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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              --------------------
                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12 (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

            Grace Holding, Inc. (To Be Renamed W. R. Grace & Co.)
- --------------------------------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                Delaware                                     65-0654331
 ----------------------------------------                -------------------
 (STATE OF INCORPORATION OR ORGANIZATION)                 (I.R.S. EMPLOYER
                                                         IDENTIFICATION NO.) 
 
   One Town Center Road, Boca Raton, FL                       33486-1010
- ----------------------------------------                 -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

                                            
   If this Form relates to the                    If this Form relates to the 
   registration of a class of debt                registration of a class of debt 
   securities and is effective upon filing        securities and is to become effective
   pursuant to General                            simultaneously with the 
   Instruction A(c)(1) please check               effectiveness of a concurrent 
   the following box.       / /                   registration statement under the                                 
                                                  Securities Act of 1933 pursuant to          
                                                  General instruction A(c)(2) please 
                                                  check the following box.     / /

   

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:



                 TITLE OF EACH CLASS                               NAME OF EACH EXCHANGE ON WHICH
                 TO BE SO REGISTERED                               EACH CLASS IS TO BE REGISTERED
                 -------------------                               ------------------------------
                                                                
      Common Stock, par value $0.01 per share     }
                                                  }                New York Stock Exchange, Inc.
      Preferred Stock Purchase Rights             }



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                     None
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                               (TITLE OF CLASS)

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

            The description of the Common Stock, par value $0.01 per share,
included under the caption "Description of New Grace Capital Stock" in the
Registration Statement on Form S-1 (File No. 333-9495) filed with the
Securities and Exchange Commission ("Commission") on August 2, 1996
("Registration Statement") is incorporated herein by reference.

            The description of the Preferred Stock Purchase Rights included
under the caption "Certain Anti-takeover Effects -- Preferred Stock Purchase
Rights" in the Registration Statement is incorporated herein by reference.


ITEM 2.  EXHIBITS

           In accordance with Instruction II to Form 8-A under the Securities
Exchange Act of 1934, the following exhibits are being filed solely with the New
York Stock Exchange:

     --    Registration Statement on Form S-1 (File No. 333-9495) filed with
           the Commission on August 2, 1996 ("Registration Statement")

     --    Quarterly Report on Form 10-Q of W. R. Grace & Co. for the quarterly
           period ended June 30, 1996 (filed with the Commission on August
           14, 1996)

     --    Form of Amended and Restated Certificate of Incorporation of W. R.
           Grace & Co. (attached as Annex A to the Prospectus dated August 2,
           1996 included in the Registration Statement)

     --    Form of Amended and Restated By-laws of W. R. Grace & Co. (attached
           as Annex B to the Prospectus dated August 2, 1996 included in the
           Registration Statement)

     --    Form of Rights Agreement by and between W. R. Grace & Co. and The
           Chase Manhattan Bank, as Rights Agent (filed as Exhibit 4.1 to the
           Registration Statement)

     --    Form of W. R. Grace & Co. Common Stock Certificate (filed as Exhibit
           4.6 to the Registration Statement)

     --    Annual Report of W. R. Grace & Co., a New York corporation, for the
           year ended December 31, 1995





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         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.

                                         W. R. GRACE & CO.  
                                     ----------------------------
                                           (Registrant)



Date:  September 9, 1996             By  /s/  Robert B. Lamm
                                       --------------------------
                                              Robert B. Lamm
                                     Vice President and Secretary





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