Item 1. Business
	The Company principally manufactures industrial shipping containers and containerboard and related products which it sells to customers in many industries primarily in the United States and Canada, through direct sales contact with its customers. There were no significant changes in the business since the beginning of the fiscal year.
	The Company operates 95 locations in 28 states of the United States and in 3 provinces of Canada and, as such, is subject to federal, state, local and foreign regulations in effect at the various localities.
	Due to the variety of products, the Company has many customers buying different types of the Company's products and, due to the scope of the Company's sales, no one customer is considered principal in the total operation of the Company.
	Because the Company supplies a cross section of industries, such as chemicals, food products, petroleum products, pharmaceuticals, metal products and other and because the Company must make spot deliveries on a day-to-day basis as its product is required by its customers, the Company does not operate on a backlog and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the week.
	The Company's business is highly competitive in all respects (price, quality and service) and the Company experiences substantial competition in selling its products. Many of the Company's competitors are larger than the Company.
	While research and development projects are important to the Company's continued growth, the amount expended in any year is not material in relation to the results of operations of the Company.
	The Company's raw materials are principally pulpwood, waste paper for recycling, paper, steel and resins. In the current year, as in prior years, certain of these materials have been in short supply, but to date these shortages have not had a significant effect on the Company's operations.
	The Company's business is not materially dependent upon patents, trademarks, licenses or franchises.
	The business of the Company is not seasonal to any significant extent.
The approximate number of persons employed during the year was 4,500.
Item 1. Business (continued)
Industry Segments
	The Company operates in two industry segments, industrial shipping containers and materials (industrial shipping containers) and containerboard and related products (containerboard).
	Operations in the industrial shipping containers segment involve the production and sale of fibre, steel and plastic drums, multiwall bags, cooperage, dunnage, pallets and miscellaneous items. These products are manufactured and principally sold throughout the United States and Canada.
	Operations in the containerboard segment involve the production and sale of containerboard, both virgin and recycled, and related corrugated products including corrugated sheets and corrugated containers. The products are manufactured and sold in the United States and Canada.
	In computing operating profit for the two industry segments, gain on timber sales, interest expense, other income and expense, a restructuring charge (see Note 3 to the Consolidated Financial Statements), gains on disposals of certain facilities and income taxes have not been allocated to such segments. These amounts, excluding income taxes, comprise general corporate other income and expense, net.
	Each segment's operating assets are those assets used in the manufacture and sale of industrial shipping containers or containerboard. Corporate assets are principally cash and cash equivalents, timber properties, corporate facilities and other.
Item 2.
Item 2. Properties
	The following are the Company's principal locations and products manufactured at such facilities or the use of such facilities. The Company considers its operating properties to be in satisfactory condition and adequate to meet its present needs. However, the Company expects to make further additions, improvements and consolidations of its properties as the Company's business continues to expand.
Exceptions: (1) Lease expires August 31, 1999 (2) Lease expires December 15, 1998 (3) Lease expires February 28, 1998 (4) Lease operates month to month (5) Lease expires October 26, 1999 (6) Lease expires June 30, 1999 (7) Lease expires March 31, 1999 (8) Lease expires October 6, 2003 (9) Lease expires December 31, 1998 (10) Lease expires October 7, 2001 (11) Lease expires September 1, 1998 (12) Lease expires December 31, 1999 (13) Lease expires June 30, 1998 (14) Lease expires March 31, 1998 (15) Lease expires June 30, 2001 (16) Lease operates month to month (17) Lease expires April 30, 2003 (18) Lease expires January 31, 2002 (19) Lease expires March 31, 2000
	The Company also owns in fee a substantial number of scattered timber tracts comprising approximately 316,000 acres in the states of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi and Virginia and the provinces of Nova Scotia, Ontario and Quebec in Canada.
Item 3.
Item 3. Legal Proceedings
		The Company has no pending material legal proceedings.
	From time to time, various legal proceedings arise from either Federal, State or Local levels involving environmental sites to which the Company has shipped, directly or indirectly, small amounts of toxic waste, such as paint solvents, etc. The Company, to date, has been classified as a "de minimis" participant and, as such, has not been subject, in any instance, to material sanctions or sanctions greater than $100,000.
	In addition, from time to time, but less frequently, the Company has been cited for violations of environmental regulations. Except for the following situation, none of these violations involve or are expected to involve sanctions of $100,000 or more.
	Currently, the only exposure known to the Company which may exceed $100,000 relates to a pollution situation at its Strother Field plant in Winfield, Kansas. A record of decision issued by the U.S. Environmental Protection Agency (EPA) has set forth estimated remedial costs which could expose the Company to approximately $3,000,000 in expense under certain assumptions. If the Company ultimately is required to incur this expense, a significant portion would be paid over 10 years. The Kansas site involves groundwater pollution and certain soil pollution that was found to exist on the Company's property. The estimated costs of the remedy currently preferred by the EPA for the soil pollution on the Company's land represents approximately $2,000,000 of the estimated $3,000,000 in expense.
