SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                               ___________________


                                  SCHEDULE 14D-9

                      Solicitation/Recommendation Statement
                       Pursuant to Section 14(d)(4) of the
                         Securities Exchange Act of 1934

                                (Amendment No. 1)
                               ___________________


                                   BORDEN, INC.
                            (Name of Subject Company)

                                   BORDEN, INC.
                       (Name of Person(s) Filing Statement)

                     Common Stock, Par Value $.625 Per Share
                          (Title of Class of Securities)

                                    099599102
                      (CUSIP Number of Class of Securities)
                               ___________________

                              Allan L. Miller, Esq.
               Senior Vice President, Chief Administrative Officer
                               and General Counsel
                                   Borden, Inc.
                              180 East Broad Street
                              Columbus, Ohio  43215
                                  (614) 225-4000

                  (Name, address and telephone number of person
              authorized to receive notice and communications on 
              behalf of the person(s) filing statement)
                               ___________________

                                 With a copy to:
                            Andrew R. Brownstein, Esq.
                          Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York  10019
                                  (212) 403-1000







                   This Amendment No. 1 amends and supplements the
         Solicitation/Recommendation Statement on Schedule 14D-9 of
         Borden, Inc., a New Jersey corporation, filed with the
         Securities and Exchange Commission on November 22, 1994 (the
         "Schedule 14D-9"), with respect to the exchange offer made by
         Borden Acquisition Corp., a New Jersey corporation (the
         "Purchaser"), Whitehall Associates, L.P., a Delaware limited
         partnership (the "Partnership"), and KKR Partners II, L.P., a
         Delaware limited partnership (together with the Partnership,
         the "Common Stock Partnerships"), to exchange shares, owned by
         the Purchaser or its affiliates, of common stock, par value
         $.01 per share (the "Holdings Common Stock"), of RJR Nabisco
         Holdings Corp., a Delaware corporation ("Holdings"), for all
         outstanding Shares and the associated preferred stock purchase
         rights (the "Rights"), not already owned by the Purchaser or
         its affiliates, upon the terms and subject to the conditions
         set forth in the Offering Circular/Prospectus, dated November
         22, 1994, and the related Letter of Transmittal.  Under the
         terms of the Exchange Offer, each Share accepted by the Pur-
         chaser in accordance with the Exchange Offer shall be exchanged
         for that number of fully paid and nonassessable shares of
         Holdings Common Stock equal to the Exchange Ratio.  The term
         "Exchange Ratio" means the quotient (rounded to the nearest
         1/100,000) obtained by dividing (i) $14.25 by (ii) the average
         of the average of the high and low sales prices of the Holdings
         Common Stock as reported on the New York Stock Exchange (the
         "NYSE") Composite Tape on each of the ten full consecutive
         trading days ending immediately prior to the ten business day
         period ending on the date of expiration of the Exchange Offer,
         including any extension thereof (the "Valuation Period"),
         provided that the Exchange Ratio shall not be less than 1.78125
         or greater than 2.375.  

              Capitalized terms used and not defined herein shall have
         the meanings assigned such terms in the Schedule 14D-9 as
         heretofore amended and supplemented.

         Item 4.  The Solicitation or Recommendation.

                   (a)-(b) The description under "Background and Reasons
         for the Board's Recommendation; Opinions of Financial Advisors-
         -Background--Events Subsequent to Announcement of the KKR
         Transaction" is hereby amended and supplemented by adding the
         following information:

                   On November 30, 1994, the Company issued the press
         release filed as an exhibit hereto and incorporated herein by
         reference which announced that the Company had received a
         letter from Japonica (a copy of which is included with the





         press release) and that the Board will consider and respond to
         such letter as soon as practicable.

         Item 8.  Additional Information to be Furnished.

                   (a)-(c)  The description under "Antitrust" is hereby
         amended and supplemented by adding the following information:

                   On November 24, 1994, the Commission of the European
         Communities issued a Decision Letter, pursuant to Article
         6(1)(b) of Council Regulation No. 4064/89 (the "Merger
         Regulation"), declaring the proposed acquisition of the
         Company, by an affiliate of KKR, compatible with the common
         market and with the functioning of the EEA Agreement.  


         Item 9.  Material to be Filed as Exhibits.

