W.R. Grace (GRA)

NOTICE OF DISPOSITION OF EQUITY SECURITIES

PLEASE TAKE NOTICE that [name of seller] hereby provides notice of its disposition of one or more shares of the equity securities (the “Equity Securities”) of W. R. Grace & Co. or an Option with respect thereto (the “Transfer”).

PLEASE TAKE FURTHER NOTICE that, if applicable, on [prior date(s)], [name of seller] filed a Notice of Status as a Substantial Equityholder(1) with the United States Bankruptcy Court for the District of Delaware (the “Court”) and served copies thereof on the Debtors’ counsel.

PLEASE TAKE FURTHER NOTICE that [name of seller] Beneficially Owned, immediately prior to the Transfer described in this Notice,                                         shares of Equity Securities of W. R. Grace & Co.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Transfer, [name of seller] disposed of                           shares of Equity Securities or an Option with respect to                  shares of Equity Securities. Following the Transfer, [name of seller] Beneficially Owns                    shares of Equity Securities.

PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, [name of seller] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice are true, correct and complete.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Final Order of this Court, entered on [January 26, 2005], Limiting Certain Transfers of Equity Securities of the Debtors and Approving Related Notice Procedures, this Notice is being (A) filed with the Court, and (B) served upon Kirkland & Ellis LLP, counsel to the Debtors, 200 E. Randolph Drive, Chicago, Illinois 60601, Attn.: Janet S. Baer, Esq.

(1)          For purposes of this Notice, all capitalized terms not defined herein shall have the same meaning as is set forth in the Final Order of this Court, entered (January 26, 2005], Limiting Certain Transfers of Equity Securities of the Debtors and Approving Related Notice Procedures.

NOTICE OF DISPOSITION OF EQUITY SECURITIES

PLEASE
TAKE NOTICE that [name of seller] hereby provides notice of its
disposition of one or more shares of the equity securities (the “Equity
Securities”) of W. R. Grace & Co. or an Option with respect thereto
(the “Transfer”).

PLEASE
TAKE FURTHER NOTICE that, if applicable, on [prior date(s)], [name of
seller] filed a Notice of Status as a Substantial Equityholder(1) with
the United States Bankruptcy Court for the District of Delaware (the “Court”)
and served copies thereof on the Debtors’ counsel.

PLEASE TAKE FURTHER NOTICE that [name of seller] Beneficially
Owned, immediately prior to the Transfer described in this Notice,                                        
shares of Equity Securities of W. R. Grace & Co.

PLEASE
TAKE FURTHER NOTICE that, pursuant to the Transfer, [name of seller] disposed
of                          
shares of Equity Securities or an Option with respect to                 
shares of Equity Securities. Following the Transfer, [name of seller]
Beneficially Owns                   
shares of Equity Securities.

PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [name of seller]
hereby declares that it has examined this Notice and accompanying attachments
(if any), and, to the best of its knowledge and belief, this Notice and any
attachments that purport to be part of this Notice are true, correct and
complete.

PLEASE
TAKE FURTHER NOTICE that, pursuant to the Final Order of this Court, entered on
[January 26, 2005], Limiting Certain Transfers of Equity Securities of the
Debtors and Approving Related Notice Procedures, this Notice is being (A) filed
with the Court, and (B) served upon Kirkland & Ellis LLP, counsel
to the Debtors, 200 E. Randolph Drive, Chicago, Illinois 60601, Attn.: Janet S.
Baer, Esq.

(1)          For purposes of this Notice, all capitalized terms not defined herein
shall have the same meaning as is set forth in the Final Order of this Court,
entered (January 26, 2005], Limiting Certain Transfers of Equity
Securities of the Debtors and Approving Related Notice Procedures.