	The final remedies have not been selected. In an effort to minimize its exposure for soil pollution, the Company has undertaken further engineering borings and analysis to attempt to identify a more definitive soil area which would require remediation. However, there can be no assurance that the Company will be successful in minimizing such exposure, and there can be no assurance that the total expense incurred by the Company in remediating this site will not exceed $3,000,000.
	 A reserve for $2,000,000 was recorded by the Company during fiscal 1995 since it was considered the most likely amount of loss. To date, $360,000 has been charged against the reserve.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
	There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
Executive Officers of the Company
Executive Officers of the Company (continued)
	Except as indicated below, each Executive Officer has served in his present capacity for at least five years.
Mr. Michael J. Gasser was elected Chairman of the Board of Directors and Chief Executive Officer during 1994. Prior to that time, and for more than five years, he served as a Vice President of the Company.
Mr. William B. Sparks, Jr. was elected President and Chief Operating Officer during 1995. Prior to that time, and for more than five years, he served as Chief Executive Officer of Down River International, Inc., a former subsidiary of the Company.
Mr. Charles R. Chandler was elected Vice Chairman during 1996. Prior to that time, and for more than five years, he served as President and Chief Operating Officer of Virginia Fibre Corporation, a subsidiary of the Company.
	Mr. Joseph W. Reed was elected Chief Financial Officer and Secretary in 1997. Prior to that time, and for more than five years, he served as Senior Vice President, Finance and Administration - CFO of Pharmacia, Inc.
	Mr. John P. Berg was elected President Emeritus in 1996. Prior to that time, he served as President of the Company and General Manager of one of its divisions for more than five years.
	Mr. Lloyd D. Baker was elected President of Soterra, Incorporated (subsidiary company) during 1997. Prior to that time, and for more than five years, he served as a Vice President of the Company.
	Mr. Michael M. Bixby became Vice President of Regional Sales during 1997. During the past five years, he has been a Vice President of the Company.
	Mr. Ronald L. Brown became Vice President of Sales and Marketing during 1997. Prior to that time, and for more than five years, he served as President and Chief Operating Officer for Down River International (former subsidiary company).
	Mr. John K. Dieker was elected Corporate Controller in 1995. From 1994 to 1995 he served as Assistant Corporate Controller. Prior to that time, he served as Internal Auditor for two years.
	During 1996, Mr. Elco Drost was elected President of Greif Containers Inc. (subsidiary company) and continues to serve in this capacity. Prior to that time, and for more than five years, he served as Vice President for the subsidiary company.
Executive Officers of the Company (concluded)
	Mr. Michael A. Giles became Vice President, Mill Operations, in 1997. He was Executive Vice President of Virginia Fibre Corporation (subsidiary company) in 1996. From 1995 to 1996, he served as Vice President of Manufacturing and, prior to that time, Vice President of Finance and Treasurer at the subsidiary company for more than five years.
	Mr. C.J. Guilbeau became Vice President and Associate Director of Manufacturing during 1997. During the past five years, he has served as Vice President of the Company.
	Ms. Sharon R. Maxwell was elected Assistant Secretary during 1997. Prior to that time, and for more than five years, she served as administrative assistant to the Chairman.
	Mr. Philip R. Metzger was elected Treasurer in 1995. Prior to that time, and for more than the past five years, he served as Assistant Treasurer and Assistant Controller.
	Mr. Mark J. Mooney became Vice President of National Sales during 1997. From 1993 to 1996, he served as the Operations Director, Multiwall Bags, and prior to that time, General Sales and Marketing Manager of one of its divisions.
	Mr. William R. Mordecai became Vice President, Containerboard Sales and Logistics, during 1997. During 1996 to 1997, Mr. Mordecai served as Director, Containerboard Marketing for Virginia Fibre Corporation (subsidiary company). During 1994 to 1996, he served as President of Pimlico Paper Corporation. Prior to that time, and for more than the past five years, he served as Director, Operations Planning, of MacMillan Bloedel, Inc.
	Mr. Jerome B. Nolder, Jr. became Vice President, Container Operations, during 1997. Prior to that time, he served as General Manager of one of its divisions since 1994, and prior to that time, he served as Operations Manager for the division for more than five years.
	Mr. William R. Shew became Special Assistant to the Vice Chairman during 1997. Prior to that time, and for more than the past five years, he served as President of Greif Board Corporation (subsidiary company).
	Mr. Kent P. Snead became Corporate Director of Strategic Projects during 1997. Prior to that time, and for more than the past five years, he served as the Engineering Manager for Virginia Fibre Corporation (subsidiary company).
