Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FRANKEL ROGER LEE
 2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2014		 3. Issuer Name and Ticker or Trading Symbol
W R GRACE & CO [GRA]
(Last)
(First)
(Middle)
2101 L STREET, N.W., SUITE 800		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WASHINGTON, DC 20037		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No Securities Beneficially Owned 0
I
See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
WARRANTS (Right to buy Common Stock) 02/03/2014   (2) Common Stock 0 $ 17 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANKEL ROGER LEE
2101 L STREET, N.W., SUITE 800
WASHINGTON, DC 20037		     X    

Signatures

/s/ Roger Frankel 02/11/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Roger Frankel, in his capacity as the Asbestos Future Claimants' Representative under the WRG Asbestos PI Trust Agreement dated February 3, 2014, is filing this Form 3. Notwithstanding anything to the contrary contained herein, the filing of this Form 3 by Mr. Frankel should not be construed as an admission by Mr. Frankel that he is, and he expressly disclaims that he is, the beneficial owner of any of the securities of WR Grace & Co.
(2) The Warrants will expire at 5:00 p.m., New York City time, on February 3, 2015 or, if such day in not a business day, the next succeeding day which is a business day.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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