              Exhibit 99.1** --   Letter of Intent dated September 11,
                                  1994 between the Company and the
                                  Partnership (incorporated by reference
                                  to Exhibit 99 to the Company's Report
                                  on Form 8-K, dated September 11,
                                  1994).

              Exhibit 99.2** --   Agreement and Plan of Merger, dated as
                                  of September 23, 1994, among the
                                  Partnership, the Purchaser and the
                                  Company (incorporated by reference to
                                  Exhibit 3 to the Company's Report on
                                  Form 8-K, dated September 23, 1994
                                  (the "September 23, 1994 8-K")).

              Exhibit 99.3** --   Form of Amendment, dated as of
                                  November 15, 1994, among the Pur-
                                  chaser, the Partnership and the Com-
                                  pany, to the Agreement and Plan of
                                  Merger, dated as of September 23,
                                  1994, among the Partnership, the
                                  Purchaser and the Company.









         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.4** --   Conditional Purchase/Stock Option
                                  Agreement, dated as of September 23,
                                  1994, among the Partnership, the
                                  Purchaser and the Company (incorpo-
                                  rated by reference to Exhibit 4 to the
                                  September 23, 1994 8-K).

              Exhibit 99.5** --   Confidentiality Agreement, dated Au-
                                  gust 2, 1994, between KKR and the
                                  Company.

              Exhibit 99.6** --   Letter to Shareholders of the Company
                                  dated November 22, 1994.*

              Exhibit 99.7** --   Letter from P.B. Kazarian to F.J.
                                  Tasco, dated May 24, 1994 (incorpo-
                                  rated by reference to Exhibit 1 to the
                                  Company's Report on Form 8-K, dated
                                  October 5, 1994, regarding the back-
                                  ground and reasons for entering into
                                  the Merger Agreement and the Condi-
                                  tional Purchase/Option Agreement (the
                                  "October 5, 1994 8-K")).

              Exhibit 99.8** --   Letter from P.B. Kazarian to F.J.
                                  Tasco, dated June 5, 1994 (incorpo-
                                  rated by reference to Exhibit 2 to the
                                  October 5, 1994 8-K).

              Exhibit 99.9** --   Letter from Japonica Partners to J.
                                  Rosenfeld, dated June 8, 1994 (in-
                                  corporated by reference to Exhibit 3
                                  to the October 5, 1994 8-K).

              Exhibit 99.10** --  Letter from F.J. Tasco to Japonica
                                  Partners, dated June 13, 1994 (in-
                                  corporated by reference to Exhibit 4
                                  to the October 5, 1994 8-K).

              Exhibit 99.11** --  Letter from P.B. Kazarian to J.
                                  Rosenfeld, dated June 20, 1994 (in-
                                  corporated by reference to Exhibit 5
                                  to the October 5, 1994 8-K).






         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.12** --  Letter from P.B. Kazarian to M. David-
                                  Weill, dated June 24, 1994 (incorpo-
                                  rated by reference to Exhibit 6 to the
                                  October 5, 1994 8-K).

              Exhibit 99.13** --  Letter from P.B. Kazarian to F.J.
                                  Tasco, dated July 5, 1994 (incorpo-
                                  rated by reference to Exhibit 7 to the
                                  October 5, 1994 8-K).

              Exhibit 99.14** --  Letter from P.B. Kazarian to F.J.
                                  Tasco, dated July 14, 1994 (incorpo-
                                  rated by reference to Exhibit 8 to the
                                  October 5, 1994 8-K).

              Exhibit 99.15** --  Letter from F.J. Tasco to P.B.
                                  Kazarian, dated July 19, 1994 (in-
                                  corporated by reference to Exhibit 9
                                  to the October 5, 1994 8-K).

              Exhibit 99.16** --  Letter from Japonica Partners to J.
                                  Rosenfeld, dated July 26, 1994 (in-
                                  corporated by reference to Exhibit 10
                                  to the October 5, 1994 8-K).

              Exhibit 99.17** --  Letter from Japonica Partners to F.J.
                                  Tasco, dated July 26, 1994 (incorpo-
                                  rated by reference to Exhibit 11 to
                                  the October 5, 1994 8-K).

              Exhibit 99.18** --  Letter from P.B. Kazarian to F.J.
                                  Tasco, dated August 11, 1994 (incor-
                                  porated by reference to Exhibit 12 to
                                  the October 5, 1994 8-K).

