<PAGE>

                                                  Registration No.33-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  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; zip code)

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

                              W. R. GRACE & CO.
                         1994 STOCK INCENTIVE 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)

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

                       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
  $1.00 PER SHARE             3,000,000 SHARES    $41.313             $123,939,000        $37,182

==========================================================================================================

<FN>
 * 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 trading on
   June 14, 1994.
</TABLE>

<PAGE>
                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations promulgated 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.
("Company") 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.   All other reports filed by the Company 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 fiscal year for
               which an Annual Report on Form 10-K has been filed.

          3.   The description of the Company's Common Stock contained in
               Item 4 of the Company's Registration Statement on Form 8-B, as
               amended.

          All documents subsequently filed by the Company 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 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.


                                      2
<PAGE>

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          BY-LAWS; STATE LAW. Under its By-laws, the Company is empowered, to
the full extent permitted by New York law, to indemnify its directors and
officers. New York law generally permits the Company to indemnify its
directors and officers against judgments, fines, amounts paid in settlement
and expenses, including attorneys' fees, resulting from various types of
legal actions or proceedings if the actions of the party being indemnified
meet the standards of conduct specified under New York 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 shareholders 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 as part of this Registration
Statement:

EXHIBIT NO.                             EXHIBIT
- -----------                             -------

     5                        Opinion of Robert H. Beber, Esq.

     23.1                     Consent of Price Waterhouse

     23.2                     Consent of Robert H. Beber, Esq.
                              (contained in Exhibit 5)

     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.


                                      4
<PAGE>

          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 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.


                                      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 /s/B. J. SMITH
                                     -----------------
Date: June 20, 1994                      B. J. Smith
                                (Executive Vice President)

          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 June 20, 1994.

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

      J. P. Bolduc*                President and Director
                              (Principal Executive Officer)

G. C. Dacey*
E. W. Duffy*                            V. A. Kamsky*         }
H. A. Eckmann*                          P. S. Lynch*          }
C. H. Erhart, Jr.*                      R. C. Macauley*       }
J. W. Frick*                            R. Milliken*          }
J. P. Grace*                            E. W. Pyne*           }    Directors
C. L. Hampers*                          D. W. Robbins, Jr.*   }
G. J. Humphrey*                         E. J. Sullivan*       }
G. P. Jenkins*                          D. L. Yunich*         }




 /s/B. J. SMITH           Executive Vice President
- -----------------       (Principal Financial Officer)
   (B. J. Smith)

 /s/R. N. SUKENIK      Vice President and Controller
- -------------------    (Principal Accounting Officer)
   (R. N. Sukenik)
____________
* 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>

                                EXHIBIT INDEX
                                -------------


Exhibit No.              Exhibit
- -----------              -------

5                        Opinion of Robert H. Beber, Esq.

23.1                     Consent of Price Waterhouse

23.2                     Consent of Robert H. Beber, Esq,
                         (contained in exhibit 5)

24                       Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13553}]
{"company-data": {"conformed-name": "GRACE W R & CO /NY/", "cik": "0000042872", "assigned-sic": "2800", "irs-number": "133461988", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54203", "film-number": "94534826"}, "business-address": {"street1": "ONE TOWN CENTER RD", "city": "BOCA RATON", "state": "FL", "zip": "33486-1010", "phone": "4073622000"}, "former-company": {"former-conformed-name": "GRACE W R & CO /CT/", "date-changed": "19900423"}}
Registration No.33-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  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; zip code)

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

                              W. R. GRACE & CO.
                         1994 STOCK INCENTIVE 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)

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

                       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
  $1.00 PER SHARE             3,000,000 SHARES    $41.313             $123,939,000        $37,182

==========================================================================================================
* 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 trading on
   June 14, 1994.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations promulgated 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.
("Company") 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.   All other reports filed by the Company 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 fiscal year for
               which an Annual Report on Form 10-K has been filed.

          3.   The description of the Company's Common Stock contained in
               Item 4 of the Company's Registration Statement on Form 8-B, as
               amended.

          All documents subsequently filed by the Company 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 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.

                                      2
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          BY-LAWS; STATE LAW. Under its By-laws, the Company is empowered, to
the full extent permitted by New York law, to indemnify its directors and
officers. New York law generally permits the Company to indemnify its
directors and officers against judgments, fines, amounts paid in settlement
and expenses, including attorneys' fees, resulting from various types of
legal actions or proceedings if the actions of the party being indemnified
meet the standards of conduct specified under New York 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 shareholders 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 as part of this Registration
Statement:

EXHIBIT NO.                             EXHIBIT
- -----------                             -------

     5                        Opinion of Robert H. Beber, Esq.

     23.1                     Consent of Price Waterhouse

     23.2                     Consent of Robert H. Beber, Esq.
                              (contained in Exhibit 5)

     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.

                                      4
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 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.

                                      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 /s/B. J. SMITH
                                     -----------------
Date: June 20, 1994                      B. J. Smith
                                (Executive Vice President)

          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 June 20, 1994.

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

      J. P. Bolduc*                President and Director
                              (Principal Executive Officer)

G. C. Dacey*
E. W. Duffy*                            V. A. Kamsky*         }
H. A. Eckmann*                          P. S. Lynch*          }
C. H. Erhart, Jr.*                      R. C. Macauley*       }
J. W. Frick*                            R. Milliken*          }
J. P. Grace*                            E. W. Pyne*           }    Directors
C. L. Hampers*                          D. W. Robbins, Jr.*   }
G. J. Humphrey*                         E. J. Sullivan*       }
G. P. Jenkins*                          D. L. Yunich*         }

 /s/B. J. SMITH           Executive Vice President
- -----------------       (Principal Financial Officer)
   (B. J. Smith)

 /s/R. N. SUKENIK      Vice President and Controller
- -------------------    (Principal Accounting Officer)
   (R. N. Sukenik)
____________
* 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
EXHIBIT INDEX
                                -------------

Exhibit No.              Exhibit
- -----------              -------

5                        Opinion of Robert H. Beber, Esq.

23.1                     Consent of Price Waterhouse

23.2                     Consent of Robert H. Beber, Esq,
                         (contained in exhibit 5)

24                       Powers of Attorney