Exhibit 23.1




              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996 appearing on page
F-3 of the Prospectus, dated August 2, 1996, of W. R. Grace & Co. (previously
named Grace Holding, Inc.). We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page F-2
of such Prospectus. We also consent to the reference to us under Item 5 of such
Registration Statement.


PRICE WATERHOUSE LLP

/s/PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
October 7, 1996