POWER OF ATTORNEY

	The undersigned hereby appoints Michael W. Conron,
Mark A. Shelnitz and A. Hudson La Force as her 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/her
employment with W. R. Grace & Co.  Each of such
attorneys-in-fact is appointed with full power to act
without the other.


				/s/ Pamela K. Wagoner
				(signature)



				Pamela Wagoner
				(printed name)





Dated: 	July 13, 2009

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