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. 3)
                               ___________________


                                   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. 3 amends and supplements the Soli-
         citation/Recommendation Statement on Schedule 14D-9 of Borden,
         Inc., a New Jersey corporation, filed with the Securities and
         Exchange Commission (the "Commission") on November 22, 1994, as
         amended by Amendment No. 1 filed with the Commission on
         December 1, 1994 and Amendment No. 2 filed with the Commission
         on December 2, 1994  (as so amended, 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 affil-
         iates, 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 Purchaser in accor-
         dance with the Exchange Offer shall be exchanged for that num-
         ber 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 in the Schedule 14D-9 under
         "Background and Reasons for the Board's Recommendation; Opin-
         ions of Financial Advisors -- Background -- Events Subsequent
         to Announcement of the KKR Transaction" is hereby amended and
         supplemented by adding the following information:




                                       -2-







                   On December 2, 1994, on behalf of the Board, a letter
         was sent to Japonica canceling the meeting scheduled by the
         Board for December 4, 1994 in response to the Japonica November
         30, 1994 Letter.  The meeting was cancelled after the Company
         received no confirmation from Japonica that it would attend the
         scheduled meeting.  The Board's letter is included as an ex-
         hibit hereto and is incorporated herein by this reference; the
         foregoing description of such letter is qualified in its enti-
         rety by reference to such exhibit.  

                   On December 4, 1994, a letter dated December 3, 1994
         was sent to the Company by Japonica.  Among other matters, the
         Japonica letter requested a meeting with the Board on December
         6, 1994.  In its letter, Japonica also stated that it was
         prepared to discuss modifications to its proposal that would
         further enhance shareholder value.  The Japonica letter is
         included as an exhibit hereto and is incorporated herein by
         reference; the foregoing description of such letter is quali-
         fied in its entirety by reference to such exhibit.

                   On December 4, 1994, on behalf of the Board, a letter
         was sent to Japonica responding to Japonica's December 3 let-
         ter.  In the Board's letter, the Board agreed to a meeting on
         December 6, 1994 at Borden's New York office and requested con-
         firmation from Japonica that it would attend the scheduled
         meeting.  The Board's letter also continued to request written
         responses to the questions contained in the Board's December 1
         letter.  The Board's letter also requested that any changes to
         Japonica's proposal be communicated as soon as possible.  The
         Board's letter is included as an exhibit hereto and is incor-
         porated herein by reference; the foregoing description of such
         letter is qualified in its entirety by reference to such
         exhibit.


         Item 9.  Material to be Filed as Exhibits.

                   The list of exhibits in the Schedule 14D-9 is hereby
         amended and supplemented by adding the following exhibits:

                   Exhibit 99.81 --    Letter from F.J. Tasco to P.B.
                                       Kazarian, dated December 2, 1994.

                   Exhibit 99.82 --    Letter from Japonica Partners to
                                       F.J. Tasco, dated December 3,
                                       1994.






                                       -3-







                   Exhibit 99.83 --    Letter from F.J. Tasco to Japo-
                                       nica Partners, dated December 4,
                                       1994 (including December 1, 1994
                                       Tasco letter).
















































                                       -4-







                                    SIGNATURE

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

                                       BORDEN, INC.


         Dated:  December 5, 1994      By: /s/ Allan L. Miller         
                                           Name:  Allan L. Miller 
                                           Title:  Senior Vice President,
                                                   Chief Administrative
                                                   Officer and General
                                                   Counsel




































                                       -5-







                                  EXHIBIT INDEX


         Exhibit                            Description

         Exhibit 99.81 --                   Letter from F.J. Tasco to P.B.
                                            Kazarian, dated December 2,
                                            1994.

         Exhibit 99.82 --                   Letter from Japonica Partners to
                                            F.J. Tasco, dated December 3,
                                            1994.

         Exhibit 99.83 --                   Letter from F.J. Tasco to
                                            Japonica Partners, dated
                                            December 4, 1994 (including
                                            December 1, 1994 Tasco letter).

                                                           Exhibit 99.81











                              [Letterhead of Borden]






                                       December 2, 1994




         Mr. Paul B. Kazarian
         Managing Partner
         Japonica Partners
         30 Kennedy Plaza
         Providence, RI  02903

         Dear Mr. Kazarian:

         We have not received confirmation that your group will attend
         the meeting that our Board of Directors has requested on
         Sunday, December 4, 1994 at 10 A.M.  Allan Miller's telephone
         call to you this afternoon seeking confirmation of the meeting
         has not been returned.  As the business day has ended without
         any response from you, we assume that you are not prepared to
         meet with us when we requested and the Sunday morning meeting
         will be cancelled.  Under these circumstances, we reiterate our
         request that you promptly provide the Board with written
         responses to the questions set forth in the letter sent to you
         yesterday.  These responses can be sent to us in care of Allan
         Miller at our Columbus headquarters.  

