GREIF, INC — Director's Dealing 2003

Jul 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF,GEF.B)
CIK: 0000043920
Period of Report: 2003-07-14

Reporting Person: DEMPSEY MICHAEL H (Director, 10% Owner)

Footnotes

F1: Naomi C. Dempsey died on July 14, 2003. At the time of her death, all of Ms. Dempsey's shares of Class B Common Stock of Greif, Inc. were owned by the Naomi C. Dempsey Trust (the "NCD Trust"). During her lifetime, Ms. Dempsey was the trustee of, and retained the right to revoke, the NCD Trust. Therefore, Ms. Dempsey reported these shares as being directly owned by her. At Ms. Dempsey's death, the reporting person automatically became the successor trustee of the NCD Trust. The reporting person is also a beneficiary of the NCD Trust. Therefore, the reporting person has indirect beneficial interest in the shares owned by the NCD Trust.

F2: The number of shares is owned indirectly as follows: (a) 5,375,904 shares are owned by the NCD Trust (the NCD Trust is also a separate reporting person); (b) 116,175 shares are owned by the Naomi C. Dempsey Charitable Lead Annuity Trust (the "NCDCLA Trust"); (c) 278,500 shares are owned by the John C. Dempsey Trust; (d) 1,663,040 shares are owned by the Naomi A. Coyle Trust (this trust is also a separate reporting person). Mr. Dempsey also owns 129,052 shares directly.