<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                             ----------------------                           

                               W. R. GRACE & CO.
                (FORMERLY NAMED GRACE SPECIALTY CHEMICALS, INC.)
             (Exact name of registrant as specified in its charter)

          DELAWARE                                          65-0773649
  (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)

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

        W. R. GRACE & CO. SALARIED 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
                                  561/362-1645
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE  AMOUNT TO         OFFERING PRICE      AGGREGATE          AMOUNT OF
        REGISTERED*        BE REGISTERED     PER SHARE**         OFFERING PRICE**   REGISTRATION FEE
        -----------        -------------     -----------         ----------------   ----------------
<S>                        <C>               <C>                 <C>                <C> 
Common Stock, par value
  $0.01 per share          9,000,000 Shares  $19.46875           $175,218,750       $51,689.53
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------

</TABLE>

*        In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         referred to herein.

**       Estimated for the sole purpose of computing the registration fee.
         Pursuant to Rule 457(c), the stated price represents the average of
         the high and low prices of the registrant's Common Stock in composite
         when-issued trading on April 1, 1998.

                                             

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations thereunder, the document or documents containing the information
specified in Part I of Form S-8 are not required to be filed with the
Securities and Exchange Commission ("SEC") as part of this Form S-8
Registration Statement and, therefore, are not set forth herein.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the SEC by W. R. Grace & Co.,
formerly named Grace Specialty Chemicals, Inc. ("Company"), and the W. R. Grace
& Co. Salaried Employees Savings and Investment Plan ("Plan") are hereby
incorporated herein by reference:

             1.  The Company's Annual Report on Form 10-K for the latest fiscal 
                 year for which such a report has been filed.

             2.  The Plan's Annual Report on Form 11-K for the latest fiscal 
                 year for which such a report has been filed.

             3.  All other reports filed by the Company or the Plan
                 with the SEC pursuant to Section 13(a) or 15(d) of
                 the Securities Exchange Act of 1934 ("Exchange Act")
                 since the end of the latest fiscal year for which an
                 Annual Report on Form 10-K has been filed.

             4.  The description of the Company's Common Stock
                 included under the caption "Description of New Grace
                 Capital Stock" in the Company's Information
                 Statement, dated February 13, 1998, included in a
                 Registration Statement on Form 10 filed March 13,
                 1998.

         All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be

                                       2

<PAGE>

incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

         ITEM 4.    DESCRIPTION OF SECURITIES.

                  Not applicable.

         ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

         ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         BY-LAWS; STATE LAW. Under its By-laws, the Company is empowered, to
the fullest extent permitted by Delaware law, to indemnify its directors and
officers. The Bylaws provide that the Company will indemnify its directors and
officers against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties, and amounts paid in settlement)
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified under
Delaware law. Determinations concerning whether or not the applicable standards
have been met can be made by (a) a disinterested majority of the Board of
Directors, (b) independent legal counsel or (c) an affirmative vote of a
majority of the voting power held by stockholders entitled to vote thereon.

         INSURANCE. The directors and officers of the Company are insured
against losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.

         ITEM 7.    EXEMPTIONS FROM REGISTRATION CLAIMED.

                  Not applicable.

         ITEM 8.    EXHIBITS.

         The following exhibits have been filed with this Registration
Statement:

   Exhibit No.                            Exhibit
   -----------                            -------
      5                    Internal Revenue Service determination letter

     23                    Consent of Price Waterhouse LLP 

     24                    Powers of Attorney


                                       3

<PAGE>



         ITEM 9.    UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

                  (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

         (d) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the 

                                       4

<PAGE>


foregoing provisions, or otherwise, the Registrant has been advised that in 
the opinion of the SEC such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the 
payment by the Registrant of expenses incurred or paid by a director, officer 
or controlling person of the Registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                  EXPERTS
                                  -------

                   The audited financial statements incorporated in this
Registration Statement by reference have been so incorporated in reliance upon
the reports of Price Waterhouse LLP, independent certified public accountants,
given on the authority of such firm as experts in auditing and accounting.

                                       5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida.

