<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1994
Commission File Number 1-3720
W. R. GRACE & CO. HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS. Filed as part of this Report on Form 11-K
are the financial statements of the W. R. Grace & Co. Hourly Employees Savings
and Investment Plan, as required by Form 11-K, together with the report thereon
of Price Waterhouse LLP, independent accountants, dated April 27, 1995.
(b) EXHIBITS. The Consent of Price Waterhouse LLP is being filed as
an exhibit to this Report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
W. R. GRACE & CO.
HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
By: /s/ R. H. CARL
-------------------------
R. H. Carl
Chairman, Administrative
Committee
Date: June 27, 1995
<PAGE>
F - 1
REPORT OF INDEPENDENT ACCOUNTANTS
April 27, 1995
To the Participants and
Administrative Committee of the
W. R. Grace & Co. Hourly Employees
Savings and Investment Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits appearing on pages F-2 through F-4 of this report present fairly, in
all material respects, the net assets available for plan benefits of the W. R.
Grace & Co. Hourly Employees Savings and Investment Plan at December 31, 1994
and 1993, and the changes in net assets available for plan benefits for the
years then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the plan administrator
and/or other plan fiduciaries (the "Plan Fiduciaries"); our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by the Plan
Fiduciaries, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statement of
net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The Fund
Information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Price Waterhouse LLP
<PAGE>
F - 2
W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
-------------- -------------
<S> <C> <C>
Assets:
Investments:
Insurance company contracts at
contract value $ 6,149,387 $ 4,683,303
Other securities
(cost: 1994, $90,855;
1993, $239,421) 90,855 239,421
W. R. Grace & Co. common stock
(cost: 1994, $3,600,406;
1993, $1,869,203) 3,784,169 2,957,338
Fidelity Mutual Funds
(cost: 1994, $2,186,286;
1993, $1,376,316)
Balanced Fund 849,911 770,974
Growth & Income Fund 76,283 15,315
Blue Chip Growth Fund 814,131 446,423
Contrafund 315,362 96,818
OTC Fund 65,289 6,171
Loans receivable 501,320 --
Contributions receivable 59,295 42,928
-------------- -------------
Net assets available
for plan benefits $ 12,706,002 $ 9,258,691
-------------- -------------
-------------- -------------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F - 3
W. R. GRACE & CO. HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
EMPLOYEES' FIDELITY FIDELITY
FIXED INCOME GRACE STOCK STOCK BALANCED GROWTH & INCOME
FUND FUND OWNERSHIP PLAN FUND FUND
------------ ------------ -------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Contributions:
Participants $ 2,036,120 $ 261,685 $ -- $ 318,276 $ 64,795
Transfers among funds (416,656) 74,949 (130,791) (67,832) 861
Transfers from other plans -- -- -- -- --
Company -- -- 1,260,238 -- --
------------- ------------ ------------ ------------ -----------
Total 1,619,464 336,634 1,129,447 250,444 65,656
------------- ------------ ------------ ------------ -----------
Income/(loss) from
investments:
Interest 476,083 210 472 384 4
Dividends -- -- -- 26,348 3,427
Net realized gain/(loss) -- 6,636 6,618 (16,821) 9
Change in unrealized
(depreciation)/appreciation -- (15,745) (190,104) (55,141) (2,573)
------------- ------------ ------------ ------------ -----------
Total 476,083 (8,899) (183,014) (45,230) 867
------------- ------------ ------------ ------------ -----------
Less:
Participant withdrawals 775,083 71,733 306,278 124,346 4,886
Administrative expenses 23,070 1,384 37,030 1,138 100
------------- ------------ ------------ ------------ -----------
Net increase 1,297,394 254,618 603,125 79,730 61,537
Net assets available
for plan benefits:
Beginning of year 4,932,129 537,615 2,445,744 774,320 15,584
------------- ------------ ------------ ------------ -----------
End of year $ 6,229,523 $ 792,233 $ 3,048,869 $ 854,050 $ 77,121
------------- ------------ ------------ ------------ -----------
------------- ------------ ------------ ------------ -----------
<CAPTION>
FIDELITY FIDELITY FIDELITY
BLUE CHIP CONTRA OTC LOANS
GROWTH FUND FUND FUND RECEIVABLE TOTAL
------------ ------------ ----------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Contributions:
