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                     October 2, 2020

       William Dockman
       Chief Financial Officer
       W R GRACE & CO
       7500 Grace Drive
       Columbia, ND 21044-4098

                                                        Re: W R GRACE & CO
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2019
                                                            Filed February 27,
2020
                                                            File No: 1-13953

       Dear Mr. Dockman:

              We have completed our review of your filing. 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.




                     Sincerely,


                     Division of Corporation Finance

                     Office of Life Sciences