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 *
  WRG Asbestos PI Trust
 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)
1100 MARKET STREET		 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)

WILMINGTON, DE 19890-1625		 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)

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   (1) Common Stock 10,000,000 $ 17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WRG Asbestos PI Trust
1100 MARKET STREET
WILMINGTON, DE 19890-1625		     X    

Signatures

/s/Lewis Sifford 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) 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; provided, however, that if the issuer fails (a) to cause any registration statement to be declared effective when required by the Registration Rights Agreement, dated as of February 3, 2014, by and between the issuer and WRG Asbestos PI Trust (the "Registration Rights Agreement"), (b) to maintain the effectiveness of such registration statement or (c) if a suspension period occurs under the Registration Rights Agreement, then the expiration date shall be extended by one day for each day that such registration statement is not effective, each day that constitutes a suspension period or each day that WRG Asbestos PI Trust is unable to sell the Warrants or shares of common stock issuable upon exercise thereof due to the lack of an effective or legally compliant registration statement or prospectus.

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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