EXHIBIT 4.2  IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE DISTRICT OF DELAWARE  In re:
  )
  Chapter
  11)W. R.
  GRACE & Co., et al.,
  
  )
  Case
  No. 01-1139 (JFK))
  (Jointly
  Administered)Debtors.
  
  )Re:
  Docket Nos. 6681 and1/24/05
  Agenda Item 3  FINAL
ORDER PURSUANT TO SECTIONS 105(a), 362(a)(3) AND 541 OF THE BANKRUPTCY
CODE (A) LIMITING CERTAIN TRANSFERS OF EQUITY SECURITIES OF THE DEBTORS
AND (B) APPROVING RELATED NOTICEPROCEDURES  Upon the emergency motion (the Motion)(1) of
the debtors and debtors in possession (the Debtors) seeking entry of an order
pursuant to Sections 105(a), 362(a)(3) and 541 of the Bankruptcy Code(A) limiting
certain transfers of equity securities of the Debtors and (B) approving
related notice procedures; and
it appearing that this Court has jurisdiction over this matter pursuant to 28
U.S.C. §§ 157 and 1334; and it appearing that this proceeding is a core
proceeding within the meaning of 28 U.S.C. § 157(b)(2); and it appearing
that venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and
1409; and it appearing that good and sufficient notice of the Motion having
been given and that no other or further notice of the Motion need be provided;
and after due deliberation and sufficient cause appearing therefor, the Court
hereby orders as follows:  
 (1)Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings set forth in the Debtors
Motion For Entry Of An Order Pursuant To Sections 105(A), 362(A)(3) And
541 Of The Bankruptcy Code (A) Limiting Certain Transfers Of Equity
Interests Of The Debtors And (B) Approving Related Notice Procedures.


1.The Motion is granted to the extent set forth
in this Final Order (the Order).  The
interim orders entered by this Court on October 25, 2004 and November 17,
2004 on the same subject matter is hereby superseded by this Order, except as
noted herein.  2.Any purchase, sale
or other transfer of equity securities of W.R. Grace & Co. (Grace)
in violation of the restrictions or the procedures set forth herein (including
the notice requirements set forth in ¶¶ 3(c) or 3(d)) shall be null
and void  ab  initio
as an act in violation of this Order and shall confer no rights on the
transferee.  3.The following procedures and
restrictions shall apply to trading in the equity securities of the Debtors:  (a)Notice
of Substantial Equityholder Status. 
Any person or entity who currently or in the future Beneficially Owns
(as defined in paragraph (b) below) at least 4.75% of the outstanding
equity securities of Grace (a Substantial Equityholder) shall file with the Court and serve
upon the Debtors counsel a notice of such status in the form attached hereto
as Exhibit 1A on or before the date that is the later of: (A) February 7,
2005 or (B) ten (10) days after such person or entity becomes a
Substantial Equityholder.  (b)Beneficial
Ownership.  Beneficial Ownership of
equity securities shall be defined consistent with the applicable definitions
found in Section 382 of the Internal Revenue Code (the IRC) and the
Treasury Regulations thereunder (including attribution rules).  In particular, Beneficial Ownership of equity
securities shall include (but not be limited to):  (1)direct
and indirect ownership by a holder (e.g., an individual shareholder of a
holding company would be considered to beneficially own a proportionate share
of all interests, as the case may be, owned or acquired by the holding company,
its subsidiaries and/or affiliates);  (2)ownership
of a participation interest in a pass-through or grantor trust, with any such
participant being considered to beneficially own a ratable share of all
interests owned or acquired by such pass-through entity or such trust or its
trustee;  (3)ownership
by a holders family members;  2


