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                                                                    Exhibit 10.1






                                W. R. GRACE & CO.








                            1981 STOCK INCENTIVE PLAN
                      (As amended through November 2, 1995)


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                                W. R. GRACE & CO.

                            1981 STOCK INCENTIVE PLAN

     Section 1.  PURPOSES:  The purposes of this Plan are (a) to secure for the
Company the benefits of incentives inherent in ownership of Common Stock by Key
Employees, (b) to encourage Key Employees to increase their interest in the
future growth and prosperity of the Company and to stimulate and sustain
constructive and imaginative thinking by Key Employees, (c) to further the
identity of interests of those who hold positions of major responsibility in the
Company and its Subsidiaries with the interests of the Company's shareholders,
and (d) to induce the employment or continued employment of Key Employees and to
enable the Company to compete with other organizations offering similar or other
incentives in obtaining and retaining the services of competent executives.

     Section 2.  DEFINITIONS:  Unless otherwise required by the context, the
following terms when used in this Plan shall have the meanings set forth in this
Section 2.

     Board of Directors:  The Board of Directors of the Company.

     Common Stock: The common stock of the Company, par value $1.00 per share,
or such other class of shares or other securities or property as may be
applicable pursuant to the provisions of section 8.

     Company: W. R. Grace & Co., a New York corporation.

     Fair Market Value: As applied to any date, the mean between the high and
low sales prices of a share of Common Stock as reported on the Consolidated
Transactions Tape for securities listed on the New York Stock Exchange for such
date or, if no such sales were reported for such date, on the next preceding
date for which sales were so reported.

     Grace - Connecticut: W. R. Grace & Co.- Conn., a Connecticut corporation
which is a subsidiary of the Company and which was formerly known as "W. R.
Grace & Co."

     Incentive Committee: The committee designated by the Board of Directors to
administer stock incentive and stock option plans of the Company and its
subsidiaries.

     Incentive Compensation: Bonuses, extra and other compensation payable in
addition to a salary or other base amount, whether contingent or not, whether
discretionary or required to be paid pursuant to a plan, agreement, resolution
or arrangement, and whether payable currently or on a deferred basis, in cash,
Common Stock or other property, awarded by the Company or a Subsidiary prior or
subsequent to the date of the approval and adoption of this Plan.



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     Incentive Stock Option: An option, including an Option as the context may
require, intended to meet the requirements of section 422A of the Internal
Revenue Code and the regulations thereunder applicable to incentive stock
options adopted by the Secretary of the Treasury or his delegate, or any
provisions that may be adopted to amend or replace such section or regulations
or both.

     Key Employee: An employee of the Company or of a Subsidiary, including an
officer or director who is an employee, who in the opinion of the Incentive
Committee can contribute significantly to the growth and successful operations
of the Company or a Subsidiary. The grant of a Stock Incentive to an employee by
the Incentive Committee shall be deemed a determination by the Incentive
Committee that such employee is a Key Employee.

     Non-Statutory Stock Option: An option, including an Option as the context
may require, which is not an Incentive Stock Option or another form of statutory
stock option (within the meanings of sections 422, 423 and 424 of the Internal
Revenue Code and the regulations thereunder as adopted and amended from time to
time by the Secretary of the Treasury or his delegate).

     Option: An option to purchase shares of Common Stock.

     Plan: The 1981 Stock Incentive Plan of the Company herein set forth as the
same may from time to time be amended.

     Performance Unit: A unit representing a share of Common Stock subject to a
Stock Award, the issuance, transfer or retention of which, in whole or in part,
is contingent upon or measured by the attainment of a specified performance
objective or objectives, including, without limitation, objectives determined
(on a consolidated or unconsolidated basis) by reference to or changes in (a)
the Fair Market Value, book value or earnings per share of Common Stock, or (b)
the sales and revenues, earnings, return on capital employed, asset values or
net worth of the Company or one or more of its groups, divisions, Subsidiaries
or other units, or (c) a combination of two or more of the foregoing or other
factors.

     Stock Award: An issuance or transfer of shares of Common Stock at the time
the Stock Incentive is granted or as soon thereafter as practicable, or an
undertaking (other than an Option) to issue or transfer such shares in the
future, including, without limitation, such an issuance, transfer or undertaking
with respect to Performance Units.

