As filed with the Securities and Exchange Commission on April 18, 2000
                                     Registration No. 333-____________


                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                    __________________________________

                                FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    __________________________________

                         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)

             Greif Bros. 401(k) Retirement Plan and Trust
                        (Full title of the plan)

                                            Copy to:
       Michael J. Gasser                    Elizabeth Turrell Farrar, Esq.
       Greif Bros. Corporation              Vorys, Sater, Seymour and Pease LLP
       425 Winter Road                      52 East Gay Street
       Delaware, Ohio  43015                P.O. Box 1008
  (Name and address of agent for service)   Columbus, Ohio  43216-1008

                             (740) 549-6000

      (Telephone number, including area code, of agent for service)
                    ___________________________________

                      Calculation of Registration Fee
<TABLE>
<CAPTION>
                                   Proposed      Proposed
Title of                           maximum       maximum
securities             Amount      offering      aggregate       Amount of
to be                  to be       price         offering        registration
registered (1)         registered  per share(2)  price(2)        fee
<S>                    <C>         <C>           <C>             <C>
Class A Common Stock,  500,000     $31.40625     $15,703,125.00  $4,145.63
Without Par Value

<FN>
(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.

<FN>
(2)	Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$31.40625, which price is the average of the high and low sales prices of the
Class A Common Stock as reported on The Nasdaq National Market on
April 13, 2000.
</TABLE>

                       Index to Exhibits at Page 10.

<PAGE> 2

                                 PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference.

   The Annual Report on Form 10-K for the fiscal year
ended October 31, 1999 of Greif Bros. Corporation (the
"Registrant") and all other reports filed with the Securities and
Exchange Commission (the "Commission") pursuant to the require-
ments of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that
date are hereby incorporated by reference.

   The description of the Registrant's Class A Common
Stock contained in the Registrant's Registration Statement on
Form 8-A dated November 7, 1995, and all amendments or reports
filed by the Registrant with the Commission for the purpose of
updating such description, are hereby incorporated by reference.

   Any definitive proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act and all
documents which may be filed with the Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act subsequent to the
date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated
herein by reference and to be made a part hereof from the date of
filing of such documents; provided, however, that no report of
the Compensation Committee of the Board of Directors of the
Registrant on executive compensation and no performance graph
included in any proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.

Item 4. Description of Securities.

   Not Applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable

Item 6. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law
(the "DGCL") sets forth conditions and limitations governing
the indemnification of officers, directors and other persons.
Indemnification against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement is permitted in
third party actions where the indemnified person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and in criminal
actions, where he had no reasonable cause to believe his conduct
was unlawful.  Indemnification against expenses (including
attorneys' fees) is also permitted in lawsuits brought by or on
behalf of the corporation if the standards of conduct described
above

<PAGE> 3

are met, except that no indemnification is permitted in
respect of any matter in which the person is adjudged to be
liable to the corporation unless a court determines that
indemnification is fair and reasonable in view of all the
circumstances of the case.  In cases where indemnification is
permissive, a determination as to whether the person met the
applicable standard of conduct must be made either by the court,
by a majority vote of the disinterested directors (or by a
committee thereof designated by majority vote of the
disinterested directors), by independent legal counsel or by the
stockholders.  Indemnification against expenses (including
attorneys' fees) actually and reasonably incurred by directors
and officers  is required under Section 145 of the DGCL in those
cases where the person to be indemnified has been successful on
the merits or otherwise in defense of a lawsuit of the type
described above.  Such indemnification rights are specifically
not deemed to be exclusive of other rights of indemnification by
agreement or otherwise and the corporation is authorized to
advance expenses incurred prior to the final disposition of a
matter upon receipt of an undertaking to repay such amounts
following a determination that indemnification was not permitted
in the circumstances of the case.

   ARTICLE V of the Amended and Restated By-Laws of the
Registrant contains certain indemnification provisions adopted
pursuant to the authority contained in Section 145 of the DGCL.
ARTICLE V provides in pertinent part:


                              ARTICLE V

                     Indemnification and Insurance

   Section 1.  Indemnification in Non-Derivative Actions.
The Corporation shall indemnify any person who was or is
a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right
of the Corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as
a director, officer, employee, or agent of another corporation,
partnership,joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit, or proceeding
if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

<PAGE> 4

   Section 2.  Indemnification in Derivative Actions.
The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party to any
threatened, pending, or completed action or suit by or
in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture,
trust, or other enterprise against expenses, including
attorneys' fees, actually and reasonably incurred by
him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed
to the best interests of the Corporation and except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation
unless, and only to the extent that the Court of
Chancery, or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem
proper.

