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): March 17, 2003

                                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 Events and Regulation FD Disclosure.

         On March 17, 2003, W. R. Grace & Co. ("Grace") notified participants in
its Savings and Investment Plan, a plan qualified under section 401(k) of the
Internal Revenue Code (the "Plan"), of changes in the operation of the Grace
common stock funds. In recognition that the value of Grace common stock is more
likely to be affected by speculation as Grace progresses toward a plan of
reorganization in its Chapter 11 proceeding, commencing on April 21, 2003,
participants will no longer be permitted to contribute to, or make transfers
from other funds into, the Grace common stock funds. Participants in the Plan
will continue to be able to transfer existing balances out of the Grace common
stock funds into the other available investment funds offered by the Plan. The
letter to participants 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: March 17, 2003

                                W. R. GRACE & CO.

                           Current Report on Form 8-K

                                  Exhibit Index

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

99.1                      Letter from W. Brian McGowan, Senior Vice President,
                          to Participants in the W. R. Grace & Co. Savings and
                          Investment Plan