     Stock Incentive: A stock incentive granted under this Plan in one of the
forms provided for in section 3.


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     Subsidiary: A corporation (or other form of business association) of which
shares (or other ownership interests) (a) having 50% or more of the voting power
regularly entitled to vote for directors (or equivalent management rights) or
(b) regularly entitled to receive 50% or more of the dividends (or their
equivalents) paid on the common stock (or its equivalent) are owned, directly or
indirectly, by the Company; provided, however, that in the case of an Incentive
Stock Option, the term "Subsidiary" shall mean a Subsidiary (as defined by the
preceding clause) which is also a "subsidiary corporation" as defined in section
425(f) of the Internal Revenue Code and the regulations thereunder adopted by
the Secretary of the Treasury or his delegate, or any provisions that may be
adopted to amend or replace such section or regulations or both.

     Section 3. GRANTS OF STOCK INCENTIVES:

          (a) Subject to the provisions of this Plan, the Incentive Committee
may at any time, or from time to time, grant Stock Incentives under this Plan
to, and only to, Key Employees.

          (b) Stock Incentives may be granted in the following forms:

               (i) a Stock Award, or
               (ii) an Option, or
               (iii) a combination of a Stock Award and an Option.

     Section 4. STOCK SUBJECT TO THIS PLAN:

          (a) Subject to the provisions of paragraph (c) of this section 4 and
of section 8, (i) the maximum number of shares of Common Stock which may be
issued or transferred pursuant to Stock Incentives granted under this Plan shall
not exceed 5,000,000 shares of Common Stock, (ii) the maximum number of shares
of Common Stock which may be acquired upon exercise of Options granted at any
time or from time to time under this Plan to any one Key Employee shall in no
event exceed 5% of the maximum number of shares which may be issued or
transferred pursuant to Stock Incentives granted under this Plan, and (iii) the
maximum number of shares of Common Stock which may be acquired upon exercise of
Options granted at any time or from time to time under this Plan to Key
Employees serving as directors of the Company at the time they recommend this
Plan for approval and adoption by the shareholders of the Company shall in no
event exceed 25% of the maximum number of the shares which may be issued or
transferred pursuant to Stock Incentives granted under this Plan.

          (b) Authorized but unissued shares of Common Stock and shares of
Common Stock held in the treasury, whether acquired by the Company specifically
for use under this Plan or otherwise, may be used, as the Incentive Committee
may from time to time determine, for purposes of this Plan, provided, however,
that any shares acquired or held by the Company for the purposes of this Plan
shall, unless and until transferred to a Key Employee in accordance with


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the terms and conditions of a Stock Incentive, be and at all times remain
treasury shares of the Company, irrespective of whether such shares are entered
in a special account for purposes of this Plan, and shall be available for any
corporate purpose.

          (c) If any shares of Common Stock subject to a Stock Incentive shall
not be issued or transferred and shall cease to be issuable or transferable
because of the termination, in whole or in part, of such Stock Incentive or for
any other reason, or if any such shares shall, after issuance or transfers be
reacquired by the Company or a Subsidiary because of an employee's failure to
comply with the terms and conditions of a Stock Incentive, the shares not so
issued or transferred, or the shares so reacquired by the Company or a
Subsidiary, shall no longer be charged against any of the limitations provided
for in paragraph (a) of this section 4 and may again be made subject to Stock
Incentives.

          (d) For purposes of this section 4, Common Stock shall include shares
of common stock, par value $1.00 per share, of Grace-Connecticut issued or
transferred pursuant to Stock Incentives granted by Grace-Connecticut under this
Plan as in effect prior to its adoption by the Company, except that ln
determining, for purposes of this section 4, the number of shares so issued or
transferred by Grace-Connecticut prior to the two-for-one split of the common
stock of Grace-Connecticut which occurred in December 1987, adjustment shall be
made to reflect such stock split.

     Section 5.  STOCK AWARDS: Stock Incentives in the form of Stock Awards
shall be subject to the following provisions:

          (a) A Stock Award shall be granted only in payment of Incentive
Compensation that has been earned or as Incentive Compensation to be earned,
including, without limitation, Incentive Compensation awarded concurrently with
or prior to the grant of the Stock Award.