                                        W. R. GRACE & CO.

                                        By    L. Ellberger*
                                           ---------------------------------
Date:  April 8, 1998                    (Senior  Vice President and Chief
                                             Financial Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 8, 1998.

             Signature                     Title
             ---------                     -----

             A. J. Costello*           Director; Chairman, President
                                         and Chief Executive Officer
                                         (Principal Executive Officer)

J. F. Akers*                           T. A. Holmes*         }
H. A. Eckmann*                         J. J. Murphy*         }    Directors
M. A. Fox*                             T. A. Vanderslice*    }
J. W. Frick*                                                 }

         L. Ellberger*        Senior Vice President and Chief Financial Officer
                                    (Principal Financial Officer)

         K. A. Browne*        Vice President and Controller
                                    (Principal Accounting Officer)

--------
*    By signing his name hereto, Robert B. Lamm is signing this document on
     behalf of each of the persons indicated above pursuant to powers of
     attorney duly executed by such persons and filed with the Securities and
     Exchange Commission.

                                                        By /s/ROBERT B. LAMM
                                                          ---------------------
                                                        Robert B. Lamm
                                                        (Attorney-in-Fact)

                                       6

<PAGE>



                                   SIGNATURES

The Plan

         Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the W. R. Grace & Co. Salaried Employees Savings
and Investment Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boca
Raton, State of Florida, on April 8, 1998.


                                     W. R. GRACE & CO. SALARIED EMPLOYEES
                                         SAVINGS AND INVESTMENT PLAN



                                     BY  /s/ P. DONAYRI
                                        --------------------------------
                                        (Chairman, Administrative Committee)



<PAGE>




                                 EXHIBIT INDEX


Exhibit No.                      Exhibit
-----------                      -------
   5                             Internal Revenue Service determination letter

  23                             Consent of Price Waterhouse LLP

  24                             Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 15418}]
{"company-data": {"conformed-name": "GRACE SPECIALTY CHEMICALS INC", "cik": "0001045309", "assigned-sic": "2800", "irs-number": "650773649", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49703", "film-number": "98590077"}, "business-address": {"street1": "ONE TOWN CENTER ROAD", "city": "BOCA RATON", "state": "FL", "zip": "33486-1010", "phone": "5613622000"}, "mail-address": {"street1": "ONE TOWN CENTER ROAD", "city": "BOCA RATON", "state": "FL", "zip": "33486-1010"}, "former-company": {"former-conformed-name": "GRACE SPECIALTY CHEMICALS INC", "date-changed": "19970902"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                             ----------------------                           

                               W. R. GRACE & CO.
                (FORMERLY NAMED GRACE SPECIALTY CHEMICALS, INC.)
             (Exact name of registrant as specified in its charter)

          DELAWARE                                          65-0773649
  (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)

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

        W. R. GRACE & CO. SALARIED 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
                                  561/362-1645
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE  AMOUNT TO         OFFERING PRICE      AGGREGATE          AMOUNT OF
        REGISTERED*        BE REGISTERED     PER SHARE**         OFFERING PRICE**   REGISTRATION FEE
        -----------        -------------     -----------         ----------------   ----------------
Common Stock, par value
  $0.01 per share          9,000,000 Shares  $19.46875           $175,218,750       $51,689.53
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
*        In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         referred to herein.

**       Estimated for the sole purpose of computing the registration fee.
         Pursuant to Rule 457(c), the stated price represents the average of
         the high and low prices of the registrant's Common Stock in composite
         when-issued trading on April 1, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations thereunder, the document or documents containing the information
specified in Part I of Form S-8 are not required to be filed with the
Securities and Exchange Commission ("SEC") as part of this Form S-8
Registration Statement and, therefore, are not set forth herein.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the SEC by W. R. Grace & Co.,
formerly named Grace Specialty Chemicals, Inc. ("Company"), and the W. R. Grace
& Co. Salaried Employees Savings and Investment Plan ("Plan") are hereby
incorporated herein by reference:

             1.  The Company's Annual Report on Form 10-K for the latest fiscal 
                 year for which such a report has been filed.

