#2635


CONTACT:  Chuck Suits or Mary Lou Kromer                     407 362-2600 or
                                                             800 GRACE99


                          GRACE AGREES TO SELL DEARBORN
                      TO BETZ LABORATORIES FOR $632 MILLION

            - WILL CREATE NEW $1.2 BILLION WATER TREATMENT COMPANY -


         BOCA RATON, Fla., March 11, 1996 - - W. R. Grace & Co. today announced
that it has entered into a definitive agreement to sell its Dearborn water
treatment and process chemicals business to Betz Laboratories, Inc. (NYSE: BTL),
based in Trevose, Penn., for $632 million in cash. The transaction is expected
to close in the second quarter.

         In commenting on the agreement, Grace's chairman, president and chief
executive officer, Albert J. Costello, said, "Today's agreement represents
significantly enhanced value for our shareholders. The proceeds from the
Dearborn sale, along with the $2.3 billion distribution from the National
Medical Care transaction slated to be completed in the third quarter, will be
applied to reduce debt and repurchase up to 20 percent of our common stock.
Additionally, we will invest in the further growth of our excellent businesses.

         "Last September, Grace made a commitment to deliver maximum value to
its shareholders by considering all options regarding the Dearborn business.
Today, Grace management has delivered, on time, a transaction that gives our
shareholders full value for Dearborn's strong global market position and
outstanding
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organization. This transaction also will offer good career opportunities for
Dearborn employees, who will become part of a leading water management company
entirely focused on that industry," Costello concluded.

         Since reorganizing as a global product line in 1992, Grace Dearborn,
under the leadership of its president, Ian Priestnell, has substantially
increased its global presence. "Once the transaction is completed, we will move
quickly to merge Dearborn's global operations with those of Betz Laboratories,
and we are committed to cooperating in a swift and smooth transition. I and
Dearborn's worldwide employees look forward to making our new organization an
even stronger market leader," Priestnell said.

         "With the completion of this transaction, the new Betz-Dearborn
organization will become a $1.2 billion global company that is well positioned
to lead the changes in the rapidly evolving water management industry," added
Priestnell.

         In addition to the Dearborn agreement announced today, the Grace
management team has recently implemented a number of steps to deliver
significant shareholder value:

       - Reached an agreement with Fresenius AG for National Medical Care that
         the analyst community has valued at approximately $4 billion.
       - Implemented a cost cutting program that will reduce annual overhead by
         $100 million, with further actions being taken to improve margins.
       - Announced a major debt reduction and share repurchase program.
       - Instituted more rigorous capital spending and working capital programs.

         Dearborn provides water treatment products and services for industrial
boilers, cooling towers, process water systems and wastewater systems to help
customers meet demanding environmental regulations and industrial process
productivity and profitability
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goals. It also is a major supplier to the global pulp and paper industry and
other major industrial segments. In 1995, Dearborn had sales of approximately
$400 million with more than 2,500 employees worldwide.

         Not included in the transaction is Dearborn's small South American
marine chemicals business which Grace is selling separately.

         Merrill Lynch & Co. assisted Grace in this transaction.

         Betz Laboratories, Inc., based in Trevose, Penn., is the world's
premier supplier of engineered programs and specialty chemical products for the
treatment of water, wastewater and process systems operating in a wide variety
of industrial and commercial applications.

         Grace is a leading global supplier of flexible packaging and specialty
chemicals, and a leading provider of specialized health care services.

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