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    [LETTERHEAD OF WACHTELL, LIPTON, ROSEN
        & KATZ]

    June 21, 2021

    VIA HAND DELIVERY AND EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C.  20549

            Attention:

            Jane Park

            Celeste Murphy

            Christina Chalk

            Re:

            W. R. Grace & Co.

            Preliminary Proxy Statement on Schedule 14A

            Filed May 24, 2021

            File No. 001-13953

    Dear Mses. Park, Murphy and Chalk:

    On behalf of our client, W. R. Grace & Co. (“Grace”), we are providing Grace’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the
      U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated June 8, 2021, with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”).

    Grace is concurrently filing via EDGAR this letter and Amendment No. 1 to the Preliminary Proxy Statement (the “Revised Proxy Statement”), which includes revisions made in response to the comments received from
      the Staff as well as certain additional changes to update the disclosure contained in the Preliminary Proxy Statement.  We are separately furnishing to the Staff courtesy copies of the Revised Proxy Statement marked to show the changes to the
      Preliminary Proxy Statement.

    For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by Grace’s response.  Terms not otherwise defined in this letter shall have the meanings set forth in the
      Revised Proxy Statement.  All references to page numbers in Grace’s responses are to the pages of the Revised Proxy Statement.

    Opinion of Goldman Sachs & Co., page 41

          1.

            The second paragraph on page 42 contains language that appears to limit the extent to which shareholders are entitled to rely on your disclosure: “[t]he following summary, however, does not purport to be a
              complete description of the financial analyses performed by Goldman Sachs...”  While appropriate disclaimers concerning the nature of a summary of material information are permitted, please revise to remove the implication that the summary is
              incomplete.  We also refer to similar language included in the Moelis opinion on page 54.

    Response:  In response to the Staff’s comment, Grace has revised the disclosure on pages 42 and 54 of the Revised Proxy Statement.

    U.S. Securities and Exchange Commission

    June 21, 2021

    Page 2

    Management Projections, page 54

          2.

            Summarize the material assumptions underlying and limitations on the projections disclosed here, other than the assumption that the FCS Acquisition will be consummated.

    Response:  In response to the Staff’s comment, Grace has revised the disclosure on pages 55 and 56 of the Revised Proxy Statement.

    General

          3.

            We note that prior to the closing of the Merger, 40 North Management LLC owned approximately 14.9% of outstanding common stock of the company and had identified two of the members of the Board of Directors
              pursuant to the 2019 Letter Agreement.  40 North and its affiliates are a party to a Voting Agreement with W.R. Grace pursuant to which they will vote their shares in favor of the Merger.  We further note that 40 North designated director
              Kathleen Reiland initiated the process which resulted in this transaction while still a Board member, pursuant to her email of August 23, 2020 urging the Board to accelerate its strategic review process.  Given 40 North’s affiliation with the
              Company since 2018, which includes a significant equity stake and two Board designees, please provide your analysis as to why this transaction is not subject to Rule 13e-3 or file a Schedule 13E-3.

    Response: After careful consideration of the applicability of Rule 13e-3 (“Rule 13e-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

      including, without limitation, the Division’s guidance in the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (“Rule 13e-3 C&DI”), Grace determined that the proposed
      transaction among Gibraltar Acquisition Holdings LLC (“Parent”), Gibraltar Merger Sub Inc. (“Merger Sub”) and Grace (the “Merger”) does not constitute a “Rule 13e-3 transaction” within the meaning of Rule 13e-3 because 40 North
      Management LLC (“40 North”) is not an “affiliate” of Grace within the meaning of Rule 13e-3.

          a.

            Overview of Rule 13e-3

    A “Rule 13e-3 transaction” is defined as including, among other things, (i) a purchase (which, for purposes of Rule 13e-3, includes any acquisition pursuant to a merger) of any equity security by the issuer of such
      security or by an affiliate of such issuer, or (ii) a solicitation subject to Regulation 14A of any proxy, consent or authorization of, any equity security holder by the issuer of the class of securities or by an affiliate of such issuer, in
      connection with a merger, consolidation, reclassification, recapitalization, reorganization or similar corporate transaction of an issuer or between an issuer (or its subsidiaries) and its affiliate, which, in either case, has a reasonable likelihood
      or a purpose of producing, either directly or indirectly, any of the effects described in Rule 13e-3(a)(3)(ii), including, among other things, causing any class of equity securities of the issuer that is subject to Section 12(g) or Section 15(d) of
      the Exchange Act to become eligible for termination of registration, or causing any class of equity securities of the issuer that is listed on a national securities exchange to no longer be listed.

