GREIF, INC — Director's Dealing 2008

Dec 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF,GEF.B)
CIK: 0000043920
Period of Report: 2008-07-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-21	Class B Common Stock	G	100000	$0.00	Disposed	0	Direct
2008-07-21	Class B Common Stock	G	100000	$0.00	Acquired	0	Indirect
2008-11-05	Class B Common Stock	G	100000	$0.00	Disposed	0	Direct
2008-11-05	Class B Common Stock	G	100000	$0.00	Acquired	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	677300	Direct
Class B Common Stock	211860	Indirect
Class B Common Stock	2854	Indirect
Class B Common Stock	10751808	Indirect
Class B Common Stock	336000	Indirect

Footnotes

F1: Transaction reflects gift by Michael H. Dempsey to a granter retained annuity trust of which Michael H. Dempsey is the trustee.

F2: See footnote number 4 below for securities owned directly by Michael H. Dempsey after reported transactions.

F3: See foot number 8 below for securities owned after reported transactions by grantor retained annuity trusts of which Mr. Dempsey is the trustee.

F4: Securities owned directly by Michael H. Dempsey after reported transactions.

F5: By a charitable lead annuity trust of which Michael H. Dempsey is the trustee.

F6: By a family trust. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the reporting person is the beneficial owner for the purpose of Section 16 or for any other purpose.

F7: By family trusts of which Michael H. Dempsey is the trustee.

F8: By grantor retained annuity trusts of which Michael H. Dempsey is the trustee.