EXHIBIT 15
May 15, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our report dated April 23, 2002 on our review of interim
financial information of W. R. Grace & Co. (the "Company") as of and for the
period ended March 31, 2002, and included in the Company's Quarterly Report on
Form 10-Q for the quarter then ended, is incorporated by reference in its
Registration Statements on Form S-8 (Nos. 333-37024, 333-49083, 333-49507,
333-49509, 333-49511, 333-49513, 333-49515, 333-49517, 333-49703, and
333-49705).

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Baltimore, Maryland