SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K/A


                                  CURRENT REPORT


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


               Date of Report (Date of earliest event reported):  
                                August 14, 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.


                   Attached as an exhibit hereto and incorporated by

         reference herein is Exhibit E to the Merger Agreement, a term

         sheet describing the principal terms of a new series of

         convertible preferred stock, par value $.10 per share, of New

         Sealed Air to be issued in the Merger (the "Term Sheet"). 



         Item 7.   Financial Statements, Pro Forma Financial Information

         and Exhibits.



                   Exhibits.  The following exhibits are filed with this

         Report:

                   Exhibit No.              Description


                   4.1                      Term Sheet (Exhibit E to the
                                            Merger Agreement)

                                   

                                       -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:  August 21, 1997


                                   
                                       -3-
                                       

                                W. R. GRACE & CO.

                            Current Report on Form 8-K


                                  Exhibit Index


                   Exhibit No.              Description

                   4.1                      Term Sheet (Exhibit E to the
                                            Merger Agreement)


                                                   EXHIBIT 4.1

                                     
                                    EXHIBIT E

                             TERMS OF NEWCO SENIOR 
                           CONVERTIBLE PREFERRED STOCK

Liquidation Preference   $1.8 billion aggregate

Face Amount:             $50 per share, plus accrued but unpaid dividends.

Conversion Rate:         Convertible (at any time) into Newco Common Shares at a
                         conversion price of $56.525 per share or .8845644 of a
                         Newco Common Share per Newco Convertible Preferred
                         Share (subject to Antidilution Provisions).

Dividend Rate:           4% annual dividend.

                         Dividends to be payable quarterly in arrears and to be
                         cumulative.  

Optional Redemption:     The Newco Convertible Preferred Shares may not be
                         redeemed until on or after the third anniversary of the
                         Effective Time.  Thereafter, until the fifth
                         anniversary of the Effective Time, Newco may redeem for
                         cash the Convertible Preferred Shares, in whole or in
                         part at its option, at the applicable Redemption Price
                         plus accrued but unpaid dividends through the payment
                         date set forth below, but only if the closing market
                         price of Newco Common Shares equals or exceeds the
                         applicable Target Common Stock Price set forth below
                         for at least 20 trading days during any consecutive 30-
                         day trading period ending on the trading day prior to
                         the date of mailing of the notice of redemption.  After
                         the tenth anniversary of the Effective Time, Newco may
                         redeem the Newco Convertible Preferred Shares, in whole
                         or in part (subject to standard procedures) at any time
                         at its option, at par plus accrued but unpaid dividends
                         through the payment date.

                                                            REDEMPTION PRICE
                         REDEMPTION BETWEEN  TARGET COMMON  (% OF LIQUIDATION
                         ANNIVERSARIES       STOCK PRICE    PREFERENCE)

                             3 and 4         $70.6563       102.8 (plus accrued
                             4 and 5          70.6563       102.4  dividends)
                             5 and 6         N/A            102.0
                             6 and 7         N/A            101.6
                             7 and 8         N/A            101.2
                             8 and 9         N/A            100.8
                             9 and 10        N/A            100.4
                             Thereafter      N/A            100.0

                             


Mandatory Redemption:    20th anniversary of the Effective Time.

Voting Rights:           General voting rights with Newco Common Shares voting
                         as a single class and on an as-converted basis.
                         Special class voting rights of preferred stock to the
                         extent required by NYSE rules.

Antidilution Provisions: Customary.

Ranking:                 Senior to junior preferred stock and common stock or
                         pari-passu with all other preferred stock issued by
                         Newco.  No preferred stock shall be issued senior to
                         the Newco Convertible Preferred Stock without the
                         consent of the holders.

Listing:                 NYSE

Other Terms:             Customary for a senior convertible voting preferred
                         stock.