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Grace Announces Update to Crosfield Transaction


    BOCA RATON, Fla., Aug. 11 /PRNewswire/ -- W. R. Grace & Co. (NYSE: GRA)
announced today that it has agreed with the staff of the U.S. Federal Trade
Commission (FTC) to give the FTC staff advance notice of the scheduled closing
date of Grace's acquisition of the Crosfield business of Imperial Chemical
Industries PLC (ICI) (NYSE: ICI).  The likely effect of the advance notice is
that the closing of the transaction will take place in mid-September at the
earliest.  Grace and ICI are continuing to work with the FTC staff in their
investigation of the transaction in order to complete the transaction by the
end of September.
    James R. Hyde, President of Grace's Davison business, stated: "We continue
to believe that the Crosfield acquisition will be beneficial to the customers
of both Grace Davison and Crosfield and will have no anti-competitive effect."
    Crosfield is a major producer of various silica, silicate and zeolite
products, as well as hydroprocessing and specialty catalysts.  Crosfield,
which is to be integrated with Grace Davison, had 1997 sales of approximately
$270 million.
    Grace is a leading global supplier of catalysts and silica products,
specialty construction chemicals and building materials, and container
sealants and closure systems.  With annual sales of approximately
$1.5 billion, Grace has 6,300 employees and operations in nearly 40 countries.
For more information, visit Grace's Web site at http://www.grace.com.

    This announcement contains "forward-looking" information.  Future results
may differ from those discussed in this announcement.  Information concerning
some of the factors that could cause such differences can be found under the
heading "Projections and Other Forward-Looking Information" in Grace's Annual
Report on Form 10-K for 1997.

SOURCE  W. R. Grace & Co.


Web site: http://www.grace.com
Company News On-Call: http://www.prnewswire.com or fax,
800-758-5804, ext. 953375
CONTACT: Jane D. McGuinness, Media Relations, 561-362-1343, or
Susan G. Eccher, Investor Relations, 561-362-1331, both of W. R.
Grace & Co.

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