Delaware                                     31-4388903
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 (State of Incorporation or Organization)        (I.R.S. Employer Identification
                                                             No.)


    425 Winter Road, Delaware, Ohio                         43015
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(Address of Principal Executive Offices)                  (Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[ ]

Securities Act registration statement file number to which this form relates: _________________

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                         Name of Each Exchange on Which
to be so Registered                         Each Class is to be Registered
-----------------------------------         --------------------------------------------

Class A Common Stock, without par value     New York Stock Exchange

Class B Common Stock, without par value     New York Stock Exchange

Item 1. Description of Registrant's Securities to be Registered.

This registration statement relates to the registration of the following classes of Common Stock of Greif Bros. Corporation, a Delaware corporation (the "Company"): (a) Class A Common Stock, without par value (the "Class A Common Stock"); and (b) Class B Common Stock, without par value (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock").

The Company is authorized to issue 49,280,000 shares of capital stock, consisting of 32,000,000 shares of Class A Common Stock and 17,280,000 shares of Class B Common Stock. A description of the Common Stock and the designations, preferences and restrictions, if any, and the voting rights or restrictions or qualifications of each class of Common Stock are as follows.

Dividends

The holders of shares of Class A Common Stock are entitled to receive dividends on a cumulative basis on the Class A Common Stock in an amount equal to $0.01 per share per annum, payable quarterly on the first day of January, April, July and October of each year, before any dividend (whether in cash, property, stock or otherwise) may be declared, set apart for payment or paid upon any shares of Class B Common Stock. After the full dividend for a year and any arrearages for preceding years have been declared and paid to, or set apart for, the holders of shares of Class A Common Stock, the holders of shares of Class B Common Stock may receive dividends on a noncumulative basis in an amount up to $0.005 per share per annum, subject to the condition that the surplus or net profits of the Company, after the payment of any such dividends on shares of Class B Common Stock, must be at least equal to the sum required for the payment in full of the cumulative dividends on shares of Class A Common Stock for one year. Thereafter, the holders of shares of Common Stock participate in any further distribution of dividends in the proportion of $0.01 per share to the holders of Class A Common Stock and $0.015 per share to the holders of Class B Common Stock.

Dividends upon either class of Common Stock are payable only out of the surplus or net profits of the Company, as determined by the Board of Directors, and only as and when declared by the Board of Directors.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, the holders of shares of Class A Common Stock are entitled to be paid cumulative dividends accrued on the Class A Common Stock plus $0.15625 per share before any distribution or payment may be made to the holders of shares of Class B Common Stock. After the full payment to the holders of shares of Class A Common Stock as described in the preceding sentence, the holders of shares of Class B Common Stock are entitled to be paid $0.15625 per share. After payment in full to the holders of Class A Common Stock and Class B Common Stock, as described in the preceding sentences, all remaining assets are distributed to the holders of Common Stock on a pro rata basis.

Voting

The holders of shares of Class B Common Stock are entitled to one vote per share for the election of directors and on all other matters submitted to a vote of stockholders. Except as described below, the holders of shares of Class A Common Stock have no voting rights and are not entitled to notice of meetings of the stockholders.

The holders of shares of Class A Common Stock are entitled to one vote per share for the election of directors and on all other matters submitted to a vote of stockholders, and are entitled to notice of meetings of the stockholders, if, at any time, four quarterly cumulative dividends upon the Class A Common Stock are in default or unpaid in whole or in part. The voting rights of the Class A Common Stock continue until all arrearages in the payment of cumulative dividends upon the Class A Common Stock have been paid and the dividends thereon for the current dividend have been declared and the funds for the payment thereof set aside. Thereafter, if and when the defaulted dividends are paid in full and provisions made for the payment of current dividends, holders of shares of Class A Common Stock are divested of such voting rights; subject always to the same provisions for the vesting of such voting rights in the case of any similar default or defaults in the payment of four quarterly cumulative dividends upon the Class A Common Stock and the divesting of such voting rights in the event that such default or defaults are cured.

Other Matters

The holders of Common Stock have no preemptive, conversion, or other subscription rights, and the Common Stock does not have any redemption or sinking fund provisions. Holders of shares of Common Stock are not entitled to cumulative voting for the election of directors. All outstanding shares of Common Stock are validly issued, fully paid and nonassessable.

Certain Provisions of the Organizational Documents and Delaware Law

The Company's certificate of incorporation and Delaware law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of the Company, even when these attempts may be in the best interests of stockholders.

The Company's certificate of incorporation and by-laws contain a number of provisions relating to corporate governance and to the rights of stockholders. These provisions include (a) the authority of the Board of Directors to determine the exact number of directors, (b) the authority of the Board of Directors to fill vacancies on the Board of Directors, and (c) the requirement for stockholders to follow certain procedures in order for them to bring proposals before a meeting of the Company's stockholders.

The Company is subject to Section 203 of the Delaware General Corporation Law which, with certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any "interested stockholder" for a period of three years following the date that such stockholder became an interested stockholder, unless: (i) prior to such date, the Board of Directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (a) by persons who are directors and officers and (b) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or after such date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. An "interested stockholder" is defined as any person that is (a) the owner of 15% or more of the outstanding voting stock of the corporation or (b) an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder.

