W.R. Grace & Co. (GRA) 8-K Grace Reports Fourth Quarter and Full Year Financial Results

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934 

Date of report (Date of earliest event reported)                         January 24, 2006                                

W. R. GRACE & CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13953				65-0773649
(Commission File Number)				(IRS Employer Identification No.)
7500 Grace Drive Columbia, Maryland				21044
(Address of Principal Executive Offices)				(Zip Code)
(410) 531-4000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

W. R. GRACE & CO.

FORM 8-K
CURRENT REPORT

Item 2.02. Results of Operations and Financial Condition.

On January 24, 2006, W. R. Grace & Co. issued a press release announcing its financial results for the quarter and twelve months ended December 31, 2005. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference. This information shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits

	99.1	Press release issued by W. R. Grace & Co. announcing financial results for the quarter and twelve months ended December 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

				W. R. GRACE & CO.             (Registrant)
				By /s/ Mark A. Shelnitz Mark A. Shelnitz Secretary

Dated: January 26, 2006