EXHIBIT 12


                      W. R. GRACE & CO. AND SUBSIDIARIES
             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
           COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (a)
                         (in millions, except ratios)
                                  (Unaudited)



                                                                                                              Six Months Ended
                                                                    Years Ended December 31,(c)                   June 30,
                                                        --------------------------------------------------  ---------------------
                                                        1996 (d)  1995 (e)  1994 (f)   1993 (g)   1992 (h)  1997 (i)  1996 (c)(j)
                                                        --------  --------  --------   --------   --------  --------  -----------
                                                                                                      
Net income/(loss) from continuing operations ........... $213.8   $(179.6)   $(35.1)   $  28.1     $  7.7    $163.8     $278.6
    Add/(deduct):                                                                                                       
    Provision for/(benefit from) income taxes ..........  134.8    (104.5)    (42.6)      16.4       84.1      99.6      157.4
    Income taxes of 50%-owned companies ................     --        --        --         .1        2.1        --         --
    Equity in unremitted losses/(earnings)                                                                              
      of less than 50%-owned companies .................    (.4)       .8       (.6)       (.5)      (2.0)       --         --
    Interest expense and related financing costs,                                                                       
      including amortization of capitalized interest ...  160.8     179.8     138.5      122.7      162.7      40.3       93.1
    Estimated amount of rental expense                                                                                  
      deemed to represent the interest factor ..........    8.4       8.5      10.1       11.3       14.0       2.7        5.5
                                                        --------  --------  --------   --------   --------  --------   --------
Income/(loss) as adjusted .............................. $517.4   $ (95.0)   $ 70.3    $ 178.1     $268.6    $306.4     $534.6
                                                        ========  ========  ========   ========   ========  ========   ========
Combined fixed charges and preferred stock dividends:                                                                   
    Interest expense and related financing costs,                                                                       
      including capitalized interest ................... $177.1   $ 195.5    $143.2    $ 122.8     $176.3    $ 49.6     $104.2
    Estimated amount of rental expense                                                                                  
      deemed to represent the interest factor ..........    8.4       8.5      10.1       11.3       14.0       2.7        5.5
                                                        --------  --------  --------   --------   --------  --------   --------
Fixed charges ..........................................  185.5     204.0     153.3      134.1      190.3      52.3      109.7
Preferred stock dividend requirements(b) ...............     .6        .5        .5         .8         .8        --         .4
                                                        --------  --------  --------   --------   --------  --------   --------
Combined fixed charges and preferred                                                                                    
   stock dividends ..................................... $186.1   $ 204.5    $153.8    $ 134.9     $191.1    $ 52.3     $110.1
                                                        ========  ========  ========   ========   ========  ========   ========
Ratio of earnings to fixed charges .....................   2.79        (k)       (k)      1.33       1.41      5.86       4.87
                                                        ========  ========  ========   ========   ========  ========   ========
Ratio of earnings to combined fixed charges                                                                             
   and preferred stock dividends .......................   2.78        (k)       (k)      1.32       1.41      5.86       4.86
                                                        ========  ========  ========   ========   ========  ========   ========

                                                                 
(a)      Grace's preferred stocks were retired in 1996; for additional
         information, see Note 1 to the consolidated financial statements in
         the 1996 Form 10-K.
(b)      For each period with an income tax provision, the preferred stock
         dividend requirements have been increased to an amount representing
         the pretax earnings required to cover such requirements based on
         Grace's effective tax rate.
(c)      Certain amounts have been restated to conform to the 1997
         presentation.
(d)      Includes a pretax gain on sales of businesses of $326.4, offset by
         pretax provisions of $229.1 for asbestos-related liabilities and
         insurance coverage and $107.5 for restructuring costs and asset
         impairments.
(e)      Includes pretax provisions of $275.0 for asbestos-related liabilities
         and insurance coverage; $209.5 related to restructuring costs, asset
         impairments and other activities; $77.0 for environmental liabilities
         at former manufacturing sites; and $30.0 for corporate governance
         activities.
(f)      Includes a pretax provision of $316.0 relating to asbestos-related
         liabilities and insurance coverage.
(g)      Includes a pretax provision of $159.0 relating to asbestos-related
         liabilities and insurance coverage.
(h)      Includes a pretax provision of $140.0 relating to a fumed silica
         plant in Belgium.
(i)      Includes a pretax gain of $103.1 on the sale of Grace's specialty
         polymers business and a pretax provision of $12.4 relating to
         restructuring costs.
(j)      Includes a pretax gain of $326.4 on the sale of businesses,
         principally the water treatment and process chemicals business, and a
         pretax provision of $53.7 relating to restructuring costs.
(k)      As a result of the losses incurred for the years ended December 31,
         1995 and 1994, Grace was unable to fully cover the indicated fixed
         charges.