April 5, 2005

Via U.S. Mail

Paul J. Norris
Chief Executive Officer
W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044-4098

RE:		W. R. Grace & Co.
      Form 10-K for the fiscal year ended December 31, 2004
		File No. 1-13953

Dear Mr. Norris:

      We have limited our review of your Form 10-K to disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 10-K.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


General -

We note that in Exhibit 21 to the Company`s 10-K for the fiscal
year
ended December 31, 2004, the Company lists as a U.S. subsidiary
Grace
Petroleum Libya Incorporated.  Exhibit 21 also lists two Cuban
subsidiaries: Envases Industries y Comerciales, S.A. and Papelera
Camagueyana, S.A.

In light of the fact that Cuba and Libya have been identified by
the
U.S. State Department as state sponsors of terrorism, and Cuba is
subject to economic sanctions administered by the U.S. Treasury
Department`s Office of Foreign Assets Control, and Libya was
subject
to economic sanctions until September 21, 2004, please describe
for
us the extent of the Company`s operations in each of these
countries;
the materiality to the Company of its operations in each country;
and
your view as to whether those operations, individually or in the
aggregate, constitute a material investment risk for your security
holders.  In preparing your response please consider that
evaluations
of materiality should not be based solely on quantitative factors,
but should include consideration of all factors, including the
potential impact of corporate activities upon a company`s
reputation
and share value, that a reasonable investor would deem important
in
making an investment decision.

Closing

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 942-7896 if you have any questions about the comment or
our
review.  You may also contact me at (202) 942-7817.


								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk



cc: 	Pamela Long
		Assistant Director
		Division of Corporation Finance