8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  February 5, 2010

W. R. GRACE & CO.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13953	65-0773649
(Commission File Number)	(IRS Employer Identification No.)

7500 Grace Drive
Columbia, Maryland	21044
(Address of Principal Executive Offices)	(Zip Code)

(410) 531-4000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

W. R. GRACE & CO.

FORM 8-K

CURRENT REPORT

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective as of February 5, 2010, Paul J. Norris resigned as a member of the Board of Directors of W. R. Grace & Co.

Item 7.01.Regulation FD Disclosure

On February 9, 2010, W. R. Grace & Co.(“Grace”) issued a press release announcing the resignation of Paul J. Norris as a member of the Grace Board of Directors.  A copy of the press release is attached as Exhibit 99.2 to this Report and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Letter of Paul J. Norris dated February 5, 2010.
99.2	Press release issued by W. R. Grace & Co. announcing resignation of Paul J. Norris as a member of the Board of Directors.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

W. R. GRACE & CO.
(Registrant)
By	/s/ Mark A. Shelnitz
	Mark A. Shelnitz
	Secretary

Dated:  February 9, 2010

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter of Paul J. Norris dated February 5, 2010.
99.2	Press release issued by W. R. Grace & Co. announcing resignation of Paul J. Norris as a member of the Board of Directors.

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EX-99.1

Exhibit 99.1

February 5, 2010

PAUL J. NORRIS

Mr. A. E. Festa

Chairman & Chief Executive Officer

W. R. Grace & Co.

7500 Grace Dr.

Columbia, MD 21044

Dear Fred,

Effective today, I am resigning from the W. R. Grace & Co. Board of Directors to spend more time on my other business activities.  I wish you, the Board of Directors and my former colleague’s best wishes for health, happiness and success in all your endeavors.

Sincerely,

/s/ Paul

Paul J. Norris

EX-99.2

Exhibit 99.2

Grace News

Media Relations:	Investor Relations:
Andrea Greenan	Susette Smith
T  +1 410.531.4391	T  + 1 410.531.4590
E  andrea.greenan@grace.com	E  susette.smith@grace.com

GRACE ANNOUNCES PAUL J. NORRIS’ RESIGNATION FROM ITS BOARD OF DIRECTORS

COLUMBIA, MD — February 9, 2010 — W. R. Grace & Co. (NYSE: GRA) has announced that Paul J. Norris has resigned from its Board of Directors, a transition planned in 2009.  Mr. Norris joined Grace as President and Chief Executive Officer in 1998 and was elected Chairman of the Board in 1999. He served as President until 2003, CEO until 2005 and remained a member of Grace’s Board after relinquishing the Chairman responsibility in 2008. The Grace Board has nine members after Mr. Norris’ resignation.

“Paul led Grace through one of the most challenging times in its history,” said Fred Festa, Grace’s Chairman, President and Chief Executive Officer. “While managing through this period, Paul sharpened Grace’s focus on growth and productivity. He introduced Six Sigma concepts at Grace and new approaches to safety. Each year, Grace locations around the world strive to receive the Norris Award for outstanding safety performance.  We thank him for his service to Grace and wish him well.”

Grace is a leading global supplier of catalysts and other products to petroleum refiners; catalysts for the manufacture of plastics; silica-based engineered and specialty materials for a wide range of industrial applications; sealants and coatings for food and beverage packaging, and specialty chemicals, additives and building materials for commercial and residential construction. Founded in 1854, Grace has operations in over 40 countries. For more information, visit Grace’s web site at www.grace.com.

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