PART II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters
The Class A and Class B Common Stock are traded on the NASDAQ Stock Market. Prior to March 1996, the Class A Common Stock was traded on the Chicago Stock Exchange and there was no active market for the Class B Common Stock.
As of December 1, 1997, there were 790 shareholders of record of the Class A Common Stock and 179 shareholders of the Class B Common Stock.
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters (concluded)
The Company paid five dividends of varying amounts during its fiscal year computed on the basis described in Note 5 to the Consolidated Financial Statements on page 36 of this Form 10-K, which is hereby incorporated by reference. The annual dividends paid for the last three fiscal years are as follows:
	1997 fiscal year dividends per share - Class A $.60; Class B $.89 	1996 fiscal year dividends per share - Class A $.48; Class B $.71 	1995 fiscal year dividends per share - Class A $.40; Class B $.59
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition 	 and Results of Operations
RESULTS OF OPERATIONS
	Net income decreased $24,661,000 or 58% from the prior year. The reduction is primarily due to the lower operating profit for the containerboard segment caused by lower sales prices without a corresponding decrease in the cost of products sold and selling, general and administrative expenses for the segment. The lower sales prices were a result of the continued weakness in paper prices which related to excess capacity in the containerboard market during 1997. These negative price trends, which started at the end of 1995, reached a 19-year low in May 1997. In the last several months of 1997, sales prices in the containerboard segment have begun to increase.
	Historically, revenues or earnings may or may not be representative of future operations because of various economic factors. As explained below, the Company is subject to the general economic conditions of its customers and the industry in which it operates.
Item 7. Management's Discussion and Analysis of Financial Condition 	 	and Results of Operations (continued)
	The Company remains confident that, with the financial strength that it has built over its 120-year existence, it will be able to compete in its highly competitive markets.
Net Sales
	The containerboard segment had an increase in net sales of $6.5 million or 2.6% in 1997. As mentioned above, excess capacity in the containerboard market caused sales prices for containerboard and related products to be lower. This reduction in sales prices at our paper mills was partially offset by an increase in sales volume this year as compared to last year. In addition, the Company completed three acquisitions of corrugated container companies: Aero Box Company located in Roseville, Michigan; Independent Container, Inc. with locations in Louisville and Erlanger, Kentucky and Ferdinand, Indiana; and Centralia Container, Inc. located in Centralia, Illinois. These acquisitions, along with the two acquisitions from the prior year, contributed $48.7 million of net sales during 1997, and contributed to the further integration of the businesses. In the prior year, there were $7.3 million of net sales relating to the 1996 acquisitions.
	The industrial shipping containers segment had an increase in net sales of $5.1 million or 1.3% in 1997. The increase is primarily due to the purchase of two steel drum operations located in Merced, California and Oakville, Ontario, Canada in the current year which contributed $19.1 million in sales during 1997. The increase that resulted from this acquisition was partially offset by the disposal of the Company's wood components plants in Kentucky, California, Washington and Oregon, at the beginning of August 1997 and one of its injection molding facilities located in Ohio during February 1997. Net sales for the locations which were sold amounted to $38 million in 1997 and $46.2 million in 1996. These locations were sold since it was determined that they no longer met the strategic objectives of the Company.
	The containerboard segment had a decrease in net sales of $81 million in 1996. The reduction in net sales was primarily caused by lower selling prices due to weaknesses in the containerboard market during 1996. This decrease was partially offset by a sales volume increase in 1996.
	During 1996, the Company purchased two corrugated container companies with locations in Illinois, West Virginia and Kentucky. In addition, a subsidiary of the Company began operations at a new plant in Mason, Michigan.
Item 7. Management's Discussion and Analysis of Financial Condition 	 and Results of Operations (continued)
	Net sales in the industrial shipping containers segment remained about the same in 1996 as in the previous year. There was a decrease in net sales due to the closing of two drum plants at the end of 1995. The closings resulted from management's determination that they would not provide a reasonable return to the Company. The reduction in net sales was offset by a net increase in sales at the other locations of this segment primarily due to more sales volume.
	The containerboard segment had an increase in net sales of $97 million in 1995 which was primarily due to higher sales prices. The increase in sales prices resulted from shortages in the containerboard and related products industry. In addition, there was a less significant increase in unit sales of the segment because of the inclusion of an entire year of sales in 1995 for the 325 ton per day recycled paper machine at a subsidiary of the Company which was completed in December 1993.
	The industrial shipping containers segment had an increase in net sales of $39 million in 1995 resulting from more volume. In addition, there were some sales price increases that were made because of the increase in the cost of the Company's raw materials.
Operating Profit	
	During 1997, the decrease in operating profit of $40.5 million is primarily due to a lower gross profit margin of 13.1% this year compared to 19.1% last year. This reduction was caused by lower sales prices per unit in the containerboard segment without a corresponding reduction in the cost of products sold. In addition, selling, general and administrative expenses included in both segments increased over the prior year partially due to additional selling, general and administrative costs being included from the Company's recent acquisitions.
