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): July 21, 2004

                                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 12. Results of Operations and Financial Condition.

         On July 21, 2004, W. R. Grace & Co. issued a press release announcing
its financial results for the quarter ended June 30, 2004. A copy of the press
release is attached as Exhibit 99.1.


         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:  July 22, 2004

                                W. R. GRACE & CO.

                           Current Report on Form 8-K

                                  Exhibit Index

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

99.1           Press release issued by W. R. Grace & Co. announcing financial
               results for the 2004 second quarter