W. R. Grace & Co.
 GRACE NEWS                                                  7500 Grace Drive
                                                             Columbia, MD 21044

CONTACT:   Media Relations:                           Investor Relations:
           Greg Euston                                Bridget Sarikas
           212-468-3734                               410-531-4194
           Greg.Euston@mslpr.com                      Bridget.Sarikas@grace.com
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                        NORRIS TO STEP DOWN AS GRACE CEO,
                        REMAIN AS NON-EXECUTIVE CHAIRMAN
                           FESTA TO SUCCEED HIM AS CEO


         COLUMBIA, MARYLAND, NOVEMBER 19, 2004 - W. R. Grace & Co. (NYSE: GRA)
announced today that Paul Norris will step down as Chief Executive Officer
effective May 31, 2005, but will remain on the Board of Directors as
non-executive Chairman focusing on Grace's reorganization. Fred Festa, currently
President and Chief Operating Officer, will succeed Norris as Chief Executive
Officer.

         "I believe that this is the appropriate time to complete the transition
of responsibilities from me to Fred that we started a year ago," Norris said.
"The businesses are in very good shape, our Plan of Reorganization is before the
Bankruptcy Court, and Fred has done a great job as Chief Operating Officer
building credibility with all of our stakeholders."

         Mr. Norris, 57 years old, joined Grace as President and CEO in November
1998 and was appointed Chairman in January 1999. Prior to joining Grace, he
served as Senior Vice President of AlliedSignal Incorporated. Mr. Norris started
his career with Grace as a lab technician while still in school, leaving in 1981
and rejoining 17 years later as CEO.

         "I am looking forward to building on Paul's record of success with
continued revenue growth, accelerated productivity improvements and a focus on
delivering a wider assortment of high quality products and services to our
customers," Festa said. "For the past year I have focused my energy on turning
Grace into an integrated operating company that relies on consolidated business
functions and common





practices to make ourselves more efficient. Removing complexity from all of our
processes, whether manufacturing or administrative, will better position us to
deliver superior products and services to our customers around the world."

         Mr. Festa joined Grace as President and COO in November 2003.
Previously, he was a partner with Morgenthaler Private Equity. He remains an
outside director of Formed Fiber Technologies, in which Morgenthaler is the
principal shareholder. Prior to joining Morgenthaler, he served as President and
CEO of ICG Commerce and held positions in finance and general management with
AlliedSignal.

                                 * * * * *

         Grace is a leading global supplier of catalysts and other products and
services to petroleum refiners; catalysts for the manufacture of plastics;
silica-based engineered and specialty materials for a wide-range of industrial
applications; specialty chemicals, additives and materials for commercial and
residential construction; and, sealants and coatings for food packaging. With
annual sales of approximately $2 billion, Grace has over 6,000 employees and
operations in nearly 40 countries. For more information, visit Grace's web site
at www.grace.com.
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         This announcement contains forward-looking statements that involve
risks and uncertainties, as well as statements that are preceded by, followed by
or include the words "believes," "plans," "intends," "targets," "will,"
"expects," "anticipates," or similar expressions. For such statements, Grace
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from the results predicted, and reported results
should not be considered as an indication of future performance. Factors that
could cause actual results to differ from those contained in the forward-looking
statements include those factors set forth in Grace's most recent Annual Report
on Form 10-K and quarterly reports on Form 10-Q, which have been filed with the
SEC.

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