             2.  The Plan's Annual Report on Form 11-K for the latest fiscal 
                 year for which such a report has been filed.

             3.  All other reports filed by the Company or the Plan
                 with the SEC pursuant to Section 13(a) or 15(d) of
                 the Securities Exchange Act of 1934 ("Exchange Act")
                 since the end of the latest fiscal year for which an
                 Annual Report on Form 10-K has been filed.

             4.  The description of the Company's Common Stock
                 included under the caption "Description of New Grace
                 Capital Stock" in the Company's Information
                 Statement, dated February 13, 1998, included in a
                 Registration Statement on Form 10 filed March 13,
                 1998.

         All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be

                                       2
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

         ITEM 4.    DESCRIPTION OF SECURITIES.

                  Not applicable.

         ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

         ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         BY-LAWS; STATE LAW. Under its By-laws, the Company is empowered, to
the fullest extent permitted by Delaware law, to indemnify its directors and
officers. The Bylaws provide that the Company will indemnify its directors and
officers against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties, and amounts paid in settlement)
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified under
Delaware law. Determinations concerning whether or not the applicable standards
have been met can be made by (a) a disinterested majority of the Board of
Directors, (b) independent legal counsel or (c) an affirmative vote of a
majority of the voting power held by stockholders entitled to vote thereon.

         INSURANCE. The directors and officers of the Company are insured
against losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.

         ITEM 7.    EXEMPTIONS FROM REGISTRATION CLAIMED.

                  Not applicable.

         ITEM 8.    EXHIBITS.

         The following exhibits have been filed with this Registration
Statement:

   Exhibit No.                            Exhibit
   -----------                            -------
      5                    Internal Revenue Service determination letter

     23                    Consent of Price Waterhouse LLP 

     24                    Powers of Attorney

                                       3
ITEM 9.    UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

                  (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

         (d) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the 

                                       4
foregoing provisions, or otherwise, the Registrant has been advised that in 
the opinion of the SEC such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the 
payment by the Registrant of expenses incurred or paid by a director, officer 
or controlling person of the Registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                  EXPERTS
                                  -------

                   The audited financial statements incorporated in this
Registration Statement by reference have been so incorporated in reliance upon
the reports of Price Waterhouse LLP, independent certified public accountants,
given on the authority of such firm as experts in auditing and accounting.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida.

                                        W. R. GRACE & CO.

                                        By    L. Ellberger*
                                           ---------------------------------
Date:  April 8, 1998                    (Senior  Vice President and Chief
                                             Financial Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 8, 1998.

             Signature                     Title
             ---------                     -----

             A. J. Costello*           Director; Chairman, President
                                         and Chief Executive Officer
                                         (Principal Executive Officer)

J. F. Akers*                           T. A. Holmes*         }
H. A. Eckmann*                         J. J. Murphy*         }    Directors
M. A. Fox*                             T. A. Vanderslice*    }
J. W. Frick*                                                 }

         L. Ellberger*        Senior Vice President and Chief Financial Officer
                                    (Principal Financial Officer)

         K. A. Browne*        Vice President and Controller
                                    (Principal Accounting Officer)

--------
*    By signing his name hereto, Robert B. Lamm is signing this document on
     behalf of each of the persons indicated above pursuant to powers of
     attorney duly executed by such persons and filed with the Securities and
     Exchange Commission.

                                                        By /s/ROBERT B. LAMM
                                                          ---------------------
                                                        Robert B. Lamm
                                                        (Attorney-in-Fact)

                                       6
SIGNATURES

The Plan

         Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the W. R. Grace & Co. Salaried Employees Savings
and Investment Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boca
Raton, State of Florida, on April 8, 1998.

                                     W. R. GRACE & CO. SALARIED EMPLOYEES
                                         SAVINGS AND INVESTMENT PLAN

                                     BY  /s/ P. DONAYRI
                                        --------------------------------
                                        (Chairman, Administrative Committee)
EXHIBIT INDEX

Exhibit No.                      Exhibit
-----------                      -------
   5                             Internal Revenue Service determination letter

  23                             Consent of Price Waterhouse LLP

  24                             Powers of Attorney