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)     DECEMBER 9, 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 December 9, 2004 three executive officers and four other officers of W.
R. Grace & Co. adopted written trading plans in accordance with Rule 10b5-1 of
the Securities Exchange Act of 1934. These plans relate to the sale of stock
that may be purchased upon the exercise of nonqualified Grace stock options that
were previously granted on March 2, 1995 for up to 404,863 shares of Grace
common stock. These options expire on March 1, 2005. Under the terms of the
plans, such officers have instructed Wachovia Securities, LLC to exercise the
options and sell the underlying stock on designated days during the 10 business
days from February 15 through March 1, 2005, so long as the market price of the
common stock exceeds the exercise price (including commission).


     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: December 10, 2004