8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported)       JUNE 27, 2005
                                                     ---------------------------


                                W. R. GRACE & CO.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
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                 (State or Other Jurisdiction of Incorporation)

         1-13953                                        65-0773649
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(Commission File Number)                       (IRS Employer Identification No.)

            7500 GRACE DRIVE
           COLUMBIA, MARYLAND                                 21044
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(Address of Principal Executive Offices)                   (Zip Code)

                                 (410) 531-4000
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              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




                                W. R. GRACE & CO.

                                    FORM 8-K
                                 CURRENT REPORT

Item 1.01     Entry into a Material Definitive Agreement

     On June 27, 2005, the U.S. Bankruptcy Court for the District of Delaware
approved a consulting agreement dated April 27, 2005 between W. R. Grace & Co.
and W. R. Grace & Co.-Conn. (collectively, "Grace") and David B. Siegel, who
retired as Senior Vice President, General Counsel and Chief Restructuring
Officer of Grace on April 26, 2005. The agreement provides for Mr. Siegel to
provide consulting services to Grace on pending litigation and Chapter 11
reorganization matters. Under the agreement, Mr. Siegel would be paid $37,500
per month (i.e., $450,000 per year) based on working 900 hours per year. In the
event he works more than 900 hours in a year, he would be paid $500 for each
additional hour. During the period of the agreement, Mr. Siegel also will retain
use of his company-provided car and have access to a computer, business
telephone and administrative support. The agreement may be terminated by Grace
or Mr. Siegel at any time upon 60 days' written notice. The agreement is
attached as Exhibit 10.1 to this Report.


Item 9.01      Financial Statements and Exhibits

     (c)  Exhibits

     Exhibit No.

     10.1 David B. Siegel Consulting Agreement



                                   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/ Mark A. Shelnitz
                                                   -----------------------
                                                         Mark A. Shelnitz
                                                             Secretary
Dated:  June 28, 2005

EX-10.1

                                               Fred Festa
                                               President and COO

[GRACE LOGO OMITTED]

                                               W. R. Grace & Co.
                                               7500 Grace Drive
                                               Columbia, MD 21044

                                               Voice:  (410) 531-4406
                                               Fax:    (410) 531-4414
                                               email:  fred.festa @grace.com




                                               April 27, 2005


Mr. David B. Siegel
c/o W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044

Dear David:

As discussed, after you retire as Senior Vice President, General Counsel, and
Chief Restructuring Officer of W. R. Grace & Co. and W. R. Grace & Co. - Conn.
("Grace") on April 26, 2005, you have agreed to continue to provide consulting
services to Grace. The primary scope of your services will involve assisting
Grace with pending litigation and its Chapter 11 reorganization. You may also be
requested to provide additional services related to other responsibilities you
currently have as an officer of Grace.

In performing your services, you will report to Fred Festa and Mark Shelnitz,
who will provide guidance regarding the services that will be performed under
this letter agreement. You will provide services hereunder as an independent
contractor, with no authority to bind the Company to any agreement or
arrangement. As a consultant hereunder, you will not supervise any Grace
employee and no Grace employee will report to you.

You commit to providing 900 hours of service during each 12 month period during
the term of this agreement, commencing on each May 1 and ending on the following
April 30, initially commencing on May 1, 2005 (each such 12 month period is
referred to as a "Consulting Year"). It is anticipated that you will work, on
average, approximately 20 hours per week for 45 weeks each Consulting Year; some
weeks may involve significantly less hours and some weeks may involve
significantly more hours. In consideration for your services pursuant to this
agreement, you will be paid a monthly amount (the "Consulting Fee") of $37,500
per month, payable monthly (provided that the Consulting Fee for the last
calendar month during the term hereof shall be prorated


Mr. David B. Siegel
April 27, 2005
Page 2


for the number of days in such month prior to the termination date). You will
report your hours to Mr. Shelnitz on a monthly basis, in a form agreeable to you
and Mr. Shelnitz. In the event that Grace requests that you perform services in
excess of 900 hours in any Consulting Year and you in fact perform such
services, you will be paid $500 for each hour over 900 hours that you perform
services during the applicable Consulting Year, payable in a lump sum within 30
days after you submit a final accounting of your hours to Mr. Shelnitz for such
Year.

