POWER OF ATTORNEY

	The undersigned hereby appoints W. Brian McGowan,
Robert M. Tarola 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/ Gregory E. Poling
				(signature)



				Gregory E. Poling
				(printed name)





Dated: 	March 7,2005

U:\SEC\POWER OF ATTORNEY - Poling.doc