File No. 33-59041


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                            ----------------------

                               W. R. GRACE & CO.
            (Exact name of registrant as specified in its charter)

              NEW YORK                                      13-3461988
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

                             ONE TOWN CENTER ROAD
                        BOCA RATON, FLORIDA 33486-1010
         (Address of principal executive offices, including zip code)

                            ----------------------

                  NMC EMPLOYEES' SAVINGS AND INVESTMENT PLAN
                           (Full title of the Plan)

                            ----------------------

                                ROBERT B. LAMM
                               W. R. GRACE & CO.
                             ONE TOWN CENTER ROAD
                        BOCA RATON, FLORIDA 33486-1010
                                 407/362-1645
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)






    





         The purpose of this Post-Effective Amendment No. 1 to Registration
Statement No. 33-59041 on Form S-8 ("Registration Statement") is to withdraw
the Registration Statement.

         Of the 1,000,000 shares of common stock, par value $1.00 per share
(the "Common Stock"), of W. R. Grace & Co. that were registered under the
Registration Statement, no shares were issued pursuant to the Registration
Statement and the NMC Employees' Savings and Investment Plan (the "Plan")
described in the Registration Statement. Shares of Common Stock were to be
offered under the Plan for issuance beginning in July 1995. It was
subsequently determined that no shares of Common Stock would be issued under
the Plan.


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                                   SIGNATURE
                                   ---------

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boca Raton, State of Florida, on the 17th day of September, 1996.


                                                 W. R. GRACE & CO.


                                                 By /s/ Robert B. Lamm
                                                   -----------------------
                                                        Robert B. Lamm
                                                       Agent for Service


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