   Section 3.  Indemnification as Matter of Right.
To the extent that a director, officer, employee or
agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to
in Sections 1 and 2 of this Article VI [sic], or in
defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by
him in connection therewith.

   Section 4.  Determination of Conduct.  Any
indemnification under Sections 1 and 2 of this
Article VI [sic], unless ordered by a court, shall be
made by the Corporation only as authorized in the
specific case upon a determination that indemnification
of the director, officer, employee, or agent is proper
in the circumstances because he had met the applicable
standard of conduct set forth in Sections 1 and 2 of
this Article VI [sic].  Such determination shall be
made (a) by the Board of Directors by a majority vote
of a quorum consisting of Directors of the Corporation
who were not parties to such action, suit, or
proceeding, or (b) if such a quorum is not obtainable
or if a quorum of disinterested Directors so directs,
by independent legal counsel in written opinion, or (c)
by the stockholders.

   Section 5.  Advance Payment of Expenses.  Expenses
incurred in defending any civil or criminal action,
suit, or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit,
or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to
repay such amount, if it shall ultimately be determined
that he is not entitled to be indemnified by the
Corporation as authorized in this Article VI [sic].

<PAGE> 5

   Section 6.  Nonexclusivity.  The indemnification
and advancement of expenses provided by, or granted
pursuant to, the other Sections of this Article VI
[sic] shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement
of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested
Directors, or otherwise, both as to action in his or
her official capacity and as to action in another
capacity while holding such office.

   Under Section 145 of the DGCL and Section 7 of
Article V of the Registrant's Amended and Restated By-Laws, the
Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of
the Registrant, or who, while serving in such capacity, is or was
at the request of the Registrant, a director, officer, employee
or agent of another corporation or legal entity or of an employee
benefit plan, against liability asserted against or incurred by
such person in any such capacity whether or not the corporation
would have the power to provide indemnity under Section 145 of
DGCL or Article V of the Registrant's Amended and Restated By-
Laws.  The Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See the Index to Exhibits attached hereto at page 10.

   The undersigned Registrant hereby undertakes to submit
the Greif Bros. 401(k) Retirement Plan and Trust, or cause the
Greif Bros. 401(k) Retirement Plan and Trust to be submitted, to
the Internal Revenue Service (the "IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.

<PAGE> 6

Item 9.  Undertakings.

A.	The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
    sales are being made, a post-effective amendment
    to this Registration Statement:

    (i)   To include any prospectus required by
          Section 10(a)(3) of the Securities Act
          of 1933;

    (ii)  To reflect in the prospectus any facts
          or events arising after the effective
          date of the registration statement (or
          the most recent post-effective amendment
          thereof) which, individually or in the
          aggregate, represent a fundamental
          change in the information set forth in
          the Registration Statement; and

    (iii) To include any material information
          with respect to the plan of distribution
          not previously disclosed in the
          Registration Statement or any material
          change to such information in the
          Registration Statement;

    provided, however, that paragraphs A(1)(i) and
    A(1)(ii) do not apply if the information required
    to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports
    filed with or furnished to the Commission by the
    Registrant pursuant to Section 13 or Section 15(d)
    of the Securities Exchange Act of 1934 that are
    incorporated by reference in this registration
    statement.

(2) That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-
    effective amendment shall be deemed to be a new
    registration statement relating to the securities
    offered therein, and the offering of such
    securities at that time shall be deemed to be the
    initial bona fide offering thereof.

(3) To remove from registration by means of a post-
    effective amendment any of the securities being
    registered which remain unsold at the termination
    of the offering.

<PAGE> 7

B.	The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities
   Act of 1933, each filing of the Registrant's annual report
   pursuant to Section 13(a) or Section 15(d) of the Securities
   Exchange Act of 1934 (and each filing of an annual report
   pursuant to Section 15(d) of the Securities Exchange Act of
   1934 on behalf of the Greif Bros. 401(k) Retirement Plan and
   Trust) that is incorporated by reference in the Registration
   Statement shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering
   of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

C.	Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors,
   officers and controlling persons of the Registrant pursuant
   to the provisions described in Item 6 of this Part II, or
   otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the
   Act and is, therefore, unenforceable.  In the event that a
   claim for indemnification against such liabilities (other
   than the payment by the Registrant of expenses incurred or
   paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being
   registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the
   question whether such indemnification by it is against
   public policy as expressed in the Act and will be governed
   by the final adjudication of such issue.

<PAGE> 8

                        SIGNATURES

   The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Delaware,
State of Ohio, on the  18th day of April, 2000.

