UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 24, 2011

W. R. GRACE & CO.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(410) 531-4000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

W. R. GRACE & CO.

FORM 8-K

CURRENT REPORT

Annual Incentive Compensation Program

On February 24, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of W. R. Grace & Co. (“Grace”) approved the Grace Annual Incentive Compensation Program (the “AICP”) applicable to all executive officers.

The amount of an individual’s payment under the AICP is discretionary and is based upon:  the individual’s AICP target amount; the size of the AICP incentive pool; and the individual’s performance during the one-year performance period.  The size of the AICP incentive pool is determined based on two Grace performance measures as follows:

·                  50% of the aggregate AICP incentive pool (the “Adjusted EBIT Pool”) funding is based on the amount of Grace Adjusted EBIT for the one-year performance period, calculated as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Operations” in the Grace 2010 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 25, 2011 (the “Grace 2010 Form 10-K”).

·                  50% of the aggregate AICP incentive pool (the “Adjusted Operating Cash Flow Pool”) funding is based on the amount of Grace Adjusted Operating Cash Flow for the one-year performance period calculated as described in the Grace 2010 Form 10-K.

The Compensation Committee has discretion to adjust the performance objectives or establish or increase the size of the AICP incentive pool even if performance objectives are not achieved.

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The amount of the AICP incentive pool will be the sum of the amounts funded in the Adjusted EBIT Pool and the Adjusted Operating Cash Flow Pool (each, a “Partial Pool”).  The funding of each Partial Pool is determined independently by reference to the Adjusted EBIT and Adjusted Operating Cash Flow performance targets set forth in the Grace Annual Operating Plan for the one-year performance period (each a “Relevant Target”) as follows:

*  Actual amounts funded to Partial Pools are separately prorated on a straight line basis for performance that falls between 80% and 100% of the Relevant Target or between 100% and 135% of the Relevant Target.

The AICP Targets of Grace’s principal executive officer, Grace’s principal financial officer and the other Grace executive officers named in the Summary Compensation Table in the Grace 2010 Form 10-K are as follows:

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Item 9.01.                                          Financial Statements and Exhibits

(d)             Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

Dated:  February 28, 2011

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EXHIBIT INDEX

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