	The operating profit of the containerboard segment is insignificant in 1997 compared to $37 million or 15.0% of net sales in 1996 and $80 million or 24.6% of net sales in 1995. The decrease in 1996, and continued decrease in 1997 is due to the reduction in sales prices resulting in less favorable gross profit margins. The increase in 1995 is due to increases in net sales and more favorable gross profit margins.
Item 7. Management's Discussion and Analysis of Financial Condition 	 and Results of Operations (continued)
	The operating profit of the industrial shipping containers segment is $13.2 million or 3.3% of net sales in 1997 compared to $17 million or 4.3% of net sales in 1996 and $9 million or 2.3% of net sales in 1995. The operating profits of this segment have been affected by severe price pressures on its products. However, due to the Company's ongoing efforts to reduce operating costs through cost control measures, manufacturing innovations and capital expenditures, the operating profits increased from 1994 to 1996. During 1997, the Company experienced lower profitability due to higher cost of materials without a corresponding increase in sales prices.
Restructuring Charge	
	During 1997, the Company adopted a plan to consolidate its operations which included the relocation of certain key operating employees, the realignment of some of its administrative functions and the reduction of certain support functions. As a result, there was a charge to income of $6.2 million during the fourth quarter.
Other Income
	Other income increased in 1997 due to $3 million of additional sales of timber properties. Also, the Company sold its wood components plants and one of its injection molding facilities during the year which resulted in $3.7 million of gains on the sale of capital assets.
	Other income of the Company increased in 1996 due to the sale of timber properties in the United States and in Canada.
	In 1995, other income increased primarily due to the sale of timber properties under threat of acquisition by eminent domain and more salvage timber sales. The increase in volume of timber sales was accompanied by higher timber prices.
Interest Expense
	Interest expense increased $2.2 million as a result of additional debt issued in 1997 and 1996 relating to the acquisitions of the Company and certain capital improvements.
Item 7. Management's Discussion and Analysis of Financial Condition 	 and Results of Operations (continued)
Income Before Income Taxes
	Income before income taxes decreased $38.2 million in 1997 primarily due to less favorable gross profit margins than in the prior year. In addition, there was a $6.2 million charge related to the restructuring and a $2.2 million increase in interest expense. These reductions were offset by the $3 million of higher timber sales and $3.7 million of gains on the sale of certain facilities which no longer fit the business strategy of the Company.
	Income before income taxes decreased by $30.2 million in 1996 due to lower sales and less favorable gross profit margins than in the prior year. These reductions were offset by a $1.6 million increase in gains from timber sales as compared to 1995.
	In 1995, income before income taxes increased because of higher sales and more favorable gross profit margins. In addition, as discussed above, there was an increase in the sale of timber and timber properties.
LIQUIDITY AND CAPITAL RESOURCES
	As indicated in the Consolidated Balance Sheets, elsewhere in this Report and in the financial data set forth above, 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 Company's financial strength is important to continue to achieve the following goals:
a. To protect the assets of the Company and the intrinsic value of shareholders' equity in periods of adverse economic conditions.
b. To respond to any large and presently unanticipated cash demands that might result from future adverse events.
c. To be able to benefit from new developments, new products and new opportunities in order to achieve the best results for our shareholders.
d. To continue to pay competitive remuneration, including the ever-increasing costs of employee benefits, to Company employees who produce the results for the Company's shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition 	 	and Results of Operations (continued)
e. To replace and improve plants and equipment. When plants and production machinery must be replaced, either because of wear or to obtain the cost- reducing potential of technological improvement required to remain a low- cost producer in the highly competitive environment in which the Company operates, the cost of new plants and machinery are often significantly higher than the historical cost of the items being replaced. 	
The Company, during 1997, invested approximately $36 million in capital additions and $42 million for its acquisitions. During the last three years, the Company has invested $223 million in capital additions and acquisitions.
	During 1997, the Company purchased three corrugated container companies, Aero Box Company, Independent Container, Inc. and Centralia Container, Inc. In addition, the Company purchased two steel drum operations. Furthermore, one of the paper mills added a power plant to its operations and a corrugated carton plant had a major addition to its facility which included more machinery and equipment.
	As discussed in the 1996 Annual Report, Virginia Fibre Corporation, a subsidiary of the Company, made significant improvements to its facilities by adding a new woodyard and a manufacturing control system. Greif Board Corporation, a subsidiary of the Company, made significant improvements to its machinery and equipment. In addition, Michigan Packaging Company, a subsidiary of the Company, built a new manufacturing plant in Mason, Michigan that was completed in November 1995. The Company purchased two corrugated container companies, Decatur Container Corporation and Kyowva Corrugated Container Company, Inc. in 1996.
