EXHIBIT 99.2

                        CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350), the undersigned certifies that (1) this Quarterly Report of W. R. Grace &
Co. (the "Company") on Form 10-Q for the period ended June 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (this "Report"),
fully complies with the requirements of Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and (2) the information contained
in this Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.

/s/  Robert M. Tarola
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Senior Vice President and
Chief Financial Officer


Date: August 13, 2002