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GRACE PROPOSES ACQUISITION OF GRACE ENERGY MINORITY SHARES

 GRACE PROPOSES ACQUISITION OF GRACE ENERGY MINORITY SHARES
 BOCA RATON, Fla., March 2 /PRNewswire/ -- W. R. Grace & Co. (NYSE: GRA) today announced that it has made a proposal to acquire in a merger transaction the 4,070,000 shares of common stock of Grace Energy Corporation (NYSE: GEG) not already owned by Grace, for $16.50 per share in cash.
 Grace owns 83.4 percent of Grace Energy's outstanding common stock. On Feb. 28, 1992, the closing sale price was $14.50 for Grace Energy common stock.
 Completion of the proposed transaction would be subject to various conditions, including approval by a committee of independent members of Grace Energy's board of directors and negotiation and execution of a definitive agreement containing terms and conditions customary for a transaction of this nature.
 A Grace spokesman said: "Grace previously announced its strategy to divest non-strategic businesses, including Grace Energy. In order to achieve Grace's worldwide strategy of focusing on its core businesses, Grace needs the flexibility to execute its program. This flexibility cannot be realized so long as Grace Energy, a non-strategic business to Grace, continues to be a publicly traded company."
 W. R. Grace & Co., headquartered in Boca Raton, Fla., is the world's largest specialty chemicals company with a leadership position in health care. Grace Energy Corporation, headquartered in Dallas, is a diversified energy company whose subsidiaries are engaged in supplying services and equipment to the petroleum industry; in the exploration for and development of oil and natural gas; and in coal mining.
 -0- 3/2/92
 /CONTACT: Chuck Suits of W. R. Grace & Co., 407-362-2600 or 800-GRACE99/
 (GRA GEG) CO: W. R. Grace & Co.; Grace Energy Corporation ST: Florida, Texas IN: CHM UTI SU: TNM


SS-XX -- FL002 -- 3757 03/02/92 08:47 EST
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Publication:PR Newswire
Date:Mar 2, 1992
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