	While there is no commitment to continue such a practice, at least one new manufacturing plant or a major addition to an existing plant has been undertaken in each of the last three years.
On December 10, 1997, the Company signed a non-binding letter of intent to acquire all of the outstanding shares of KMI Continental Fibre Drum, Inc., Fibro Tambor, S.A. de C.V., Sonoco Plastic Drum, Inc. from Sonoco Products and their interest in Total Packaging Systems of Georgia, LLC for approximately $225 million in cash. The acquisition is subject to satisfactory completion of due diligence by the Company and receipt of all required governmental approvals. In addition, the Company has approved future purchases, primarily for equipment, of approximately $7 million.
Item 7. Management's Discussion and Analysis of Financial Condition 	 and Results of Operations (concluded)
	Self-financing and borrowing have been the primary sources for past capital expenditures and acquisitions. The Company will attempt to finance future capital expenditures and acquisitions in a like manner. Long term obligations are higher at October 31, 1997 compared to October 31, 1996 due to additional long term debt related to its acquisitions and capital improvements. The increase caused by this debt was partially offset by the payment of long term debt during 1997.
	These investments are an indication of the Company's commitment to be the quality, low-cost producer and the desirable long term supplier to all of our customers.
	Management believes that the present financial strength of the Company will be sufficient to achieve the foregoing goals.
	In spite of such necessary financial strength, the Company's industrial shipping containers business, where packages manufactured by Greif Bros. Corporation are purchased by other manufacturers and suppliers, is wholly subject to the general economic conditions and business success of the Company's customers.
	Similarly, the Company's containerboard and related products business is subject to the general economic conditions and the effect of the operating rates of the containerboard industry, including pricing pressures from its competitors.
	The historical financial strength generated by these segments has enabled them to remain independently liquid during adverse economic conditions.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
	Except for the historical information contained herein, the matters discussed in this Annual Report 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 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
	Not applicable at this time
Item 8.
Item 8. Financial Statements and Supplementary Data
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
	Due to the special characteristics of the Company's two classes of stock (see Note 5), 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
Item 8. Financial Statements and Supplementary Data (continued)
Item 8. Financial Statements and Supplementary Data (continued)
Item 8. Financial Statements and Supplementary Data (continued)
Item 8. Financial Statements and Supplementary Data (continued)
Item 8. Financial Statements and Supplementary Data (continued)
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
	The Consolidated Financial Statements include the accounts of Greif Bros. Corporation and its subsidiaries (the Company). All intercompany transactions and balances have been eliminated in consolidation.
Revenue Recognition
	Revenue is recognized when goods are shipped.
Income Taxes
	Income taxes are accounted for under Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". In accordance with this statement, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by tax rates currently in effect.
Cash and Cash Equivalents
	The Company considers highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Included in these amounts are repurchase agreements and certificates of deposit of $4,800,000 and $4,700,000, respectively, in 1997 ($6,100,000 and $13,400,000, respectively, in 1996).
Canadian Government Securities
	The Canadian government securities are classified as available-for-sale and, as such, are reported at their fair value which approximates amortized cost. These securities have maturities to 2002.
	During 1997, the Company received $10,600,000 in proceeds from the sale of available-for-sale securities ($3,600,000 in 1995). The realized gains and losses included in income are immaterial.
Item 8. Financial Statements and Supplementary Data (continued)
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. If inventories were stated on the first-in, first-out basis, the balance would be $47,000,000 greater in 1997, $48,400,000 greater in 1996 and $57,600,000 greater in 1995. During 1997, 1996 and 1995, the Company experienced slight LIFO liquidations which were deemed to be immaterial to the Consolidated Financial Statements.
Properties, Plants and Equipment
	Depreciation on properties, plants and equipment is provided by the straight-line method over the estimated useful lives of the assets. Accelerated depreciation methods are used for income tax purposes. Expenditures for repairs and maintenance are charged to income as incurred.
	Depletion on timber properties is computed on the basis of cost and the estimated recoverable timber acquired.
	When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as applicable.
Goodwill
	Goodwill is amortized on a straight-line basis over fifteen years. The Company periodically reviews its goodwill to determine if an impairment has occurred. Accumulated amortization was $1,052,000 at October 31, 1997 ($19,000 at October 31, 1996).
Fair Value of Financial Instruments
	The carrying amounts of cash and cash equivalents, Canadian government securities and long term obligations approximate their fair values.
	The fair value of long term obligations is estimated based on quoted market prices on current rates offered to the Company for debt of the same remaining maturities. The carrying values of the interest rate swap agreements (see Note 4) approximate their fair values, as determined by the counterparties.
Item 8. Financial Statements and Supplementary Data (continued)
Foreign Currency Translation
	In accordance with SFAS No. 52, "Foreign Currency Translation", the assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current rate of exchange existing at year-end and revenues and expenses are translated at the average monthly exchange rates.
