (1.4)         (.4)         (.2)
                                                                           
       Effective income tax rate              34.6%        37.9%        38.5%

       The Company adopted SFAS No. 109, retroactive to November 1, 1990, as
discussed in Note 1 to the Consolidated Financial Statements.  In connection
with the adoption of SFAS No. 109, the Company recorded a one time adjustment
that resulted in a reduction of the deferred income tax liability and the
recording of a deferred tax asset.  Certain prior year amounts in the
Company's financial statements have been restated.  The effect on net income
was a reduction of net income of $624,000 or $.05 per share for 1993, a
reduction of net income of $654,000 or $.05 per share for 1992 and an addition
to net income of $1,679,000 or $.14 per share for 1991.

       Significant components of the Company's deferred tax liabilities and
assets are as follows (Dollars in thousands):


                                                      1994           1993  
                                                               
       Current deferred tax assets                   $ 2,804        $ 2,232
                                                                           

       Current deferred tax liabilities              $    32        $    35
                                                                           


       Book basis on acquired assets                 $13,257        $14,920
       Other                                           1,656          1,691
                                                                           
       Long term deferred tax assets                 $14,913        $16,611
                                                                           


       Plant and equipment                           $17,625        $14,864
       Undistributed Canadian net income               1,402          1,402
       Pension costs                                   1,737          1,174
       Other                                           1,109          2,142
                                                                           
       Long term deferred tax liabilities            $21,873        $19,582


     During 1994, the Company paid $10,898,000 in U. S. Federal income taxes
($10,639,000 in 1993 and $13,994,000 in 1992).

NOTE 6--RETIREMENT PLANS

       The Company has non-contributory defined benefit pension plans that
cover most of its employees.  These plans include plans self-administered by
the Company along with Union administered multi-employer plans.  The Union
plans' benefits are based primarily upon years of service.  The self-
administered salaried plan benefits are based primarily on years of service
and earnings.  The Company contributes an amount that is not less than the
minimum funding nor more than the maximum tax-deductible amount to these
plans.  The plans' assets consist of unallocated insurance contracts, equity
securities, government obligations, and the allowable amount of the Company's
stock (61,876 shares of Class A Common Stock and 38,440 shares of Class B
Common Stock at October 31, 1994 and 1993).

       The pension expense for the plans included the following (Dollars in
thousands):


                                                 1994         1993         1992
                                                                 
Service cost, benefits earned during the year  $ 1,415      $ 1,427      $ 1,445
Interest cost on projected benefit obligation    2,444        2,167        2,075
Actual return on assets                        (1,844)      (4,244)      (3,019)
Net amortization                               (1,699)          813        (293)
                                                                            
Pension expense                                    316          163          208
Multi-employer and non-U.S. pension expense        341          384          318
                                                                      
         Total pension expense                 $   657      $   547      $   526

                                                          
       The range of weighted average discount rate and expected long term rate
of return on plan assets used in the actuarial valuation were 7.0% - 9.0% for
1994, 1993 and 1992.  The rate of compensation increases for salaried
employees used in the actuarial valuation range from 4.5% to 6.5% for 1994,
1993 and 1992.

      The following table sets forth the plans' funded status and amounts
recognized in the Company's statements (Dollars in thousands):


                                     ASSETS EXCEED        ACCUMULATED BENEFITS
                                  ACCUMULATED BENEFITS        EXCEED ASSETS     

                                    1994         1993                1994  
                                                           
Actuarial present value of 
  benefit obligations:

  Vested benefit obligation        $22,568      $28,264             $  8,209
                                                                       
  Accumulated benefit obligation   $22,828      $30,289             $  9,440
                                                                       
  Projected benefit obligation     $32,290      $40,740             $  9,440
                                                               
  Plan assets at fair value        $45,591      $54,163             $  8,552
                                                                   
Plan assets greater than
  (less than) projected bene-
  fit obligation                   $13,301      $13,423              $ (888)

Unrecognized net (gain) loss         1,889        (309)              (1,952)

Prior service cost not yet re-
  cognized in net periodic
  pension cost                         513        1,891                1,940

Adjustment required to recognize
  minimum liability                    --           --               (1,013)

Unrecognized net (asset) obligation
  from transition                 (11,851)     (11,668)                1,025
                                                            