(4)ownership
by persons or entities acting in concert with a holder to make a coordinated
acquisition;  (5)ownership
of an interest that such holder has a right to acquire through the ownership of
an option, a contingent purchase right, a warrant, convertible debt or equity,
a put, a call, an equity security subject to risk of forfeiture, a contract to
acquire an interest, or a similar interest (including those interests described
in Treasury Regulation § 1.382-4(d)(9)), regardless of whether such
interest or right to acquire is contingent or otherwise not currently
exercisable (each such right or interest to acquire, an Option); and  (6)ownership
by a trust qualified under Section 401(a) of the IRC.  For purposes of
this Order, equity securities shall not include any instrument or obligation
(other than an instrument or obligation that, pursuant to its terms, is
convertible into stock of Grace) that when issued or incurred, as the case may
be, constituted debt for all federal income tax purposes.  (c)Acquisition of Equity Securities. 
Prior to effecting any acquisition of Graces equity securities
(including the acquisition of Options to acquire Graces equity securities)
that would result in an increase in the amount of Graces equity securities
Beneficially Owned by a Substantial Equityholder or would result in a person or
entity becoming a Substantial Equityholder (a Proposed Equity Acquisition
Transaction), such person, entity or Substantial Equityholder (a Proposed
Equity Transferee) shall file with the Court and serve on the Debtors counsel
a Notice of Intent to Purchase, Acquire or Otherwise Accumulate an Equity
Security (an Equity Acquisition Notice), in the form attached hereto as Exhibit 1B,
specifically and in detail describing the intended transaction acquiring Graces
equity securities.  (d)Disposition of Equity Securities. 
Within two business days after effecting any disposition of Graces
equity securities (including the disposition of Options to acquire Graces
equity securities) that resulted in a decrease in the amount of Graces equity
securities Beneficially Owned by a Substantial Equityholder or that resulted in
a person or entity ceasing to be a Substantial Equityholder (an Equity
Disposition Transaction), such person, entity or Substantial Equityholder (an Equity
Transferor) shall file with the Court and serve on the Debtors counsel a
Notice of Disposition of an Equity Security (an Equity Disposition Notice),
in the form attached hereto as Exhibit 1C, specifically and in
detail describing the transaction disposing of Graces equity securities.  (e)Objection Procedures. 
No later than the date that is ten (10) calendar days after the
Debtors actual receipt of an Equity Acquisition Notice (the  3


Objection Deadline), the Debtors may file with the Court and
serve on a Proposed Equity Transferee an objection (an Objection) to any
proposed transfer of Graces equity securities described in an Equity
Acquisition Notice on the grounds that such transfer poses a material risk of
adversely affecting the Debtors ability to utilize any of their net operating
losses (NOLs) as a result of an ownership change under Section 382 or Section 383
of the Internal Revenue Code.  (1)If the Debtors timely file an
Objection by the Objection Deadline, the Proposed Equity Acquisition
Transaction shall not be effective unless approved by an order of this Court,
after notice and a hearing and such time as such order is not subject to
appeal, stay, modification, or reconsideration.  (2)If the Debtors do not timely file
an Objection by the Objection Deadline, or if the Debtors provide written
notice to the Proposed Equity Transferee that they do not object to such
transaction prior to the expiration of the 10-day notice period, then the
Proposed Equity Acquisition Transaction may proceed only as specifically
described in an Equity Acquisition Notice.  4.Special Rules  (a)Agents, Brokers, Custodians,
Nominees, Clearinghouses and Trustees.  Sales, acquisitions or
other transfers of equity securities of Grace by a person or entity acting as a
broker, agent, custodian, nominee, prime broker, clearinghouse or trustee on
behalf of another person or entity shall not be subject to this Order with
respect to that particular sale, acquisition or other transfer; provided,
however, that a trustee of a trust qualified under Section 401(a) of
the IRC, and the customer or principal of such agent, broker, custodian,
nominee, prime broker, clearinghouse or trustee, shall not be excluded from
this Order by reason of this paragraph.  (b)Account Managers. 
Sales, acquisitions or other transfers of equity securities of
Grace by a person or entity acting as a discretionary account manager or
manager for one or more accounts, customers, regulated investment companies or
mutual funds shall not be subject to this Order with respect to that particular sale, acquisition or
other transfer; provided, however, that each of an account managers individual
customers, individual account holders, individual regulated investment
companies or individual mutual funds shall not be excluded from this Order by reason of this
paragraph (although such account manager shall not have any affirmative duty to
inquire whether its customer or account holder shall be subject to this Order).  (c)Money Loans. 
A person or entitys use of equity securities of Grace as collateral for
a money loan shall not cause such person or entity to be  4


