#2637







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




                            GRACE TO SELL AGRACETUS
                     TRANSGENIC PLANT BUSINESS TO MONSANTO
                               FOR $150 MILLION


              BOCA RATON, Fla., April 8, 1996--W. R. Grace & Co. (NYSE: GRA)
today announced that it has entered into a definitive agreement to sell the
transgenic plant business of its Agracetus subsidiary to the Monsanto Company
for $150 million in cash.

              Agracetus, based in Middleton, Wis. with approximately 100
employees, is a recognized leader in the development of transgenic products
for agriculture, pharmaceutical and cotton fiber industries. Agracetus' human
gene therapy business, which is focused on DNA vaccines, is not included in
this transaction and will remain with Grace doing business as Auragen
Pharmaceuticals Inc.

              Through the 1980s, Agracetus pioneered technology advancement in
the genetic engineering of plants and achieved numerous breakthroughs in that
field. Achievements included generation of the world's first transgenic
varieties of cotton, soybeans, peanuts, green beans, cranberries and other
crops. Since 1991, Monsanto has been a licensee of Agracetus' proprietary
technology for producing several genetically engineered crops.

              Albert J. Costello, Grace's chairman, president, and chief
executive officer,

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said, "The proprietary technology of Agracetus holds great promise, but it
does not fit within Grace's core packaging and specialty chemical businesses.
We are pleased that Monsanto has recognized the value of Agracetus and its
technology leadership in areas that are very complementary to Monsanto's
agricultural biotechnology business."

              Robert T. Fraley, president of Monsanto's Ceregen unit, which
develops new agricultural products said, "Agracetus has earned its solid
reputation as an early innovator with tremendous scientific expertise,
particularly in its plant transformation capabilities. Agracetus'
knowledgeable workforce will enhance Monsanto's existing capabilities. The
marriage of Agracetus' technical depth with Monsanto's application and
commercial abilities is sure to speed the development of new products."

              Agracetus is one of several businesses within Grace's commercial
development group, which, in past years, conducted discovery research with the
objective of developing new businesses for Grace. "As we have refined our
strategy to focus on our core businesses, we have decided to seek a variety of
alternatives to ensure maximum value of these commercial development
businesses, and at the same time ensure a bright future for their technology
champions," said Costello. "The sale of Agracetus' transgenic plant business,
and the recently announced sale of our biopesticide business, reflects our
commitment to that objective and our dedication to unlock shareholder value."

              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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