1.   Grace directors will meet Sunday to consider the two offers, Grace shareholders said.

2.   One alternative, the shareholders said, would be an offer that included securities that let them profit from a rise in the value of Rockefeller Center.

3.   Putnam wanted to change its vote to support the measure instead of voting against it as it had originally, the shareholders said.

4.   So far, Zell has balked, leaving the two parties far apart, said the shareholder, who asked not to be identified.

5.   Still, final approval is by no means certain, said other shareholders.

6.   That, the shareholder said, would be another matter.

7.   That could still mean a merger, even if the talks with Citicorp have fallen through for the moment, several shareholders said.

8.   The problem, say UES shareholders, is that they have little information about the deal, which they contend is moving alarmingly quickly.

9.   Westinghouse Electric Corp. has held talks to buy Nashville Network owner Gaylord Entertainment Co. to give it a bigger presence in cable television, shareholders said.