SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ---------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                                   ---------

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

                      DELAWARE                                65-0654331
           (State or other jurisdiction of                 (I.R.S. Employer
            incorporation or organization)                Identification No.)

                              ONE TOWN CENTER ROAD
                         BOCA RATON, FLORIDA 33486-1010
          (Address of principal executive offices, including zip code)

                                   ---------

                  W. R. GRACE & CO. 1994 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                   ---------

                                 ROBERT B. LAMM
                               W. R. GRACE & CO.
                              ONE TOWN CENTER ROAD
                         BOCA RATON, FLORIDA 33486-1010
                                  561/362-1645
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
========================================================================================================
                                            PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF SECURITIES      AMOUNT TO          OFFERING PRICE        AGGREGATE             AMOUNT OF
 TO BE REGISTERED        BE REGISTERED      PER SHARE**           OFFERING PRICE**      REGISTRATION FEE
- - -------------------      -------------      ----------------      ----------------      ----------------
<S>                      <C>                <C>                   <C>                   <C>
COMMON STOCK, PAR VALUE
  $0.01 PER SHARE        2,791,121 SHARES       $52.25             $145,836,073          $44,192.75
========================================================================================================
</TABLE>


*        Estimated for the sole purpose of computing the registration fee.
         Pursuant to Rule 457(c), the stated price represents the average of
         the high and low prices of the registrant's Common Stock in composite
         trading on October 1, 1996.





    

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Pursuant to the Securities Act of 1933 ("Securities Act") and
the regulations thereunder, the document or documents containing the
information specified in Part I of Form S-8 are not required to be filed with
the Securities and Exchange Commission ("SEC") as part of this Form S-8
Registration Statement and, therefore, are not set forth herein.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                  The following documents filed with the SEC by W. R. Grace &
Co. ("Company") are hereby incorporated herein by reference:

                  1.       The Company's Annual Report on Form 10-K for the
                           latest fiscal year for which such a report has been
                           filed, or if no such report has been filed by the
                           Company, the Company's Prospectus, dated August 2,
                           1996, included in a Registration Statement on Form
                           S-1 (Registration No. 333-9495).

                  2.       All other reports filed by the Company with the SEC
                           pursuant to Section 13(a) or 15(d) of the Securities
                           Exchange Act of 1934 ("Exchange Act") since the end
                           of the latest fiscal year for which an Annual Report
                           on Form 10-K has been filed, or if no such report
                           has been filed by the Company, since the date of
                           filing of the Prospectus referred to above.

                  3.       The description of the Company's Common Stock
                           included under the caption "Description of New Grace
                           Capital Stock" in the Prospectus referred to above.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.



                                       2



    

<PAGE>


         ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  EXPERTS. The audited financial statements incorporated in
this Registration Statement by reference have been so incorporated in reliance
upon the reports of Price Waterhouse LLP, independent certified public
accountants, given on the authority of such firm as experts in auditing and
accounting.

                  COUNSEL. The validity of the Common Stock offered hereby will
be passed upon by Robert H. Beber, Esq. Mr. Beber is an Executive Vice
President and General Counsel of the Company, owns shares of the Company's
Common Stock, and holds options to purchase shares of the Company's Common
Stock under one or more of the Company's stock incentive plans.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  BY-LAWS; STATE LAW. Under its By-laws, the Company is
empowered, to the fullest extent permitted by Delaware law, to indemnify its
directors and officers. The By-laws provide that the Company will indemnify its
directors and officers against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties, and amounts paid
in settlement) resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified under Delaware law. Determinations concerning whether or not the
applicable standards have been met can be made by (a) a disinterested majority
of the Board of Directors, (b) independent legal counsel or (c) an affirmative
vote of a majority of the voting power held by stockholders entitled to vote
thereon.

                  INSURANCE. The directors and officers of the Company are
insured against losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.

         ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

                  Not applicable.


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<PAGE>



         ITEM 8.  EXHIBITS.

                  The following exhibits have been filed with this Registration
Statement:

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

   5                                Opinion of Robert H. Beber, Esq.

   23.1                             Consent of Price Waterhouse LLP

   23.2                             Consent of Robert H. Beber, Esq.
                                    (contained in Exhibit 5)

   24                               Powers of Attorney

         ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)  to include any prospectus required by Section 10(a)(3)
         of the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

                  (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement


                                       4



    

<PAGE>


relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

         (d) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


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                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida.

                                               W. R. GRACE & CO.

                                               By        P. D. Houchin*
                                                ----------------------------
Date:  October 7, 1996                            (Senior  Vice President)

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on October 7, 1996.

                     Signature                          Title
                     ---------                          -----

                   A. J. Costello*           Director; Chairman, President
                                               and Chief Executive Officer
                                              (Principal Executive Officer)

H. A. Eckmann*                              V. A. Kamsky*      }
M. A. Fox*                                  J. E. Phipps*      }    Directors
J. W. Frick*                                T. A. Vanderslice* }
T. A. Holmes*                                                  }

         P. D. Houchin*                          Senior Vice President
                                              (Principal Financial Officer)

         K. A. Browne*                        Vice President and Controller
                                              (Principal Accounting Officer)

- - ---------
*    By signing his name hereto, Robert B. Lamm is signing this document on
     behalf of each of the persons indicated above pursuant to powers of
     attorney duly executed by such persons and filed with the Securities and
     Exchange Commission.


                                                 By /s/ROBERT B. LAMM
                                                   --------------------
                                                      Robert B. Lamm
                                                    (Attorney-in-Fact)



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<PAGE>




                                 EXHIBIT INDEX
                                 -------------


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

 5                                  Opinion of Robert H. Beber, Esq.

 23.1                               Consent of Price Waterhouse LLP

 23.2                               Consent of Robert H. Beber, Esq.
                                    (contained in Exhibit 5)

 24                                 Powers of Attorney










                                                        Exhibit 5





                                                             October 7, 1996


W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010

Ladies and Gentlemen:

                  You have asked me, as General Counsel of W. R. Grace & Co., a
Delaware corporation ("Company"), to render my opinion regarding certain
matters in connection with a Registration Statement on Form S-8 ("Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933 covering 2,791,121 shares ("Shares")
of the Common Stock, par value $0.01 per share, of the Company issuable
pursuant to the Company's 1994 Stock Incentive Plan, as amended ("Plan").

                  I have examined, or caused to be examined, the Certificate of
Incorporation and By-laws of the Company, as amended to date, the records of
its corporate proceedings, the Plan, the Registration Statement and such other
documents as I have deemed necessary in connection with the opinion hereinafter
expressed.

                  Based on the foregoing, I am of the opinion that the Shares,
when issued in accordance with the terms of the Plan, will be validly issued
and outstanding, fully paid and nonassessable shares of the Company's Common
Stock.

                  I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                                  Very truly
 yours,

                                                  /s/ROBERT H. BEBER







                                                        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








                                                          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





    

<PAGE>



                               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