EXHIBIT 15
August 6, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our report dated August 6, 2004 on our review of interim
financial information of W. R. Grace & Co. (the "Company") for the three and six
month periods ended June 30, 2004 and June 30, 2003 and included in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
is incorporated by reference in its Registration Statements on Forms S-8 (Nos.
333-37024, 333-49083, 333-49507, 333-49509, 333-49511, 333-49513, 333-49515,
333-49517, 333-49703 and 333-49705).

Very truly yours,



/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
McLean, Virginia