UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) DECEMBER 9, 2004 --------------------------- W. R. GRACE & CO. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-13953 65-0773649 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 7500 GRACE DRIVE COLUMBIA, MARYLAND 21044 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (410) 531-4000 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) W. R. GRACE & CO. FORM 8-K CURRENT REPORT Item 8.01 Other Events. ------------- On December 9, 2004 three executive officers and four other officers of W. R. Grace & Co. adopted written trading plans in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. These plans relate to the sale of stock that may be purchased upon the exercise of nonqualified Grace stock options that were previously granted on March 2, 1995 for up to 404,863 shares of Grace common stock. These options expire on March 1, 2005. Under the terms of the plans, such officers have instructed Wachovia Securities, LLC to exercise the options and sell the underlying stock on designated days during the 10 business days from February 15 through March 1, 2005, so long as the market price of the common stock exceeds the exercise price (including commission). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. W. R. GRACE & CO. ---------------------- (Registrant) By /s/ Mark A. Shelnitz --------------------- Mark A. Shelnitz Secretary Dated: December 10, 2004