The Consulting Fee (and any additional compensation paid to you for working
excess hours during any Consulting Year or portion thereof) will be paid to you
as an independent contractor, and you will be responsible for all tax reporting
and payments generally associated with payments to independent contractors in
accordance with the Federal Self-Employment Contributions Act and other
applicable laws. During the term of this letter agreement, you will also
continue to retain use of your company-provided car on the same terms and
conditions that it is currently being provided to you. However, you will not
receive any other employee benefits or other employee or officer perquisites
from Grace in conjunction with your services hereunder or as a result of your
receipt of the Consulting Fee, except as specifically provided below.

While you are a consultant hereunder, Grace will provide you with a computer and
secretarial (from its Columbia offices) and business telephone services, which
would generally be helpful to you in performing your duties as a consultant. In
general, you will determine the location and manner in which you will perform
services hereunder, except in cases where you are specifically requested to
attend meetings relating to such services. If you are required to travel away
from home in order to attend meetings or otherwise perform any duties pursuant
to this agreement, Grace will, of course, reimburse you for reasonable business
expenses related to such travel.

The term of this letter agreement will commence on May 1, 2005. Either you or
Grace may terminate this letter agreement upon 60 days written notice. The
Consulting Fee shall cease to accrue immediately upon your ceasing to provide
services hereunder, regardless of the reason for such cessation. However, if the
term of your consulting arrangement hereunder terminates on a date that is not
the last day of a full Consulting Year (i.e., any date other than April 30),
then, in addition to your Consulting Fee during such last Consulting Year, you
will also be paid $500 for all hours that you work during such last Consulting
Year in excess of the result of the following calculation: (Number of days
during such last Consulting Year prior to the day after the last day of your
consulting arrangement hereunder divided by 365) x 900 hours.

Notwithstanding the forgoing or any other provision of this letter agreement,
however, you agree that, without the prior written consent of Mr. Festa or Mr.
Shelnitz, you shall not at any time (during the term of this letter agreement or
thereafter) disclose, or use for your own benefit or purposes, or for the
benefit or purposes of any other person or business organization, any
information or data belonging to, or relating to, the affairs of


Mr. David B. Siegel
April 27, 2005
Page 3


Grace (or its affiliates or subsidiaries), including but not limited to
information related to the Chapter 11 proceeding, which you receive pursuant to
your performance of duties and services under this letter agreement
("Confidential Information"). (Information that is in, or hereafter enters, the
public domain through no fault of yours is not, however, to be considered
Confidential Information under this letter agreement.) Finally, this provision
regarding Confidential Information shall not supercede, but shall be in addition
to, any other confidentiality agreement or understanding between you and Grace
(or any of its affiliates or subsidiaries) as a result of your status as a
former employee of any such entity or otherwise.

Grace will, to the maximum extent permitted by applicable law, indemnify you and
hold you harmless from and against any and all losses and liabilities you may
incur as a result of your performing services under this letter agreement. Such
indemnification shall be in addition to any indemnification granted or available
to you as a former employee or executive of Grace.

This letter agreement is subject to the approval of the Delaware Bankruptcy
Court. Grace intends to file a motion for approval of this letter agreement on
or before May 23, 2005, so that the motion may be considered at the June 27,
2005 omnibus hearing.

If you agree with the terms of this letter agreement, please sign where
indicated below and return a signed copy to W. Brian McGowan.

We are pleased that you have agreed to have a continuing role with Grace and
look forward to working with you in the future.

Sincerely,




AGREED:


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DAVID B. SIEGEL

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Date: