GRACE W R & CO /NY/
8-K, 1995-03-09
CHEMICALS & ALLIED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 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):  March 2, 1995
                                                   -------------



                                W. R. GRACE & CO.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



     New York                        1-3720                     13-3461988
- -----------------               ----------------            -------------------
(State or other                 (Commission File              (IRS Employer
jurisdiction of                      Number)                Identification No.)
incorporation)



              One Town Center Road, Boca Raton, Florida 33486-1010
             ------------------------------------------------------
             (Address of principal executive offices)    (Zip Code)



        Registrant's telephone number, including area code: 407/362-2000
                                                            ------------

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Item 5.   OTHER EVENTS.

          On March 2, 1995, W. R. Grace & Co. ("Company") announced the
resignation of J. P. Bolduc as the Company's President and Chief Executive
Officer and the election of Thomas A. Holmes as its Acting President and Chief
Executive Officer.  The announcement also stated that a committee of the
Company's Board of Directors will be formed to search for a permanent president
and chief executive officer.  The press release containing  these announcements
is being filed as an exhibit to this Report.

Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          The Company's March 2, 1995 press release is filed as an exhibit
hereto.



                                       -2-

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                                   SIGNATURES

          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.
                                             ------------------------------
                                                      (Registrant)



                                             By       S/ROBERT B. LAMM
                                                ----------------------------
                                                        Robert B. Lamm
                                                Vice President and Secretary


Dated: March 9, 1995


                                       -3-

<PAGE>

                                W. R. GRACE & CO.

                           Current Report on Form 8-K


                                  EXHIBIT INDEX


Exhibit No.              Description
- -----------              -----------

99.1                     Press Release dated March 2, 1995



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                                                       #2586







CONTACT: Mary Lou Kromer,     407-362-2600 or
                              800-GRACE99


                     GRACE BOARD ACCEPTS CEO'S RESIGNATION;
                              APPOINTS INTERIM CEO

                  BOCA RATON, Fla., March 2, 1995--W. R. Grace & Co. announced
that it had accepted with regret today the resignation of J. P. Bolduc as
president and chief executive officer of the company.  Mr. Bolduc stated that
his decision to resign his position resulted from differences of style and
philosophy with the company's leadership.

                 Mr. Thomas Holmes, a director of the company for six years and
the former chairman and chief executive officer of Ingersoll-Rand Corporation,
has been elected acting president and chief executive officer.  A committee of
the Board of Directors will be formed to search for a permanent president and
chief executive officer, both inside and outside of the company.

          The company expressed its appreciation to Mr. Bolduc for his many
important contributions.  It cited the sharp increase in the company's
profitability and shareholder value during his tenure, as well as Mr. Bolduc's
achievements in streamlining the company by reducing costs and disposing of non-
core segments, while building up its principal lines of business.  The company
stated that it was


                                     (more)

<PAGE>

                                       -2-


confident that under Mr. Holmes' leadership, Grace will maintain its positive
course on the foundation established by Mr. Grace and Mr. Bolduc.

          Mr. Holmes stated, "I am very pleased to have this new role, and W. R.
Grace anticipates another year of earnings growth in 1995."

          Chairman Peter Grace said, "I am delighted to have a man of Tom
Holmes' experience and talent leading the company at this time."

          Grace is the world's largest specialty chemicals company and holds a
leadership position in specialized health care.


                                       ###


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