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Pricing Supplement dated September 12, 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 (Floating Rate)
Unconditionally guaranteed by W. R. Grace & Co.
________________________________________________________________________________
Trade Date: September 12, 1994 Original Issue Date: September 19, 1994
Principal Amount: $10,000,000 Maturity Date: September 19, 1997
Specified Currency: U.S. dollars Net Proceeds to Issuer: $9,965,000
Issue Price: $10,000,000 Place of Payment: New York
Selling Agent's Commission: 35 basis points
Initial Interest Rate: One month LIBOR, as determined on September 15, 1994,
plus 47 basis points
Initial Interest Period: From and including September 19, 1994 to but
excluding October 19, 1994
________________________________________________________________________________
Form: X Global Note Certificated Note
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Interest:
Base Rate: LIBOR Telerate
Interest Reset Periods: Monthly
Interest Reset Dates and Interest Payment Dates: Third Wednesday of
each month
Index Maturity: One month
Interest Determination Dates: Second London Banking Day preceding each
Interest Reset Date
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Calculation Dates: Earlier of (i) tenth calendar day after each
Interest Determination Date or, if not a
Business Day, the next succeeding Business
Day or (ii) the Business Day preceding the
applicable Interest Payment Date or date of
Maturity, as the case may be
Spread/Spread Multiplier: Plus 47 basis points
Optional Interest Rate Reset: Yes X No
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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
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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 58% of the commission or
fee.
Salomon Brothers Inc
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X J.P. Morgan Securities Inc.
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UBS Securities Inc.
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