                                         GREIF BROS. CORPORATION

                                         By: /s/ Michael J. Gasser
                                             Michael J. Gasser, Chairman of
                                             the Board of Directors and
                                             Chief Executive Officer

   Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on the 18th day of
April, 2000.

Signature                                   Title

/s/ Michael J. Gasser                       Chairman of the Board of Directors
Michael J. Gasser                           and Chief Executive Officer

Joseph W. Reed*                             Chief Financial Officer and
Joseph W. Reed                              Secretary (Principal Financial
                                            Officer)

John K. Dieker*                             Corporate Controller (Principal
John K. Dieker                              Accounting Officer)

Charles R. Chandler*                        Director
Charles R. Chandler

Michael H. Dempsey*                         Director
Michael H. Dempsey

*By Power of Attorney

/s/ Michael J. Gasser
Michael J. Gasser
(Attorney-in-Fact)

<PAGE> 9

Naomi C. Dempsey*                           Director
Naomi C. Dempsey

Daniel J. Gunsett*                          Director
Daniel J. Gunsett

John C. Kane*                               Director
John C. Kane

Robert C. Macauley*                         Director
Robert C. Macauley

David J. Olderman*                          Director
David J. Olderman

William B. Sparks, Jr.*                     Director
William B. Sparks, Jr.

*By Power of Attorney

/s/ Michael J. Gasser
Michael J. Gasser
(Attorney-in-Fact)

   The Plan.  Pursuant to the requirements of the
Securities Act of 1933, the trustees (or other persons who admin-
ister the employee benefit plan) have duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Delaware, State of
Ohio, on April 18, 2000.

                                  GREIF BROS. 401(k) RETIREMENT PLAN
                                  AND TRUST


                                  By: /s/ Michael L. Roane
                                      Michael L. Roane, Plan Administrator

<PAGE> 10

                               INDEX TO EXHIBITS

Exhibit No.               Description                                 Page No.
 23(a)                    Consent of Ernst & Young LLP                    *
 23(b)                    Consent of PricewaterhouseCoopers LLP           *
 24                       Powers of Attorney                              *
___________________
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933", "secsgml_size_bytes": 20910}]
{"company-data": {"conformed-name": "GREIF BROTHERS CORP", "cik": "0000043920", "assigned-sic": "2650", "irs-number": "314388903", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35048", "film-number": "604195"}, "business-address": {"street1": "425 WINTER ROAD", "city": "DELAWARE", "state": "OH", "zip": "43015", "phone": "7405496000"}, "mail-address": {"street1": "425 WINTER ROAD", "city": "DELAWARE", "state": "OH", "zip": "43015"}, "former-company": {"former-conformed-name": "GREIF BROTHERS COOPERAGE CORP", "date-changed": "19690820"}}
As filed with the Securities and Exchange Commission on April 18, 2000
                                     Registration No. 333-____________

                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                    __________________________________

                                FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    __________________________________

                         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)

             Greif Bros. 401(k) Retirement Plan and Trust
                        (Full title of the plan)

                                            Copy to:
       Michael J. Gasser                    Elizabeth Turrell Farrar, Esq.
       Greif Bros. Corporation              Vorys, Sater, Seymour and Pease LLP
       425 Winter Road                      52 East Gay Street
       Delaware, Ohio  43015                P.O. Box 1008
  (Name and address of agent for service)   Columbus, Ohio  43216-1008

                             (740) 549-6000

      (Telephone number, including area code, of agent for service)
                    ___________________________________

                      Calculation of Registration Fee
Proposed      Proposed
Title of                           maximum       maximum
securities             Amount      offering      aggregate       Amount of
to be                  to be       price         offering        registration
registered (1)         registered  per share(2)  price(2)        fee
Class A Common Stock,  500,000     $31.40625     $15,703,125.00  $4,145.63
Without Par Value
(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
(2)	Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$31.40625, which price is the average of the high and low sales prices of the
Class A Common Stock as reported on The Nasdaq National Market on
April 13, 2000.
Index to Exhibits at Page 10.
2

                                 PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

   The Annual Report on Form 10-K for the fiscal year
ended October 31, 1999 of Greif Bros. Corporation (the
"Registrant") and all other reports filed with the Securities and
Exchange Commission (the "Commission") pursuant to the require-
ments of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that
date are hereby incorporated by reference.

   The description of the Registrant's Class A Common
Stock contained in the Registrant's Registration Statement on
Form 8-A dated November 7, 1995, and all amendments or reports
filed by the Registrant with the Commission for the purpose of
updating such description, are hereby incorporated by reference.

