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Grace To Merge Cryovac(R) Business With Sealed Air in Tax-Free Transaction Creating Two New Public Companies



      New Sealed Air, Led by T.J. Dermot Dunphy, Will Be World's Leading
                  Protective and Specialty Packaging Company

      Grace Shareholders to Own 63% of New Packaging Company and Retain
           100% Ownership of New Grace Specialty Chemicals Company

       Transaction Value to Grace and Its Shareholders Is Approximately
    $5 Billion, Including $1.2 Billion Cash Contribution to the New Grace

    BOCA RATON, Fla., and SADDLE BROOK, N.J., Aug. 14 /PRNewswire/ --  W. R.
Grace & Co. (NYSE: GRA) and Sealed Air Corporation (NYSE: SEE) today announced
they have entered into a definitive agreement to combine Grace's packaging
business with Sealed Air to create a new publicly owned company, to be called
Sealed Air, that will be the world's leading protective and specialty
packaging company, with annual sales in excess of $2.5 billion.
    The transaction, tax-free to both companies and their shareholders, is
expected to be completed in early 1998.  Prior to the merger, Grace's
specialty chemicals businesses will become a new publicly traded company that
will be spun off to Grace shareholders.  The new company will consist of Grace
Davison, Grace Construction Products and DAREX Container Products, have annual
sales of approximately $1.5 billion and retain the Grace name.  The
transaction will be preceded by a $1.2 billion capital contribution to the new
Grace specialty chemicals company, which will use the cash to pay down
substantially all of its debt.
    Grace shareholders will receive approximately 40.9 million common shares
and 36 million new convertible preferred shares in the new Sealed Air.  The
convertible preferred shares will have a stated value of $1.8 billion, be
convertible into approximately 31.8 million common shares of the new Sealed
Air at a per share conversion price of $56.525 and will pay dividends at a
four percent annual rate.  On a fully diluted basis, Grace shareholders and
current Sealed Air shareholders will own 63 percent and 37 percent,
respectively, of the new Sealed Air.
    Based on Sealed Air's stock price at the close on August 13, the merger
has an estimated value to Grace and Grace shareholders of approximately
$5 billion, including $1.9 billion of Sealed Air common stock, $1.8 billion
face amount of the convertible preferred shares and the $1.2 billion cash
contribution to Grace at the time of the merger.
    Excluding the effect of transaction and integration costs, the transaction
is expected to be accretive to Sealed Air's earnings per share going forward.
    Albert J. Costello, chairman, president and chief executive officer of
Grace, will continue to be chairman, president and chief executive officer of
the new Grace specialty chemicals company, and T.J. Dermot Dunphy, chairman
and chief executive officer of Sealed Air, will be chairman and chief
executive officer of the new Sealed Air.
    Mr. Costello said, "This transaction provides Grace shareholders with an
immediate premium for Grace's packaging business, the opportunity to continue
to participate in the future value of an even stronger packaging company with
excellent growth prospects, and an ongoing stake in what will now be a highly
focused and strong specialty chemicals company.  It represents another
significant achievement in our ongoing mission to deliver substantial value to
Grace shareholders, both from operational improvements and creative
transactions."

    THE NEW SEALED AIR
    Mr. Dunphy said, "The combination of Sealed Air and Grace Packaging will
create an outstanding protective and specialty packaging company that will
serve the needs of a broad range of customers throughout the world.  The
rationale behind the merger of these two packaging businesses, both leaders in
technological innovation and marketing effectiveness, is clearly evident."
    Mr. Dunphy continued, "The combined packaging company will have global
reach and will be well positioned to grow at above-average rates in the
rapidly changing global marketplace, to penetrate new geographic markets with
its full range of products, and to seek out additional strategic alliances
that will further strengthen its global position.  We expect that the combined
company will benefit from a broad range of operating synergies."
    On a pro forma basis, the new Sealed Air would have sales in excess of
$2.5 billion and, based on Sealed Air's current stock price, a total market
capitalization, including debt and preferred stock, of approximately
$7 billion.
    The new Sealed Air will be headquartered in Saddle Brook, New Jersey.  In
addition to Mr. Dunphy, other key executives will include William V. Hickey,
president and chief operating officer of Sealed Air, and J. Gary Kaenzig, Jr.,
president of Grace Packaging.  All current officers of Sealed Air as well as
several executives of the current Grace packaging organization will be
officers of the new Sealed Air.
    The board of the new Sealed Air will consist of the seven current Sealed
Air directors as well as several non-management directors from the current
board of Grace, who will resign from the Grace board upon transaction
completion.
    Grace's packaging business, best known by the Cryovac(R) brand, is the
world's leader in packaging materials and systems to preserve perishable
foods.  Cryovac(R) provides value-added packaging systems, including packaging
materials, equipment, technical support and graphical design, for a global
customer base in the food, consumer goods and industrial products industries.
Other product lines include Omicron(TM) rigid plastic cups and tubs for dairy
foods and Formpac(TM) foam trays for supermarkets and institutional food
service.
    Sealed Air is a global leader in protective and specialty packaging
materials and systems.  Sealed Air's wide range of protective and specialty
packaging materials and systems include Instapak(R) polyurethane foam
packaging systems, engineered polyethylene foams, Bubble Wrap(R) air cellular
cushioning materials, Cell-Airer polyethylene foam, a wide range of protective
and durable mailers, including mailers sold under the widely recognized
Jiffy(TM) trademark, and Dri-Loc(R) absorbent pads used for retail packaging
of meat, fish and poultry.
    Certain Cryovac(R) products, such as vacuum-sealed food packaging, are
used by customers in conjunction with Sealed Air products, such as Dri-Loc(R)
absorbent pads.

