Exhibit 24


                               POWER OF ATTORNEY


                  The undersigned hereby appoints ROBERT H. BEBER, PETER D.
HOUCHIN and ROBERT B. LAMM as his/her true and lawful attorneys-in-fact for the
purpose of signing all registration statements on Form S-8, and all amendments
thereto, to be filed by W. R. GRACE & CO., a Delaware corporation ("Company"),
with the Securities and Exchange Commission with respect to the Company's 1996
Stock Incentive Plan and the Company's 1996 Stock Retainer Plan for Nonemployee
Directors, as well as the following plans of W. R. Grace & Co., a New York
corporation, being assumed by the Company: 1981 Stock Incentive Plan, 1986
Stock Incentive Plan, 1989 Stock Incentive Plan, 1994 Stock Incentive Plan,
Hourly Employees Savings and Investment Plan and Salaried Employees Savings and
Investment Plan. Each of such attorneys-in-fact is appointed with full power to
act without the other.
            /s/A. J. Costello                  /s/T. A. Holmes
            /s/H. A. Eckmann                   /s/V. A. Kamsky
            /s/M. A. Fox                       /s/J. E. Phipps
            /s/J. W. Frick                     /s/T. A. Vanderslice





    




                               POWER OF ATTORNEY


                  The undersigned hereby appoints ROBERT H. BEBER and ROBERT B.
LAMM as his true and lawful attorneys-in-fact for the purpose of signing all
registration statements on Form S-8, and all amendments thereto, to be filed by
W. R. GRACE & CO., a Delaware corporation ("Company"), with the Securities and
Exchange Commission with respect to the Company's 1996 Stock Incentive Plan and
the Company's 1996 Stock Retainer Plan for Nonemployee Directors, as well as
the following plans of W. R. Grace & Co., a New York corporation, being assumed
by the Company: 1981 Stock Incentive Plan, 1986 Stock Incentive Plan, 1989
Stock Incentive Plan, 1994 Stock Incentive Plan, Hourly Employees Savings and
Investment Plan and Salaried Employees Savings and Investment Plan. Each of
such attorneys-in-fact is appointed with full power to act without the other.

                              /s/ Peter D. Houchin
                                /s/ K. A. Browne