POWER OF ATTORNEY

    The undersigned hereby appoints Michael W. Conron,
Sean E. Dempsey, Eric J. Eller, Hudson La Force 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 directorship with W. R. Grace
& Co.  Each of such attorneys-in-fact is appointed
with full power to act without the other.


                /s/ Christopher J. Steffen
                (signature)



                Christopher J. Steffen
                (printed name)





Dated:     January 7, 2014