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Pricing Supplement dated July 8, 1994 Rule 424(b)(2)
(To Prospectus dated April 7, 1994 and File No. 33-50983
Prospectus Supplement dated April 7, 1994)
W. R. GRACE & CO.-CONN.
Medium-Term Notes, Series A (Fixed Rate)
Unconditionally guaranteed by W. R. Grace & Co.
________________________________________________________________________________
Trade Date: July 8, 1994 Original Issue Date: July 15, 1994
Principal Amount: $15,000,000 Maturity Date: July 15, 1997
Specified Currency: U.S. dollars Net Proceeds to Issuer: $14,947,500
Issue Price: $15,000,000 Place of Payment: New York
Selling Agent's Commission: 35 basis points
Interest Rate: 7.25%
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Form: X Global Note Certificated Note
----- -----
Redemption at the option of the Company prior to maturity: Yes X No
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Repayment at the option of the Holder prior to maturity: Yes X No
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Discount Note: Yes X No
----- -----
Optional Interest Rate Reset: Yes X No
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Capacity: Agent X Principal
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If as principal: The Notes are being offered at varying prices related
----- to prevailing market prices at the time of resale.
X The Notes are being offered at a fixed initial public
----- offering price of 100% of Principal Amount. The Notes
are being reoffered to dealers with a reallowance not
to exceed 71.5% of the commission or fee.
X SALOMON BROTHERS INC
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J.P. MORGAN SECURITIES INC.
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UBS SECURITIES INC.
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