              Exhibit 99.19** --  Letter from P.B. Kazarian to F.J.
                                  Tasco, dated August 19, 1994 (incor-
                                  porated by reference to Exhibit 13 to
                                  the October 5, 1994 8-K).

              Exhibit 99.20** --  Letter from Japonica Partners to E.R.
                                  Shames with attached list of questions
                                  to management, dated September 7, 1994
                                  (incorporated by reference to Exhibit
                                  14 to the October 5, 1994 8-K).




         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.21** --  Letter from P.B. Kazarian to F.J.
                                  Tasco, dated September 13, 1994 (in-
                                  corporated by reference to Exhibit 15
                                  to the October 5, 1994 8-K).

              Exhibit 99.22** --  Letter from A.L. Miller to P.B.
                                  Kazarian, dated September 14, 1994
                                  (incorporated by reference to Exhibit
                                  16 to the October 5, 1994 8-K).

              Exhibit 99.23** --  Letter from Japonica Partners to F.J.
                                  Tasco, dated September 15, 1994 (in-
                                  corporated by reference to Exhibit 17
                                  to the October 5, 1994 8-K).

              Exhibit 99.24** --  Letter from F.J. Tasco to P.B.
                                  Kazarian with attached confidentiality
                                  letter, dated September 16, 1994
                                  (incorporated by reference to Exhibit
                                  18 to the October 5, 1994 8-K).

              Exhibit 99.25** --  Letter from Japonica Partners to F.J.
                                  Tasco, dated September 17, 1994 (in-
                                  corporated by reference to Exhibit 19
                                  to the October 5, 1994 8-K).

              Exhibit 99.26** --  Letter from F.J. Tasco to P.B.
                                  Kazarian, dated September 19, 1994
                                  (incorporated by reference to Exhibit
                                  20 to the October 5, 1994 8-K).

              Exhibit 99.27** --  Letter from Japonica Partners to F.J.
                                  Tasco with "Dynamic Tension" and
                                  "Management Principles" attachments,
                                  dated September 21, 1994 (incorporated
                                  by reference to Exhibit 21 to the
                                  October 5, 1994 8-K).

              Exhibit 99.28** --  Letter from Japonica Partners to the
                                  Board, dated September 22, 1994 (in-
                                  corporated by reference to Exhibit 22
                                  to the October 5, 1994 8-K).







         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.29** --  Letter from F.J. Tasco to P.B.
                                  Kazarian, dated September 23, 1994
                                  (incorporated by reference to Exhibit
                                  23 to the October 5, 1994 8-K).

              Exhibit 99.30** --  Letter from A.R. Brownstein to M.
                                  Nussbaum, dated September 26, 1994
                                  (incorporated by reference to Exhibit
                                  24 to the October 5, 1994 8-K).

              Exhibit 99.31** --  Letter from Japonica Partners to F.J.
                                  Tasco, dated September 27, 1994 (in-
                                  corporated by reference to Exhibit 25
                                  to the October 5, 1994 8-K).

              Exhibit 99.32** --  Letter from M. Nussbaum to M. Lipton,
                                  dated October 5, 1994 (incorporated by
                                  reference to Exhibit 26 to the October
                                  5, 1994 8-K).

              Exhibit 99.33** --  Letter from Japonica Partners to the
                                  Board, dated October 5, 1994 (incor-
                                  porated by reference to Exhibit 27 to
                                  the October 5, 1994 8-K).

              Exhibit 99.34** --  Letter from Japonica Partners to the
                                  Board, dated October 18, 1994.

              Exhibit 99.35** --  Letter from F.J. Tasco to P.B.
                                  Kazarian, dated October 27, 1994.

              Exhibit 99.36** --  Opinion of Lazard Freres, dated Sep-
                                  tember 22, 1994 (set forth as Annex A
                                  to the Schedule 14D-9).*

              Exhibit 99.37** --  Opinion of First Boston, dated Sep-
                                  tember 22, 1994 (set forth as Annex B
                                  to the Schedule 14D-9).*

              Exhibit 99.38** --  Complaint filed in Kohnstamm v. Bor-
                                  den, Inc. (N.J. Super. Ch. Div. Sept.
                                  12, 1994)

              Exhibit 99.39** --  Complaint filed in Hartman v. Borden,
                                  Inc. (Ohio Ct. Common Pleas Sept. 12,
                                  1994).