subject to this
Order with respect to such money loan; provided, however, that any transfer of
collateral pursuant to the collection of such money loan shall not be excluded
from this Order solely by reason of this paragraph.  (d)Riskless Principals. 
Market trades in equity securities of Grace in which a person or entity
acts as a riskless principal between customers by buying and selling the same
aggregate amounts on the same trade date for effect on the same settlement date
shall not be subject to this Order with respect to such trades; provided,
however, that such trades shall not be excluded from this Order with respect to
such customers solely by reason of this paragraph.  (e)Day Trading. 
Day trading market purchases and sales of equity securities of Grace
by a person or entity that net to zero at the end of each day (and that settle
on the same day) shall not be subject to this Order with respect to such
purchases and sales.  (f)Derivatives. 
Trading by a person or entity in its capacity as a dealer in derivative
contracts in respect of derivatives on equity securities of Grace shall not be
subject to this Order with respect to such trades, so long as (i) those
derivative contracts provide for cash settlement only and are in fact so cash
settled and (ii) such person or entity undertakes to maintain its books of
derivative contracts on such equity securities (including for this purpose cash
short sales and cash long positions currently owned by such person or entity
that are from time to time designated as appertaining to those derivative
books) in approximately the same net long or short position as was the case on October 14,
2004; provided that nothing herein shall cause the actual acquisition or
disposition of equity securities not to be subject to this Order, even if such
actual acquisition or disposition is in connection with or related to a
derivatives contract.  Nothing in
this Order shall limit
the scope of Sections 362, 546, 548, 555, 556, 559 and 560 of the Bankruptcy
Code with respect to the financial and related contracts and agreements
referenced therein.  (g)Short Sales. 
The borrowing of equity securities of Grace for the purpose of effecting
short sales or for on-lending, whether for the borrowers own account or for a
customer account, shall not be subject to this Order so long as such borrowing
does not occur prior to the day when such equity securities are used to
complete and settle the short sale or on-lending; provided that the initial lender
of such shares or the purchaser of such shares shall not be excluded from this
Order solely by reason of this paragraph. 
The closing and settlement upon unwinding of such short sale by the
short-seller shall also not be subject to this Order, so long as the equity
securities of Grace used to close such short sale are acquired on the date such
equity are returned to the lender.  5


(h)Waiver
of Restrictions.  The Debtors shall
be permitted to waive any restrictions, limitations or notice requirements
imposed by this Order;
provided, however, that any such waiver shall be filed with this Court.  5.Other Notice Procedures  (a)Service of Procedures Notice. 
Following entry of this Order, the Debtors shall deliver a copy of (A) notification
procedures applicable to Substantial Equityholders and (B) notification
and hearing procedures for the transfer of equity securities (the Notice of
Notification Procedures) (a copy of which is attached hereto as Exhibit 2)
to the entities listed below.  The Notice
of Notification Procedures shall inform all recipients thereof how to obtain
copies of these notice procedures and the relevant notices described herein.  (1)the Office of the United States
Trustee;  (2)any official statutory committee
appointed in these Chapter 11 Cases;  (3)counsel for the Debtors
debtor-in-possession lenders; and  (4)the transfer agents for all classes
of equity securities of the Debtors.  (b)The Debtors may, no more often than
once every three months during the pendency of these Chapter 11 cases, deliver
the Notice of Notification Procedures to any and all registered holders of
equity securities of Grace.  (1)Any such registered holder shall,
in turn, deliver a copy of the Notice of Notification Procedures to any holder
for whose account such registered holder holds such equity securities, and so
on down the chain of ownership.  (2)Any person or entity in its
individual capacity (a Prospective Seller), and any broker or agent acting on
behalf of a Prospective Seller, who contemplates selling 1% of Graces equity
securities to another person or entity (a Prospective Purchaser) must provide
a copy of the Notice of Notification Procedures to each Prospective Purchaser
or any broker or agent acting on behalf of a Prospective Purchaser.  6.The requirements set forth in this
Order are in addition to the requirements of Federal Rule of Bankruptcy
Procedure 3001(e) and applicable securities, corporate and other laws, and
do not excuse compliance therewith.  6