Prepaid pension cost (liability)  $  3,852     $  3,337              $ (888)

        During 1994, the Company, in accordance with the provisions of
Statement of Financial Accounting Standards No. 87, "Employers' Accounting for
Pensions", recorded the "adjustment
required to recognize minimum liability".  The amount was offset by a long
term asset, of equal amount, recognized in the Consolidated Financial
Statements.
                           REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and the
Board of Directors of
Greif Bros. Corporation



        In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of earnings retained for use in the
business and of cash flows present fairly, in all material respects, the
financial position of Greif Bros. Corporation and its subsidiaries at October
31, 1994 and 1993, and the results of their operations and their cash flows
for each of the three years in the period ended October 31, 1994, in
conformity with generally accepted accounting principles.  These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for the
opinion expressed above.

        As discussed in Note 5 to the Consolidated Financial Statements, the
Company changed its method of accounting for income taxes.



Price Waterhouse LLP                                         Columbus, Ohio
                                                          November 30, 1994

QUARTERLY FINANCIAL DATA (Unaudited)

     The quarterly results of operations for fiscal 1994 and 1993 are
shown below (Dollars in thousands, except per share amounts).




                                              Quarter ended,         

                            Jan. 31,     Apr. 30,      July 31,    Oct. 31,
                              1994         1994          1994        1994  
                                                        
Net sales                   $128,772     $139,916      $147,629     $167,209
Gross profit                  19,593       22,732        26,025       34,510
Net income                     4,564        6,352         8,701       14,137

Net income per share:

              Assuming distributions as actually
              paid out in dividends and the
              balance as in liquidation:
                      Class A   $.29          $.50         $.70        $1.14
                      Class B   $.45          $.54         $.74        $1.18

Market price (Class A Common Stock):
                High         $43-1/2           $43      $39-7/8      $46-1/2
                Low          $37-3/4           $38      $37-1/4          $39






                                              Quarter ended,         

                            Jan. 31,     Apr. 30,      July 31,     Oct. 31,
                              1993         1993          1993         1993  
                                                        
Net sales                   $125,062     $133,881      $130,762     $137,060
Gross profit                  20,516       21,837        18,988       24,846
Net income                     5,158        5,800         3,979        9,672

Net income per share:

              Assuming distributions as actually
              paid out in dividends and the
              balance as in liquidation:
                      Class A   $.34         $.46          $.30         $.77
                      Class B   $.50         $.50          $.34         $.81

Market price (Class A Common Stock):
        High                     $39      $39-3/4           $41      $40-7/8
        Low                  $34-1/2      $37-7/8       $38-1/8          $38

        The 1993 amounts have been restated to reflect the adoption of SFAS 
No. 109 (see Note 5 to the Consolidated Financial Statements).  The effect 
on net income was a reduction of $157 for the quarter ended January 31, 1993, 
$154 for the quarter ended April 30, 1993, $157 for the quarter ended July 31, 
1993 and $156 for the quarter ended October 31, 1993.

        The Class A Common Stock is traded on the Chicago Stock Exchange.  
There is no active market for the Class B Common Stock.

        As of November 30, 1994, there were 837 shareholders of record of 
Class A Common Stock and 179 shareholders of Class B Common Stock.

                               SELECTED FINANCIAL DATA

                    (Dollars in thousands, except per share amounts)


                                     YEAR ENDED OCTOBER 31                     

                 1994          1993         1992          1991         1990  
                                                       
Net sales      $583,526      $526,765     $510,995      $437,379     $438,143
                                                                     
Net income     $ 33,754      $ 24,609     $ 29,719      $ 23,923     $ 22,127
                                                                       
Total assets   $419,074      $381,183     $340,173      $327,693     $296,603
                                                                         
Long term 
 obligations   $ 27,966      $ 28,015    $     768     $     916    $     904
                                                                           
Dividends per share of
  common stock:

  Class A         $ .60         $ .60        $ .56         $ .56        $ .56
                                                                          
  Class B         $ .88         $ .88        $ .82         $ .82        $ .82
                                                                     
Net income per share:

         Based on the assumption that earnings were allocated to Class A and 
Class B Common Stock to the extent that dividends were actually paid for the 
year and the remainder were allocated as they would be received by shareholders 
in the event of liquidation, that is, equally to Class A and Class B shares, 
share and share alike:

