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                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

               QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended   April 30, 1995          Commission File Number     1-566  
                                                                              
                              


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



             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      

                                                                              
                             



                                Not Applicable
                                                                              
                             
         Former name, former address and former fiscal year, if changed since
last report.





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



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

                    Class A Common Stock  10,873,172 shares
                    Class B Common Stock  13,257,068 shares


PART I.  FINANCIAL INFORMATION

                                                                   
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                                                                   
CONSOLIDATED BALANCE SHEETS

                                                                   
(Dollars in thousands)
       ASSETS

                                                                   
                                                   April 30,      October 31,
                                                                   
                                                       1995             1994    
                                                               
CURRENT ASSETS
  Cash and short-term investments                   $ 21,304         $ 29,543
  U.S. and Canadian government securities
   --at amortized cost which approximates market      19,936           23,970
  Trade accounts receivable--less allowance
   of $989 for doubtful items                         76,758           69,501
  Inventories, at the lower of cost (prin-
   cipally last-in, first-out) or market              65,805           50,944
  Prepaid expenses and other                          15,870           14,384
                                                                   
                                                  

    Total current assets                             199,673          188,342
                                                                   
                                                  

LONG TERM ASSETS
  Cash surrender value of life insurance               2,678            2,618
  Interest in partnership                              1,091            1,091
  Other long-term assets                               6,655            5,853
                                                                   
                                                  

                                                                   
                                                      10,424            9,562
                                                                   
                                                  

PROPERTIES, PLANTS AND EQUIPMENT--at cost
  Timber properties -- less depletion                  3,913            3,639
  Land                                                10,516           10,521
  Buildings                                          100,268           99,936
  Machinery, equipment, etc.                         296,802          291,426
  Construction in progress                            28,735           18,136
  Less accumulated depreciation                    (213,218)        (202,488)
                                                                   
                                                  

                                                                   
                                                     227,016          221,170
                                                                   
                                                  

                                                                   
                                                    $437,113         $419,074

See accompanying Notes to Consolidated Financial Statements.



                                                  

GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

       LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                   
                                                   April 30,      October 31,
                                                                   
                                                       1995             1994    
                                                               
CURRENT LIABILITIES
  Accounts payable                                  $ 34,434         $ 32,948
  Current portion of long term obligations             4,242              249
  Accrued payrolls and employee benefits               6,483            7,082
  Accrued taxes--general                               1,283            1,952
  Taxes on income                                        -0-              713
                                                                   
                                                   

    Total current liabilities                         46,442           42,944
                                                                   
                                                   

LONG TERM OBLIGATIONS (interest rates from
  4.81% - 8.00%; payable to 2000)                     16,024           27,966

OTHER LONG TERM LIABILITIES                           17,438           14,265

DEFERRED INCOME TAXES                                  9,789            6,960
                                                                   
                                                   

    Total long term liabilities                       43,251           49,191
                                                                   
                                                   

                                                                             
SHAREHOLDERS' EQUITY (Note 1)
  Capital stock, without par value                     9,034            9,034

   Class A Common Stock:
    Authorized 32,000,000 shares;
     issued 21,140,960 shares;
     in treasury 10,267,788 shares;
     outstanding 10,873,172 shares
   Class B Common Stock:
    Authorized and issued 17,280,000 shares;
     in treasury 4,022,932 shares;
     (3,922,278 in 1994)
     outstanding 13,257,068 shares
     (13,357,722 in 1994)

  Earnings retained for use in the business          342,076          321,583
       Cumulative translation adjustment             (3,690)          (3,678)
                                                                   
                                                   

                                                                   
                                                     347,420          326,939
                                                                   
                                                   

                                                                   
                                                    $437,113         $419,074


See accompanying Notes to Consolidated Financial Statements.



                                                                   
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts)

                     Three Months Ended April 30,    Six Months Ended April 30,
                             1995           1994           1995           1994
                                                          
Sales and other income
  Net sales               $184,869       $139,915       $354,927      $268,688
Other income:
    Gain on sales of 
     timber and timber 
     properties              1,691          1,010          4,717         1,868
    Interest, oil royalties 
     and other               1,294          1,258          2,631         2,575
                                                                       
                                                                      
                           187,854        142,183        362,275       273,131
                                                                 

Costs and expenses
  Cost of products sold    146,900        117,184        279,558       226,363
  Selling, general and 
   administrative           17,583         14,437         34,242        28,705
  Interest                     290            410            716           647
                                                                             
