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): November 14, 1996



                               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 November 14, 1996, W. R. Grace & Co. ("Company") announced that Larry
Ellberger, senior vice president of strategic planning and development, had
been elected to the added position of chief financial officer. Mr. Ellberger
succeeds Peter D. Houchin, who is leaving the Company. The Company's November
14, 1996 press release is filed as an exhibit hereto and is incorporated by
reference herein.

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


     The Company's November 14, 1996 press release is 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/Robert B. Lamm
                                                ---------------------------
                                                      Robert B. Lamm
                                                Vice President and Secretary


Dated: November 21, 1996

                                     - 3 -




    




                               W. R. GRACE & CO.

                           Current Report on Form 8-K


                                 Exhibit Index


Exhibit No.      Description
- -----------      ------------
99.1             Press Release dated November 14, 1996

                                                                    #2660
 CORPORATE COMMUNICATIONS DIVISION

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


GRACE NEWS

            CONTACT: Chuck Suits or Mary Lou Kromer 561/362-2600 or
                                                    800/GRACE99



                 GRACE NAMES ELLBERGER CHIEF FINANCIAL OFFICER

     BOCA RATON, Fla., November 14, 1996--W. R. Grace & Co. (NYSE: GRA) today
announced that Larry Ellberger, senior vice president of strategic planning and
development, has been elected to the added position of chief financial officer.

     Ellberger, who also will be a member of Grace's Executive Committee,
succeeds Peter D. Houchin, senior vice president and chief financial officer.

     Houchin, 49, managed the recently completed NMC-Fresenius transaction,
involving the spin-off of Grace's packaging and specialty chemicals businesses
and the combination of its former National Medical Care subsidiary with a unit
of Fresenius AG, and he has played a major role in the multi-year restructuring
of Grace. Today, Grace is a smaller, more focused company. Consequently,
Houchin decided to step down as CFO to pursue other challenging opportunities
outside of Grace.


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                                      -2-

     Albert J. Costello, chairman, president and chief executive officer, said,
"We greatly appreciate Peter's extraordinary efforts in completing the complex
NMC-Fresenius transaction and in spearheading value-based planning throughout
the company during the past several years. We wish him much success in his
future endeavors."

     Ellberger joined Grace in May 1995 and has been responsible for
coordinating the development of the company's strategic planning process and
managing acquisitions and divestitures, including the recent successful
divestitures of Grace Dearborn and Agracetus. Prior to joining Grace, he was
vice president and director of corporate development and planning at American
Cyanamid.

     Costello said, "I and the entire Grace management team look forward to
working with Larry Ellberger and our financial management team as we move
toward achieving our value-driven performance goals and becoming a first
quartile packaging and specialty chemicals company."

     Costello said he expects Ellberger to remain as CFO while the management
team continues to evaluate how the finance and other global staff functions
should be structured to serve most efficiently and effectively the new Grace.

     Ellberger, 48, holds a B.A. in economics from Columbia College and a B.S.
in chemical engineering from the Columbia School of Engineering, both in New
York City.

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                                      -3-

     Grace is a leading global supplier of flexible packaging and specialty
chemicals, with annual sales of approximately $3.3 billion. The company
operates in more than 100 countries.


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