          (b) For the purposes of this Plan, in determining the value of a Stock
Award, all shares of Common Stock subject to such Stock Award shall be valued at
not less than 100% of the Fair Market Value of such shares on the date such
Stock Award is granted, regardless of whether or when such shares are issued or
transferred to the Key Employee and whether or not such shares are subject to
restrictions which affect their value.

          (c)  Shares of Common Stock subject to a Stock Award may be issued or
transferred to the Key Employee at the time the Stock Award is granted, or at
any time subsequent thereto, or in installments from time to time, as the
Incentive Committee shall determine.  In the event that any such issuance or
transfer shall not be made to the Key Employee at the time the Stock Award is
granted, the Incentive Committee may provide for payment to such Key Employee,
either in cash or shares of Common Stock, from time to time or at the time or
times such shares shall be issued or transferred to such Key Employee, of
amounts not exceeding the dividends


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which would have been payable to such Key Employee in respect of such shares (as
adjusted under section 8) if such shares had been issued or transferred to such
Key Employee at the time such Stock Award was granted.  Any amount payable in
shares of Common Stock under the terms of a Stock Award may, at the discretion
of the Company, be paid in cash, on each date on which delivery of shares would
otherwise have been made, in an amount equal to the Fair Market Value on such
date of the shares which would otherwise have been delivered.

          (d) A Stock Award shall be subject to such terms and conditions,
including, without limitation, restrictions on the sale or other disposition of
the Stock Award or of the shares issued or transferred pursuant to such Stock
Award, as the Incentive Committee shall determine; provided, however, that upon
the issuance or transfer of shares pursuant to a Stock Award, the recipient
shall, with respect to such shares, be and become a shareholder of the Company
fully entitled to receive dividends, to vote and to exercise all other rights of
a shareholder except to the extent otherwise provided ln the Stock Award. Each
Stock Award shall be evidenced by a written instrument in such form as the
Incentive Committee shall determine provided the Stock Award is consistent with
this Plan and incorporates it by reference.

     Section 6. OPTIONS: Except as otherwise provided in section 12, Stock
Incentives in the form of Options shall be subject to the following provisions:

          (a) Subject to the provisions of section 8, the purchase price per
share shall be not less than 100% of the Fair Market Value of a share of Common
Stock on the date the Option is granted.  The purchase price shall be paid in
cash or, if so provided in the Option or authorized by the Incentive Committee
(and subject to such terms and conditions as are specified in the Option or by
the Incentive Committee), in shares of Common Stock delivered to the Company or
in a combination of cash and such shares.  Shares of Common Stock thus delivered
shall be valued at their Fair Market Value on the date of exercise.

          (b) Each Option may be exercisable in full at the time of grant, or
may become exercisable in one or more installments and at such time or times, as
the Incentive Committee shall determine. Unless otherwise provided in the
Option, an Option, to the extent it is or becomes exercisable, may be exercised
at any time in whole or in part until the expiration or termination of the
Option.

          (c) Each Option shall be exercisable during the life of the optionee
only by him, and after his death only by his estate or by a person who acquired
the right to exercise the Option by will or the laws of descent and
distribution.  An Option, to the extent that it shall not have been exercised,
shall terminate when the optionee ceases to be an employee of the Company or a
Subsidiary, unless he ceases to be an employee by reason of his resignation with
the consent of the Incentive Committee (which consent may be given before or
after resignation), or by reason of his death, incapacity or retirement under a
retirement plan of the Company or a


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Subsidiary. Except as provided in the next sentence, if the optionee ceases to
be an employee by reason of such resignation, the Option shall terminate three
months after he ceases to be an employee.  If the optionee ceases to be an
employee by reason of such death, incapacity or retirement, or if he should die
during the three-month period referred to in the preceding sentence, the Option
shall terminate 15 months after he ceases to be an employee.  Where an Option is
exercised more than three months after the optionee ceased to be an employee, it
may be exercised only to the extent it could have been exercised three months
after he ceased to be an employee.  A leave of absence for military or
governmental service or for other purposes shall not, if approved by the
Incentive Committee, be deemed a termination of employment within the meaning of
this paragraph (c), provided, however, that an Option may not be exercised
during any such leave of absence.  Notwithstanding the foregoing provisions of
this paragraph (c) or any other provision of this Plan, no Option shall be
exercisable after expiration of a period of ten years and one month from the
date the Option is granted.  Where a Non-Statutory Stock Option is granted for a
term of less than ten years and one month, the Incentive Committee may, at any
time prior to the expiration of the Option, extend its term for a period ending
not later than ten years and one month from the date the Option was granted.
Such an extension shall not be deemed the grant of an Option under this Plan.