         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.40** --  Complaint filed in Jaroslawicz v.
                                  Borden, Inc. (Ohio Ct. Common Pleas
                                  Sept. 22, 1994).

              Exhibit 99.41** --  Complaint filed in Lubin v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 12,
                                  1994).

              Exhibit 99.42** --  Complaint filed in Weiss v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 12,
                                  1994).

              Exhibit 99.43** --  Complaint filed in Stepak v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 16,
                                  1994).

              Exhibit 99.44** --  Complaint filed in Strougo v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 13,
                                  1994).

              Exhibit 99.45** --  Complaint filed in Krim v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 14,
                                  1994).

              Exhibit 99.46** --  Complaint filed in Peterson v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 16,
                                  1994).

              Exhibit 99.47** --  Complaint filed in Marcus v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 22,
                                  1994).

              Exhibit 99.48** --  Complaint filed in Dwyer v. Borden,
                                  Inc. (N.J. Super. Ch. Div. Sept. 23,
                                  1994).

              Exhibit 99.49** --  Complaint filed in Shingala v. Harper
                                  (Del. Ch. Sept. 13, 1994).

              Exhibit 99.50** --  Complaint filed in Pittman Neurosur-
                                  gical v. Borden, Inc. (N.J. Super. Ch.
                                  Div. Sept. 29, 1994).







         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.51** --  1994 Management Incentive Plan (in-
                                  corporated by reference to Exhibit
                                  10(iv) to the Company's Annual Report
                                  on Form 10-K for the year ended
                                  December 31, 1993 (the "1993 10-K")).

              Exhibit 99.52** --  1994 Stock Option Plan (incorporated
                                  by reference to Exhibit 10(v) to the
                                  1993 10-K).

              Exhibit 99.53** --  Executive Family Survivor Protection
                                  Plan as amended through December 9,
                                  1993 (incorporated by reference to
                                  Exhibit 10(vi) to the 1993 10-K).

              Exhibit 99.54** --  Executives Excess Benefits Plan as
                                  amended through December 9, 1993
                                  (incorporated by reference to Exhibit
                                  10(vii) to the 1993 10-K).

              Exhibit 99.55** --  Executives Supplemental Pension Plan
                                  as amended through December 9, 1993
                                  (incorporated by reference to Exhibit
                                  10(viii) to the 1993 10-K).

              Exhibit 99.56** --  Advisory Directors Plan (incorporated
                                  by reference to Exhibit 10(viii) to
                                  the Company's Annual Report on Form
                                  10-K for the year ending December 31,
                                  1989 (the "1989 10-K")).

              Exhibit 99.57** --  Advisory Directors Plan Trust Agree-
                                  ment (incorporated by reference to
                                  Exhibit 10(ix) to the Company's Annual
                                  Report on Form 10-K for the year
                                  ending December 31, 1988 (the "1988
                                  10-K")).

              Exhibit 99.58** --  Supplemental Benefit Trust Agreement,
                                  as amended through December 9, 1993
                                  (incorporated by reference to Exhibit
                                  10(xi) to the 1993 10-K).







         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.59** --  Form of Indemnification Letter
                                  Agreements entered into with all Di-
                                  rectors of the Company (incorporated
                                  by reference to Exhibit 10(xii) to the
                                  1988 10-K).

              Exhibit 99.60** --  Form of Letter Agreement entered into
                                  with all holders of stock appreciation
                                  rights (incorporated by reference to
                                  Exhibit 10(xiii) to the 1989 10-K).

              Exhibit 99.61** --  Agreement with Mr. A.S. D'Amato,
                                  Chairman and Chief Executive Officer
                                  (incorporated by reference to Exhibit
                                  10(i) to the Company's quarterly
                                  report on Form 10-Q for the period
                                  ended June 30, 1993 (the "June 30,
                                  1993 10-Q")).

              Exhibit 99.62** --  Amendment to Agreement with Mr. A.S.
                                  D'Amato (incorporated by reference to
                                  Exhibit 10(i) to the Company's quar-
                                  terly report on Form 10-Q for the
                                  period ended September 30, 1993).

              Exhibit 99.63** --  Supplement to Agreement with Mr. A.S.
                                  D'Amato (incorporated by reference to
                                  Exhibit 10(xiv)(a) to the 1993 10-K).