    THE NEW GRACE SPECIALTY CHEMICALS COMPANY
    "I am enthusiastic about the future growth opportunities for the new Grace
specialty chemicals company," said Mr. Costello.  "Our new Grace specialty
chemicals company will be financially strong, and will continue to build upon
its market leadership, technological strengths, and global presence.  At the
same time, we will continue our aggressive cost reduction and capital
management efforts which have proven so successful over the past few years,
leading to consistent operating margin improvements.  Furthermore, our new
financial position will allow added flexibility to invest in new product
development, geographic expansion and strategic acquisitions."
    The new Grace specialty chemicals company will maintain its headquarters
in Boca Raton, Florida.  Grace Davison is the world's leading supplier of
fluid cracking catalysts, silica-based polyolefin catalysts and silica gels.
Grace Construction Products is a leading global supplier of specialty products
to the construction industry, including concrete additives, structural
waterproofing and fireproofing products.  DAREX Container Products is a
leading supplier of container sealants and coatings.

    OTHER HIGHLIGHTS OF THE TRANSACTION
    The definitive agreement is subject to customary conditions, including
approval of both companies' shareholders and certain regulatory approvals.
    The historic liabilities of Grace, including asbestos and environmental
liabilities of the non-packaging business, will remain with the specialty
chemicals company.
    The shares of both the new Sealed Air and the new Grace specialty
chemicals company are expected to be listed on the New York Stock Exchange.

    COMPANY PROFILES
    Grace is a leading global supplier of flexible packaging and specialty
chemicals with annual sales of approximately $3.5 billion.  The company
operates in more than 100 countries.  To view more information about Grace
online via the World Wide Web, visit Grace's page at
http://www.prnewswire.com.
    Sealed Air is engaged primarily in the manufacture and sale of a
complementary line of protective and specialty packaging materials and systems
and selected food packaging products, and has operations in 27 countries.
Sealed Air's annual sales, which have grown over the last 20 years at an
average annual rate of 19%, exceed $800 million.  To view Sealed Air's latest
financial news online via the World Wide Web, visit
http://www.cfonews.com/see.
    Safe Harbor Statement Under the Private Securities Litigation Reform Act
of 1995:  The statements contained in this release which are not historical
facts, such as those concerning future financial performance and growth, are
forward looking statements that are subject to change based on various factors
which may be beyond Sealed Air's and Grace's control.  Accordingly, the future
performance and financial results of Sealed Air and/or Grace and their
respective businesses may differ materially from those expressed or implied in
any such forward looking statements.  Such factors include, but are not
limited to, those described in Grace's and Sealed Air's filings with the
Securities and Exchange Commission, as well as various factors related to the
transaction described in this release, including the costs of integrating the
businesses of Sealed Air and Cryovac(R) and the realization of synergies
anticipated with respect to the transaction.

SOURCE   W. R. Grace & Co.


CONTACT: Mary Lou Kromer of W. R. Grace & Co., 561-362-2600, or
Ruth Pachman of Kekst and Company, 212-521-4800, for W. R. Grace
& Co.; or Mary Coventry of Sealed Air Corporation, 201-791-7600,
or Harry Savage of Robert Marston & Associates, 212-371-2200, for
Sealed Air Corporation