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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: W.R. GRACE & CO.
Title of Class of Securities: Common Stock
CUSIP Number: 38388F108
(Date of Event Which Requires Filing of this Statement)
December 11, 2000
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP Number: 38388F108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Peninsula Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
3,330,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
3,330,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,330,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
2
11. Percent of Class Represented by Amount in Row (9)
5.1%
12. Type of Reporting Person
PN
3
CUSIP Number: 38388F108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Peninsula Capital Advisors, LLC
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
3,330,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
3,330,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,330,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
4
11. Percent of Class Represented by Amount in Row (9)
5.1%
12. Type of Reporting Person
CO
5
Item 1(a) Name of Issuer: W.R. GRACE & CO.
(b) Address of Issuer's Principal Executive Offices:
7500 Grace Drive
Columbia, MD 21044
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Peninsula Partners, L.P.
Peninsula Capital Advisors, LLC
404B East Main Street
2nd Floor
Charlottesville, VA 22902
Peninsula Partners, L.P. - Delaware limited
partnership
Peninsula Capital Advisors, LLC - Delaware limited
liability company
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 38388F108
Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1)
or 13d-2(b) or (c) check whether the person filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
6
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: Peninsula Partners, L.P.
and Peninsula Capital Advisors, LLC - 3,330,000
As of December 19, 2000: Peninsula Partners, L.P.
and Peninsula Capital Advisors, LLC - 3,416,400
(b) Percent of Class: Peninsula Partners, L.P. and
Peninsula Capital Advisors, LLC -5.1%
As of December 19, 2000: Peninsula Partners, L.P.
and Peninsula Capital Advisors, LLC -5.2%
(c) Peninsula Partners, L.P. and Peninsula Capital
Advisors, LLC: 3,330,000 shares with shared power to
vote or to direct the vote; 0 shares with sole power
to vote or to direct the vote; 3,330,000 shares with
shared power to dispose or to direct the disposition
of; 0 shares with the sole power to dispose or to
direct the disposition of
As of December 19, 2000: Peninsula Partners, L.P.
and Peninsula Capital Advisors, LLC: 3,416,400
shares with shared power to vote or to direct the
vote; 0 shares with sole power to vote or to direct
the vote; 3,416,400 shares with shared power to
dispose or to direct the disposition of; 0 shares
with the sole power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
7
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
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Item 10.
Certification for Rule 13d-1(c): By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
PENINSULA PARTNERS, L.P.
By: Peninsula Capital Advisors, LLC
General Partner
By: /s/ R. Ted Weschler
______________________
R. Ted Weschler
Managing Member
PENINSULA CAPITAL ADVISORS, LLC
By: /s/ R. Ted Weschler
______________________
R. Ted Weschler
Managing Member
December 20, 2000
_________________
Date
9
03038001.AA0
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
December 20, 2000 relating to the Common Stock of W.R. GRACE
& CO. shall be filed on behalf of the undersigned.
PENINSULA PARTNERS, L.P.
By: Peninsula Capital Advisors, LLC
General Partner
By: /s/ R. Ted Weschler
______________________
R. Ted Weschler
Managing Member
PENINSULA CAPITAL ADVISORS, LLC
By: /s/ R. Ted Weschler
______________________
R. Ted Weschler
Managing Member
03038001.AA0