              Exhibit 99.64** --  Agreement with Mr. E.R. Shames,
                                  President and Chief Operating Officer
                                  (incorporated by reference to Exhibit
                                  10(ii) to the June 30, 1993 10-Q).

              Exhibit 99.65** --  Description of Amendment to Agreement
                                  with Mr. E.R. Shames (incorporated by
                                  reference to Exhibit 10(xiv)(e) to the
                                  1993 10-K).

              Exhibit 99.66** --  Agreement with Mr. R.J. Ventres,
                                  Chairman of the Executive Committee of
                                  the Board (incorporated by reference
                                  to Exhibit 10(xvii)(b) to the Com-
                                  pany's Annual Report on Form 10-K for
                                  the year ended December 31, 1991).




         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.67** --  Description of Amendment to Agreement
                                  with Mr. R.J. Ventres (incorporated by
                                  reference to Exhibit 10(xiv)(g) to the
                                  1993 10-K).

              Exhibit 99.68** --  Form of salary continuance arrangement
                                  with Executive Officers (incorporated
                                  by reference to Exhibit 10(ix)(c) to
                                  the Company's Annual Report on Form
                                  10-K for the year ended December 31,
                                  1987).

              Exhibit 99.69** --  Agreement with Mr. J.G. Hattinger
                                  (incorporated by reference to Exhibit
                                  10(xiv)(i) to the 1993 10-K).

              Exhibit 99.70** --  Agreement with Mr. G.J. Waydo (in-
                                  corporated by reference to Exhibit
                                  10(xiv)(j) to the 1993 10-K).

              Exhibit 99.71** --  Description of Amendment to Agreement
                                  with Mr. E.R. Shames (incorporated by
                                  reference to Exhibit 10(i) to the
                                  Company's Quarterly Report on Form
                                  10-Q for the quarter ended June 30,
                                  1994 (the "June 30, 1994 10-Q").

              Exhibit 99.72** --  Agreement with Mr. L.O. Doza dated
                                  June 2, 1994 (incorporated by refer-
                                  ence to Exhibit 10(ii) to the June 30,
                                  1994 10-Q).

              Exhibit 99.73** --  Supplement to Agreement with Mr. G.J.
                                  Waydo dated May 4, 1994 (incorporated
                                  by reference to Exhibit 10(iii) to the
                                  June 30, 1994 10-Q).

              Exhibit 99.74** --  Supplement to Agreement with Mr. G.J.
                                  Waydo dated June 20, 1994 (incorpo-
                                  rated by reference to Exhibit 10(iv)
                                  to the June 30, 1994 10-Q).

              Exhibit 99.75** --  Supplement to Agreement with Mr. G.J.
                                  Waydo dated September 30, 1994.





         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





              Exhibit 99.76** --  Form of Indemnification Agreement,
                                  dated as of October 4, 1994, among
                                  Holdings, the Partnership, Purchaser
                                  and the Company.

              Exhibit 99.77** --  Joint Press Release of the Company and
                                  KKR dated November 22, 1994. 

              Exhibit 99.78   --  Press Release of the  Company, dated 
                                  November 30, 1994, including letter
                                  from Japonica Partners to F.J. Tasco, 
                                  dated November 30, 1994





































         ____________________

         *   Included with Schedule 14D-9 mailed to shareholders of
             the Company.

         **  Previously filed.





                                    SIGNATURE

                   After reasonable inquiry and to the best of its
         knowledge and belief, the undersigned certifies that the in-
         formation set forth in this statement is true, complete and
         correct.

                                       BORDEN, INC.


         Dated: December 1, 1994       By: /s/ Allan L. Miller         
                                           Name: Allan L. Miller 
                                           Title: Senior Vice President, 
                                            Chief Administrative 
                                            Officer and General Counsel 


































        

    
    

    





                                  EXHIBIT INDEX


         Exhibit                  Description             Sequential Number

         Exhibit 99.78 --         Press Release of the
                                  Company, dated November
                                  30, 1994, including letter
                                  from Japonica Partners to
                                  F.J. Tasco, dated
                                  November 30, 1994



















































                                                   Exhibit 99.78





         CONTACT:  Nick Iammartino          Jim Fingeroth/Fred Spar
                   Borden, Inc.             Kekst and Company
                   614-225-4485             212-593-2655


                       BORDEN STATEMENT ON JAPONICA LETTER


         COLUMBUS, OHIO, November 30, 1994 -- Borden, Inc., announced
         this evening that it has received the attached letter from
         Japonica Partners.  Borden stated that its Board of Directors
         will consider and respond to the document as soon as
         practicable.

