GREIF BROTHERS CORP
10-Q, 1998-06-12
PAPERBOARD CONTAINERS & BOXES
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                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.    20549

                                  FORM 10-Q

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


For the quarterly period ended  April 30, 1998     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.)

  	     425 Winter Road, Delaware, Ohio                  43015
    	(Address of principal executive offices)          (Zip Code)

      Registrant's telephone number, including area code  (740) 549-6000

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

      Indicated 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           10,905,672 shares
              Class B Common Stock           12,001,793 shares 

<PAGE> 2

    PART I.  FINANCIAL INFORMATION

    ITEM 1.  FINANCIAL STATEMENTS

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                           Three months ended             Six Months Ended 
                                April 30,                    April 30,
           
                           1998            1997          1998             1997
<S>                        <C>          <C>              <C>          <C>
Net sales                  $191,269     $152,529         $360,966     $304,899
Other income:
  Gain on timber sales        3,382        2,058            6,169        3,597
    Interest and other        2,316        4,649            4,826        7,116
                            196,967      159,236          371,961      315,612

Costs and expenses
(including depreciation
of $17,502 in 1998 and 
$14,305 in 1997):
   Cost of products sold    153,632      134,921          291,809      266,250
   Selling, general and 
    administrative           21,272       17,812           41,596       35,024
    Interest                  2,201          923            3,431        1,673
                            177,105      153,656          336,836      302,947

Income before income taxes   19,862        5,580           35,125       12,665
Taxes on income               7,270        2,000           12,917        4,600
Net income                $  12,592   $    3,580        $  22,208   $    8,065

</TABLE>

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

   	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.
<TABLE>
  Basic and Diluted:
  <S>                          <C>       <C>      <C>      <C>
  Class A Common Stock         $0.52     $0.12    $0.91    $0.26
  Class B Common Stock         $0.58     $0.18    $1.02    $0.43
</TABLE>
   	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 retained earnings.

          See accompanying Notes to Consolidated Financial Statements.

<PAGE> 3

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
                         CONSOLIDATED BALANCE SHEETS
                           (Dollars in thousands)
<TABLE>
<CAPTION>
  ASSETS
                                           April 30,              October 31,
                                             1998                     1997
<S>                                        <C>                      <C>
CURRENT ASSETS
  Cash and cash equivalents                $  55,729                $  17,719
    Canadian government securities             7,393                    7,533
    Trade accounts receivable-
     less allowance of $1,880  for
     doubtful items ($847 in 1997)           109,766                   81,582
    Inventories                               66,780                   44,892
    Prepaid expenses and other                20,688                   21,192

           Total current assets              260,356                  172,918

LONG TERM ASSETS
  Goodwill - less amortization               125,415                   17,352
    Other long term assets                    21,786                   22,022

                                             147,201                   39,374

PROPERTIES, PLANTS AND EQUIPMENT-at cost
    Timber properties-less depletion           7,546                    6,884
    Land                                      16,297                   11,139
    Buildings                                155,636                  139,713
    Machinery, equipment, etc.               501,282                  424,177
    Construction in progress                  19,954                   17,546
    Less accumulated depreciation           (278,775)                (261,662)

                                             421,940                  337,797

                                            $829,497                 $550,089

</TABLE>

           See accompanying Notes to Consolidated Financial Statements.

<PAGE> 4

                 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                April 30,        October 31,
                                                  1998              1997
<S>                                             <C>              <C>
CURRENT LIABILITIES
    Accounts payable                            $ 46,183            $ 35,711
    Current portion of long term obligations         201               8,504
    Accrued payrolls and employee benefits        18,019              13,821
    Taxes on income                                  979                 596
    Other current liabilities                     11,589               1,776

        Total current liabilities                 76,971              60,408

LONG TERM OBLIGATIONS                            265,784             43,648
DEFERRED INCOME TAXES                             31,517             29,740
OTHER LONG TERM LIABILITIES                       42,557             16,155
 