Participants $ 380,076 $ 237,629 $ 30,608 $ -- $ 3,329,189
Transfers among funds 4,549 10,189 29,286 495,445 --
Transfers from other plans -- -- -- 9,858 9,858
Company -- -- -- -- 1,260,238
------------ ------------ ----------- ------------- -------------
Total 384,625 247,818 59,894 505,303 4,599,285
------------ ------------ ----------- ------------- -------------
Income/(loss) from
investments:
Interest 227 106 2 -- 477,488
Dividends 16,069 839 561 -- 47,244
Net realized gain/(loss) 2,109 (3,886) (29) -- (5,364)
Change in unrealized
(depreciation)/appreciation 35,722 (1,663) (1,038) -- (230,542)
------------ ------------ ----------- ------------- -------------
Total 54,127 (4,604) (504) -- 288,826
------------ ------------ ----------- ------------- -------------
Less:
Participant withdrawals 68,450 22,122 -- 3,983 1,376,881
Administrative expenses 453 744 -- -- 63,919
------------ ------------ ----------- ------------- -------------
Net increase 369,849 220,348 59,390 501,320 3,447,311
Net assets available
for plan benefits:
Beginning of year 449,210 97,794 6,295 -- 9,258,691
------------ ------------ ----------- ------------- -------------
End of year $ 819,059 $ 318,142 $ 65,685 $ 501,320 $ 12,706,002
------------ ------------ ----------- ------------- -------------
------------ ------------ ----------- ------------- -------------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F - 4
W. R. GRACE & CO. HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
FUND D -
FIXED INCOME FUND B - DIVERSIFIED GRACE STOCK
FUND EQUITY FUND FUND FUND
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Contributions:
Participants $ 1,496,063 $ 51,684 $ 79,254 $ 183,676
Transfers among funds 104,342 (286,030) (604,275) (93,655)
Company -- -- -- --
Transfers to other plans -- (4,018) (22,967) --
------------- ------------ ------------ ------------
Total 1,600,405 (238,364) (547,988) 90,021
------------- ------------ ------------ ------------
Income/(loss) from
investments:
Interest 338,647 248 8,826 998
Dividends -- 1,815 2,578 17,392
Net realized gain/(loss) -- 71,791 60,363 33,417
Change in unrealized
appreciation/ (depreciation) -- (95,789) (47,054) (27,487)
------------- ------------ ------------ ------------
Total 338,647 (21,935) 24,713 24,320
------------- ------------ ------------ ------------
Less:
Participant withdrawals 314,556 488 8,942 25,963
Administrative expenses 12,643 698 887 698
------------- ------------ ------------ ------------
Net increase/(decrease) 1,611,853 (261,485) (533,104) 87,680
Net assets available
for plan benefits:
Beginning of year 3,320,276 261,485 533,104 449,935
------------- ------------ ------------ ------------
End of year $ 4,932,129 $ -- $ -- $ 537,615
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
<CAPTION>
EMPLOYEES' FIDELITY FIDELITY FIDELITY
STOCK BALANCED GROWTH & INCOME BLUE CHIP
OWNERSHIP PLAN FUND FUND GROWTH FUND
-------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
Contributions:
Participants $ -- $ 158,646 $ 12,766 $ 132,151
Transfers among funds (84,697) 611,416 2,391 299,208
Company 818,780 -- -- --
Transfers to other plans -- -- -- --
------------ ------------ ----------- ------------
Total 734,083 770,062 15,157 431,359
------------ ------------ ----------- ------------
Income/(loss) from
investments:
Interest 6,916 -- -- --
Dividends -- 47,388 313 58,351
Net realized gain/(loss) 101,490 (126) 148 (54)
Change in unrealized
appreciation/ (depreciation) (59,893) (15,218) -- (20,601)
------------ ------------ ----------- ------------
Total 48,513 32,044 461 37,696
------------ ------------ ----------- ------------
Less:
Participant withdrawals 81,913 27,218 -- 19,523
Administrative expenses 15,689 568 34 322
------------ ------------ ----------- ------------
Net increase/(decrease) 684,994 774,320 15,584 449,210
Net assets available
for plan benefits:
Beginning of year 1,760,750 -- -- --
------------ ------------ ----------- ------------
End of year $ 2,445,744 $ 774,320 $ 15,584 $ 449,210
------------ ------------ ----------- ------------
------------ ------------ ----------- ------------
<CAPTION>
FIDELITY
FIDELITY OTC
CONTRAFUND FUND TOTAL
------------ ------------ -------------
<S> <C> <C> <C>
Contributions:
Participants $ 46,256 $ 5,865 $ 2,166,361
Transfers among funds 51,043 257 --
Company -- -- 818,780
Transfers to other plans -- -- (26,985)
------------ ------------ -------------