Item 2.    Exhibits.

Exhibit No.   Description of Exhibit

3(a)          Amended and Restated Certificate of Incorporation of Greif Bros.
              Corporation.

3(b)          Amended and Restated By-Laws of Greif Bros. Corporation.

3(c)          Amendment to Amended and Restated By-Laws of Greif Bros.
              Corporation.

4(a)          Specimen of stock certificate representing shares of Class A
              Common Stock, without par value, of Greif Bros. Corporation.

4(b)          Specimen of stock certificate representing shares of Class B
              Common Stock, without par value, of Greif Bros. Corporation.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 25, 2002                     GREIF BROS. CORPORATION




                                              By /s/ Donald S. Huml
                                                 -------------------------------
                                                 Donald S. Huml,
                                                 Chief Financial Officer

                                  EXHIBIT INDEX

                                                      If Incorporated by Reference, Document
Exhibit No.     Description of Exhibit                with which Exhibit was Filed with SEC
----------      ----------------------                -------------------------------------

3(a)            Amended and Restated Certificate of   Annual Report on Form 10-K for the fiscal year ended
                Incorporation of Greif Bros.          October 31, 1997, File No. 1-566 (see Exhibit 3(a)
                Corporation.                          therein).

3(b)            Amended and Restated By-Laws of       Annual Report on Form 10-K for the fiscal year ended
                Greif Bros. Corporation.              October 31, 1997, File No. 1-566 (see Exhibit 3(b)
                                                      therein).

3(c)            Amendment to Amended and Restated     Annual Report on Form 10-K for the fiscal year ended
                By-Laws of Greif Bros. Corporation.   October 31, 1998, File No. 1-566 (see Exhibit 3(c)
                                                      therein).

4(a)            Specimen of stock certificate         Included herein.
                representing shares of Class A
                Common Stock, without par value, of
                Greif Bros. Corporation.

4(b)            Specimen of stock certificate         Included herein.
                representing shares of Class B
                Common Stock, without par value, of
                Greif Bros. Corporation.

[Front of Stock Certificate]

[Eagle Logo]

Number                                                                    Shares
GU _____                                                                   _____


                                                          CUSIP 397624 10 7

                                             See Reverse For Certain Definitions

This is to Certify that
is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES, WITHOUT NOMINAL OR PAR VALUE OF THE CLASS A COMMON STOCK OF GREIF BROS. CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly assigned.

The Class A Common Stock is entitled to the rights and privileges, and subject to the restrictions and limitations set forth on the reverse side of this Certificate and as further provided in the Certificate of Incorporation of the Corporation.

This Certificate is not valid until countersigned by the transfer agent and registrar.

IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be hereunto affixed.

Dated:

/s/ Gary R. Martz                                     /s/ William B. Sparks, Jr.
    Secretary                                             President

[Corporate seal of Greif Bros. Corporation]

Countersigned and Registered
National City Bank,
(Cleveland, Ohio)
Transfer Agent and Registrar

By______________________________
Authorized Officer

[Back of Stock Certificate]

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the corporation, and the qualifications, limitations or restrictions of such preferences and/or rights, such request may be made to the office of the Secretary of the Corporation or to the transfer agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT-............. Custodian............
                                                              (Cust)                (Minor)
TEN ENT - as tenants by the                           under Uniform Gifts to Minors
          Entireties

JT TEN - as joint tenants with right                  Act.................................
         of survivorship and not as                                (State)
         tenants in common/

Additional abbreviations may also be used though not in the above list.

For Value Received,_____________________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

__________________________________________________________________________Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________ ________________________________________________________________________Attorney to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated ____________________________

NOTICE: the signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

[Front of Stock Certificate]
[Eagle Logo]

Number                                                                   Shares
GB ____                                                                   _____


                                                      CUSIP 397624 20 6

This is to Certify that
is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES, WITHOUT NOMINAL OR PAR VALUE OF THE CLASS B COMMON STOCK OF GREIF BROS. CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly assigned.

The Class B Common Stock is entitled to the rights and privileges, and subject to the restrictions and limitations set forth on the reverse side of this Certificate and as further provided in the Certificate of Incorporation of the Corporation.

This Certificate is not valid until countersigned by the transfer agent and registrar.

IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be hereunto affixed.

Dated:

/s/ Gary R. Martz                                     /s/ William B. Sparks, Jr.
    Secretary                                             President

[Corporate seal of Greif Bros. Corporation]

Transfer Agent
Validated and Registered
GREIF BROS. CORPORATION

By Michael J. Gasser
Chairman of the Board and
Chief Executive Officer

[Back of Stock Certificate]
GREIF BROS. CORPORATION

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the corporation, and the qualifications, limitations or restrictions of such preferences and/or rights, such request may be made to the office of the Secretary of the Corporation or to the transfer agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFT MIN ACT- ...... Custodian .......
                                                       (Cust)           (Minor)
TEN ENT - as tenants by the                       under Uniform Gifts to Minors
          Entireties

JT TEN - as joint tenants with right              Act .........................
         of survivorship and not as                          (State)
         tenants in common

Additional abbreviations may also be used though not in the above list.

For Value Received, ________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

_________________________________________________________________________ Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________ _______________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated __________________

NOTICE: the signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.