       Total long term liabilities               339,858             89,543

SHAREHOLDERS' EQUITY (Note 1)
  Capital stock, without par value                 9,848              9,739
      Class A Common Stock:
        Authorized 32,000,000 shares;
          Issued 21,140,960 shares;
          Outstanding 10,905,672 shares
          (10,900,672 in 1997)
      Class B Common Stock:
        Authorized and issued 17,280,000 shares;
          Outstanding 12,001,793 shares
  Treasury Stock, at cost                        (41,863)           (41,868)
       Class A Common Stock : 10,235,288 shares
          (10,240,288 in 1997)
       Class B Common Stock :  5,278,207 shares
  Retained earnings                              452,941            437,550
  Cumulative translation adjustment               (8,258)            (5,283)
                                                 412,668            400,138

                                                $829,497           $550,089

</TABLE>
          See accompanying Notes to Consolidated Financial Statements.

<PAGE> 5

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

<TABLE>
<CAPTION>
    For the six months ended April 30,                   1998          1997
<S>                                                 <C>          <C>
Cash flows from operating activities:
  Net income                                        $  22,208    $    8,065
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation, depletion and amortization         18,530        14,916
        Deferred income taxes                           1,783         2,654
  Increase (decrease) in cash from changes in certain
    assets and liabilities, net of effects from
    acquisitions:
        Trade accounts receivable                        (105)        8,912
        Inventories                                    (4,721)         (208)
        Prepaid expenses and other                        739          (436)
        Other long term assets                          2,301          (577)
        Accounts payable                                2,184       (10,635)
        Accrued payrolls and employee benefits          1,112        (1,911)
        Taxes on income                                  (200)       (5,061)
        Other current liabilities                      (1,782)        3,720
        Other long term liabilities                    (2,344)       (1,463)
          Net cash provided by operating activities    39,705        17,976

Cash flows from investing activities:
    Acquisitions of companies, net of cash acquired  (187,685)       (5,188)
    Disposals of investments in government
      securities                                          140         3,788
    Purchases of properties, plants and equipment     (18,440)      (22,224)
          Net cash used by investing activities      (205,985)      (23,624)

Cash flows from financing activities:
    Proceeds on long term debt                        269,000        35,000
    Payments on long term debt                        (55,167)      (25,277)
    Exercise of stock options                             109            --
    Dividends paid                                     (6,817)      (10,275)
          Net cash provided by (used in) financing
           activities                                 207,125          (552)

Foreign currency translation adjustment                (2,835)       (1,292)

Net increase (decrease) in cash and cash equivalents   38,010        (7,492)
Cash and cash equivalents at beginning of period       17,719        26,560

Cash and cash equivalents at end of period          $  55,729      $ 19,068

</TABLE>

         See accompanying Notes to Consolidated Financial Statements.

<PAGE> 6

             GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            APRIL 30, 1998

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 per 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 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:

<TABLE>
<CAPTION>
                                       Three Months Ended     Six Months Ended
                                            April 30,             April 30,
                                         1998       1997       1998       1997
<S>                                      <C>        <C>        <C>        <C>
Class A Common Stock                     $0.12      $0.12      $0.24      $0.36
Class B Common Stock                     $0.18      $0.18      $0.35      $0.53
</TABLE>

NOTE 3 - CALCULATION OF NET INCOME PER SHARE

	Net income per share was calculated using the following number of  shares 
for the period presented:

<TABLE>
<CAPTION>
                                 Three Months Ended         Six Months Ended 
                                   April 30, 1998:           April 30, 1998:
                                 Basic       Diluted       Basic       Diluted
<S>                           <C>         <C>           <C>         <C> 
Class A Common Stock          10,904,755  10,977,776    10,903,359  10,967,744
Class B Common Stock          12,001,793  12,001,793    12,001,793  12,001,793
</TABLE>

<PAGE> 7

NOTE 3 - CALCULATION OF NET INCOME PER SHARE (continued)

<TABLE>
<CAPTION>
                                 Three Months Ended         Six Months Ended 
                                   April 30, 1997:           April 30, 1997:
                                 Basic       Diluted       Basic       Diluted
<S>                           <C>         <C>           <C>         <C>
Class A Common Stock          10,873,172  10,886,060    10,873,172  10,886,060
Class B Common Stock          12,001,793  12,001,793    12,001,793  12,001,793
</TABLE>

The diluted shares assume conversion of stock options.  There are 164,100 
options that are antidilutive for 1997.