	The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company's foreign operations, are presented in the Consolidated Statements of Changes in Shareholders' Equity. The transaction gains and losses included in income are immaterial.
Use of Estimates
	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from those estimates.
Operations by Industry Segment
	Information concerning the Company's industry segments, presented on pages 3-4 of this Form 10-K, is an integral part of these financial statements.
Recent Accounting Standards
	During 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings Per Share", SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information".
	SFAS No. 128 (effective in 1998 for the Company) requires companies to present basic earnings per share and diluted earnings per share. The adoption of the new standard is not expected to have a material effect on the presentation of earnings per share.
	SFAS No. 130, which will not be effective until 1999 for the Company, requires companies to present comprehensive income, which is comprised of net income and other charges and credits to equity that are not the result of transactions with the owners, in its financial statements. Currently, the only item in addition to net income that would be included in comprehensive income is the cumulative translation adjustment.
Item 8. Financial Statements and Supplementary Data (continued)
	SFAS No. 131, which will not be effective until 1999 for the Company, requires that reporting segments be redefined in terms of a company's operating segments. Adoption of the new standard is not expected to have a significant impact on the presentation of the Company's segments.
NOTE 2 - ACQUISITIONS AND DISPOSITIONS
	In November 1996, the Company purchased the assets of Aero Box Company, a corrugated container company, located in Michigan. In March 1997, the Company acquired the assets of two steel drum manufacturing plants located in California and Ontario, Canada. In May 1997, the Company purchased all of the outstanding common stock of Independent Container, Inc., a corrugated container company with two locations in Kentucky and a location in Indiana. In June 1997, the Company purchased all of the outstanding common stock of Centralia Container, Inc., located in Illinois.
	The acquisitions have 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 has been recorded as goodwill. The Consolidated Financial Statements include the operating results of each business from the date of acquisition. Pro forma results of operations have not been presented because the results of these acquisitions were not significant to the Company.
	In February 1997, the Company sold its injection molding plant in Ohio. In addition, the Company sold its wood component facilities, which manufactured door panels, wood moldings and window and door parts, with locations in Kentucky, California, Washington and Oregon in August 1997. The transactions resulted in a gain of $3.7 million which is included in other income.
NOTE 3 - RESTRUCTURING COSTS
	During the fourth quarter of 1997, the Company adopted a plan to consolidate its operations. This plan included the relocation of certain key operating people to the corporate office. In addition, there was a realignment of some of the administrative functions that were being performed at the subsidiary and division offices which resulted in some staff reductions. Finally, costs associated with the reduction of certain support functions were incurred. As a result, a restructuring charge of $6.2 million, consisting primarily of severance benefits, was recorded in the results of operations during the fourth quarter of 1997.
Item 8. Financial Statements and Supplementary Data (continued)
NOTE 4 - LONG TERM OBLIGATIONS
Long term obligations have generally resulted from acquisitions and capital improvements. Certain loan agreements contain debt covenants related to the financial position or results of operations of the Company.
The Company has a revolving credit agreement and lines of credit totaling $62 million. At October 31, 1997, the Company has $47 million available under its revolving credit agreement and lines of credit.
During 1997, the Company entered into interest rate swap agreements with aggregate notional amounts of $32,685,000 without the exchange of underlying principal. The interest rate swaps were entered into to manage the Company's exposure to variable rate debt. Under such agreements, the Company receives interest from the counterparties equal to amounts incurred under its existing variable rate debt, and pays interest to the counterparties at fixed rates ranging from 6.43% to 7.39%. The differential to be paid and received under such agreements is recorded as an adjustment to interest expense and is included in interest receivable or payable. The agreements expire within seven years.
Annual maturities of long term obligations are $8,504,000 in 1998, $7,895,000 in 1999, $22,737,000 in 2000, $7,503,000 in 2001, $3,049,000 in 2002 and $2,464,000 thereafter.
Item 8. Financial Statements and Supplementary Data (continued)
During 1997, the Company paid $3,726,000 of interest ($862,000 in 1996 and $1,359,000 in 1995) related to the long term obligations. Interest of $1,163,000 in 1997, $569,000 in 1996 and $780,000 in 1995 was capitalized.
During 1997, the capital lease obligation relating to land, building and machinery and equipment at one of the Company's plant locations was assumed by another party through the disposal of a plant. The amount that was capitalized under this agreement was $2,708,000 and had accumulated depreciation of $606,000 as of October 31, 1996.
The Company has entered into non-cancelable operating leases for buildings and office space. The future minimum lease payments for the non- cancelable operating leases are $1,473,000 in 1998, $992,000 in 1999, $630,000 in 2000, $578,000 in 2001, $298,000 in 2002 and $250,000 thereafter. Rent expense was $5,684,000 in 1997, $3,592,000 in 1996 and $3,246,000 in 1995.