          (d) Options shall be granted for such lawful consideration as the
Incentive Committee may determine.

          (e) Neither the Company nor any Subsidiary may directly or indirectly
lend any money to any person for the purpose of assisting him to purchase or
carry shares of Common Stock issued or transferred upon the exercise of an
Option.

          (f) No Option nor any right thereunder may be assigned or transferred
by the optionee except by will or the laws of descent and distribution.  If so
provided in the Option or if so authorized by the Incentive Committee and
subject to such terms and conditions as are specified in the Option or by the
Incentive Committee, the Company shall, upon or without the request of the
holder of the Option and at any time or from time to time, cancel all or a
portion of the Option then subject to exercise and either (i) pay the holder an
amount of money equal to the excess, if any, of the Fair Market Value, at such
time or times, of the shares subject to the portion of the Option so canceled
over the purchase price of such shares, or (ii) issue or transfer shares of
Common Stock to the holder with a Fair Market Value, at such time or times,
equal to such excess.

          (g)  An Option granted under the Plan may, but need not, be an
Incentive Stock Option.  All shares of Common Stock which may be made subject to
Stock Incentives under this Plan may be made subject to Incentive Stock Options;
provided that, the aggregate Fair Market Value (determined as of the time the
option is granted) of the shares subject to each installment becoming
exercisable for the first time in any calendar year under Incentive Stock
Options


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granted to any employee on or after January 1, 1987 (under all plans, including
this Plan, of his employer corporation and its parent and subsidiary
corporation) shall not exceed $100,000.

          (h) Each Option shall be evidenced by a written instrument, which
shall contain such terms and conditions, and shall be in such form, as the
Incentive Committee shall determine, provided the Option is consistent with this
Plan and incorporates it by reference.  Notwithstanding the preceding sentence,
an Option, if so approved by the Incentive Committee, may include restrictions
and limitations in addition to those provided for in this Plan.

     Section 7. COMBINATIONS OF STOCK AWARDS AND OPTIONS: Stock Incentives
authorized by paragraph (b)(iii) of section 3 in the form of combinations of
Stock Awards and Options shall be subject to the following provisions:

          (a) A Stock Incentive may be a combination of any form of Stock Award
with any form of Option; provided, however, that the terms and conditions of
such Stock Incentive pertaining to a Stock Award are consistent with section 5
and the terms and conditions of such Stock Incentive pertaining to an Option are
consistent with section 6.

          (b) Such combination Stock Incentive shall be subject to such other
terms and conditions as the Incentive Committee may determine, including,
without limitation, a provision terminating in whole or in part a portion
thereof upon the exercise in whole or in part of another portion thereof.  Such
combination Stock Incentive shall be evidenced by a written instrument in such
form as the Incentive Committee shall determine, provided it is consistent with
this Plan and incorporates it by reference.

      Section 8.  ADJUSTMENT PROVISIONS:

          (a) In the event that any reclassification, split-up or consolidation
of shares of Common Stock shall be effected, or the outstanding shares of Common
Stock are, in connection with a merger or consolidation of the Company or a sale
by the Company of all or a part of its assets, exchanged for a different number
or class of shares of stock or other securities or property of the Company or
for shares of the stock or other securities or property of any other corporation
or person, or a record date for determination of holders of Common Stock
entitled to receive a dividend payable in Common Stock shall occur, (i) the
number and class of shares or other securities or property that may be issued or
transferred pursuant to Stock Incentives thereafter granted, (ii) the number and
class of shares or other securities or property that have not been issued  or
transferred under outstanding Stock Incentives, (iii) the purchase price to be
paid per share or other unit under outstanding Stock Incentives, and (iv) the
price to be paid per share or other unit by the Company or a Subsidiary for
shares or other securities or property issued or transferred pursuant to Stock
Incentives that are subject to a right of the Company or a Subsidiary


                                       -7-


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to reacquire such shares or other securities or property, shall in each case be
equitably adjusted as determined by the Incentive Committee.