NOTE 4 - 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.
 
NOTE 5 - ACQUISITIONS

	On March 30, 1998, pursuant to the terms of a Stock Purchase Agreement 
between Greif Bros. Corporation (the "Company") and Sonoco Products 
Company ("Sonoco"), the Company acquired the industrial containers business 
of Sonoco by purchasing all of the outstanding shares of KMI Continental Fibre 
Drum, Inc., a Delaware corporation ("KMI"), Sonoco Plastic Drum, Inc., an 
Illinois corporation ("SPD"), GBC Holding Co., a Delaware corporation 
("GBC Holding"), and Fibro Tambor, S.A. de C.V., a Mexican corporation 
("Fibro Tambor") and the membership interest of Sonoco in Total Packaging 
Systems of Georgia, LLC, a Delaware limited liability company ("TPS").  KMI, 
SPD, GBC Holding, Fibro Tambor, TPS and their respective subsidiaries are in 
the business of manufacturing and selling plastic drums and fibre drums 
principally in the United States and Mexico and refurbishing and 
reconditioning plastic drums principally in the United States and Mexico. 

	On March 30, 1998, the Company entered into an agreement with Sonoco to 
acquire its intermediate bulk containers business, which the parties intend to 
finalize as soon as receipt of necessary approvals are obtained.  Pending 
receipt of such approvals, the Company will market and sell intermediate 
bulk containers for Sonoco under a distributorship agreement. 

	As consideration for the shares of KMI, SPD, GBC Holding and Fibro 
Tambor and the membership interest of Sonoco in TPS, the Company paid 
$185,395,000 in cash.  The purchase price was determined through negotiations. 

<PAGE> 8

NOTE 5 - ACQUISITIONS (CONTINUED)

	The acquisition of the industrial containers business of Sonoco has been 
accounted for using the purchase method of accounting and, accordingly, the 
purchase price has been allocated to the assets purchased and liabilities 
assumed based upon the fair values at the date of acquisition.  The excess 
of the purchase price over the fair values of the net assets acquired of 
$109,090,000 has been recorded as goodwill.  The goodwill is being amortized 
on a straight-line basis over twenty-five years based on careful consideration 
regarding the age of the acquired companies, their customers and the risk 
of obsolescence of their products.  For tax purposes, goodwill is being 
amortized over fifteen years.

	The Consolidated Financial Statements include the operating results of the 
acquired businesses from the date of acquisition.  The following summarized pro 
forma (unaudited) information assumes the acquisition had occurred on 
November 1, 1996 (Dollars in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                           For the six months
                                            ended April 30,
                                         1998             1997
<S>                                      <C>              <C> 
Net sales                                $431,804         $392,536
Net income                               $ 19,980         $  6,552

Basic and Diluted Earnings Per Share:

Class A Common Stock                        $0.81           $0.20
Class B Common Stock                        $0.92           $0.37
</TABLE>

The above amounts reflect adjustments for interest expense related to the 
incremental debt issued for the purchase, amortization of goodwill and 
depreciation expense on the revalued property, plant and equipment.

<PAGE> 9

NOTE 6 - LONG TERM OBLIGATIONS

	On March 30, 1998, the Company entered into a Credit Agreement with 
various  financial institutions, as banks, and KeyBank National Association, as 
agent, which provides a revolving credit facility of up to $325 million.  As 
of April 30, 1998, the Company has borrowed $265 million primarily to purchase 
the industrial containers business of Sonoco and to consolidate all of the 
Company's other long term borrowings. In addition, the Company has borrowed 
funds in anticipation of closing on the purchase of the intermediate bulk 
containers business of Sonoco.  The interest rate is either based on the 
prime rate or LIBOR rate plus a calculated margin amount.  At April 30, 1998, 
the interest rate is 6.17%.  The revolving credit loans are due on March 31, 
2003.  These obligations contain covenants related to the financial position 
and results of operations of the Company.

