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 18, 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
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        (Address of principal executive offices) (Zip Code)



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




    




Item 5.    Other Events.


     On November 18, 1996, W. R. Grace & Co. ("Company") announced that it had
entered into a definitive agreement to sell its Amicon separations sciences
business to Millipore Corporation for $125 million in cash. The Company's
November 18, 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 press release issued by the Company on November 18, 1996 regarding
the matter described in Item 5 above is being filed as an exhibit to this
Report.








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                                  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 22, 1996







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                               W. R. GRACE & CO.

                          Current Report on Form 8-K


                                 Exhibit Index
                                 -------------


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

99.1               Press Release issued by the Company on November 18, 1996












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                                             #2661

 [GRACE NEWS LOGO]
                                             CORPORATE COMMUNICATIONS DIVISION

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







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




     GRACE TO SELL AMICON TO MILLIPORE FOR $125 MILLION

     BOCA RATON, Fla., November 18, 1996--W. R. Grace & Co. (NYSE: GRA) today
announced that it has entered into a definitive agreement to sell its Amicon
separations sciences business to Millipore Corp. (NYSE: MIL) for $125 million
in cash. Grace said it expects to complete the transaction within 60 days.

     Amicon, based in Beverly, Mass., supplies a broad range of molecular
separation and purification products used by life science research
laboratories and biotechnology/pharmaceutical companies worldwide. It is a
leader in membrane ultrafiltration and a widely recognized supplier of
preparative chromatography products.

     With annual sales of approximately $60 million, Amicon has manufacturing
operations in the U.S. and Europe. It employs approximately 370 people.



                                    [more]



    


     Amicon is one of four businesses that Grace recently announced it plans
to sell within the next three to six months. The other businesses to be
divested are Grace TEC Systems, Grace Specialty Polymers and Grace Cocoa.

     Grace was assisted in this transaction by its financial advisor, Merrill
Lynch LLP.

     Millipore, based in Bedford, Mass., is a multinational company that
applies its purification technology to critical research and manufacturing
problems in the microelectronics, biopharmaceutical and analytical laboratory
markets.

     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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