July 24, 2018

William Dockman
Interim Chief Financial Officer
W R GRACE & CO
7500 Grace Drive
Columbia, MD 21044

       Re: W R GRACE & CO
           Form 10-Q for the period ended March 31, 2018
           Filed May 9, 2018
           File No. 1-13953

Dear Mr. Dockman:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-Q for the period ended March 31, 2018

Financial Statements
1. Basis of Presentation and Summary of Significant Accounting and Financial
Reporting
Policies
Revenue Recognition, page 12

1.    We note your disclosures related to your adoption of ASC 606, including
disclosures
      specifically related to your licensed technology business. Please address
the following:

          Explain the specific nature and terms of your licensing agreements;

          We note that for your licensed technology business, you have
determined the customer
          arrangements contain multiple performance obligations, including
licensing the
 William Dockman
W R GRACE & CO
July 24, 2018
Page 2
             technology and providing engineering design packages and technical
services to
             customers to enable them to realize the benefit of the technology.
Explain how you
             determined licensing is distinct based on the guidance in ASC
606-10-25-14 through
             25-22;

             Tell us if your licenses are functional or symbolic and explain
the basis for your
             determination based on the guidance in ASC 606-10-55-59 and
55-63A. In this
             regard, clarify how you are recognizing revenue for licenses given
your disclosure that
             for your licensed technology business, revenue is recognized
ratably over the period of
             performance of the contract because you determined that customers
simultaneously
             receive and consume the benefits provided by your technology
licensing engineers
             before and during plant construction. If you determined that your
licenses are
             functional, explain why recognizing the related revenue ratably
over the period of
             performance is appropriate;

             In instances where you determined that individual deliverables
within a bundle of
             goods and/or services are not distinct and the bundle is accounted
for as a single
             performance obligation, more fully explain the circumstances under
which revenue is
             recognized at a point in time or over a period of time. Clarify
whether any such
             instances occur in the licensed technology business. To the extent
there are such
             instances, tell us how you determined that recognizing revenue
ratably over the period
             of performance is appropriate. Tell us how you considered the
guidance in ASC 606-
             10-55-57; and

             It appears your licensed technology business has long-term
contracts and revenue is
             recognized over time, explain how you considered the guidance in
ASC 606-10-50-5
             and ASC 606-10-55-91(g) and (f) in determining whether to disclose
disaggregated
             revenue based on contract term and/or the timing of revenue
recognition.


       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Mindy Hooker at 202-551-3732 or Anne McConnell at
202-551-
3709 with any questions.


FirstName LastNameWilliam Dockman
                                                              Division of
Corporation Finance
Comapany NameW R GRACE & CO
                                                              Office of
Manufacturing and
July 24, 2018 Page 2                                          Construction
FirstName LastName