WASHINGTON, DC 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)   NOVEMBER 22, 2004

                                W. R. GRACE & CO.
             (Exact Name of Registrant as Specified in Its Charter)

                 (State or Other Jurisdiction of Incorporation)

        1-13953                                           65-0773649
(Commission File Number)                       (IRS Employer Identification No.)

           7500 GRACE DRIVE
          COLUMBIA, MARYLAND                                            21044
(Address of Principal Executive Offices)                              (Zip Code)

                                 (410) 531-4000
              (Registrant's Telephone Number, Including Area Code)

          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) 

                                W. R. GRACE & CO.

                                    FORM 8-K
                                 CURRENT REPORT

Item 8.01  Other Events.

     On October 29, 2004 W. R. Grace & Co. received a letter from the U.S.
Attorney for the District of Montana informing the company that it has been
named as a target of a federal grand jury investigation involving possible
obstruction of federal agency proceedings, violations of federal environmental
laws, and conspiring with others to violate federal environmental laws. This
investigation relates to Grace's former vermiculite mining and processing
activities in Libby, Montana. By designating Grace as a "target" of the
investigation, the government is asserting that it has substantial evidence
linking the company to the commission of a crime. Grace understands that the
investigation is at an advanced stage and that it is likely to be indicted
during the first quarter of 2005, unless a resolution of this matter can be
reached with the government within such timeframe.

     Several current and former senior level employees associated with Grace's
construction products business also have been named as targets of the
investigation. On November 15, 2004 the U.S. Bankruptcy Court granted Grace's
request to advance legal and defense costs to the employees, subject to a
reimbursement obligation if it is later determined that the employees did not
meet the standards for indemnification set forth under state corporate law.

     Grace is unable to assess whether the investigation, any indictment
resulting therefrom, or any resolution thereof or conviction resulting
therefrom, will have a material adverse effect on the results of operations or
financial condition of Grace or affect Grace's bankruptcy proceeding.


     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: November 26, 2004