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                                                            	EXHIBIT 3(a)

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                            GREIF BROS. CORPORATION

 	FIRST:  The name of this Corporation is GREIF BROS. CORPORATION.

 	SECOND:  The address of its registered office in the State of Delaware 
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, 
County of New Castle.  The name of its registered agent at such address is 
The Corporation Trust Company.

 	THIRD:  The purpose of the Corporation is to engage in any lawful act 
or activity for which corporations may be organized under the General 
Corporation Law of Delaware as the same exists or may hereafter be amended.

 	FOURTH:  The total number of authorized shares of the capital stock of 
this Corporation is forty-nine million, two hundred eighty thousand 
(49,280,000), divided into two classes, namely:  Class A Common Stock and 
Class B Common Stock, all of which shall be without nominal or par value.  
The total number of shares of such Class A Common Stock authorized is 
thirty-two million (32,000,000) shares, without nominal or par value.  The 
total number of shares of such Class B Common Stock authorized is seventeen 
million, two hundred eighty thousand (17,280,000) shares, without nominal or 
par value.  The description of said classes of stock and the designations, 
preferences and restrictions, if any, and the voting powers or restrictions 
or qualifications of such Class A Common Stock and Class B Common Stock are 
as follows:

 	The Class A Common Stock shall be entitled to receive, in each and 
every year, cumulative dividends at the rate of One (1) Cent per share 
per annum, payable quarterly on the first day of January, the first day 
of April, the first day of July and the first day of October in each 
and every year, before any dividend, whether in cash, property, stock 
or otherwise, shall be declared, set apart for payment or paid upon the 
Class B Common Stock.  Such dividends upon the Class A Common Stock 
shall be cumulative from and after the date of original issue thereof.

 	In any year, after the full dividend at the rate of One (1) Cent 
per share for such year and any and all arrearages thereof for 
preceding years shall have been declared and paid to, or set apart for 
the Class A Common Stock, the Class B Common Stock shall be entitled to 
receive noncumulative dividends up to the amount of One Half (1/2) Cent 
per share, provided, however, and upon the condition that the surplus 
or net profits of the Corporation, after the payment of any such 
dividends to the Class B Common Stock, shall be at least equal to the 
sum required for payment in full of the aforesaid cumulative dividends 
on the Class A Common Stock for one (1) year.

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                                                    EXHIBIT 3(a)  (continued)

 	Out of any further distribution of surplus or net profits by way 
of dividend in any year in excess of the aforesaid dividends upon the 
Class A Common Stock and upon the Class B Common Stock, the Class A 
Common Stock and the Class B Common Stock shall be entitled to share in 
such further distribution in the proportion of One (1) Cent per share 
for said Class A Common Stock to One and One-Half (1-1/2) Cents per 
share for said Class B Common Stock.

 	Dividends upon either class of stock shall be payable only out of 
the surplus or net profits of the Corporation as determined by the 
Board of Directors and only as and when declared by the Board of 
Directors, but may, in any year, be paid out of such surplus or net 
profits whether arising during the same year or accrued during prior 
years.

 	In the event of any liquidation, dissolution or winding up of the 
Corporation, whether voluntarily or involuntarily, the Class A Common 
Stock shall be entitled, out of the assets of the Corporation, to be 
paid cumulative dividends accrued thereon and Fifteen and Five-Eighths 
Cents ($.15625) for each share of such Class A Common Stock before any 
distribution or payment shall be made to the Class B Common Stock, and 
after such payment in full to the Class A Common Stock, as aforesaid, 
the Class B Common Stock shall be entitled to be paid the sum of 
Fifteen and Five-Eighths Cents ($.15625) for each share of Class B 
Common Stock; and after such payment in full to the Class A Common 
Stock, and the sum of Fifteen and Five-Eighths Cents ($.15625) per 
share to the Class B Common Stock, as aforesaid, any remaining assets 
to be distributed shall be distributed to the Class A Common Stock and 
the Class B Common Stock, share and share alike.

