Pricing Supplement dated September 12, 1994         Rule 424(b)(2)
(To Prospectus dated April 7, 1994 and            File No. 33-50983
  Prospectus Supplement dated April 7, 1994)

W. R. GRACE & CO.-CONN.

Medium-Term Notes, Series A (Floating Rate)
Unconditionally guaranteed by W. R. Grace & Co.
________________________________________________________________________________

Trade Date:  September 12, 1994         Original Issue Date:  September 19, 1994
Principal Amount:  $10,000,000          Maturity Date:  September 19, 1997
Specified Currency:  U.S. dollars       Net Proceeds to Issuer:  $9,965,000
Issue Price:  $10,000,000               Place of Payment:  New York
Selling Agent's Commission:  35 basis points
Initial Interest Rate:  One month LIBOR, as determined on September 15, 1994,
                        plus 47 basis points
Initial Interest Period:  From and including September 19, 1994 to but
                          excluding October 19, 1994
________________________________________________________________________________

Form: X   Global Note     Certificated Note
     ----            -----

Interest:
     Base Rate:  LIBOR  Telerate
     Interest Reset Periods:  Monthly
     Interest Reset Dates and Interest Payment Dates:  Third Wednesday of
                                                       each month
     Index Maturity:  One month
     Interest Determination Dates:  Second London Banking Day preceding each
                                    Interest Reset Date
     Maximum Interest Rate:  N/A
     Minimum Interest Rate:  N/A
     Interest Calculation Dates:   Earlier of (i) tenth calendar day after each
                                   Interest Determination Date or, if not a
                                   Business Day, the next succeeding Business
                                   Day or (ii) the Business Day preceding the
                                   applicable Interest Payment Date or date of
                                   Maturity, as the case may be
     Spread/Spread Multiplier:     Plus 47 basis points

Optional Interest Rate Reset:        Yes    X   No
                               -----      -----
Redemption at the option of the Company prior to maturity:        Yes    X   No
                                                            -----      -----
Repayment at the option of the Holder prior to maturity:        Yes    X   No
                                                          -----      -----
Discount Note:        Yes    X   No
                -----     -----

Capacity:        Agent    X   Principal
           -----       -----

     If as principal:      The Notes are being offered at varying prices
                     ----- related to prevailing market prices at the
                           time of resale.


                       X   The Notes are being offered at a fixed initial public
                     ----- offering price of 100% of Principal Amount.  The
                           Notes are being reoffered to dealers with a
                           reallowance not to exceed 58% of the commission or
                           fee.

      Salomon Brothers Inc
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                       X   J.P. Morgan Securities Inc.
                     -----
                                                             UBS Securities Inc.
                                                       -----