Total 97,299 6,122 2,958,156
------------ ------------ -------------
Income/(loss) from
investments:
Interest -- -- 355,635
Dividends 6,087 319 134,243
Net realized gain/(loss) 104 -- 267,133
Change in unrealized
appreciation/ (depreciation) (4,649) (146) (270,837)
------------ ------------ -------------
Total 1,542 173 486,174
------------ ------------ -------------
Less:
Participant withdrawals 917 -- 479,520
Administrative expenses 130 -- 31,669
------------ ------------ -------------
Net increase/(decrease) 97,794 6,295 2,933,141
Net assets available
for plan benefits:
Beginning of year -- -- 6,325,550
------------ ------------ -------------
End of year $ 97,794 $ 6,295 $ 9,258,691
------------ ------------ -------------
------------ ------------ -------------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F-5
W. R. GRACE & CO. HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN:
The following description of the W. R. Grace & Co. Hourly Employees Savings and
Investment Plan ("Plan") provides only general information. Participants should
refer to the text of the Plan and the Summary Plan Description and the
Prospectus Supplement for the Plan for more complete information.
GENERAL:
The Plan is a defined contribution plan originally adopted effective January 1,
1987, and has been amended from time to time. The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Effective July 1, 1993, The Northern Trust Company was succeeded by Fidelity
Management Trust Company as trustee for the Plan. On the same date, Fund B -
Equity Fund was terminated and its balance transferred to the Fidelity Blue Chip
Growth Fund; and Fund D - Diversified Fund was terminated and its balance
transferred to the Fidelity Balanced Fund; and three additional Fidelity Funds -
Growth and Income, Contrafund, and OTC Portfolio - were also added as investment
options under the Plan.
ELIGIBILITY AND VESTING:
Within those units of W. R. Grace & Co. ("Grace") and its subsidiaries
(collectively, the "Company") designated as participating units in the Plan, any
hourly employee in an eligible employment classification who has completed 12
months of employment (including 1,000 hours of service) is eligible to
participate in the Plan, subject to certain exceptions and special provisions.
A participant's interest in the Plan is always fully vested.
CONTRIBUTIONS TO THE PLAN:
Plan participants may elect to contribute to the Plan from 2% to 16% of their
compensation (which, for purposes of the Plan, consists of regular wages,
incentive compensation, specially granted bonus awards, shift differential and
overtime pay).
<PAGE>
F-6
Participant contributions may be made from before-tax and/or after-tax income,
as provided under Sections 401(k) and 401(m) of the Internal Revenue Code,
subject to an annual dollar limit on before-tax contributions of $9,240 for 1994
($8,994 for 1993), subject to annual adjustment for inflation. In addition,
federal income tax law limits to $150,000 for 1994 ($235,840 for 1993), subject
to annual adjustment for inflation, the annual compensation on which tax-
qualified plan benefits may be based.
A Company contribution equal to 50% of each participant's contribution is made
to the Plan; however, no Company contribution is made with respect to a
participant's contribution in excess of 6% of his compensation. Therefore, the
maximum Company contribution is 3% of each participant's compensation, subject
to the annual limitations noted above.
Participants may elect to have their contributions invested in any one or more
of the following funds in which the Plan participates:
FIXED INCOME FUND
The Fixed Income Fund is invested in fixed income securities or
obligations, interest-bearing bank accounts or guaranteed income funds
established or maintained by licensed insurance companies. Excess cash
may be invested in short-term fixed income securities.
GRACE STOCK FUND
The Grace Stock Fund is invested in Grace Common Stock. Pending
investment of cash credited to this Fund, this Fund may invest in
short-term securities.
FIDELITY MUTUAL FUNDS. The Plan also offers the following five
Fidelity Mutual Funds to Plan participants:
FIDELITY BALANCED FUND is invested in both fixed income
securities and equity securities at all times.
FIDELITY GROWTH AND INCOME FUND is invested in equity securities
at all times and may be invested in fixed income securities,
depending upon market conditions.
