GREIF, INC — Director's Dealing 2010

Dec 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF,GEF.B)
CIK: 0000043920
Period of Report: 2010-12-22

Reporting Person: GUNSETT DANIEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-22	Class A Common Stock	M	17708.42	$70.79	Acquired	23351.42	Direct
2010-12-22	Class A Common Stock	D	17708.42	$62.15	Disposed	5643	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-22	Phantom Stock Units	$70.79	M	17708.42	Disposed	1988-08-08	Class A Common Stock (17708.42)	Direct

Footnotes

F1: Average of the high and low price of the underlying Class A Common Shares on the dates of the awards of Phantom Stock Units.

F2: Each Phantom Stock Unit was the economic equivalent of one share of GEF Class A Common Stock.

F3: The units were issued under the Issuer's deferred compensation plan for its directors. The units are to be settled in cash upon the earlier of (i) a future fixed date designated by the reporting person made at the time of the deferral election, or (ii) the reporting person's termination from the Board due to his retirement, death, disability or other reason.

F4: 4,839 shares are subject to restriction on transfer.

F5: The units are to be settled in cash upon the earlier of (i) a future fixed date designated by the reporting person made at the time of the deferral election, or (ii) the reporting person's termination from the Board due to his retirement, death, disability or other reason.