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)  November 7, 2012

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 7, 2012, the Board of Directors of W. R. Grace & Co. elected Jeffry N. Quinn as a Director and appointed him to the Audit, Compensation, Nominating and Governance, and Corporate Responsibility Committees.  Grace has issued a press release announcing Mr. Quinn’s election to the Board of Directors, which is attached hereto as Exhibit 99.1

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits

99.1Press Release

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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/MICHAEL W. CONRON
		Michael W. Conron
		Assistant Secretary
Dated: November 13, 2012

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Exhibit Index

99.1 Press Release

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EX-99.1

Exhibit 99.1

Grace News #3079

Media Relations	Investor Relations
Mike Jones	Mark Sutherland
T +1 410.531.8228	T +1 410.531.4590
mike.jones@grace.com	mark.sutherland@grace.com

JEFF QUINN JOINS GRACE’S BOARD OF DIRECTORS

COLUMBIA, MARYLAND — November 12, 2012 — W. R. Grace & Co. (NYSE: GRA) today announced the election of Jeffry N. Quinn to its Board of Directors. Quinn’s election increases the size of the Board to nine directors.

Mr. Quinn, 53, is Chairman and Chief Executive Officer of The Quinn Group LLC, a diversified holding company with investments in the industrial, active lifestyle, and entertainment sectors, and Quinpario Partners LLC, an investment and operating firm in the performance materials and specialty chemical sectors.  Prior to forming The Quinn Group and Quinpario in July 2012, Mr, Quinn served as President and Chief Executive Officer of Solutia Inc., a global leader in specialty chemicals, since 2004 and also served as Chairman of the Board of Solutia since 2006. He held those positions until the sale of Solutia in July 2012 to Eastman Chemical Company.  Prior to that, Quinn served as Chief Restructuring Officer, Senior Vice President and General Counsel at Solutia, Executive Vice President of Premcor, Inc. and Senior Vice President, General Counsel and Secretary of Arch Coal Inc.  He holds both a Juris Doctor and a mining engineering degree from the University of Kentucky, and serves on the board of directors of Tronox Limited, one of the world’s largest fully integrated producers of titanium ore and titanium dioxide, and MEMC Electronic Materials, Inc., a global leader in semiconductor and solar technology.

“With his deep knowledge and experience in the chemicals and materials businesses, Jeff is a perfect fit for our Board,” said Fred Festa, Grace’s Chairman and CEO.  “We look forward to his contributions and guidance as we look to execute on our long-term strategic plans.”

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About Grace

Grace is a leading global supplier of catalysts; engineered and packaging materials; and, specialty construction chemicals and building materials. The company’s three industry-leading business segments—Grace Catalysts Technologies, Grace Materials Technologies and Grace Construction Products—provide innovative products, technologies and services that enhance the quality of life. Grace employs approximately 6,000 people in over 40

www.grace.com Enriching Lives, Everywhere.®

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countries and had 2011 net sales of $3.2 billion. More information about Grace is available at www.grace.com.

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