   Any definitive proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act and all
documents which may be filed with the Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act subsequent to the
date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated
herein by reference and to be made a part hereof from the date of
filing of such documents; provided, however, that no report of
the Compensation Committee of the Board of Directors of the
Registrant on executive compensation and no performance graph
included in any proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.

Item 4. Description of Securities.

   Not Applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable

Item 6. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law
(the "DGCL") sets forth conditions and limitations governing
the indemnification of officers, directors and other persons.
Indemnification against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement is permitted in
third party actions where the indemnified person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and in criminal
actions, where he had no reasonable cause to believe his conduct
was unlawful.  Indemnification against expenses (including
attorneys' fees) is also permitted in lawsuits brought by or on
behalf of the corporation if the standards of conduct described
above
3

are met, except that no indemnification is permitted in
respect of any matter in which the person is adjudged to be
liable to the corporation unless a court determines that
indemnification is fair and reasonable in view of all the
circumstances of the case.  In cases where indemnification is
permissive, a determination as to whether the person met the
applicable standard of conduct must be made either by the court,
by a majority vote of the disinterested directors (or by a
committee thereof designated by majority vote of the
disinterested directors), by independent legal counsel or by the
stockholders.  Indemnification against expenses (including
attorneys' fees) actually and reasonably incurred by directors
and officers  is required under Section 145 of the DGCL in those
cases where the person to be indemnified has been successful on
the merits or otherwise in defense of a lawsuit of the type
described above.  Such indemnification rights are specifically
not deemed to be exclusive of other rights of indemnification by
agreement or otherwise and the corporation is authorized to
advance expenses incurred prior to the final disposition of a
matter upon receipt of an undertaking to repay such amounts
following a determination that indemnification was not permitted
in the circumstances of the case.

   ARTICLE V of the Amended and Restated By-Laws of the
Registrant contains certain indemnification provisions adopted
pursuant to the authority contained in Section 145 of the DGCL.
ARTICLE V provides in pertinent part:

                              ARTICLE V

                     Indemnification and Insurance

   Section 1.  Indemnification in Non-Derivative Actions.
The Corporation shall indemnify any person who was or is
a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right
of the Corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as
a director, officer, employee, or agent of another corporation,
partnership,joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit, or proceeding
if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
4

   Section 2.  Indemnification in Derivative Actions.
The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party to any
threatened, pending, or completed action or suit by or
in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture,
trust, or other enterprise against expenses, including
attorneys' fees, actually and reasonably incurred by
him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed
to the best interests of the Corporation and except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation
unless, and only to the extent that the Court of
Chancery, or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem
proper.

   Section 3.  Indemnification as Matter of Right.
To the extent that a director, officer, employee or
agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to
in Sections 1 and 2 of this Article VI [sic], or in
defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by
him in connection therewith.

   Section 4.  Determination of Conduct.  Any
indemnification under Sections 1 and 2 of this
Article VI [sic], unless ordered by a court, shall be
made by the Corporation only as authorized in the
specific case upon a determination that indemnification
of the director, officer, employee, or agent is proper
in the circumstances because he had met the applicable
standard of conduct set forth in Sections 1 and 2 of
this Article VI [sic].  Such determination shall be
made (a) by the Board of Directors by a majority vote
of a quorum consisting of Directors of the Corporation
who were not parties to such action, suit, or
proceeding, or (b) if such a quorum is not obtainable
or if a quorum of disinterested Directors so directs,
by independent legal counsel in written opinion, or (c)
by the stockholders.

   Section 5.  Advance Payment of Expenses.  Expenses
incurred in defending any civil or criminal action,
suit, or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit,
or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to
repay such amount, if it shall ultimately be determined
that he is not entitled to be indemnified by the
Corporation as authorized in this Article VI [sic].
5

   Section 6.  Nonexclusivity.  The indemnification
and advancement of expenses provided by, or granted
pursuant to, the other Sections of this Article VI
[sic] shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement
of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested
Directors, or otherwise, both as to action in his or
her official capacity and as to action in another
capacity while holding such office.

   Under Section 145 of the DGCL and Section 7 of
Article V of the Registrant's Amended and Restated By-Laws, the
Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of
the Registrant, or who, while serving in such capacity, is or was
at the request of the Registrant, a director, officer, employee
or agent of another corporation or legal entity or of an employee
benefit plan, against liability asserted against or incurred by
such person in any such capacity whether or not the corporation
would have the power to provide indemnity under Section 145 of
DGCL or Article V of the Registrant's Amended and Restated By-
Laws.  The Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See the Index to Exhibits attached hereto at page 10.

