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                                                      UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

    DIVISION OF
CORPORATION FINANCE

                                                               March 5, 2020

  Via Email

  Viktor Sapezhnikov, Esq.
  Wachtell, Lipton, Rosen & Katz
  51 West 52nd Street
  New York, NY 10019

          Re:     GCP Applied Technologies Inc.
                  Soliciting Material filed pursuant to Exchange Act Rule
14a-12
                  Filed on March 4, 2020
                  File No. 001-37533

  Dear Mr. Sapezhnikov:

         We have reviewed the filing above and have the following comments. In
some of our
  comments, we may ask you to provide us with information so we may better
understand the
  disclosure.

         Please respond to this letter by amending the filing or by providing
the requested
  information. If you do not believe our comments apply to the participants'
facts and
  circumstances or do not believe an amendment is appropriate, please tell us
why in your
  response.

           After reviewing any amendment to the filing and the information you
provide in response
  to this comment, we may have additional comments. All defined terms used in
this letter have
  the same meaning as in the above filing unless otherwise indicated.

  Soliciting Material Filed on March 4, 2020 pursuant to Exchange Act Rule
14a-12

      1. We note that the materials posted to the Company's website on March 4,
2020 indicate
         that Darex was divested "at a 15x multiple." With a view towards
disclosure, please
         clarify how this 15x multiple was derived.

                                          *       *        *
 Viktor Sapezhnikov, Esq.
Wachtell, Lipton, Rosen & Katz
March 5, 2020
Page | 2

        We remind you that the registrant and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        Please direct any questions to Valian Afshar, Special Counsel, at (202)
551-8729, or me,
at (202) 551-3444.

                                                           Sincerely,

                                                           /s/ Perry J. Hindin

                                                           Perry J. Hindin
                                                           Special Counsel
                                                           Office of Mergers
and Acquisitions

cc:    Adam O. Emmerich, Esq.
       Gregory E. Ostling, Esq.
       Wachtell, Lipton, Rosen & Katz
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