EXHIBIT 10.1



                                                           April 14, 1998

Mr. Albert J. Costello
W. R. Grace & Co.
One Town Center Road
Boca Raton, FL   33486-1010

Dear Al:

         This letter amends your employment agreement, dated May 1, 1995
("Employment Agreement"), with W. R. Grace & Co., a New York corporation, which
was subsequently assigned to and assumed by W. R. Grace & Co., a Delaware
corporation renamed Sealed Air Corporation ("Old Grace"). The amendments
effected by this letter relate to the March 1998 separation of the flexible
packaging businesses ("Packaging") from Grace Specialty Chemicals, Inc., a
Delaware corporation renamed W. R. Grace & Co. ("New Grace").

         As you know, in conjunction with the separation of Packaging from New
Grace, the contracts and obligations of Old Grace that related to the
non-Packaging businesses of Old Grace were assigned to, and assumed by, New
Grace. This letter confirms that your Employment Agreement was assigned to, and
assumed by, New Grace, effective upon consummation of such separation, on the
following terms:



1. All references to "Company" in the Employment Agreement refer to New Grace
and any successor thereto.

2. Except as expressly set forth above (or by any other applicable amendments),
your Employment Agreement remains in full force and effect.

         Please confirm your agreement with the foregoing by signing the
accompanying copy of this letter and returning it to Bob Lamm.


                                            Sincerely,





Accepted and agreed to:


- ----------------------------------
        Albert J. Costello

Date:
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