	During 1998, the Company entered into an interest rate swap agreement 
with a notional amount of $140 million which will be reduced each year based on 
an amortization schedule.  The interest rate swap was entered into to help 
manage the Company's exposure to variable rate debt.  Under the agreement, the 
Company receives interest from the counterparty equal to the LIBOR rate and 
pays interest to the counterparty at a fixed rate of 6.15%.  The differential 
to be paid and received under this agreement is recorded as an adjustment 
to interest expense and is included in interest receivable or payable.  The 
interest rate swap agreement expires on March 30, 2008.

NOTE 7 - SUBSEQUENT EVENTS

	Subsequent to April 30, 1998, the Company approved a plan to consolidate 
the operations of a number of its locations.  The consolidation will be made to 
combine certain duplicate facilities, due to the Company's recent acquisitions, 
and other locations together to optimize operating efficiencies and 
capabilities.  In addition, a number of other fibre, steel, plastic and 
corrugated plants will be closed.  As a result, there will be a pretax 
restructuring charge of approximately $27.5 million, primarily consisting of 
employee separation costs and other anticipated closing costs, during the 
third quarter of 1998.

 During May 1998, the Company agreed to form a joint venture named 
CorrChoice to operate the sheet feeder plants of Michigan Packaging Company, a 
subsidiary of the Company, and Ohio Packaging Corporation.  Completion of the 
joint venture is subject to, among other things, obtaining necessary approvals 
of regulatory authorities.  

<PAGE> 10

NOTE 8 - RECLASSIFICATIONS

	Certain prior period amounts have been reclassified to conform to the 1998 
presentation.

<PAGE> 11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  
              CONDITION AND RESULTS OF OPERATIONS

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 six-month periods ended April 30, 
1998 and April 30, 1997.

	Net sales increased $56.1 million or 18.4% during the current period 
compared to the previous period.  

 The net sales of the containerboard segment increased by $31.8 million in 
comparison to the prior period.  This increase was primarily the result of 
$23.5 million higher net sales in the paper mills which was significantly 
affected by the improved sales prices of its products.  The higher sales 
prices were caused by the overall improvement of the containerboard market.   
In addition, the purchase of Independent Container, Inc. and Centralia 
Container, Inc. in May 1997 and June 1997, respectively, contributed $20.8 
million in net sales as a result of the additional sales volume.  These 
increases were partially offset by the disposal of the Company's wood 
components plants, with prior period net sales of $22.6 million, in 
Kentucky, California, Washington and Oregon during August 1997.  

 The net sales of the industrial shipping containers segment increased by 
$24.3 million in comparison to the prior period.  This increase was primarily 
the result of the acquisition of the industrial containers business of 
Sonoco Products Company ("Sonoco") on March 30, 1998.  The acquisition 
contributed $18.0 million of net sales during April 1998.  In addition, 
net sales increased due to the purchase of two steel drum operations 
located in Merced, California and Oakville, Ontario, Canada during 
March 1997 which contributed $7.7 million of incremental net sales in 
the current period.

	Other income remained about the same in the current period primarily due 
to $2.6 million of additional sales of timber and timber properties compared 
to a gain on the sale of an injection molding facility in the prior period.
	
	The cost of products sold as a percentage of sales decreased from 87.3% 
last period to 80.8% this period.  This decrease is primarily the result of 
higher sales prices of products in the containerboard segment without a 
corresponding increase in the cost of products sold.

<PAGE> 12

	The increase of $6.6 million in selling, general and administrative expense 
is due primarily to additional expenses related to the acquisitions in March 
of the current period and March, May and June of the prior period.  In 
addition, the amortization of goodwill for these acquisitions contributed to 
the higher expense in the current period.

	The increase in interest expense is due to the higher average debt during 
the first half of fiscal 1998 as compared to the prior period.

Liquidity and Capital Resources

	As reflected by the Consolidated Balance Sheet, elsewhere in this report 
and discussed in greater detail in the 1997 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 1997 Annual Report, the Company is subject to the 
economic conditions of the market in which it operates.  During this period, 
the Company has been able to utilize its financial strength to meet its 
continued business needs.

	The current ratio of 3.4:1 as of April 30, 1998 is an indication of the 
Company's continued dedication to strong liquidity.  

	Capital expenditures were $18 million during the six months ended April 
30, 1998.  These capital expenditures were principally needed to replace and 
improve equipment. 

