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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
W.R. Grace & Company
___________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
___________________________________________________________
(Title of Class of Securities)
38388F108
________________________________________________
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following pages (s))
Page 1 of 4 Pages
CUSIP No. 38388F108 13G/A
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Page 2 of 4 Pages
(1) Names of Reporting Persons, S.S. or I.R.S. Identifications Nos.
of Above Persons
Sasco Capital, Inc.
______________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) / X /
_________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________
(4) Citizenship or Place of Organization
Fairfield, Connecticut
_________________________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially
Owned by 1,935,610
Each Reporting _______________________________________________
Person With (6) Shared Voting Power
None
_______________________________________________
(7) Sole Dispositive Power
3,628,010
_______________________________________________
(8) Shared Dispositive Power
None
________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,628,010
___________________________________________________________________________
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
___________________________________________________________________________
(11) Percent of Class Represented by Amount in Row (9)
5.1%
___________________________________________________________________________
(12) Type of Reporting Person*
IA
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Page 3 of 4 Pages
Item 1(a) Name of Issuer:
The issuer of the securities to which this statement relates is W.R.
Grace & Company.
Item 1(b) Address of Issuer's Principal Executive Offices:
1 Town Center Road
Boca Raton, Florida 33486-1010
Item 2(a) Name of Person Filing:
Sasco Capital, Incorporated
Item 2(b) Address of Principal Business Office:
10 Sasco Hill Road
Fairfield, CT 06430
Item 2(c) Citizenship:
Sasco Capital, Incorporated is a Connecticut corporation whose office is
at Fairfield, Connecticut.
Item 2(d) Title of Class of Securities:
Common stock, par value $0.01 per share.
Item 2(e) CUSIP Number:
38388F108
Item 3 This statement is filed pursuant to Rule 13d-1(b) and the
person filing is:
Daniel L. Leary, Secretary, for Sasco Capital, Inc.
Item 4 Ownership.
The 3,628,010 acquired by Sasco Capital, Inc. constitute 5.1% of
the outstanding shares of W.R. Grace & Company. Sasco Capital, Inc.
has beneficial ownership to direct the disposition of only these 3,628,010
and has the sole power to vote 1,935,610 shares. Sasco Capital, Inc. has
no shared powers with regards to any other shares of W.R. Grace & Company.
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Page 4 of 4 Pages
Item 5 Ownership of 5% or less of a Class
Not applicable.
Item 6 Ownership of More than 5% on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Item 10 Certification.
By signing below, I, Daniel L. Leary Secretary of Sasco Capital, Inc.,
certify that, to the best of my knowledge and belief, the securities
referred to above were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
_______________________________
Daniel L. Leary
Secretary
February 10, 2000