                  1994          1993         1992          1991         1990 

  Class A         $2.63         $1.87        $2.30         $1.82        $1.66
                                                                        
  Class B         $2.91         $2.15        $2.56         $2.08        $1.92
                                                                     

       Due to the special characteristics of the Company's two classes of stock 
(see Note 4 to the Consolidated Financial Statements), earnings per share can 
be calculated upon the basis of varying assumptions, none of which, in the 
opinion of management, would be free from the claim that it fails fully and 
accurately to represent the true interest of the shareholders of each class of 
stock and in the earnings retained for use in the business.

       Certain prior year amounts have been restated to reflect the adoption 
of SFAS No. 109 (see Note 5 to the Consolidated Financial Statements).

THE BUSINESS

       The Company principally manufactures shipping containers and
containerboard and related products which it sells to customers in many
industries primarily in the United States and Canada, through direct sales
contact with its customers.  There were no significant changes in the business
since the beginning of the fiscal year.

       The Company operates 97 locations in 29 states of the United States and
in 3 provinces of Canada and as such is subject to federal, state, local and
foreign regulations in effect at the various localities.

       Due to the variety of products, the Company has many customers buying
different types of the Company's products and due to the scope of the
Company's sales, no one customer is considered principal in the total
operation of the Company.

       Because the Company supplies a cross section of industries, such as
chemicals, food products, petroleum products, pharmaceuticals, metal products
and others and because the Company must make spot deliveries on a day-to-day
basis as its product is required by its customers, the Company does not
operate on a backlog and maintains only limited levels of finished goods. 
Many customers place their orders weekly for delivery during the week.

       The Company's business is highly competitive in all respects (price,
quality and service),  and the Company experiences substantial competition in
selling its products.  Many of the Company's competitors are larger than the
Company.

       While research and development projects are important to the Company's
continued growth, the amount expended in any year is not material in relation
to the results of operations of the Company.

       The Company's raw materials are principally pulpwood, waste paper for
recycling, paper, steel and resins.  In the current year, as in prior years,
certain of these materials have been in short supply, but to date these
shortages have not had a significant effect on the Company's operations.

       The Company's business is not materially dependent upon patents,
trademarks, licenses or franchises.

       The business of the Company is not seasonal to any significant extent.

       The approximate number of persons employed during the year was 4,500.

Industry Segments

       The Company operates in two industry segments, shipping containers and
materials ("shipping containers") and containerboard and related products
("containerboard").
       Operations in the shipping containers and materials industry segment
involve the production and sale of fibre, steel and plastic drums, multiwall
bags, cooperage, dunnage, pallets, laminated particle board, wood cut stock
and miscellaneous items.  These products are manufactured and principally sold
throughout the United States and Canada.

       Operations in the containerboard and related products segment involve
the production and sale of containerboard, both virgin and recycled, and
related corrugated products including corrugated paper and corrugated
containers.  These products are manufactured and sold in the United States and
Canada.

       In computing operating profit for the two industry segments, interest
expense, other income and expense, timber property management costs and income
taxes have not been added or deducted.  These latter amounts, excluding income
taxes, comprise general corporate other income and expense, net.

       Each segment's operating assets are those assets used in the
manufacture and sale of shipping containers and materials or containerboard
and related products.  Corporate assets are principally cash, marketable
securities, timber properties and other investments.
       The following segment information is presented for the three years
ended October 31, 1994, except as to asset information which is as of October
31 (Dollars in thousands):


                                            1994        1993       1992  
                                                                    
Net sales:
 Shipping containers                      $353,992    $340,326   $335,012
 Containerboard                            229,534     186,439    175,983
                                                                 
           Total                          $583,526    $526,765   $510,995
                                                                       
Operating profit:
 Shipping containers                      $  9,573    $  6,709   $ 16,292
 Containerboard                             30,306      18,354     18,194
                                  
           Total segment                    39,879      25,063     34,486
 General corporate other
  income and expenses, net                  11,733      14,538     14,135
                                                                   
 Income before income taxes                 51,612      39,601     48,621
 Income taxes                               17,858      14,992     18,902
                                                                         
