POWER OF ATTORNEY

	The undersigned hereby appoints W. Brian McGowan and
Robert M. Tarola 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/ Mark A. Shelnitz
				(signature)



				Mark A. Shelnitz
				(printed name)





Dated: 	May 3, 2005

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