S-8 POS

As filed with the Securities and Exchange Commission on July 30, 2009

Registration No. 333-106343

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
to

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

GREIF, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	31-4388903
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
425 Winter Road, Delaware, Ohio	43015
(Address of principal executive offices)	(Zip Code)

Greif Board Hourly Employees 401 (k) Plan

(Full title of the plan)

Gary R. Martz, Esq.
Senior Vice President, General Counsel and Secretary
Greif, Inc.
425 Winter Road
Delaware, Ohio 43015
(740) 549-6000

Name, address and telephone number, including
area code, of agent for service)

with copies to

Joseph P. Boeckman, Esq.
Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, Ohio 43215-4260
(614) 228-1541

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

On June 20, 2003, Greif, Inc. (the “Company”) filed a registration statement on Form S-8, Registration Number 333-106343, with the Securities and Exchange commission to register participation interests in the Greif Board Hourly Employees 401 (k) Plan (the “Plan”) and shares of Class A Common Stock, without par value, of the Company (the “Shares”).

On December 31, 2003, the Plan was merged into the Greif 401(k) Retirement Plan, and the Plan ceased to exist. For that reason, the Company hereby requests that all unsold Shares be deregistered.

ITEM 8. EXHIBITS.

     The following documents are filed as exhibits to this Post-Effective Amendment No. 1 to Form S-8 Registration Statement:

		If Incorporated by Reference,
		Document with which Exhibit
Exhibit No.	Description of Exhibit	was Previously Filed with SEC
24	Powers of Attorney for Vicki L. Avril, Bruce A. Edwards, Mark A. Emkes, John F. Finn, Daniel J. Gunsett, Judith D. Hook and Patrick Norton	Included herein.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Delaware, State of Ohio, on July 30, 2009.

GREIF, INC.
By	/s/ Michael J. Gasser
	Michael J. Gasser, Chairman of the Board of
	Directors and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2009.

Signature	Title
/s/ Michael J. Gasser Michael J. Gasser	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Donald S. Huml Donald S. Huml	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Kenneth B. Andre III Kenneth B. Andre III	Vice President, Corporate Controller (Principal Accounting Officer)
Vicki L. Avril* Vicki L. Avril	Director
Bruce A. Edwards* Bruce A. Edwards	Director
Mark A. Emkes* Mark A. Emkes	Director
John F. Finn* John F. Finn	Director
Daniel J. Gunsett* Daniel J. Gunsett	Director
Judith D. Hook* Judith D. Hook	Director
Patrick J. Norton* Patrick J. Norton	Director

* The undersigned, Michael J. Gasser, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to Form S-8 Registration Statement on behalf of each of the above-named persons pursuant to powers of attorney duly executed by such persons and filed as exhibits to this Post-Effective Amendment No. 1 to Form S-8 Registration Statement.

/s/ Michael J. Gasser  

Michael J. Gasser, Attorney-in-Fact 

EX-24

Exhibit 24

GREIF, INC.

POWER OF ATTORNEY
For Form S-8 Registration Statements

     The undersigned, a director of Greif, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Michael J. Gasser and each of his successors to the office of Chief Executive Officer of the Company, and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place, and stead, in my capacity as director or officer of the Company, to execute any and all of the Company’s Registration Statements on Form S-8, and any and all amendments thereto (including post-effective amendments), to register under the Securities Act of 1933, as amended (the “Securities Act”), any shares of Class A Common Stock or Class B Common Stock of the Company for sale under, and pursuant to, any and all of the Company’s current or hereafter adopted or approved stock option plans or other “employee benefit plans” (as such term is defined under Rule 405 promulgated under the Securities Act), as such plans are currently amended or shall hereafter be amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     The undersigned has executed and delivered this Power of Attorney on the date set forth below the undersigned’s signature.

/s/ Vicki L. Avril	Director
Vicki L. Avril	Position (s) with the Company
Dated: June 3, 2008
/s/ Bruce A. Edwards	Director
Bruce A. Edwards	Position (s) with the Company
Dated: June 3, 2008
/s/ Mark A. Emkes	Director
Mark A. Emkes	Position (s) with the Company
Dated: June 3, 2008
/s/ John F. Finn	Director
John F. Finn	Position (s) with the Company
Dated: June 3, 2008
/s/ Daniel J. Gunsett	Director
Daniel J. Gunsett	Position (s) with the Company
Dated: June 3, 2008
/s/ Judith D. Hook	Director
Judith D. Hook	Position (s) with the Company
Dated: June 3, 2008
/s/ Patrick J. Norton	Director
Patrick J. Norton	Position (s) with the Company
Dated: June 3, 2008