           Net income                     $ 33,754    $ 24,609   $ 29,719
                                                                      
Identifiable assets:
 Shipping containers                      $179,794    $170,783   $174,007
 Containerboard                            178,053     146,550     93,225
                                                                   
           Total segment                   357,847     317,333    267,232
 Corporate assets                           61,227      63,850     72,941
                                
           Total                          $419,074    $381,183   $340,173
                                                                     
Depreciation expense:
 Shipping containers                      $ 13,271    $ 13,697   $ 13,862
 Containerboard                              8,388       5,097      4,385
                                                                      
           Total segment                    21,659      18,794     18,247
 Corporate assets                               58          51         45
                                                                   
           Total                          $ 21,717    $ 18,845   $ 18,292
                                                                       
Property additions:
 Shipping containers                      $ 16,226    $ 15,503   $ 15,481
 Containerboard                             19,313      53,251     22,722
                                  
           Total segment                    35,539      68,754     38,203
 Corporate assets                            5,143       5,767      5,203
                                  
           Total                          $ 40,682    $ 74,521   $ 43,406
                                                        

           Certain prior year amounts have been restated to reflect the
adoption of SFAS No. 109 (see Note 5 to the Consolidated Financial
Statements).


                        MANAGEMENT'S DISCUSSION AND ANALYSIS

                                   Ratio Analysis



            Presented below are certain comparative data illustrative of the 
following discussion of the Company's financial condition, etc. (Dollars in 
thousands):

                    1994             1993             1992             1991  
                                                        
Capital 
 expenditures      $40,682          $74,521          $43,406          $25,025

Net sales         $583,526         $526,765         $510,995         $437,379

Net income         $33,754          $24,609          $29,719          $23,923

Cash flow from
  operations       $48,049          $49,475          $42,567          $32,588

Increase (decrease)
 in working capital $7,202        $(15,105)         $(2,991)          $23,077

Current ratio        4.4:1            5.4:1            6.1:1            5.8:1

Other income       $10,717          $11,695          $11,723          $14,801












        Certain prior year amounts have been restated to reflect the adoption 
of SFAS No. 109 (see Note 5 to the Consolidated Financial Statements).

Liquidity & Capital Resources

           As indicated in the Consolidated Balance Sheet, elsewhere in this
Report and in the ratios set forth immediately above, the Company is dedicated
to maintaining a strong financial position.  The Company's financial strength
is important to continue to achieve the following goals:

           (a)  To protect the assets of the Company and the intrinsic value of
share- holders' equity in periods of adverse economic conditions; and to
respond to any large and presently unanticipated cash demands that might
result from future drastic events.

           (b)  To replace and improve plant and equipment.  When plant and
production machinery must be replaced either because of wear or to obtain the
cost-reducing potential of technological improvement required to remain a low
cost producer in the highly competitive environment in which the Company
operates, the costs of new plant and machinery are often much higher,
sometimes significantly higher, than the historical costs of the items being
replaced.

           Self-financing and low interest rate borrowing have been the primary
source for such capital expenditures.  The Company will attempt to finance
future capital expenditures in a like manner.  While there is no commitment to
continue such a practice, at least one new manufacturing plant or major
additions to existing plants have been undertaken in each of the last three
years.

           (c)  To continue to pay competitive and sound remuneration,
including the ever-increasing costs of employee benefits, to Company employees
who produce the results for the Company's shareholders.

           (d)  To be able to benefit from new developments, new products and
new opportunities in order to achieve the best results for our shareholders.

           Management believes that the present financial strength of the
Company will be sufficient to achieve the foregoing goals.

           In spite of such necessary financial strength, the Company's
shipping containers business, where packages manufactured by Greif Bros.
Corporation are purchased by other manufacturers and suppliers, is wholly
subject to the general economic conditions and the business success of the
Company's customers.

           Similarly, the Company's containerboard and related products
business is also subject to the general economic conditions and the effect of
the operating rates of the containerboard industry, including pricing
pressures from its competition.

              The historical financial strength generated by these segments
has enabled them to remain independently liquid during adverse economic
conditions.


Results of Operations

           As explained above, the Company is subject to the general economic
conditions of its customers.

           In our 1993 Report to Shareholders, it was noted that the Company's
results were adversely affected by the following:

           (a) The Company has experienced severe price pressures on its
products.

