EXHIBIT 99.5




                                   CONSENT OF
                     CREDIT SUISSE FIRST BOSTON CORPORATION


         We hereby consent to the use of our name and to the description of our
opinion letter, dated August 14, 1997, under the caption "Role of Financial
Advisors; Opinion of Grace Financial Advisors" in, and to the inclusion of such
opinion letter as Annex D to, the Joint Proxy Statement/Prospectus of Sealed Air
Corporation and W. R. Grace & Co., which Joint Proxy Statement/Prospectus is
part of the Registration Statement on Form S-4 of W. R. Grace & Co. By giving
such consent, we do not thereby admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "expert" as
used in, or that we come within the category of persons whose consent is
required under, the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

                                    /s/ Credit Suisse First Boston
                                    Corporation

                                    CREDIT SUISSE FIRST BOSTON CORPORATION


New York, New York
February 13, 1998