X0202 4 2008-03-18 0 0001045309 W R GRACE & CO GRA 0001325901 Shelnitz Mark A C/O W. R. GRACE & CO. 7500 GRACE DRIVE COLUMBIA MD 21044 0 1 0 0 Vice President Common Stock, par value $0.01 per share 2008-03-18 4 M 0 13000 19.4688 A 16500 D Common Stock, par value $0.01 per share 9420.8496 I By Trust Common Stock, par value $0.01 per share 2008-03-18 4 S 0 13000 20.1284 D 3500 D Common Stock, par value $0.01 per share 9420.8496 I By Trust Employee Stock Options (rights to buy) 19.4688 2008-03-18 4 M 0 13000 0 A 2001-04-01 2008-03-31 Common Stock 13000 0 D Each share of Common stock also represents one Preferred Share Purchase Right. Each such Right entitles the holder to purchase Preferred Stock or other securities or property upon the occurrence of certain events and subject to certain conditions. Exercise and sale pursuant to Rule 10b5-1 Trading Plan adopted May 2007 for options expiring March 31, 2008. Such shares are held in a "Rabbi" trust established by the issuer for the benefit of certain officers and directors. Price constitutes weighted average price of trades by the Reporting Person in the open market on the date indicated. Sale prices ranged from $19.65 to $20.52. /s/ W. Brian McGowan, Attorney-in-Fact 2008-03-20