          (b)  In the event that any spin-off or other distribution of assets of
the Company to its shareholders shall occur, (i) the number and class of shares
or other securities or property that may be issued pursuant to Stock Incentives
thereafter granted, (ii) the number and class of shares  or other securities or
property that have not been issued under outstanding Stock Incentives, (iii) the
purchase price to be paid per share or other unit under outstanding Stock
Incentives, and (iv) the price to be paid per share or other unit by the Company
or a Subsidiary for shares or other securities or property issued pursuant to
Stock Incentives that are subject to a right of the Company or a Subsidiary to
reacquire such shares or other securities or property, may in each case be
equitably adjusted as may be determined by the Incentive Committee.

     Section 9. TERM: This Plan was deemed adopted and became effective on the
date it was approved and adopted by the shareholders of Grace-Connecticut. This
Plan was deemed adopted as to the Company on the date of the adoption and
assumption thereof by the Board of Directors with the approval of the
shareholders of Grace-Connecticut and became effective as to the Company on the
effective date of the merger of Grace Merger Corp., a subsidiary of the Company,
with and into Grace-Connecticut.  No Stock Incentives shall be granted under
this Plan after April 30, 1991.

     Section 10. ADMINISTRATION:

          (a) This Plan shall be administered by the Incentive Committee.  No
director shall be designated as or continue to be a member of the Incentive
Committee unless he shall at the time of designation and service be a
"disinterested person" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission (or any successor provision at the time in effect).  A
member of the Incentive Committee shall not be eligible to be granted a Stock
Incentive while serving on the Incentive Committee.  Grants of Stock Incentives
may be made by the Incentive Committee either in or without consultation with
employees, but in either case the Incentive Committee shall have full authority
to act in the matter of selection of all Key Employees and in granting Stock
Incentives to them.

          (b) The Incentive Committee may establish such rules and regulations,
not inconsistent with the provisions of this Plan, as it deems necessary to
determine eligibility to participate in this Plan and for the proper
administration of this Plan, and may amend or revoke any rule or regulation so
established.  The Incentive Committee may make such determinations and
interpretations under or in connection with this Plan as it deems necessary or
advisable. All such rules, regulations, determinations and interpretations,
subject to the provisions of section 3.1 of the By-laws of the Company, shall be
binding and conclusive upon the Company, its Subsidiaries, its shareholders and
all employees, and upon their respective legal representatives,


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beneficiaries, successors and assigns and upon all other persons claiming under
or through any of them.

          (c) Any action required or permitted to be taken by the Incentive
Committee under this Plan may be taken in accordance with Article III of the
By-laws of the Company even though, because of a vacancy or vacancies as a
result of resignations or otherwise, the total number of directors who are then
members of the Incentive Committee shall be less than the number initially
designated by the Board of Directors.

          (d) Members of the Board of Directors and members of the Incentive
Committee acting under this Plan shall be fully protected in relying in good
faith upon the advice of counsel and shall incur no liability except for gross
negligence or willful misconduct in the performance of their duties.

     Section 11. GENERAL PROVISIONS:

          (a) Nothing in this Plan nor in any instrument executed pursuant
hereto shall confer upon any employee any right to continue in the employ of the
Company or a Subsidiary, or shall affect the right of the Company or of a
Subsidiary to terminate the employment of any employee with or without cause.

          (b) No shares of Common Stock shall be issued or transferred pursuant
to a Stock Incentive unless and until all legal requirements applicable to the
issuance or transfer of such shares have, in the opinion of counsel to the
Company, been compiled with.  In connection with any such issuance or transfer
the person acquiring the shares shall, if requested by the Company, give
assurances, satisfactory to counsel to the Company, in respect of such matters
as the Company or a Subsidiary may deem desirable to assure compliance with all
applicable legal requirements.

          (c) No employee (individually or as a member of a group), and no
beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any shares of Common Stock allocated or reserved for
the purposes of this Plan or subject to any Stock Incentive except as to such
shares of Common Stock, if any, as shall have been issued or transferred to him.