                                (letter attached)

                                      # # #










                        [Letterhead of JAPONICA PARTNERS]








                                                       November 30, 1994



         Frank J. Tasco
         Director
         Borden, Inc.
         277 Park Avenue
         New York, NY  10172

         Dear Mr. Tasco:

                   Japonica Partners is pleased to make the definitive
         proposal you have requested.  Under our $2.4 billion proposal,
         Borden, Inc. shareholders would receive cash and securities
         valued at $17.00 per share, at 19% premium over the stated
         value of the KKR/Lazard proposal and a 43% premium over the
         trading price on the day preceding the announcement of the KKR/
         Lazard proposal.

                   The greatest potential for an increase in shareholder
         wealth will come from unleashing the value contained within the
         company.  Shareholders who desire to participate in Borden,
         Inc.'s recovery will be provided the opportunity to do so
         through a tax advantaged transaction in which a substantial
         portion of the consideration would be realized without the
         recognition of gain.  Our proposal provides the resources for
         those shareholders wishing to divest their common equity in-
         vestment in Borden, Inc. at $17.00 per share (a minority in our
         view).

         Shareholders Participate in Borden, Inc.'s Recovery

                   Borden, Inc. would spin off its packaged foods divi-
         sion ("Borden Foods") and dairy business ("Borden Nutrition")
         through a stock dividend consisting of one share each of Borden
         Foods and Borden Nutrition per share of Borden, Inc.  As a
         result, continuing shareholders of Borden, Inc. would have
         shares of three independent public companies with an aggregate




         Page 2
         Frank J. Tasco
         November 30, 1994



         initial value of $17.00 per share (see the two attached com-
         parisons of the values in our proposal with the KKR/Lazard pro-
         posal).  We believe that the value of these shares will in-
         crease to between $22.00 and $25.00 per share, based on our
         earnings projections for 1995 of $1.41 per share and $2.03 per
         share for 1996 (see attached EPS chart).  We are confident that
         these results can be achieved through effective execution of
         1990's business practices, such as best in class use of Effi-
         cient Consumer Response, a refocus of company resources towards
         value-added products and a movement away from the current com-
         modity mentality.

         Shareholders Desiring to Divest their Common Equity Positions

                   Concurrent with the spin-off, Japonica is prepared to
         make an initial cash investment of $430 million to purchase
         common equity.  This cash, together with an additional $240
         million in Borden, Inc. preferred stock, priced to trade at
         par, would be used to repurchase 30% of Borden, Inc.'s cur-
         rently outstanding shares at $17.00 a share.

                   For our $430 million investment, Japonica would re-
         ceive shares in the three public companies in varying percent-
         ages, priced on the same basis used for the valuation to
         Borden, Inc. shareholders (an aggregate of $17.00 per share).
         The allocation of Japonica's investment will be weighted toward
         the units requiring the greatest turnaround.  Japonica would
         also receive warrants to acquire 10% of Borden, Inc. at an
         exercise price of $17.00 per share, i.e., an incentive compa-
         rable to that which was to be provided to RJR Nabisco in the
         agreement in principle relating to its proposed equity infusion
         which was subsequently withdrawn unilaterally by RJR/KKR.

         Continued Control by Borden, Inc. Shareholders

                   Consistent with Japonica's philosophy of responsive-
         ness to the interests of shareholders, Japonica's representa-
         tion on the boards of Borden, Inc. and its constituent compa-
         nies will be in appropriate proportion to its equity ownership
         in each company.  Recommendations for additional directors will
         be actively solicited from shareholders.  Japonica Partners'
         willingness to limit the extent of its control is in response
         to the desire of Borden, Inc.'s shareholders to continue to
         possess the potential to participate in control premiums real-
         ized from a future change in control once the basic shareholder
         values are restored.




