POWER OF ATTORNEY

	The undersigned hereby appoints David B. Siegel
and Mark A. Shelnitz as his true and lawful attorneys-in-fact
 for the purpose of signing Statements on Forms 3, 4
and 5, and all amendments thereto, to be filed with the
 Securities and Exchange Commission with respect to the
 holdings, and future changes in such holdings, for the
undersigned in securities of W. R. Grace & Co, for the
term of his employment with W. R. Grace & Co.  Each of
such attorneys-in-fact is appointed with full power to act
without the other.


				/s/ Alfred E. Festa
				(signature)



				Alfred E. Festa
				(printed name)





Dated: 	November 19, 2003

U:\SEC\POWER OF ATTORNEY - new COO.doc