7.This
Court retains jurisdiction with respect to all matters arising from or related
to the implementation of this Order.  8.Notwithstanding
the possible applicability of Bankruptcy Rules 6004(g), 7062, or 9014, the
terms, conditions and notification procedures of this Order shall be effective as of the date this Order is
entered.  The interim orders entered by
this Court on October 25, 2004 and November 17, 2004 on the same
subject matter shall continue to apply to any transaction occurring prior to
the date this Order is entered.  9.Nothing
in this Order is
intended to have any precedential effect in any other proceeding involving a
Debtor or a Substantial Equityholder and shall not be used as either res
judicata or collateral estoppel, or otherwise have precedential effect, in any
such other proceeding.  10.Except
for those persons or entity that are required to provide notice pursuant to
Paragraphs 3 of this Order,
no person or entity shall be liable for any damages or losses resulting from or
caused by a violation of this Order.  11.This
Order shall not apply
after the effective date of the Debtors plan of reorganization.  12.All
time periods set forth in this Order
shall be calculated in accordance with Bankruptcy Rule 9006(a).  Dated: January 24,
  2005/s/ Judith K. FitzgeraldThe Honorbale Judith K.
  FitzgeraldUnited States Bankruptcy
  Judge  7


Exhibit 1A  IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE  In re:
  ) Chapter 11W. R. GRACE &  Co., et
  al.,
  ) Case No. 01-1139 (JFK)) (Jointly Administered) Debtors.  NOTICE OF STATUS AS A SUBSTANTIAL EQUITYHOLDER(1)  PLEASE
TAKE NOTICE that [name of equityholder]is/has become a Substantial
Equityholder with respect to the equity securities (the Equity Securities) of
W. R. Grace & Co., a debtor and debtor in possession in Case No. 01-1139,
pending in the United States Bankruptcy Court for the District of Delaware (the
Court).  PLEASE
TAKE FURTHER NOTICE that, as of [date], [name of equityholder]
Beneficially Owns []
shares of the Equity Securities of W. R. Grace & Co. The following
table sets forth the date(s) on which [name of equityholder]
acquired or otherwise became the Beneficial Owner of such Equity Securities:  Number of Shares
  
  Type of Equity Security
  
  Date Acquired  (Attach
additional page if necessary)  PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of [name
of equityholder] is .  PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [name of equityholder]
hereby declares that it has examined this Notice and accompanying attachments
(if any), and, to the best of its knowledge and belief, this Notice and any
attachments that purport to be part of this Notice are true, correct and
complete.  PLEASE
TAKE FURTHER NOTICE that, pursuant to the Final Order of this Court, entered on
[January 26, 20005], Limiting Certain Transfers of Equity Securities of
the Debtors and Approving Related Notice Procedures, this Notice is being (A) filed
with the Court,  
 (1)For purposes of this Notice, all capitalized terms not defined herein
shall have the same meaning as is set forth in the Final Order of this Court,
entered [January 26, 2005], Limiting Certain Transfers of Equity
Securities of the Debtors and Approving Related Notice Procedures.


and
(B) served upon Kirkland & Ellis LLP, counsel to the Debtors, 200
E. Randolph Drive, Chicago, Illinois 60601, Attn.: Janet S. Baer, Esq.  Dated: [city,
state]  Respectfully
  submitted,[Name
  of Acquirer/Seller] [Address][telephone
  and facsimile]  2


