<PAGE>
Registration No. 33-25962
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
W. R. GRACE & CO.
(Exact name of issuer as specified in its charter)
NEW YORK 13-3461988
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
ONE TOWN CENTER ROAD, BOCA RATON, FLORIDA 33486-1010
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 407/362-2000
ROBERT B. LAMM
W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010
407/362-1645
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<PAGE>
The purpose of this Post-Effective Amendment No. 1 to Registration
Statement No. 33-25962 on Form S-3 ("Registration Statement") is to withdraw the
Registration Statement.
Of the 1,000,000 shares of common stock, par value $1.00 per share, of W.
R. Grace & Co. that were registered under the Registration Statement, an
estimated 898,125 were issued pursuant to the Registration Statement and the
Grace Reinvestment Plan described in the Registration Statement. Effective
April 25, 1994, the shares of common stock issued under the Grace Reinvestment
Plan no longer required registration.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton,
State of Florida, on the 19th day of June, 1995.
W. R. GRACE & CO.
By /s/ Robert B. Lamm
------------------------
Robert B. Lamm
Agent for Service
- 3 -