GREIF, INC — Director's Dealing 2004

Feb 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF,GEF.B)
CIK: 0000043920
Period of Report: 2004-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-23	Class A Common Stock	M	2000	$30.00	Acquired	2000	Indirect
2004-02-23	Class A Common Stock	M	2000	$30.50	Acquired	4000	Indirect
2004-02-23	Class A Common Stock	M	2000	$26.8125	Acquired	6000	Indirect
2004-02-23	Class A Common Stock	M	2000	$29.875	Acquired	8000	Indirect
2004-02-23	Class A Common Stock	M	2000	$27.375	Acquired	10000	Indirect
2004-02-23	Class A Common Stock	M	2000	$33.95	Acquired	12000	Indirect
2004-02-23	Class A Common Stock	M	2000	$18.70	Acquired	14000	Indirect
2004-02-23	Class A Common Stock	F	9689	$33.70	Disposed	4311	Indirect
2004-02-23	Class A Common Stock	F	1962	$34.60	Disposed	2349	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Class A Common Stock	$30.00	M	2000	Disposed	2006-09-05	Class A Common Stock (2000)	Indirect
2004-02-23	Class A Common Stock	$30.50	M	2000	Disposed	2007-02-24	Class A Common Stock (2000)	Indirect
2004-02-23	Class A Common Stock	$26.8125	M	2000	Disposed	2009-02-22	Class A Common Stock (2000)	Indirect
2004-02-23	Class A Common Stock	$29.875	M	2000	Disposed	2010-02-28	Class A Common Stock (2000)	Indirect
2004-02-23	Class A Common Stock	$27.375	M	2000	Disposed	2011-02-26	Class A Common Stock (2000)	Indirect
2004-02-23	Class A Common Stock	$33.95	M	2000	Disposed	2012-02-25	Class A Common Stock (2000)	Indirect
2004-02-23	Class A Common Stock	$18.70	M	2000	Disposed	2013-02-24	Class A Common Stock (2000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	874	Direct
Class B Common Stock	508077	Direct
Class B Common Stock	113525	Indirect
Class B Common Stock	5375904	Indirect

Footnotes

F1: These stock options belonged to Naomi C. Dempsey. Upon her death, they became part of the Naomi C. Dempsey Trust. Michael Dempsey is the trustee of the Naomi C. Dempsey Trust.

F2: Michael Dempsey is the trustee of the Naomi C. Dempsey Charitable Lead Annuity Trust.

F3: Michael Dempsey is the trustee of the Naomi C. Dempsey Trust.

F4: The remaining 2000 stock options expired without being exercised due to the exercise price being greater than the current stock price.