Exhibit 1B  IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE  In re:
  ) Chapter 11W. R. GRACE &  Co., et
  al.,
  ) Case No. 01-1139 (JFK)) (Jointly Administered) Debtors.  NOTICE OF INTENT TO PURCHASE, ACQUIRE
OR OTHERWISE ACCUMULATE EQUITY SECURITIES  PLEASE
TAKE NOTICE that [name of prospective acquirer] hereby provides notice
of its intention to purchase, acquire or otherwise accumulate one or more
shares of the equity securities (the Equity Securities) of W. R. Grace &
Co. or an Option with respect thereto (the Proposed Transfer).  PLEASE
TAKE FURTHER NOTICE that, if applicable, on [prior date(s)], [name of
prospective acquirer] filed a Notice of Status as a Substantial
Equityholder(1) with the United States Bankruptcy Court for the District
of Delaware (the Court) and served copies thereof on the Debtors counsel.  PLEASE TAKE FURTHER NOTICE that [name of prospective acquirer]
currently Beneficially Owns shares of the Equity Securities (type of Equity Security) of W. R. Grace &
Co.  PLEASE
TAKE FURTHER NOTICE that, pursuant to the Proposed Transfer, [name of
prospective acquirer] proposes to purchase, acquire or otherwise accumulate
[]
shares of Equity Securities or an Option with respect to []
shares of Equity Securities. If the Proposed Transfer is permitted to occur, [name
of prospective acquirer] will Beneficially Own []
shares of Equity Securities after the transfer.  PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of [name
of prospective acquirer] is .  
 (1)For purposes of this Notice, all capitalized terms not defined herein
shall have the same meaning as is set forth in the Final Order of this Court,
entered [January 26, 2005], Limiting Certain Transfers of Equity
Securities of the Debtors and Approving Related Notice Procedures.


PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [name of prospective
acquirer] hereby declares it has examined this Notice and accompanying
attachments (if any), and, to the best of its knowledge and belief, this Notice
and any attachments that purport to be part of this Notice are true, correct
and complete.  PLEASE
TAKE FURTHER NOTICE that, pursuant to the Final Order of this Court, entered on
[January 26, 2005], Limiting Certain Transfers of Equity Securities of the
Debtors and Approving Related Notice Procedures, this Notice is being (A) filed
with the Court, and (B) served upon Kirkland & Ellis LLP, counsel
to the Debtors, 200 E. Randolph Drive, Chicago, Illinois 60601, Attn.: Janet S.
Baer, Esq.  PLEASE
TAKE FURTHER NOTICE that the Debtors have ten (10) calendar days after
receipt of this Notice to object to the Proposed Transfer described herein. If
the Debtors file an objection, such Proposed Transfer will not be effective
unless approved by an order of the Court not subject to appeal, modification,
stay, or reconsideration. If the Debtors do not object within such ten (10) day
period, then after expiration of such period the Proposed Transfer may proceed
specifically as set forth in the Notice.  The
undersigned prospective acquirer understands that any further transactions that
may result in [name of prospective acquirer] purchasing, acquiring or
otherwise accumulating additional shares of Equity Securities (or an Option
with respect thereto) will each require an additional notice filed with the
Court to be served in the same manner as this Notice.  Dated: [city,
state]  Respectfully
  submitted,[Name
  of Acquirer/Seller] [Address][telephone
  and facsimile]  2


Exhibit 1C  IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE  In re:
  ) Chapter 11W. R. GRACE &  Co., et
  al.,
  ) Case No. 01-1139 (JFK)) (Jointly Administered) Debtors.  NOTICE OF DISPOSITION OF EQUITY SECURITIES  PLEASE
TAKE NOTICE that [name of seller] hereby provides notice of its
disposition of one or more shares of the equity securities (the Equity
Securities) of W. R. Grace & Co. or an Option with respect thereto
(the Transfer).  PLEASE
TAKE FURTHER NOTICE that, if applicable, on [prior date(s)], [name of
seller] filed a Notice of Status as a Substantial Equityholder(1) with
the United States Bankruptcy Court for the District of Delaware (the Court)
and served copies thereof on the Debtors counsel.  PLEASE TAKE FURTHER NOTICE that [name of seller]Beneficially
Owned, immediately prior to the Transfer described in this Notice, 
shares of Equity Securities of W. R. Grace & Co.  PLEASE
TAKE FURTHER NOTICE that, pursuant to the Transfer, [name of seller] disposed
of 
shares of Equity Securities or an Option with respect to 
shares of Equity Securities. Following the Transfer, [name of seller]
Beneficially Owns 
shares of Equity Securities.  PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [name of seller]
hereby declares that it has examined this Notice and accompanying attachments
(if any), and, to the best of its knowledge and belief, this Notice and any
attachments that purport to be part of this Notice are true, correct and
complete.  PLEASE
TAKE FURTHER NOTICE that, pursuant to the Final Order of this Court, entered on
[January 26, 2005], Limiting Certain Transfers of Equity Securities of the
Debtors and Approving Related Notice Procedures, this Notice is being (A) filed
with the Court, and (B) served upon Kirkland & Ellis LLP, counsel
to the Debtors, 200 E. Randolph Drive, Chicago, Illinois 60601, Attn.: Janet S.
Baer, Esq.  
 (1)For purposes of this Notice, all capitalized terms not defined herein
shall have the same meaning as is set forth in the Final Order of this Court,
entered (January 26, 2005], Limiting Certain Transfers of Equity
Securities of the Debtors and Approving Related Notice Procedures.


