EXHIBIT 99.2

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Robert M. Tarola (principal financial officer), state and attest that:

(4)      To the best of my knowledge, based upon a review of the covered reports
         of W. R. Grace & Co., and, except as corrected or supplemented in a
         subsequent covered report:

         o     No covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

         o     No covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

(5)      I have reviewed the contents of this statement with the Company's audit
         committee.

(6)      In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

         o     Annual Report on Form 10-K for the year-ended December 31, 2001
               of W. R. Grace & Co.

         o     All reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of W. R. Grace & Co. filed with the
               Commission subsequent to the filing of the Form 10-K identified
               above; and

         o     Any amendments to any of the foregoing.

Signature:  /s/  Robert M. Tarola         Subscribed and sworn to
            -----------------------       before me this 13th day of
Name:       Robert M. Tarola              August, 2002
            -----------------------
Date:       13 August 2002
            -----------------------

                                                   /s/ V. Bridget Sarikas
                                                   ----------------------
                                        [Seal]     Notary Public

                                                   My Commission Expires:

                                                      February 3, 2003