Registration No. 33-32151
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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W. R. GRACE & CO.
(Exact name of co-issuer as specified in its charter)
NEW YORK 13-3461988
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
ONE TOWN CENTER ROAD, BOCA RATON, FLORIDA 33486-1010
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 407/362-2000
GRACE ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 11-2516702
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
TWO GALLERIA TOWER, SUITE 1500
13455 NOEL ROAD, DALLAS, TEXAS 75240-6681
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 214/770-0200
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GRACE ENERGY CORPORATION
EMPLOYEES SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
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ROBERT B. LAMM
W. R. GRACE & CO.
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
407/362-1645
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
GRACE ENERGY CORPORATION
The purpose of this Post-Effective Amendment No. 2 to Registration State-
ment No. 33-32151 on Form S-8 ("Registration Statement") is to (1) deregister
the plan interests that remain registered in connection with the Employees Sav-
ings and Investment Plan ("Plan") of Grace Energy Corporation ("Company"), and
(2) withdraw the Registration Statement. In connection with the merger of GEC
Acquisition Corp. with and into the Company, the shares of the Company's common
stock, par value $1.00 per share, offered under the Plan were deregistered by
Post-Effective Amendment No. 1 to the Registration Statement and, effective
December 1, 1993, the Plan was merged into the W. R. Grace & Co. Salaried
Employees Savings and Investment Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrants
have duly caused this Amendment to the Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of Boca
Raton, State of Florida, on the 20th day of June, 1994.
W. R. GRACE & CO.
GRACE ENERGY CORPORATION
By /s/ Robert B. Lamm
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Robert B. Lamm
Agent for Service
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