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 *
  Dockman William C.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2012		 3. Issuer Name and Ticker or Trading Symbol
W R GRACE & CO [GRA]
(Last)
(First)
(Middle)
C/O W. R. GRACE & CO., 7500 GRACE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

COLUMBIA, MD 21044		 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)
Common Stock, par value $0.01 per share (1) 100
D
 

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
Employee Stock Options (rights to buy) 03/01/2011 09/11/2013 Common Stock (1) 11,180 $ 19.71 D  
Employee Stock Options (rights to buy)   (2) 05/07/2014 Common Stock (1) 9,710 $ 9.785 D  
Employee Stock Options (rights to buy)   (3) 05/05/2015 Common Stock (1) 12,250 $ 27.745 D  
Employee Stock Options (rights to buy)   (4) 05/05/2016 Common Stock (1) 10,000 $ 42.255 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dockman William C.
C/O W. R. GRACE & CO.
7500 GRACE DRIVE
COLUMBIA, MD 21044		       Controller  

Signatures

Michael W. Conron 02/14/2012
**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) Each share of Common Stock also represents one Preferred Share Purchase Right. Each such Right entitles the holder to purchase Preferred Stock or other securities or property upon the occurrence of certain events and subject to certain conditions.
(2) 4,974 are currently exercisable and 4,736 become exercisable on 05/07/2012.
(3) 4,084 are currently exercisable, 4,083 become exercisable on 05/05/2012 and 4,083 become exercisable on 05/05/2013.
(4) 3,334 become exercisable on 05/04/2012, 3,333 become exercisable on 05/03/2013 and 3,333 become exercisable on 05/05/2014.

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