NOTE 5 - CAPITAL STOCK
	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 shareholders, 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 6 - STOCK OPTIONS
	In 1996, a Directors' Stock Option Plan (Directors' Plan) was adopted which provides the granting of stock options to Directors who are not employees of the Company. The aggregate number of the Company's Class A Common Stock which options may be granted may not exceed 100,000 shares. Under the terms of the Directors' Plan, options are granted at exercise prices equal to the market value on the date options are granted and become exercisable immediately. As of October 31, 1997, no options have been exercised. Options expire ten years after date of grant.
Item 8. Financial Statements and Supplementary Data (continued)
	During 1995, the Company adopted an Incentive Stock Option Plan (Option Plan) which provides the discretionary granting of incentive stock options to key employees and non-statutory options for non-employees. The aggregate number of the Company's Class A Common Stock which options may be granted shall not exceed 1,000,000 shares. Under the terms of the Option Plan, options are granted at exercise prices equal to the market value on the date the options are granted and become exercisable after two years from the date of grant. Options expire ten years after date of grant.
	In 1997, 136,500 incentive stock options were granted with option prices of $30.00 per share. Under the Directors' Plan, 12,000 options were granted to outside directors with option prices of $30.50 per share.
	In 1996, 152,100 incentive stock options were granted with option prices of $29.62 per share. Under the Directors' Plan, 12,000 options were granted to outside directors with option prices of $30.00 per share.
	In 1995, 155,000 and 44,500 incentive stock options were granted with option prices of $26.19 per share and $22.94 per share, respectively. In addition, 10,000 non-statutory options were granted with option prices of $23.75 per share.
	The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations in accounting for its stock option plans. If compensation cost would have been determined based on the fair values at the date of grant under SFAS No. 123, "Accounting for Stock-Based Compensation", pro forma net income and earnings per share would have been as follows (Dollars in thousands, except per share amounts):
Item 8. Financial Statements and Supplementary Data (continued)
	There are 181,000 options which were exercisable at October 31, 1997 (12,000 options at October 31, 1996).
	During 1996, the Company purchased all rights to options granted under a stock option plan at one of its subsidiaries and subsequently eliminated the plan.
Item 8. Financial Statements and Supplementary Data (continued)
NOTE 7 - INCOME TAXES
Item 8. Financial Statements and Supplementary Data (continued)
NOTE 8 - RETIREMENT PLANS
	The Company has non-contributory defined benefit pension plans that cover most of its employees. These plans include plans self-administered by the Company along with Union administered multi-employer plans. The self- administered hourly and Union plans' benefits are based primarily upon years of service. The self-administered salaried plans' benefits are based primarily on years of service and earnings. The Company contributes an amount that is not less than the minimum funding nor more than the maximum tax-deductible amount to these plans. The plans' assets consist of unallocated insurance contracts, equity securities, government obligations and the allowable amount of the Company's stock (127,752 shares of Class A Common Stock and 77,755 shares of Class B Common Stock at October 31, 1997 and 1996).
Item 8. Financial Statements and Supplementary Data (continued)
Item 8. Financial Statements and Supplementary Data (continued)
Item 8. Financial Statements and Supplementary Data (continued)
	In addition to the pension plans, the Company has several voluntary 401(k) savings plans which cover eligible employees at least 21 years of age with one year of service. For certain plans, the Company matches 25% of each employees contribution, up to a maximum of 5% or 6% of base salary. Company contributions to the 401(k) plans were $350,000 in 1997, $234,000 in 1996 and $27,000 in 1995.
NOTE 9 - SUBSEQUENT EVENT
	On December 10, 1997, the Company signed a non-binding letter of intent to acquire all of the outstanding shares of KMI Continental Fibre Drum, Inc., Fibro Tambor, S.A. de C.V. and Sonoco Plastic Drum, Inc., which are wholly-owned subsidiaries of Sonoco Products Co. (Sonoco). In addition, the Company would purchase Sonoco's interest in Total Packaging Systems of Georgia, LLC. These companies comprise the entire industrial container group of Sonoco and last year had combined annual net sales of approximately $210 million. The acquisition of these operations includes twelve fibre drum plants and five plastic drum plants along with facilities for research and development, packaging services and distribution.
The purchase price will be approximately $225 million in cash and is subject to regulatory approval and due diligence review.
Item 8. Financial Statements and Supplementary Data (continued)
REPORT OF MANAGEMENT'S RESPONSIBILITIES
To the Shareholders of Greif Bros. Corporation
	The Company's management is responsible for the financial and operating information included in this Annual Report to Shareholders, including the Consolidated Financial Statements of Greif Bros. Corporation and its subsidiaries. These statements were prepared in accordance with generally accepted accounting principles and, as such, include certain estimates and judgments made by management.