	On March 30, 1998, the Company acquired all of the outstanding shares of 
KMI Continental Fibre Drum, Inc., Fibro Tambor, S.A. de C.V., and Sonoco 
Plastic Drum, Inc. from Sonoco Products Company  ("Sonoco") and the interest of 
Sonoco in Total Packaging Systems of Georgia, LLC (the "industrial containers 
business") for approximately $185 million in cash.  The industrial containers 
business includes twelve fibre drum plants and five plastic drum plants along 
with facilities for research and development, packaging services and 
distribution.  In addition, the Company entered into an agreement with Sonoco 
to acquire its intermediate bulk containers business, which the parties 
intend to finalize as soon as necessary approvals are obtained.  Pending 
receipt of such approvals, the Company will market and sell intermediate 
bulk containers for Sonoco under a distributorship agreement.  

	The purchase of the industrial containers business of Sonoco has been the 
primary reason for the increase in accounts receivable, inventories, property, 
plant and equipment and accounts payable since October 31, 1997.  

<PAGE> 13

The increase in other current liabilities is due to the recording of a 
restructuring reserve of $8.8 million for certain Sonoco locations, purchased 
on March 30, 1998, that will be closed.  This amount primarily relates to 
severance arrangements and other costs of closing the plants.  In addition, 
there was a write-down of the fair values of the property, plant and 
equipment for these locations.

The increase in other long term liabilities is primarily the result of the post-
retirement health care benefits related to certain employees of the acquired 
businesses of Sonoco.  The excess of the purchase price over the fair values 
of the net assets acquired increased goodwill.

During 1998, the Company entered into a credit agreement which provides 
for a revolving credit facility of up to $325 million.  The Company has 
borrowed money under the credit facility to purchase the industrial containers 
business of Sonoco and repay the other long term obligations of the Company.  
In addition, the Company has borrowed funds in anticipation of closing on 
the purchase of the intermediate bulk containers business of Sonoco.  Since 
the acquisition of the intermediate bulk containers business has not been 
finalized, cash and cash equivalents are higher at April 30, 1998 due to the 
funds being held.

	The Company has embarked on a program to implement a new 
management information system.  The estimated cost of the project is 
approximately $20 million and is expected to be completed during 1999.  As of  
April 30, 1998, the Company has spent approximately $8 million towards the 
project.  The purpose of the program focuses on using information technology to 
link operations to become a low cost producer and more effectively service our 
customers.  As a result of this undertaking, the Company believes that its year 
2000 compliance matters will be addressed since most of its current systems 
will be replaced.

	In addition to the intermediate bulk containers business of Sonoco and the 
new management information system, as described above, the Company has 
approved future purchases of approximately $12 million.   These purchases are 
primarily to replace and improve equipment.

	Borrowing and self-financing have been the primary sources for past 
capital expenditures and acquisitions.  The Company anticipates financing 
future capital expenditures in a like manner.

<PAGE> 14

	Subsequent to April 30, 1998, the Company approved a plan to consolidate 
some of its locations in order to optimize operating efficiencies and 
capabilities.  The plan was a result of a study to determine whether certain 
locations, either existing or newly acquired, should be closed or relocated 
to a different facility.  Eighteen facilities have been identified in the 
consolidation plan.  As a result of this plan, the Company will recognize a 
restructuring charge of approximately $27.5 million in the third quarter.  
The charge relates primarily to severance costs and other anticipated costs 
of closing the facilities.  Management believes, upon completion of the
consolidation, positive contributions to earnings from these actions could
approximate an amount equal to the restructuring charge on an annual basis.
These contributions are expected to begin in the latter part of 1998;
however, the most significant impact will be realized in 1999 when the plan 
is fully implemented. 

During May 1998, the Company announced a plan to form a joint venture 
named CorrChoice to operate the sheet feeder plants of Michigan Packaging 
Company, a subsidiary of the Company, and Ohio Packaging Corporation.  
Completion of the joint venture is subject to obtaining necessary approvals of 
regulatory authorities.  

