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                                                                   EXHIBIT 99.1

                               W. R. GRACE & CO.
                     BOARD OF DIRECTORS -- AUDIT COMMITTEE

                                    CHARTER


     GENERAL. The primary function of the Audit Committee is to assist the
Board of Directors in fulfilling its oversight responsibilities by reviewing
the financial information provided to shareholders and others; the systems of
internal controls that management and the Board have established; and the
auditing, accounting and financial reporting process generally. Consistent with
this function, the Audit Committee should encourage the continuous improvement
of, and should foster adherence to, the Company's policies, procedures and
practices at all levels. The overarching responsibilities of the Audit
Committee are to:

     1.   Serve as an independent and objective party to monitor the Company's
          annual and quarterly financial reporting process and internal control
          system.

     2.   Review and appraise the audit efforts of the Company's independent
          accountants and internal auditing department.

     3.   Provide an open avenue of communication among the independent
          accountants, the internal auditors, management and the Board of
          Directors.

     COMPOSITION. The Audit Committee shall consist of three or more
independent members of the Board of Directors, who shall be designated in the
manner specified in the Company's By-laws. The Audit Committee members shall
meet the requirements of the New York Stock Exchange.

     RESPONSIBILITIES AND DUTIES. The Audit Committee is expected to carry out
the following responsibilities and duties:

     1.   Meet at least three times per year, or more frequently as
          circumstances dictate. As part of its responsibility to foster open
          communication, the Committee should meet with the director of
          internal auditing, the independent accountants and management in
          separate executive sessions to discuss any matters that the Committee
          or these groups believe should be discussed privately.

     2.   Review and reassess the adequacy of this Charter at least annually.

     3.   After consultation with management, recommend to the Board of
          Directors the selection of independent accountants, approve the fees
          and other compensation to be paid to the independent accountants and
          approve the discharge of the independent accountants when
          circumstances warrant. The independent accountants for the Company
          are ultimately accountable to the Board of Directors and Audit
          Committee.

     4.   Evaluate the independence of the internal auditing department and the
          independent accountants. The Audit Committee is responsible for
          ensuring that the independent accountants submit on a periodic basis
          to the Audit Committee a formal written statement delineating all
          relationships between the independent accountants and the Company.
          The Audit Committee is also responsible for actively engaging in
          dialogue with the independent accountants with respect to any
          disclosed relationships or services that may impact the objectivity
          and independence of the independent accountants and for recommending
          that the Board of Directors take appropriate action to ensure the
          independence of the independent accountants.

     5.   Review and concur in the appointment, replacement, reassignment or
          dismissal of the director of internal auditing.



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     6.   Inquire of management, the director of internal auditing and the
          independent accountants as to the areas of significant risk and/or
          exposure to the Company and assess the steps taken by management to
          minimize such risk and/or exposure.

     7.   Review, in consultation with management, the independent accountants
          and the director of internal auditing, the audit scope and plan of
          the internal auditors and the independent accountants to assure
          completeness of coverage, reduction of redundant efforts and the
          effective use of audit resources.

     8.   Consider, in consultation with management, the rationale for
          employing audit firms other than the principal independent
          accountants.

     9.   Consider and review with management, the independent accountants and
          the director of internal auditing:

          a.   The Company's internal controls, including information system
               controls and security.

          b.   Significant findings and recommendations of the independent
               accountants and the internal auditing department, together with
               management's responses thereto.

          c.   Significant difficulties encountered during the course of the
               audit, including any restrictions on the scope of work or access
               to required information.

          d.   Significant changes required in the audit scope and/or plan.

          e.   The internal auditing department budget and staffing.

          f.   Compliance by the internal auditing department with the IIA's
               Standards for the Professional Practice of Internal Auditing.

          g.   The internal auditing department charter.

     10.  Review the following with management, the independent accountants and
          the internal auditing department following completion of the annual
          audit:

          a.   The Company's annual financial statements and related notes.

          b.   The independent accountants' audit of the financial statements
               and their report thereon.

          c.   Significant changes required in the audit scope and/or plan.

          d.   Significant difficulties encountered during the course of the
               audit, including any restrictions on the scope of work or access
               to required information.

          e.   Other matters related to the conduct of the audit that are
               required to be communicated to the Audit Committee under
               generally accepted auditing standards.

     11.  Review with the management and the independent accountants the
          Company's quarterly financial reports prior to the release of
          earnings and/or the Company's quarterly financial statements. The
          Chair of the Committee or his/her designee may represent the entire
          Audit Committee for purposes of this review.

     12.  In conjunction with the Committee on Corporate Responsibility, review
          the Company's standards of business conduct and related procedures
          intended to ensure compliance with those standards, and review with
          the director of internal auditing and the independent accountants the
          results of



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          their review of the Company's monitoring of compliance with its code
          of conduct or similar policies.

     13.  Review legal and regulatory matters that may have a material impact
          on the Company's financial statements, related Company compliance
          policies, and programs and reports received from regulators.

     14.  Oversee the taking of appropriate action to correct irregularities
          and implement audit recommendations.

     15.  Report Audit Committee actions to the Board of Directors with such
          recommendations as the Audit Committee may deem appropriate.

     16.  Conduct or authorize investigations into any matters within the scope
          of its responsibilities. The Audit Committee shall be empowered to
          retain independent counsel, accountants and/or others to assist it in
          the conduct of any investigation.

     17.  Annually prepare a report to shareholders as required by the
          Securities and Exchange Commission for inclusion in the Company's
          annual proxy statement.

     18.  Perform such other functions as are required by law, by the Company's
          Certificate of Incorporation or By-laws, or by the Board of
          Directors.

     RESPONSIBILITIES AND DUTIES NOT EXCLUSIVE. The responsibilities and duties
of a member of the Audit Committee are in addition to those arising out of
membership on the Board of Directors.

     LIMITATIONS ON DUTIES. While the Audit Committee has the responsibilities
and powers set forth in this Charter, it is not the duty of the Audit Committee
to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. This is the responsibility of management and
the independent accountants. Nor is it the duty of the Audit Committee to
conduct investigations, to resolve disagreements, if any, between management
and the independent accountants or to assure compliance with laws and
regulations and the Company's policies, procedures and practices.



     Approved by the Audit Committee March 2, 2000


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