      U.S. Securities and Exchange Commission

      June 21, 2021

      Page 3

    An “affiliate” of an issuer is defined in Rule 13e-3 as “a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such issuer.”  Rule 12b-2 under
      the Exchange Act defines “control” to mean “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.”
      Under this definition and the Division’s related guidance, the determination of “control,” which is fundamental to the concept of “affiliate” as defined in Rule 13e-3, is dependent upon specific facts and circumstances.

          b.

            Applicability of Rule 13e-3 to the Merger

    Grace acknowledges that, upon the consummation of the Merger, Merger Sub will be merged with and into Grace and Grace common stock will be delisted from the NYSE and deregistered under the Exchange Act, and accordingly,
      the Merger will result in the effects described in Rule 13e-3(a)(3)(ii).

    Further, Grace acknowledges that, as set forth in the Staff’s letter, (i) as of the time of the execution of the Merger Agreement on April 26, 2021, 40 North, an investment platform related to Standard Industries
      Holdings Inc. (“Standard Industries Holdings”), the indirect beneficial owner of 100% of the equity interests of Parent and Merger Sub, beneficially owned approximately 14.9% of the outstanding shares of Grace common stock, (ii) concurrently
      with the execution of the Merger Agreement, 40 North Latitude Master Fund Ltd. (the “Supporting Stockholder”), an affiliate of 40 North, entered into the Voting Agreement with Grace, pursuant to which the Supporting Stockholder committed to
      vote its shares of Grace common stock in favor of the adoption of the Merger Agreement, (iii) Henry R. Slack, who had been identified by 40 North (but has never been employed or otherwise compensated by 40 North) and included on the slate of director
      nominees for election at Grace’s 2019 annual meeting of stockholders, was a director of Grace as of the time of the execution of the Merger Agreement on April 26, 2021, and (iv) Kathleen G. Reiland, an employee of 40 North who had been included on
      the slate of director nominees for election at Grace’s 2019 annual meeting of stockholders, was a director of Grace until her resignation in October 2020.

    Notwithstanding the foregoing and for the reasons set forth below, Grace respectfully submits that the Merger does not constitute a Rule 13e-3 transaction and that, consequently, none of Grace, Parent, Merger Sub,
      Standard Industries Holdings, Standard Industries Inc. (“Standard Industries”), 40 North, the Supporting Stockholder or any other person is obligated to make any disclosure on Schedule 13E-3 in connection with the Merger.

          1)

            40 North is not an affiliate of Grace

    The Division has explained, in its Interpretive Release Relating to Going Private Transactions under Rule 13e-3 (Release No. 34-17719, April 13, 1981) (the “Interpretative Release”), that the existence of a
      control relationship for purposes of Rule 13e-3 “does not turn solely upon the ownership of any specific percentage of securities.  Rather, the question is whether there is the ability, directly or indirectly, to direct or cause the direction of the
      management and policies” of the issuer.  The transaction was negotiated on an arm’s-length basis and 40 North does not have sufficient stock ownership, representation on the Board of Directors, relationships with management or contractual
      relationships that would afford 40 North the requisite ability to direct Grace’s management or policies so as to render 40 North an “affiliate” within the meaning of Rule 13e-3.

      U.S. Securities and Exchange Commission

      June 21, 2021

      Page 4

    Stock ownership not dispositive

    At the time of the execution of the Merger Agreement, 40 North beneficially held approximately 14.9% of the outstanding shares of Grace common stock.  While not insignificant, 40 North’s ownership  alone is not
      sufficient to enable 40 North to unilaterally:  elect or remove any directors; call special meetings; take any action by written consent; amend Grace’s organizational documents; approve any extraordinary transaction involving Grace; or otherwise
      cause Grace to take any action.  Without significant additional influence over the management and policies of Grace, 40 North’s ownership interest was not sufficient to give it the ability to direct or cause Grace to enter into the Merger Agreement
      or, more broadly, to make it an affiliate of Grace for purposes of Rule 13e-3.