           (b) The cost of the Company's raw materials continue to increase.

           While these items still exist, the Company's continued efforts to
reduce operating costs by cost control measures, manufacturing innovations and
capital expenditures resulted in an improvement in the profit margin for 1994.

           The Company, during 1994, invested approximately $40,682,000 in
capital additions.  During the last three years, the Company has invested
$158,609,000.  As noted in our 1993 Report to Shareholders, the Company during
1993 undertook a major addition at one of its subsidiaries.  This project was
completed in December, 1993 and resulted in additional capacity for 1994.  In
addition, another subsidiary of the Company is planning to build a new
manufacturing plant during 1995.  These investments are an indication of the
Company's commitment to be the quality, low cost producer and the desirable
long term supplier to all of our customers.

           The Company remains confident that with the financial strength that
it has built over its 117 year existence, it will be able to adequately
compete in highly competitive markets.

Net Sales

           Net sales to customers, compared with the previous year, increased
10.8% in 1994.  The 1994 sales established a record for net sales.  The
increase in sales in 1994 was primarily the result of the addition of a 325
ton per day recycled paper machine at a subsidiary of the Company coupled with
shortages in containerboard and related products which resulted in increased
selling prices.  Other capital expenditures from previous years also
attributed to this increase.

           The increase in sales in 1993 of 3.1% was the result of capital
additions expended in previous years offset by reduced selling prices on some
of the Company's products.

           The increase in sales in 1992 of 16.8% was primarily the result of
an increase in sales in the containerboard and related products segment.  This
was the result of a full year of consolidation of Virginia Fibre Corporation
along with an increase in sales in the entities that make up that segment.

Other Income

           The 1994 other income, compared with the previous year, decreased
due to less timber sales.

           The 1993 other income was adversely affected by the reduced rates
available on the Company's investable funds.  The Company's investable funds
were also reduced due to the significant capital additions during the year. 
This reduction in other income was offset to a degree by the large amount of
timber sales in 1993.  These sales were the result of the harvest of mature
timber in certain areas.

           Also, the Company received a $5,104,640 dividend from an investment
in 1991.  No such dividend was received in 1994, 1993 or 1992.


Income Before Income Taxes

           The 1994 increase in income before taxes was the result of the sales
increase and increase in gross margin.  This increase was slightly offset by a
reduction in timber sales and an increase in interest expense that resulted
from the Company's long term obligations.

           The 1993 decrease in income before taxes was the result of
competitive price pressures of the Company's products, coupled with increases
in certain of its raw materials.

           The 1992 increase in income before income taxes was the result of
the sales increase and increase in gross margin.




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



           Greif Bros. Corporation will furnish to any shareholder of record,
upon written request, without charge, a copy of its most recently filed Form
10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. 
Written requests should be directed to Secretary, Greif Bros. Corporation, 621
Pennsylvania Avenue, Delaware, Ohio  43015.


                                                          EXHIBIT 21




                               SUBSIDIARIES OF REGISTRANT



           The following companies are wholly-owned subsidiaries of the Company
and are included in the consolidated financial statements:


    Name of Subsidiary                               Incorporated Under Laws of
                                                      
Barzon Corporation                                       Delaware
Down River International, Inc.                           Michigan
Greif Board Corporation                                  Delaware
Greif Containers Inc.                                    Canada
Michigan Packaging Company                               Delaware
Soterra, Incorporated                                    Delaware
Virginia Fibre Corporation                               Virginia

  

 5

This schedule contains summary financial information extracted from the Form
10-K and is qualified in its entirety by reference to such Form 10-K.

 1,000
       
                             
                   YEAR
                          OCT-31-1994
                               OCT-31-1994
                                          29,543
                                    23,970
                                   70,490
                                     (989)
                                     50,944
                               188,342
                                         423,658
                               (202,488)
                                 419,074
                           42,944
                                              0
                                         9,034
                                0
                                          0
                                     317,905
                   419,074
                                        583,526
                               594,243
                                          480,666
                                  480,666
                                60,518
                                     0
                               1,447
                                 51,612
                                    17,858
                             33,754
                                       0
                                      0
                                            0
                                    33,754
                                     2.63
                                     2.63

Amount represents the earnings per share for the Class A Common Stock.  The
earnings per share for the Class B Common Stock are $2.91.