CORRESP 1 filename1.htm

W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044-4098

August 29, 2005

VIA EDGAR
---------

Cecilia D. Blye
Chief, Office of Global Security Risk
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0507

Re: W. R. Grace & Co.
File Number: 1-13953
--------------------

Dear Ms. Blye:

This letter responds to your request for information as transmitted to
W. R. Grace & Co. (the "Company") by letter dated August 8, 2005 and supplements
the information set forth in the Company's response dated April 28, 2005 to your
previous request for information transmitted to the Company by letter dated
April 5, 2005. For your convenience we have reprinted your comments in
italicized text below, immediately followed by the Company's responses.

COMMENT 1. In your letter dated April 28, 2005, you state that prior to 2004
"sales to Libya were made from Grace subsidiaries in Europe." Please provide us
with annual revenue totals from your European subsidiaries' sales to Libya
and/or Libyan persons from 2001 through 2004. Advise us whether in 2004 you
conducted business in or with Libya, or with any Libyan persons, other than
through your European subsidiaries, before most U.S. sanctions against Libya
were lifted in September 2004.

RESPONSE 1. Annual revenue totals from the Company's non-U.S. European
subsidiaries for sales shipped into Libya from 2001 to 2004 were approximately
as follows:

<TABLE>

Year 2004 2003 2002 2001
---- ---- ---- ----

Revenues $372,000 $563,000 $228,000 $341,000
</TABLE>

During the period of 2004 prior to the lifting of U.S. sanctions against Libya,
sales shipped into Libya, whether to the government of Libya, or to any Libyan
persons, were conducted only through European subsidiaries and were managed and
carried out by the non-U.S. management and personnel of those subsidiaries
acting independently of the

U.S. parent company and any other U.S. affiliate, and acting without any
involvement of any U.S. person.

COMMENT 2. Please provide us with your view as to whether sales to Libya and/or
Libyan persons by you and your European subsidiaries prior to the lifting of
most U.S. trade sanctions are material to you, or constitute a material
investment risk to your security holders, when considered in light of
non-quantitative factors such as their potential impact upon your reputation
and/or share value. In this regard, please advise us whether your and your
subsidiaries' sales into Libya prior to the lifting of U.S. sanctions were sales
to agencies of, or entities controlled by, the Libyan government.

RESPONSE 2. Sales by the Company's non-U.S. European subsidiaries into Libya
comprised less than .03% of the Company's consolidated worldwide revenues for
each year in the period 2001 to 2004. Accordingly, the Company does not believe
that Libyan sales were material or represented a material financial risk to the
Company or its operations. The Company believes that the conduct of
international business with Libya or other international parties in compliance
with applicable law does not constitute a material investment risk to the
Company's security holders. The Company believes that certain of the sales by
the Company's European subsidiaries into Libya were to entities owned and/or
controlled by the government of Libya.

As requested in your letter, the Company hereby confirms that: the
Company is responsible for the adequacy and accuracy of the disclosure in its
filings; staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the
filings; and the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact the undersigned at (410) 531-8778 if you have any
questions or comments with respect to this response.

Very truly yours,

Michael W. Conron

cc: Mark A. Shelnitz
Stephen H. Ahern
William Dockman