SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 29, 1997



                               W. R. GRACE & CO.
             (Exact name of registrant as specified in its charter)


            Delaware                1-12139             65-0654331
        ---------------        ----------------     ------------------
        (State or other        (Commission File       (IRS Employer 
        jurisdiction of             Number)         Identification No.
         incorporation)



              One Town Center Road, Boca Raton, Florida 33486-1010
              ----------------------------------------------------
              (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code: 561/362-2000






Item     5. Other Events.

         On October 29, 1997, W. R. Grace & Co. ("Company") announced its
consolidated results of operations for the quarter ended September 30, 1997.
The Company's October 29, 1997 press release and accompanying financial and
statistical data are filed as an exhibit hereto and are incorporated by
reference herein.


Item     7. Financial Statements, Pro Forma Financial Information and Exhibits.

         The Company's October 29, 1997 press release and accompanying
financial and statistical data are filed as an exhibit hereto.


                                     - 2 -





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.

                                                   W. R. GRACE & CO.
                                         -------------------------------------
                                                     (Registrant)



                                         By     /s/ Kathleen A. Browne
                                           -----------------------------------
                                                  Kathleen A. Browne
                                            Vice President and Controller

Dated: November 4, 1997

                                     - 3 -




                               W. R. GRACE & CO.

                           Current Report on Form 8-K


                                 Exhibit Index


Exhibit No.       Description
- -----------       -----------

99.1              Press Release dated October 29, 1997 and accompanying
                  financial and statistical data