   The undersigned Registrant hereby undertakes to submit
the Greif Bros. 401(k) Retirement Plan and Trust, or cause the
Greif Bros. 401(k) Retirement Plan and Trust to be submitted, to
the Internal Revenue Service (the "IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
6

Item 9.  Undertakings.

A.	The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
    sales are being made, a post-effective amendment
    to this Registration Statement:

    (i)   To include any prospectus required by
          Section 10(a)(3) of the Securities Act
          of 1933;

    (ii)  To reflect in the prospectus any facts
          or events arising after the effective
          date of the registration statement (or
          the most recent post-effective amendment
          thereof) which, individually or in the
          aggregate, represent a fundamental
          change in the information set forth in
          the Registration Statement; and

    (iii) To include any material information
          with respect to the plan of distribution
          not previously disclosed in the
          Registration Statement or any material
          change to such information in the
          Registration Statement;

    provided, however, that paragraphs A(1)(i) and
    A(1)(ii) do not apply if the information required
    to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports
    filed with or furnished to the Commission by the
    Registrant pursuant to Section 13 or Section 15(d)
    of the Securities Exchange Act of 1934 that are
    incorporated by reference in this registration
    statement.

(2) That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-
    effective amendment shall be deemed to be a new
    registration statement relating to the securities
    offered therein, and the offering of such
    securities at that time shall be deemed to be the
    initial bona fide offering thereof.

(3) To remove from registration by means of a post-
    effective amendment any of the securities being
    registered which remain unsold at the termination
    of the offering.
7

B.	The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities
   Act of 1933, each filing of the Registrant's annual report
   pursuant to Section 13(a) or Section 15(d) of the Securities
   Exchange Act of 1934 (and each filing of an annual report
   pursuant to Section 15(d) of the Securities Exchange Act of
   1934 on behalf of the Greif Bros. 401(k) Retirement Plan and
   Trust) that is incorporated by reference in the Registration
   Statement shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering
   of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

C.	Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors,
   officers and controlling persons of the Registrant pursuant
   to the provisions described in Item 6 of this Part II, or
   otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the
   Act and is, therefore, unenforceable.  In the event that a
   claim for indemnification against such liabilities (other
   than the payment by the Registrant of expenses incurred or
   paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being
   registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the
   question whether such indemnification by it is against
   public policy as expressed in the Act and will be governed
   by the final adjudication of such issue.
8

                        SIGNATURES

   The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Delaware,
State of Ohio, on the  18th day of April, 2000.

                                         GREIF BROS. CORPORATION

                                         By: /s/ Michael J. Gasser
                                             Michael J. Gasser, Chairman of
                                             the Board of Directors and
                                             Chief Executive Officer

   Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on the 18th day of
April, 2000.

Signature                                   Title

/s/ Michael J. Gasser                       Chairman of the Board of Directors
Michael J. Gasser                           and Chief Executive Officer

Joseph W. Reed*                             Chief Financial Officer and
Joseph W. Reed                              Secretary (Principal Financial
                                            Officer)

John K. Dieker*                             Corporate Controller (Principal
John K. Dieker                              Accounting Officer)

Charles R. Chandler*                        Director
Charles R. Chandler

Michael H. Dempsey*                         Director
Michael H. Dempsey

*By Power of Attorney

/s/ Michael J. Gasser
Michael J. Gasser
(Attorney-in-Fact)
9

Naomi C. Dempsey*                           Director
Naomi C. Dempsey

Daniel J. Gunsett*                          Director
Daniel J. Gunsett

John C. Kane*                               Director
John C. Kane

Robert C. Macauley*                         Director
Robert C. Macauley

David J. Olderman*                          Director
David J. Olderman

William B. Sparks, Jr.*                     Director
William B. Sparks, Jr.

*By Power of Attorney

/s/ Michael J. Gasser
Michael J. Gasser
(Attorney-in-Fact)

   The Plan.  Pursuant to the requirements of the
Securities Act of 1933, the trustees (or other persons who admin-
ister the employee benefit plan) have duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Delaware, State of
Ohio, on April 18, 2000.

                                  GREIF BROS. 401(k) RETIREMENT PLAN
                                  AND TRUST

                                  By: /s/ Michael L. Roane
                                      Michael L. Roane, Plan Administrator
10

                               INDEX TO EXHIBITS

Exhibit No.               Description                                 Page No.
 23(a)                    Consent of Ernst & Young LLP                    *
 23(b)                    Consent of PricewaterhouseCoopers LLP           *
 24                       Powers of Attorney                              *
___________________
*Filed herewith