SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  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):
                                   May 1, 1995


                               W. R. GRACE & CO.                        
                (Exact name of registrant as specified in charter)



                                    NEW YORK                            
                           (State or other jurisdiction
                                of incorporation)


               1-3720                                  13-3461988
          (Commission File No.)                       (IRS employer
                                                   identification no.)

              One Town Center Road, Boca Raton, Florida  33486-1010
         (Address of principal executive offices)      (Zip Code)



               Registrant's telephone number, including area code:
                                  (407) 362-2000









                                      PAGE








         Item 5.   Other Events.

                   On May 1, 1995, the Board of Directors of W. R. Grace
         & Co. ("Company") elected Mr. Albert J. Costello as the
         President and Chief Executive Officer of the Company effective
         immediately, and entered into a letter agreement ("Letter
         Agreement") with respect to the terms of such election.  The
         Letter Agreement provides that Mr. Costello will be elected by
         the Board as a director and Chairman of the Board promptly
         after the Company's May 10, 1995 Annual Meeting.  In connection
         therewith, the Company issued a press release ("Press
         Release"), dated May 1, 1995.

                   The foregoing is qualified in its entirety by
         reference to the Letter Agreement and the Press Release filed
         as exhibits hereto, which are incorporated herein by reference.

         Item 7.   Financial Statements, Pro Forma Financial Information
                   and Exhibits.

               10.1.    Letter Agreement, dated May 1, 1995, by and
                        between W. R. Grace & Co. and Mr. Albert J.
                        Costello.

               99.1.    Press Release, dated May 1, 1995.

























                                      PAGE








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


                                       W. R. GRACE & CO.



                                       By:   /s/ Robert B. Lamm         
                                          Name:  Robert B. Lamm
                                          Title: Vice President and 
                                                 Secretary





         Date:  May 1, 1995






























                                      PAGE








                                  EXHIBIT INDEX



         Exhibit                                                        
           No.              Description                                 

         10.1     Letter Agreement, dated May 1, 1995, by
                  and between W. R. Grace & Co. and Mr.
                  Albert J. Costello.

         99.1.    Press Release, dated May 1, 1995.






































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