    Notably, in numerous instances over the 40 years following publication of the Interpretive Release, courts, the Division and the Staff have not required that a Schedule 13E-3 be filed for transactions involving
      stockholders with stakes of similar (or greater) size than that held by 40 North.1

    Absence of board representation

    As described in the section of the Revised Proxy Statement captioned “The Merger—Background of the Merger,” on February 20, 2019, Grace entered into an agreement with 40 North pursuant to which Grace agreed to nominate
      Ms. Reiland and Mr. Slack for election to the Board of Directors at Grace’s 2019 annual meeting of stockholders.  However, at the time of the execution of the Merger Agreement and during the critical six-month period prior to Grace’s entry into the
      Merger Agreement during which the Board of Directors negotiated with 40 North and considered other potential strategic alternatives, 40 North did not have any representation on the Board of Directors or any committees of the Board of Directors.

    1 See, e.g., Woodward & Lothrop, Inc. v.
        Schnabel, 593 F. Supp. 1385, 1394 (D.D.C. 1984) (stockholder was not an “affiliate” within the meaning of Rule 13e-3 despite holding approximately 32% of outstanding shares because target board was
      not controlled by stockholder); Ranco Incorporated, SEC No-Action Letter (May 1, 1987) (no-action relief from Rule 13e-3 granted despite acquiror holding 14% of outstanding securities).  In addition, the
      Staff has regularly not required a Schedule 13E-3 even where persons hold or potentially hold a 10% or greater stake in an issuer, including (i) in its review of the Preliminary Proxy Statement on Schedule 14A of Vitamin Shoppe, Inc. filed on
      September 30, 2019 (File No. 001-34507), where the acquiror was not required to file a Schedule 13E-3, even though the acquiror held 14.9% of the outstanding shares of the target and had an independent, non-employee designee on the target board; (ii)
      in its review of the Schedule 14A filed by Vivint Solar, Inc. on December 22, 2015 (File No. 001-36642), where Vivint was not required to file a Schedule 13E-3 after review, even though controlling shareholders of Vivint could potentially hold up to
      a 20% interest in the acquiror; (iii) in its review of the Schedule TO-T filed by Alamos Gold Inc. on January 14, 2013, as amended (File No. 005-78794), where Alamos was not required to file a Schedule 13E-3 even though Alamos held 16% of the
      outstanding shares of the target; (iv) in its review of the Schedule 14D-1F filed by WWE Equity Holdings Inc. and Brookfield Renewable Energy Partners L.P. on November 26, 2012 (File No. 005-81701), where Brookfield was not required to file a
      Schedule 13E-3 even though Brookfield held 16.4% of the shares in the target; (v) in its review of the Schedule TO-T filed by Pfizer, Inc. and Eclipse Acquisition Corp. on August 3, 2011 (File No. 005-81358), where Pfizer was not required to file a
      Schedule 13E-3 even though Pfizer held a 14% interest in the target (that subsequently increased to 18% as a result of entering into tender and voting agreements with the target’s stockholders); and (vi) in its review of the Schedule TO-T filed by
      Johnson & Johnson and JJC Acquisition Company B.V. on November 12, 2010 (File No. 005-51066), where Johnson & Johnson was not required to file a Schedule 13E-3 even though Johnson & Johnson indirectly held 17.9% of the target’s
      outstanding share capital.

      U.S. Securities and Exchange Commission

      June 21, 2021

      Page 5

    While Mr. Slack was identified by 40 North in 2019 and was a member of the Board of Directors at the time of the execution of the Merger Agreement, Mr. Slack is not a representative of, nor affiliated with, 40 North.
      Mr. Slack is the Managing Partner of Quarterwatch, LLC and has, since 2013, been a director of Alico, Inc.  Mr. Slack is also currently a director of several other non-listed companies mostly based in the United Kingdom, and is Chairman of the
      Advisory Board of Blakeney Limited Partners and a private investor.  Mr. Slack has no current or prior employment relationship or other association or affiliation with 40 North or Standard Industries.  Indeed, under the terms of the agreement between
      Grace and 40 North pursuant to which Grace agreed to nominate Mr. Slack for election to the Board of Directors, if Mr. Slack ceased to be a member of the Board of Directors before his term expired, the vacancy was required to be filled by a newly
      identified replacement who (like Mr. Slack) was “independent of both [Grace] and the 40 North Group” (emphasis added).  Accordingly, Mr. Slack should not be viewed as a representative of 40 North on the Board
      of Directors.

    Ms. Reiland is an employee of 40 North and a board member of Standard Industries.  Critically, however, Ms. Reiland resigned from the Board of Directors effective October 13, 2020, only shortly after Grace’s selection of