<PAGE>
F-7
FIDELITY BLUE CHIP GROWTH FUND is invested in equity securities
of companies with higher than average earnings growth.
FIDELITY CONTRAFUND is invested in equity securities of companies
generally out of favor with the market that are judged by the
Fund's investment manager to be capable of above average growth
in value.
FIDELITY OTC PORTFOLIO is invested in equity securities of
smaller companies traded in the over-the-counter market.
At December 31, 1994 and 1993, the number of participants contributing to the
Plan are 1,437 and 1,103, respectively, and the number of participants in the
various Funds (including former employees whose funds have not yet been
distributed and who no longer contribute to the Plan) are as follows:
December 31, 1994 December 31, 1993
----------------- -----------------
Fixed Income 1,154 926
Grace Stock 1,851 207
Balanced 339 287
Growth & Income 184 59
Blue Chip Growth 545 261
Contra 276 107
OTC 101 25
The Plan provides that a statement of each participant's account be sent to the
participant at least once a year. Presently, such statements are sent at the
end of each calendar quarter.
On any business day, participants may allocate their future contributions among
the Funds and transfer the amounts related to their prior contributions in any
of the Funds to other Funds. Transfers may be in whole dollar amounts or in
multiples of 5% of the participant's account.
Company contributions are generally credited to the Employee Stock Ownership
Plan ("ESOP Fund"). The ESOP Fund is invested in Grace
<PAGE>
F-8
Common Stock. The ESOP Fund is an Employee Stock Ownership Plan, within the
meaning of the Internal Revenue Code.
Eligible employees (generally, those age 50 and older) may elect to transfer all
or a portion of their Company contributions once each year from the ESOP Fund to
any of the other Funds except the Grace Stock Fund. Such transfers may be in
whole dollar amounts or multiples of 5% of the participant's account.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Investments in publicly traded securities are valued at the last reported sales
price on the last day of the year. Investments in Fidelity Mutual Funds are
valued at the market prices quoted at year-end, which represent the net asset
value of securities held. Investments in commercial paper, U.S. Treasury Bills
and U. S. government securities mutual funds are valued at cost, which
approximates market value. Investments in insurance company contracts are
stated at contract value, which represents contributions made under the
contract plus interest at the contract rate, less funds used for withdrawals.
Loans receivable is valued at cost, which approximates market value.
The assets of the Plan are commingled in the Trust Fund of the W. R. Grace & Co.
Profit Sharing and Savings and Investment Plans ("Trust Fund") with the assets
of other tax-qualified profit sharing and savings and investment plans
maintained by the Company. The Trust Fund is administered by The Fidelity
Management Trust Company ("Trustee"). Assets and investment returns are
allocated to the plans based upon the proportion of each plan's daily net asset
balance to the daily total net asset balances of the Funds. Income of each fund
is reinvested in that fund, except that dividends paid on shares of Grace Common
Stock held in the ESOP Fund are paid to participants on a quarterly basis or
within 90 days after the end of the calendar year in which the dividends are
received. The Trustee manages the Grace Stock Fund and the ESOP Fund by
purchasing shares of Grace Common Stock and by selling shares to the extent
necessary to obtain cash for disbursements and transfers from the Funds.
Investment management of the Fixed Income Fund and investment oversight of the
Fidelity Mutual Funds is the responsibility of the Investment Committee
appointed by the Grace Board of Directors, except as delegated by that
Committee.
The Plan recognizes a gain or loss on Grace Common Stock distributed to
participants in an amount equal to the difference between the market value at
the distribution date and the average cost of the shares of such Common Stock.
The cost of securities sold is determined on the basis of average cost, and a
gain or loss is recorded equal to the difference between average cost and the
proceeds from the sale.
Amounts transferred to successor trustees are deducted from the Plan's net
assets upon the divestiture of, or discontinuance of participation by, a
participating unit.
