GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JULY 31, 1996


NOTE 1 - CAPITAL STOCK AND RETAINED EARNINGS

       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 arrears.  There is no cumulative voting.

NOTE 2 - DIVIDENDS PER SHARE

       The following dividends per share were paid during the period indicated,

                         Three Months Ended  Nine Months Ended
                             July 31,            July 31,
                            1996    1995        1996   1995
                                            
Class A Common Stock        $.08    $.06        $.40   $.34
Class B Common Stock        $.12    $.09        $.59   $.50


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   Nine Months Ended
                                July 31,            July 31,     


 Class A Common Stock         10,873,172 shares  10,873,172 shares
 Class B Common Stock         12,001,793 shares  12,028,460 shares


NOTE 4 - INVENTORIES

       Inventories are comprised principally of raw materials.

NOTE 5 - TREASURY SHARES ACQUIRED

       Effective November 6, 1995, Macauley & Company (the Partnership) in which
the Company was a limited partner, was liquidated.  Prior to the liquidation, 
the Partnership held Class B Common Stock (2,400,000 shares) of the Company.  
Upon liquidation, the Company received 1,200,000 shares of the Class B Common 
Stock.  The Company recorded the liquidation by crediting interest in 
partnership and charging an equal amount to treasury stock.

               MANAGEMENT'S DISCUSSION AND ANALYSIS


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 three-month and nine-month 
periods ended July 31, 1996 and July 31, 1995.

       Net sales decreased during the current period compared to the previous
period.   This decrease was principally the result of decreases in the 
containerboard segment, which was significantly affected by lower sales prices 
of the products in this segment.

       For the quarter ended July 31, 1996, the gain on sales of timber and 
timber properties increased since the prior year due to timber properties sold 
in Nova Scotia, Canada.

       The cost of products sold as a percentage of sales increased since the
prior year.  The profit margins of the containerboard segment were lower as 
compared to the previous period due to a reduction in the sales prices of its 
products without a corresponding reduction in its costs.

Liquidity and Capital Resources

       As indicated in the Consolidated Balance Sheet, elsewhere in this report
and discussed in greater detail in the 1995 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.

       The current ratio as of July 31, 1996 is an indication of the 
continuation of the Company's strong liquidity.

       As discussed in the 1995 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.

       During the nine months ended July 31, 1996, the Company generated
$74,499,000 of cash from operations.  Capital expenditures were $51,413,000 
during this same period.  These capital expenditures were principally related 
to a paper mill modernization program in Virginia as well as replacing and 
improving equipment.

       The Company has approved future purchases, primarily for equipment, of
approximately $38 million.  Self-financing and low interest rate borrowing has 
been the primary source for financing such capital expenditures.

       The reduction in trade accounts receivable since year-end is due to lower
sales during the third quarter of fiscal 1996 compared to the third quarter of
fiscal 1995.  Inventory and accounts payable balances are lower primarily due 
to a decrease in certain raw material prices.

                    PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

       There are no material pending legal proceedings.


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 July 31, 1996, the consolidated statement of income for 
the 9-month periods ended July 31, 1996 and 1995, and the consolidated 
statement of cash flows for the 9-month periods then ended.  These financial 
statements are unaudited; however, at year end an audit will be made for the 
fiscal year by our independent 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      September 9, 1996         
                                             John K. Dieker
                                             Controller