EXHIBIT 99.2

      CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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 September 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: November 13, 2002