[Name
of seller] understands that any further transactions that may result in [name
of seller] selling, trading or otherwise transferring shares of Equity
Securities (or an Option with respect thereto) may each require an additional
notice filed with the Court to be served in the same manner as this Notice.   Dated: [city,
state]  Respectfully
  submitted,[Name
  of Acquirer/Seller] [Address][telephone
  and facsimile]  2


Exhibit2  IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE  In re:
  ) Chapter 11)W. R. GRACE &  Co., et
  al.,
  
  )
  Case No. 01-1139 (JFK)) (Jointly Administered)Debtors.
  
  )  NOTICE OF (A) NOTIFICATION PROCEDURES APPLICABLE
TO SUBSTANTIAL HOLDERS OF EQUITY SECURITIES AND (B) NOTIFICATION AND HEARING PROCEDURES FOR TRADING IN EOUITY SECURITIES  TO ALL
PERSONS OR ENTITIES WITH EQUITY INTERESTS IN W. R. GRACE & CO.:  PLEASE
TAKE NOTICE that on April 2, 2001 (the Petition Date), W.R. Grace &
Co., together with certain of its subsidiaries and affiliates (collectively,
the Debtors), commenced cases under Chapter 11 of Title 11 of the United
States Code as amended from time to time (the Bankruptcy Code).  PLEASE
TAKE FURTHER NOTICE that on [January 26, 20051, the United States
Bankruptcy Court for the District of Delaware (the Court) entered a final
order (the Order) imposing certain transfer restrictions on equity securities
of W. R. Grace & Co. and approving the procedures set forth in the
Order (the Notice Procedures) to preserve the Debtors net operating losses (NOLs).  The Order applies to any person or entity who currently
or in the future beneficially owns (as defined in the Order) at least 4.75% of
the outstanding equity securities of W.R. Grace &  Co. Any
sale or other transfer of equity securities inW. R.
Grace &
Co. in violation of the Order or the Notice Procedures shall be null and void abinitioand shall confer no
rights on the transferee.  PLEASE
TAKE FURTHER NOTICE that, pursuant to the Order, the Notice Procedures shall
apply to holding, acquiring and disposing, and any other transfers of EQUITY
SECURITIES IN W. R. GRACE & CO.  PLEASE
TAKE FURTHER NOTICE that any person or entity may obtain a copy of the Order,
the Notice Procedures and the forms of each of the required notices described
therein by:  1.
Contacting the Clerks Office for the United States Bankruptcy Court for the
District of Delaware at 824 Market Street, 3rd Floor, Wilmington, Delaware
19801, 302-252-2900,


Monday
through Friday during the hours of 8:00 a.m. to 4:00 p.m., excluding
Federal Holidays.  2.
Contacting Kirkland & Ellis LLP, counsel to the Debtors, 200 E.
Randolph Drive, Chicago, Illinois 60601, Attn.: Samuel Blatnick, Esq.,
312-861-2359, sblatnick@kirkland.com.  PLEASE
TAKE FURTHER NOTICE that the requirements set forth in this Notice are in
addition to the requirements of Rule 3001(e) of the Federal Rules of
Bankruptcy Procedure and applicable securities, corporate and other laws, and
do not excuse compliance therewith.  Dated:
 [city] January     ,
2005  W. R. GRACE &  CO., et
  al.By:Counsel
  for the Debtors and Debtors in Possession  2