Washington, D. C. 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): September 23, 2002

                                W. R. GRACE & CO.
             (Exact name of registrant as specified in its charter)

           Delaware                           1-13953                         65-0773649
 -----------------------------     -------------------------------    ----------------------------
(State or other jurisdiction          (Commission File Number)               (IRS Employer
      of incorporation)                                                   Identification No.)

                   7500 Grace Drive, Columbia, Maryland 21044
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 410/531-4000

          (Former name or former address, if changed since last report)

                                W. R. GRACE & CO.

                                    FORM 8-K
                                 CURRENT REPORT

Item 5.  Other Matters.

     On September 23, 2002, W. R. Grace & Co. ("Grace") filed a motion in its
Chapter 11 bankruptcy proceeding requesting that the Delaware bankruptcy court
authorize Grace to enter into a settlement agreement with the Internal Revenue
Service ("IRS") in connection with deductions of interest on loans secured by
corporate owned life insurance ("COLI") policies. As disclosed in Grace's
periodic reports, the IRS has challenged deductions of interest on loans secured
by COLI policies. The tax years at issue are 1989-1998. Under the terms of the
proposed settlement, the government would allow 20% of the aggregate amount of
the COLI interest deductions and Grace would owe federal income tax and interest
on the remaining 80%. Grace has accrued for the potential tax and interest
liability related to the disallowance of all COLI interest deductions and
continues to accrue interest as part of its quarterly tax provision. The
bankruptcy court motion is filed as an exhibit hereto and is incorporated by
reference herein.


     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.

                                                  By /s/ Mark A. Shelnitz
                                                         Mark A. Shelnitz

Dated: September 25, 2002

                                W. R. GRACE & CO.

                           Current Report on Form 8-K

                                  Exhibit Index

Exhibit No.    Description
-----------    -----------

99.1           Motion For The Entry Of An Order Authorizing The Debtors To Enter
               Into A Settlement Agreement With The Internal Revenue Service In
               Connection With Interest Deductions Claimed With Respect To
               Corporate Owned Life Insurance