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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
W. R. GRACE & CO.-CONN.
(Exact name of registrant as specified in its charter)
Connecticut 13-5114230
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Town Center Road
Boca Raton, Florida 33486-1010
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Name of each exchange
class to be so on which each class
registered is to be registered
________________________________________________________________________________
7 3/4% Notes Due 2002 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: NONE.
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's 7 3/4% Notes Due 2002 to be
registered hereby is contained on page S-8 through S-10 of the
Prospectus Supplement dated September 23, 1992 (filed as exhibit
3.2 hereto), and pages 3 through 16 of the Prospectus dated
October 31, 1991 (filed as exhibit 3.1 hereto), relating to a
Registration Statement on Form S-3 (Registration No. 33-43566),
and such descriptions are incorporated herein by reference.
Item 2. Exhibits.
The exhibits in parentheses below, on file with the Securities
and Exchange Commission, are incorporated herein by reference as
exhibits hereto.
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Exhibit
Number Description
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<C> <S>
1.1 Form of 7 3/4% Note Due 2002 of W. R. Grace & Co.-Conn.
(Exhibit (c) to Form 8-K of W. R. Grace & Co. dated
September 25, 1992).
2.1 Indenture dated as of September 29, 1992 among W. R.
Grace & Co.-Conn., W. R. Grace & Co. and Bankers Trust
Company, Trustee (Exhibit 4.3 to Form 10-K of W. R.
Grace & Co. filed March 26, 1993).
3.1 Pages 3 through 16 of the Prospectus dated October 31,
1991 (filed pursuant to Rule 424(c) on September 28,
1992) included in Registration Statement No. 33-43566.
3.2 Pages S-8 through S-10 of the Supplement dated
September 23, 1992 (filed pursuant to Rule 424(c) on
September 28, 1992) to the Prospectus referred to in
3.1 above.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, this 1 day of February, 1994.
W. R. GRACE & CO.-CONN.
/s/ Robert B. Lamm
Vice President and Secretary