	The system of internal accounting control, which is designed to provide reasonable assurance as to the integrity and reliability of financial reporting, is established and maintained by the Company's management. This system is continually reviewed by the internal auditor of the Company. In addition, Price Waterhouse LLP, an independent accounting firm, audits the financial statements of Greif Bros. Corporation and its subsidiaries and considers the internal control structure of the Company in planning and performing its audit. The Audit Committee of the Board of Directors meets periodically with the internal auditor and independent accountants to discuss the internal control structure and the results of their audits.
/s/ Michael J. Gasser	 		/s/ Joseph W. Reed Michael J. Gasser		 	Joseph W. Reed Chairman and Chief Executive Officer	 Chief Financial Officer and 		 		 Secretary
Item 8. Financial Statements and Supplementary Data (continued)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and the Board of Directors of Greif Bros. Corporation
	In our opinion, the consolidated financial statements listed in the index appearing under Item 14(a)(1) on page 48 present fairly, in all material respects, the financial position of Greif Bros. Corporation and its subsidiaries at October 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years ended October 31, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP 	Columbus, Ohio 		 November 26, 1997, except as to Note 9, 	 	which is as of December 10, 1997
Item 8. Financial Statements and Supplementary Data (concluded)
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	There has not been a change in the Company's principal independent accountants and there were no matters of disagreement on accounting and financial disclosure.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
	Information with respect to Directors of the Company and disclosures pursuant to Item 405 of Regulation S-K is incorporated by reference to the Registrant's Proxy Statement, which Proxy Statement will be filed within 120 days of October 31, 1997. Information regarding the executive officers of the Registrant may be found under the caption "Executive Officers of the Company" in Part I, and is also incorporated by reference into this Item 10.
Item 11.
Item 11. Executive Compensation
	Information with respect to Executive Compensation is incorporated herein by reference to the Registrant's Proxy Statement, which Proxy Statement will be filed within 120 days of October 31, 1997.	 	 Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
	Information with respect to Security Ownership of Certain Beneficial Owners and Management is incorporated herein by reference to the Registrant's Proxy Statement, which Proxy Statement will be filed within 120 days of October 31, 1997.
Item 13.
Item 13. Certain Relationships and Related Transactions
	Information with respect to Certain Relationships and Related Transactions is incorporated herein by reference to the Registrant's Proxy Statement, which Proxy Statement will be filed within 120 days of October 31, 1997.
PART IV
Item 14.
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K 		 (continued)
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K 		 (concluded)
(b) Reports on Form 8-K
(1) No reports on Form 8-K have been filed during the last quarter of fiscal 1997.
	All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
	The individual financial statements of the Registrant have been omitted since the Registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements, in the aggregate, do not have minority equity interests and/or indebtedness to any person other than the Registrant or its consolidated subsidiaries in amounts which exceed 5% of total consolidated assets at October 31, 1997, except indebtedness incurred in the ordinary course of business which is not in default.
SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) 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 January 26, 1998 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 Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael J. Gasser /s/ Joseph W. Reed Michael J. Gasser Joseph W. Reed Chairman of the Board of Directors Chief Financial Officer and Chief Executive Officer Secretary (principal executive officer) (principal financial officer)
/s/ John K. Dieker Charles R. Chandler * John K. Dieker Charles R. Chandler Corporate Controller Member of the Board of Directors (principal accounting officer)
Michael H. Dempsey * Naomi C. Dempsey * Michael H. Dempsey Naomi C. Dempsey Member of the Board of Directors Member of the Board of Directors
Daniel J. Gunsett * Allan Hull * Daniel J. Gunsett Allan Hull Member of the Board of Directors Member of the Board of Directors
Robert C. Macauley * David J. Olderman * Robert C. Macauley David J. Olderman Member of the Board of Directors Member of the Board of Directors
William B. Sparks, Jr. * J Maurice Struchen * William B. Sparks, Jr. J Maurice Struchen Member of the Board of Directors Member of the Board of Directors
[Signatures continued on the next page]
* The undersigned, Michael J. Gasser, by signing his name hereto, does hereby execute this Annual Report on Form 10-K on behalf of each of the above-named persons pursuant to powers of attorney duly executed by such persons and filed as an exhibit to this Annual Report on Form 10-K.
By	/s/ Michael J. Gasser Michael J. Gasser Chairman of the Board of Directors Chief Executive Officer
Each of the above signatures is affixed as of January 26, 1998.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Greif Bros. Corporation
	Our audits of the consolidated financial statements referred to in our report dated November 26, 1997, except as to Note 9, which is as of December 10, 1997, appearing on page 45 of this Form 10-K also included an audit of the Financial Statement Schedules listed in Item 14(a)(2) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ Price Waterhouse LLP
Columbus, Ohio November 26, 1997, except as to Note 9, which is as of December 10, 1997