As filed with the Securities and Exchange Commission on November 14, 2005

Registration No. 333-49703

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)


Delaware 65-0773649
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)  

7500 Grace Drive
Columbia, Maryland 21044-4098
(Address of Principal Executive Offices including zip code)

W. R. Grace & Co. Savings and Investment Plan
(formerly W. R. Grace & Co. Salaried Employees Savings and Investment Plan)
(Full Title of the Plan)

Mark A. Shelnitz
Vice President, General Counsel and Secretary
W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044
410/531-4212
(Name, address, including zip code, and telephone
number, including area code, of agent for service)




DEREGISTRATION

In accordance with the undertakings contained in Part II of this Registration Statement and Item 512 of Regulation S-K, W. R. Grace & Co. (the "Corporation") has filed this Post-Effective Amendment No. 1 to remove from registration the shares of Corporation Common Stock, par value $0.01 per share, (the "Common Stock") registered by the Corporation in this Registration Statement for issuance pursuant to the W. R. Grace & Co. Savings and Investment Plan (the "Plan"). Pursuant to a determination by the independent trustee of the Plan, the previously available investment option under the Plan, which permitted Plan participants to invest in a fund that held shares of the Common Stock, has been terminated and such fund has been liquidated.

ITEM 8.    EXHIBITS.

The following exhibits have been filed with this Registration Statement:

Exhibit No.  Exhibit Title
24  Power of Attorney



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 (Registration No. 333-49703) to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbia, Maryland on this 14th day of November 2005.

W. R. GRACE & CO.
By /s/ Alfred E. Festa
Alfred E. Festa
President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.


Signature Title Date
/s/ Alfred E. Festa
 Alfred E. Festa
Chief Executive
Officer (Principal
Executive Officer)
November 14, 2005
/s/ Robert M. Tarola
 Robert M. Tarola
Chief Financial Officer
(Principal Financial
and Accounting
Officer)
November 14, 2005
John F. Akers
H. Furlong Baldwin
Ronald C. Cambre
Alfred E. Festa
Marye Anne Fox
John J. Murphy
Paul J. Norris
Thomas A. Vanderslice
Director
Director
Director
Director
Director
Director
Director
Director
 
By: /s/ Mark A. Shelnitz
        Mark A. Shelnitz
        Attorney-in-Fact
  November 14, 2005



EXHIBIT INDEX

Exhibit No.  Exhibit Title
24  Power of Attorney