                                                                         

                           164,773        132,031        314,516       255,715
                                                                             
                                                                            

Income before income 
 taxes                      23,081         10,152         47,759        17,416
Taxes on income              8,200          3,800         17,500         6,500
                                                                            
                                                                           

Net income                $ 14,881       $  6,352       $ 30,259      $ 10,916
                                                                             
                                                                         



Net income per share (based on the average number of shares outstanding during 
the period, adjusted for two-for-one stock split):

  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:

  Class A Common Stock       $ .60         $ .25          $1.18          $ .40
  Class B Common Stock       $ .63         $ .27          $1.31          $ .50


  Due to the special characteristics of the Company's two classes of stock 
(see Note 1), 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 six months ended April 30,       1995              1994    

                                                     
Balance at beginning of period           $321,583          $298,757

Net income                                 30,259            10,916
                                                                   
                                                                   

                                                                   
                                          351,842           309,673
                                                                   
                                                                   

Dividends paid:
  On Class A Common Stock -- $.28           3,044             2,392
  ($.22 in 1994)
  On Class B Common Stock -- $.41           5,455             4,279
  ($.32 in 1994)
                                                                   
                                                                   

                                                                   
                                            8,499             6,671
                                                                   
                                                                   

Stock acquired for treasury                 1,267               833
                                                                   
                                                                   

Balance at end of period                 $342,076          $302,169


See accompanying Notes to Consolidated Financial Statements.



                                                                   
                                                                   
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 

(Dollars in thousands)

  For the six months ended April 30,                     1995           1994    

Cash flows from operating activities:
                                                               
Net income                                            $ 30,259       $ 10,916
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and depletion                          11,369         10,425
    Deferred income taxes                                2,830          2,894
  (Increase) decrease:
   Trade accounts receivable                           (7,257)        (1,830)
   Inventories                                        (14,861)        (6,972)
   Prepaid expenses and other                          (1,486)          (334)
   Other long term assets                                (862)            341
  Increase (decrease):
   Accounts payable and accrued liabilities              1,486          2,423
   Accrued payrolls and employee benefits                (599)          (534)
   Accrued taxes - general                               (669)          (387)
   Taxes on income                                       (713)        (1,209)
   Other long term liabilities                           3,173          (206)
                                                                    
                                                                    

Net cash provided by operating activities               22,670         15,527
                                                                    
                                                                    

Cash flows from investing activities:

 Sales (purchases) of investments in government
  and short term securities                              4,034          6,751
 Purchase of properties, plants and equipment         (17,231)       (21,603)
                                                                    
                                                                    

Net cash used by investing activities                 (13,197)       (14,852)
                                                                    
                                                                    

Cash flows from financing activities:

 Proceeds (payments) on long term debt                 (7,949)          5,565
 Acquisition of treasury stock                         (1,267)          (833)
 Dividends paid                                        (8,499)        (6,671)
                                                                    
                                                                    

Net cash used by financing activities                 (17,715)        (1,939)
                                                                    
                                                                    

Foreign currency translation adjustment                      3        (1,413)
                                                                    
                                                                    

Net increase (decrease) in cash and short term 
 investments                                           (8,239)        (2,677)
Cash and short term investments at beginning of 
 period                                                 29,543         30,827
                                                                    
                                                                    

Cash and short term investments at end of period      $ 21,304       $ 28,150


See accompanying Notes to Consolidated Financial Statements.

GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 1995 NOTE 1 - CAPITAL STOCK AND RETAINED EARNINGS In March, 1995, authorized Class A Common Stock was increased from 16,000,000 shares to 32,000,000 shares and Class B Common Stock from 8,640,000 shares to 17,280,000 shares. At the same time, all issued shares were split two-for-one. Class A Common Stock is entitled to cumulative dividends of 1 cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to 1/2 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 default. There is no cumulative voting. The Company has acquired 14,290,720 shares of Class A and Class B Common Stock for treasury at a cost of $39,396,296 which was appropriately charged against earnings retained for use in the business. Included in the above are 51,280 shares of Class B Common Stock acquired in fiscal 1995 for $1,267,000. NOTE 2 - DIVIDENDS PER SHARE The following dividends per share were paid during the period indicated, adjusted for two-for-one stock split: Three Months Ended Six Months Ended April 30, April 30, 1995 1994 1995 1994 Class A Common Stock $.06 $.04 $.28 $.22 Class B Common Stock $.09 $.06 $.41 $.32 NOTE 3 - CALCULATION OF NET INCOME PER SHARE Net income per share was calculated using the following number of shares for the periods presented: Three Months Ended Six Months Ended April 30, April 30, Class A Common Stock 10,873,172 shares 10,873,172 shares Class B Common Stock 13,285,823 shares 13,295,697 shares NOTE 4 - INVENTORIES Inventories are comprised principally of raw materials. MANAGEMENT'S DISCUSSION AND ANALYSIS Liquidity and Capital Resources As indicated in the Consolidated Balance Sheet, elsewhere in this report and discussed in greater detail in the 1994 Annual Report to Shareholders, the Company is dedicated to maintaining a strong financial position. It is our belief that this dedication is extremely important during all economic times. As discussed in the 1994 Annual Report, the Company is subject to the economic conditions of its customers. During this period, the Company has been able to utilize its developed financial position to meet its continued business needs. The current ratio as of April 30, 1995 is an indication of the continuation of the Company's strong liquidity. Capital expenditures were $17,231,000 during the six months ended April 30, 1995. These capital expenditures were principally needed to replace and improve equipment. As disclosed in the 1994 Annual Report, a subsidiary of the Company has a commitment to build a manufacturing plant in Michigan. In addition to this plant, the Company has outstanding purchase commitments for capital expenditures of approximately $19,000,000. Results of Operations Historically, revenues or earnings may or may not be representative of future operations because of various economic factors. The following comparative information is presented for the 6-month periods ended April 30, 1995 and April 30, 1994. Net sales increased 32% during the current period compared to the previous period. This increase was principally the result of increases in the containerboard segment, which was significantly affected by increased sales prices resulting from shortages in containerboard and related products. In addition, the shipping containers segment contributed to the increase due to an increase in unit sales and higher sales prices resulting from the increase in cost of the Company's raw materials. The gain on sales of timber and timber properties increased due to the sale of timber properties to the U.S. Forest Service and more salvage timber sales. Also, the sales prices for timber were higher as compared to the previous period. The cost of products sold as a percentage of sales decreased from 84% in 1994 to 79% in 1995. This decrease was largely the result of a higher percent of the net sales being comprised of the containerboard and related products segment, which has a higher gross profit margin than the Company's other segment. This decrease was partially offset by an increase in the cost of the Company's raw materials. Financial Position The balance in inventories is higher at April 30, 1995 compared to October 31, 1994. This increase is to support the higher volume of sales that the Company is experiencing this year. In addition, the higher cost of raw materials contributed to this increase in inventories. Long term obligations are lower at April 30, 1995 compared to October 31, 1994 due to pre-payment of long term debt. The decrease caused by this pre-payment was partially offset by additional long term debt which was incurred to build a manufacturing plant in Michigan. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings not covered by insurance. As disclosed in the 1994 Form 10-K, there is a pollution situation at the Company's plant in Winfield, Kansas. During the quarter ended April 30, 1995, there were numerous meetings and discussions concerning this matter which have caused management to conclude that a reserve is warranted. As such, a reserve for $2,000,000 has been recorded by the Company as of April 30, 1995. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a.)Exhibits. None. (b.)Reports on Form 8-K. No events occurred requiring Form 8-K to be filed. OTHER COMMENTS The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheet as of April 30, 1995, the consolidated statement of income for the 6-month periods ended April 30, 1995 and 1994, and the consolidated statement of cash flows for the 6-month periods then ended. These financial statements are unaudited; however, at year end an audit will be made for the fiscal year by independent certified public accountants. SIGNATURES Pursuant to the requirements 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 June 12, 1995 John K. Dieker Controller

  

 5

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

 1,000
       
                             
                   6-MOS
                          OCT-31-1995
                               APR-30-1995
                                          21,304
                                    19,936
                                   77,747
                                     (989)
                                     65,805
                               199,673
                                         440,234
                               (213,218)
                                 437,113
                           46,442
                                              0
                                         9,034
                                0
                                          0
                                     338,386
                   437,113
                                        354,927
                               362,275
                                          279,558
                                  279,558
                                34,242
                                     0
                                 716
                                 47,759
                                    17,500
                             30,259
                                       0
                                      0
                                            0
                                    30,259
                                     1.18
                                     1.18

Amount represents the earnings per share for the Class A Common Stock.  The
earnings per share for the Class B Common Stock are $1.31.