 	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.  If, at any time, however, and whenever four (4) quarterly 
cumulative dividends upon the Class A Common Stock shall be in default 
or unpaid in whole or in part, the Class A Common Stock shall have the 
same voting power as the Class B Common Stock, to-wit:  One (1) vote 
for each share of stock, and shall be entitled to receive notices of 
meetings of shareholders; and such voting power shall so continue to 
vest in the Class A Common Stock until all arrears in the payment of 
cumulative dividends upon the Class A Common Stock shall have been paid 
and the dividends thereon for the current dividend shall have been 
declared and the funds for the payment thereof set aside.  However, if 
and when thereafter the defaulted dividends shall be paid in full and 
provisions made for the current dividend as herein provided (and such 
payments shall be made as promptly as shall be consistent with the best 
interest of the Corporation) the Class A Common Stock shall be divested 
of such voting power and the voting power shall then revest exclusively 

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                                                    EXHIBIT 3(a)  (continued)

in the Class B Common Stock; but subject always to the same provisions 
for the vesting of such voting power in the Class A Common Stock in 
case of any similar default or defaults in the payment of four (4) 
quarterly cumulative dividends upon the Class A Common Stock and the 
revesting of such entire voting power in the Class B Common Stock in 
the event that such default or defaults shall be cured as above 
provided.

 	Such Class A Common Stock and Class B Common Stock may be issued 
by the Corporation from time to time for such consideration as may be 
fixed from time to time by the Board of Directors thereof.

 	FIFTH:  The Board of Directors of the Corporation shall have the power 
to adopt, amend, or repeal the by-laws of the Corporation.  The by-laws 
of the Corporation, as adopted or amended by the board of directors, 
may be amended or repealed by the stockholders of the Corporation.

 	SIXTH:  A director or officer of the Corporation shall not be disquali-
fied by his office from dealing or contracting with the Corporation as 
a vendor, purchaser, employee, agent, or otherwise.  No transaction or 
contract or act of the Corporation shall be void or voidable or in any 
way affected or invalidated by reason of the fact that any director or 
officer, or any firm of which any director or officer is a shareholder, 
director, or trustee, or any trust of which any director or officer is 
a trustee or beneficiary, is in any way interested in such transaction 
or contract or act.  No director or officer shall be accountable or 
responsible to the Corporation for or in respect to any transaction or 
contract or act of the Corporation or for any gains or profits directly 
or indirectly realized by him by reason of the fact that he or any firm 
of which he is a member or any corporation of which he is a 
shareholder, director, or trustee, or any trust of which he is a 
trustee or beneficiary, is interested in such transaction or contract 
or act; provided that the fact that such director or officer or such 
firm or corporation or such trust is so interested shall have been 
disclosed or shall have been known to the Board of Directors or such 
members thereof as shall be present at any meeting of the Board of 
Directors at which action upon such contract or transaction or act 
shall have been taken.  Any director may be counted in determining the 
existence of a quorum at any meeting of the Board of Directors which 
shall authorize or take action in respect to any such contract or 
transaction or act, and may vote thereat to authorize, ratify, or 
approve any such contract or transaction or act, and any officer of the 
Corporation may take any action within the scope of his authority 
respecting such contract or transaction or act with like force and 
effect as if he or any firm of which he is a member, or any corporation 
of which he is a shareholder, director, or trustee, or any trust of 
which he is a trustee or beneficiary, were not interested in such 
contract or transaction or act.  Without limiting or qualifying the 

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                                                    EXHIBIT 3(a)  (concluded)

foregoing, if in any judicial or other inquiry, suit, cause, or 
proceeding, the question of whether a director or officer of the 
Corporation has acted in good faith is material, then notwithstanding 
any statute or rule of law or of equity to the contrary (if any there 
be), his good faith shall be presumed, in the absence of proof to the 
contrary by clear and convincing evidence.

 	SEVENTH:  No stockholder shall have any preemptive right to subscribe 
to an additional issue of stock or to any security convertible into 
such stock.

 	EIGHTH:  To the fullest extent permitted by the General Corporation Law 
of Delaware, as the same exists or may hereafter be amended, a director 
of the Corporation shall not be personally liable to the Corporation or 
its stockholders for monetary damages for breaches of fiduciary duties 
as director.

 	NINTH:  To the fullest extent permitted by the General Corporation Law 
of Delaware, as the same exists or may hereafter be amended, the 
Corporation may purchase or otherwise acquire shares of stock of any 
class issued by it for such consideration and upon such terms and 
conditions as may be authorized by the Board of Directors, in its 
discretion, from time to time.

 	TENTH:  Subject to any necessary voting percentage requirements 
provided in this Amended and Restated Certificate of Incorporation (as 
the same exists or may hereafter be amended) or the Corporation's 
Amended and Restated By-Laws (as the same exists or may hereafter be 
amended), the Corporation reserves the right to amend this Amended and 
Restated Certificate of Incorporation in any manner permitted by the 
General Corporation Law of Delaware, and all rights and powers 
conferred herein on stockholders, directors and officers, if any, are 
subject to this reserved power.

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