          (d) The Company or a Subsidiary may, with the approval of the
Incentive Committee, enter into an agreement or other commitment to grant a
Stock Incentive in the future to a person who is or will be a Key Employee at
the time of grant, and, notwithstanding any other provision of this Plan, any
such agreement or commitment shall not be deemed the grant of a Stock Incentive
until the date on which the Incentive Committee takes action to implement such
agreement or commitment.


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          (e) In the case of a grant of a Stock Incentive to an employee of a
Subsidiary, such grant may, if the Incentive Committee so directs, be
implemented by the Company issuing or transferring the shares, if any, covered
by the Stock Incentive to the Subsidiary, for such consideration as the
Incentive Committee may specify, upon the condition or understanding that the
Subsidiary will transfer the shares to the employee in accordance with the terms
of the Stock Incentive specified by the Incentive Committee pursuant to the
provisions of this Plan. Notwithstanding any other provision hereof, such Stock
Incentive may be issued by and in the name of the Subsidiary and shall be deemed
granted on the date it is approved by the Incentive Committee, on the date it is
delivered by the Subsidiary or on such other date between said two dates as the
Incentive Committee shall specify.

          (f) The Company or a Subsidiary may make such provisions as it may
deem appropriate for the withholding of any taxes which the Company or a
Subsidiary determines it is required to withhold in connection with any Stock
Incentive.

          (g) Nothing in this Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan, practice
or arrangement for the payment of compensation or fringe benefits to employees
generally, or to any class or group of employees, which the Company or any
Subsidiary now has or may hereafter lawfully put into effect, including, without
limitation, any incentive compensation, retirement, pension, group insurance,
stock purchase, stock bonus or stock option plan.

     Section 12. ACQUISITIONS: If the Company or any Subsidiary should merge or
consolidate with, or purchase stock or assets or otherwise acquire the whole or
part of the business of, another company, the Company in connection therewith,
upon the approval of the Incentive Committee, (a) may assume, in whole or in
part and with or without modifications or conditions, any stock options granted
by the acquired company to its employees in their capacity as such, or (b) may
grant new Options in substitution therefor; provided that the granting of an
option with the terms and conditions of the assumed or substitute options is
permissible under either this Plan or a plan approved by the shareholders of the
acquired company.  For the purposes of the preceding sentence, the
permissibility of the granting of an option under a plan shall be determined as
of the date of grant of the original option by the acquired company and not as
of the date of assumption or substitution by the Company.

     Section 13. AMENDMENTS AND DISCONTINUANCE:

          (a) This Plan may be amended by the Board of Directors upon the
recommendation of the Incentive Committee, provided that, without the approval
of the shareholders of the Company, no amendment shall be made which (i)
increases the maximum number of shares of Common Stock that may be issued or
transferred pursuant to Stock Incentives, the maximum number of shares of Common
Stock that may be acquired upon


                                      -10-


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exercise of Options granted to any one employee or the maximum number of shares
of Common Stock that may be acquired upon exercise of Options granted to
employees serving as directors, in each case as provided in paragraph (a) of
section 4, (ii) except as may be required to conform this Plan to changes in the
federal securities laws and the rules and regulations of the Securities and
Exchange Commission (or any successor agency), withdraws the administration of
this Plan from the Incentive Committee or amends the provisions of paragraph (a)
of section 10 with respect to eligibility and disinterest of members of the
Incentive Committee, (iii) permits any person who is not at the time a Key
Employee to be granted a Stock Incentive, (iv) amends the provisions of
paragraph (b) of section 5 or paragraph (a) of section 6 to permit shares to be
valued at, or to have a purchase price of, respectively, less than 100% of Fair
Market Value, (v) amends section 9 to extend the date set forth therein, or (vi)
amends this section 13.

          (b) The Board of Directors may by resolution adopted by a majority of
the entire Board of Directors discontinue this Plan.

          (c) No amendment or discontinuance of this Plan by the Board of
Directors or the shareholders of the Company shall, without the consent of the
employee, adversely affect any Stock Incentive theretofore granted to him, and
no amendment by the Incentive Committee of any such Stock Incentive shall,
without the consent of the employee, adversely affect such Stock Incentive.


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