                 SAFE HARBOR STATEMENT UNDER THE PRIVATE 
                 SECURITIES LITIGATION REFORM ACT OF 1995

	Except for the historical information contained herein, the matters 
discussed in this Form 10-Q contain certain forward-looking statements which 
involve risks and uncertainties, including, but not limited to economic, 
competitive, governmental and technological factors affecting the Company's 
operations, markets, services and related products, prices and other factors 
discussed in the Company's filings with the Securities and Exchange 
Commission.  The Company's actual results could differ materially from those 
projected in such forward-looking statements. 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK

	Not applicable at this time.


<PAGE> 15

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a.) Exhibits.

 Exhibit Number                              Description

       2                   Stock Purchase Agreement dated March 30, 1998 
                           between Greif Bros. Corporation and Sonoco 
                           Products Company (incorporated by reference to 
                           Exhibit 2 of the Form 8-K filed on April 14, 
                           1998).

      27                   Financial Data Schedule (contained herein).

      99                   Credit Agreement, dated as of March 30, 1998, 
                           among Greif Bros. Corporation, as Borrower, 
                           Various Financial Institutions, as Banks, and 
                           KeyBank National Association, as Agent 
                           (incorporated by reference to Exhibit 99(b) of 
                           the Form 8-K filed on April 14, 1998).

(b.) Reports on Form 8-K.

 On April 14, 1998, the Company filed a Current Report on Form 8-K 
that described under Item 2 the Stock Purchase Agreement between 
Greif Bros. Corporation and Sonoco Products Company ("Sonoco").  
Pursuant to the Stock Purchase Agreement, the Company purchased 
all of the outstanding shares of KMI Continental Fibre Drum, Inc., 
Sonoco Plastic Drum, Inc., GBC Holding Co. and Fibro Tambor and 
the membership interest of Sonoco in Total Packaging Systems of 
Georgia, LLC.  In addition, the Company entered into a Credit 
Agreement which provides a revolving credit facility up to $325 
million.  In accordance with Items 7(a)(4) and 7(b)(2), the financial 
statements of the acquired businesses and pro forma financial 
information were filed in a Form 8-K/A on June 12, 1998.

 On May 6, 1998, the Company filed a Current Report on Form 8-K that 
described under Item 5 an agreement to form a joint venture to 
operate the sheet feeder plants of Michigan Packaging Company, a 
subsidiary of the Company, and Ohio Packaging Corporation.  The 
joint venture will be named CorrChoice.

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, 1998 and October 31, 1997, the consolidated 
statements of income for the three and six month periods ended April 30, 1998 
and 1997, and the consolidated statement of cash flows for the six month 
periods then ended.  These financial statements are unaudited; however, at 
year-end an audit will be performed for the fiscal year by 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 thereto duly authorized.
					
                                      Greif Bros. Corporation
                                      (Registrant)



Date:  June 12, 1998                  /s/ Joseph W. Reed
                                      Joseph W. Reed
                                      Chief Financial Officer and Secretary
                                      (Duly Authorized Signatory)


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<CASH>                                          55,729
<SECURITIES>                                     7,393
<RECEIVABLES>                                  111,646
<ALLOWANCES>                                   (1,880)
<INVENTORY>                                     66,780
<CURRENT-ASSETS>                               260,356
<PP&E>                                         700,715
<DEPRECIATION>                               (278,775)
<TOTAL-ASSETS>                                 829,497
<CURRENT-LIABILITIES>                           76,971
<BONDS>                                        265,784
                                0
                                          0
<COMMON>                                         9,848
<OTHER-SE>                                     402,820
<TOTAL-LIABILITY-AND-EQUITY>                   829,497
<SALES>                                        360,966
<TOTAL-REVENUES>                               371,961
<CGS>                                          291,809
<TOTAL-COSTS>                                  291,809
<OTHER-EXPENSES>                                41,596
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,431
<INCOME-PRETAX>                                 35,125
<INCOME-TAX>                                    12,917
<INCOME-CONTINUING>                             22,208
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    22,208
<EPS-PRIMARY>                                     0.91<F1>
<EPS-DILUTED>                                     0.91<F2>
<FN>
<F1>Amount represents the basic earnings per share for the Class A Common Stock.
The basic earnings per share for the Class B Common Stock are $1.02.
<F2>Amount represents the diluted earnings per share for the Class A Common 
Stock.  The diluted earnings per share for the Class B Common Stock are $1.02.
</FN>
        

</TABLE>


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