<PAGE>
F-9
NOTE 3 - INVESTMENTS:
FIXED INCOME FUND:
The investments in the Fixed Income Fund consist primarily of guaranteed fixed
income contracts, as shown below:
Value at December 31,
-------------------------
Issuer & Rate 1994 1993 Repayment Terms
- --------------------- ------------ ------------ ---------------------
Metropolitan Life
Insurance Company:
9.55% $ 979,944 $ 752,241 Repayable in three
installments on
12/15/92, 12/15/93
and 12/15/95 or
12/15/96 (at issuer's
option)
10.05% - 742,093 Repaid in two
installments on
10/31/91 and
10/31/94
9.05% 1,186,204 914,749 Repayable on 10/15/96
7.00% 828,517 566,516 Repayable on 12/15/99
Prudential Insurance
Company:
9.13% 2,216,574 - Repayable on 6/1/97
9.75% - 991,289 Repayable on 11/30/97
8.45% - 716,415 Repayable in two
equal annual
installments com-
mencing 12/1/98
<PAGE>
F-10
Value at December 31,
-------------------------
Issuer & Rate 1994 1993 Repayment Terms
- --------------------- ------------ ------------ ---------------------
John Hancock Mutual
Life Insurance Company:
7.02% 391,516 - Repayable 6/30/01
7.85% 546,632 - Repayable 12/15/00
------------ -----------
$ 6,149,387 $ 4,683,303
------------ -----------
------------ -----------
Other investments in the Fixed Income Fund at December 31, 1994 and 1993
consisted of the following:
December 31,
-------------------------
1994 1993
----------- ----------
Commercial paper, at cost, which
approximates market value $ 53,525 $ 217,273
----------- ----------
----------- ----------
GRACE STOCK FUND:
As of December 31, 1994 and 1993, the Grace Stock Fund under the Plan held
20,285 and 13,068 shares of Grace Common Stock, respectively.
Sales/distributions of Grace Common Stock by/from the Grace Stock Fund under the
Plan resulted in net realized gains, as follows:
December 31,
-------------------------
1994 1993
----------- -----------
Proceeds from
sales/distributions
of securities $ 260,038 $ 158,395
Cost of securities
sold/distributed 253,402 124,978
----------- -----------
Net realized gains $ 6,636 $ 33,417
----------- -----------
----------- -----------
<PAGE>
F-11
Other investments in the Grace Stock Fund under the Plan at December 31, 1994
and 1993 consisted of the following:
December 31,
-----------------------
1994 1993
---------- ----------
Commercial paper, at cost, which
approximates market value $ 6,115 $ 2,854
---------- ----------
---------- ----------
ESOP Fund:
As of December 31, 1994 and 1993, this fund held 77,707 and 59,728 shares of
Grace Common Stock, respectively.
Sales/distributions of Grace Common Stock by/from the ESOP Fund under the Plan
resulted in net realized gains, as follows:
December 31,
-------------------------
1994 1993
------------ -----------
Proceeds from
sales/distributions of
securities $ 484,540 $ 269,922
Cost of securities
sold/distributed 477,922 168,432
------------ -----------
Net realized gains $ 6,618 $ 101,490
------------ -----------
------------ -----------
Other investments in the ESOP Fund at December 31, 1994 and 1993 consisted of
the following:
December 31,
-----------------------
1994 1993
---------- ----------
Commercial paper, at cost, which
approximates market value $ 31,215 $ 19,294
---------- ----------
---------- ----------
NOTE 4 - FEDERAL INCOME TAXES:
By letter dated February 13, 1989, the Internal Revenue Service stated that the
Plan, as then in effect, was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since the issuance of this
determination letter. In December 1994, Grace filed for an updated determination
letter from the Internal Revenue Service regarding whether the Plan, as amended,
<PAGE>
F-12
continues to comply with those requirements. Subject to receipt of the updated
determination letter, the Plan's administrator and the Plan's counsel believe
that the Plan, as currently in effect, is in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, they believe that the
Plan continues to be qualified and that the related Trust is tax-exempt. Subject
to the foregoing, no income taxes are required to be paid by the Plan, and
participants are not taxed on Company contributions, before-tax contributions
and any earnings or gains from investments attributable to their Plan accounts
while such contributions, earnings and gains remain in the Trust Fund.
NOTE 5- PLAN TERMINATION:
Grace anticipates that the Plan will continue indefinitely, but reserves the
right to amend or discontinue the Plan at any time. A participating unit may
terminate its participation in the Plan with the approval of Grace's Board of
Directors.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-7504) of
W. R. Grace & Co. of our report dated April 27, 1995 appearing on page F-1 of
the Annual Report of the W. R. Grace & Co. Hourly Employees Savings and
Investment Plan on Form 11-K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
New York, New York
June 27, 1995