         Page 3
         Frank J. Tasco
         November 30, 1994



                   As should be obvious, the bulk of the $2.4 billion
         comes from the recovery opportunities of the three separate
         public companies.  Our relatively modest initial equity in-
         vestment is intended to accommodate what we believe to be cur-
         rent shareholders' desire to share in Borden, Inc.'s recovery.
         While Japonica's ownership is smaller than our historical
         investments, it is a reflection of appropriate financing for
         the 1990's.  Accordingly, we do not anticipate excessively
         leveraging our investment.

         Next Steps

                   We wish to meet with the Board of Directors in New
         York on December 6th after the close of the market.  We are
         making arrangements for appropriate facilities.  At this meet-
         ing, we would be prepared to respond to questions you may have
         as to our proposal.  In order to assure appropriate shareholder
         input at this meeting, we would suggest that representatives of
         your more substantial institutional shareholders be invited to
         participate.

                   We believe that your fiduciary duties as directors
         mandate that you take steps to provide Borden, Inc. sharehold-
         ers with a fair opportunity to select between our proposal and
         the KKR/Lazard proposal.  Toward that end, we would urge you to
         call a special meeting of Borden, Inc. shareholders.  As you
         know, Borden, Inc. shareholders holding 10% of Borden, Inc.'s
         stock have the right under New Jersey law to petition a New
         Jersey court to call a special meeting of shareholders.  The
         ability to call a special meeting is also held by you, indi-
         vidually, as Chairman of the Board, and by Ervin Shames, as
         Chief Executive Officer who abstained from the vote on the KKR/
         Lazard proposal.  If the board would prefer that shareholders
         act independently to call a meeting, we are willing to consider
         providing appropriate assistance to facilitate such a meeting.

                   We are firmly convinced that after you have reviewed
         our proposal and met with us, the board may wish to withdraw
         its recommendation in favor of the KKR-Lazard proposal, and
         allow shareholders to decide between the two transactions in a




         Page 4
         Frank J. Tasco
         November 30, 1994



         non-coercive manner.  We look forward to our discussions and to
         our role in enhancing shareholder value as a proactive white
         knight.

                                            Sincerely,



                                            /s/ JAPONICA PARTNERS
                                            JAPONICA PARTNERS


         cc:  Board of Directors







                   JAPONICA PARTNERS PROPOSAL TO REBUILD BORDEN

                               Proposal Comparison

                                     Japonica           KKR-Lazard
                                 Rebuild Proposal     Buyout Proposal

   Initial Value - Per Share     $17.00               $14.25 Stated Value

                   Total Value   $2.4 Billion         $2.0 Billion

   Premium over KKR-Lazard       19.3%                N.A.

   Strategic Plan                Major Investment     "Control" in 100%
                                 & Rebuilding         Stock Swap & Reportedly
                                                      Break-up

   Medium of Exchange            Cash & Borden        RJR Holdings Stock
                                 Securities

   Equity Ownership              3 Borden Publicly    RJR Holdings with 20%
                                 Traded Companies     of Nabisco Foods Sold

   Participation in Borden       Yes                  None (30% Withdrawn)
   Recovery

   Tax Treatment, Excluding      Predominantly        Taxable
   Cash                          Non-Taxable

   Corporate Governance          No Change of         KKR Control
                                 Control

   Cash Fees & Expenses          Nominal              Approximately $100 to
                                                      $150 Million







                   JAPONICA PARTNERS PROPOSAL TO REBUILD BORDEN

                                Summary Comparison


              Japonica Rebuild Proposal        KKR-Lazard Buyout Proposal

                       $17.00                          $14.25

         A graphic with bar graph, to the      A graphic with bar graph
         left showing, the following text      with one box containing
         in boxes in a column:                 the depiction of what
                                               appears to be a cigarette.

           "Borden Foods          $9.65
            Borden, Inc.          $5.00
            Borden Nutrition      $2.35"


         to the right of this column is
         another column with the following
         text:

           "Cash & Preferred      $17.00"


         Superimposed on these two columns
         is a circle with the depiction of
         what appears to be a lighted
         cigarette in it and a diagonal
         line across the circle.







                    JAPONICA PARTNERS PROPOSAL TO REBUILD BORDEN

                   EPS Estimates - Japonica Plan vs. Management's


         A graphic showing the following data:

                   Management's Plan               Japonica Plan

         1994           $0.38                            
         1995           $0.75                          $1.41
         1996           $0.81                          $2.03
         1997           $1.10                          $2.58
         1998           $1.21                          $2.90