         On behalf of the Board of Directors.  

                                       Very truly yours,


                                       /s/Frank J. Tasco


                                       Frank J. Tasco


                                                           Exhibit 99.82








                        [Letterhead of Japonica Partners]




                                            December 3, 1994


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

         Dear Mr. Tasco:

         We have reviewed your letter dated December 1, 1994.  In order
         for us to have a constructive dialogue, and to serve
         shareholders' best interests in a productive and timely manner,
         please note the following points:

              POINT I; MEETING SPECIFICS -- Given the time sensitive
              nature of the situation, it is important that you make
              every effort to facilitate the participation of
              shareholders and industry analysts in this process and
              remain focused on your fundamental duty of maximizing
              shareholder value.

              As indicated in our November 30, 1994 letter, we wish to
              meet with the Board of Directors in New York City on
              December 6th, 1994 after the close of the market.  We have
              made meeting room arrangements for 4:45 p.m. at the Grand
              Hyatt New York Hotel (The Alvin Room), at Park Avenue at
              Grand Central Station.

              POINT II; BOARD ATTENDANCE -- We respectfully suggest that
              all members of the Board should attend the meeting.  At a
              minimum, a majority of directors, including the most
              business knowledgeable directors, should be present.  This
              includes yourself (Former Chairman & CEO of Marsh &
              McLennan Companies), Mr. Ervin Shames, CEO of Borden, Mr.
              Robert Luciano, Chairman & CEO of Schering-Plough
              Corporation and Mr. H. Barclay Morley, Former Chairman &
              CEO of Stauffer Chemical Company.  We are willing to
              reschedule the meeting to facilitate full Board
              participation.







              Having only one director from a non-profit organization
              may create the appearance that your advisors are seeking
              to keep control away from the Board.  Given reported
              concerns regarding your advisors' possible conflicting
              interests, any perception of impropriety, in our view,
              should be avoided.

              POINT III; MAJOR SHAREHOLDER AND INDUSTRY ANALYST
              REPRESENTATION -- We respectfully recommend that you
              expeditiously invite representatives of Borden's major
              shareholders and industry analysts to attend the meeting.

              POINT IV; ADDRESSING ISSUES -- The issues raised in your
              letter will be addressed at the meeting, although certain
              statements in your letter need clarification.

              POINT V; IMPROVED PROPOSAL -- At the meeting, we will be
              prepared to discuss modifications to our proposal that
              would further enhance shareholder value.

         We look forward to maximizing Borden's shareholder value as a
         proactive white knight.  Our proposal is made pursuant to your
         request.

                                            Best Regards,


                                            /s/ Japonica Partners
                                            JAPONICA PARTNERS


         cc:  Borden Board of Directors


                                                           Exhibit 99.83





                               [Letterhead of Borden]


                                            December 4, 1994
         Japonica Partners
         30 Kennedy Plaza
         Providence, Rhode Island 02903
         Attention: Paul B. Kazarian


         Gentlemen:

         We will meet with you at the time you suggested in your last
         letter: 4:45 pm Tuesday, December 6, 1994, at Borden's New York
         offices, 277 Park Avenue, 40th floor.  The purpose of this
         meeting, as I indicated on December 1, is to ascertain the facts
         we need to consider your November 30 letter.  Although you are
         welcome to bring representatives of your financing sources, if
         any, we do not expect others to attend the meeting.  

         Your December 3 letter which we received this morning indicates
         that you require clarification of certain statements contained in
         our December 1 letter (a copy of which is attached).  We believe
         that the questions we raised are fundamental and straight
         forward.  However, please advise us as soon as possible of any
         specific matters that need to be clarified.  It would be
         productive to have written responses to the questions raised in
         our December 1 letter prior to our December 6 meeting.  Frankly,
         given the claims made in your letter of November 30, the amount
         of time you have spent on this matter and the timetable of the
         Whitehall offer, we are surprised that you did not have readily
         available the answers to the questions we raised on December 1,
         and that you did not take advantage of our offer to meet today.

         We are surprised by the suggestion in your December 3 letter that
         there may be modifications to your November 30 proposal.  Why
         wouldn't you have presented your best proposal on November 30?
         Any changes to your proposal should be communicated to us as soon
         as possible.

         We look forward to meeting with you on Tuesday.  Please confirm
         with Allan Miller at our Columbus headquarters by 4:00 pm on
         Monday that you will attend the meeting so that the necessary
         travel arrangements can be made; if we do not hear from you prior
         to 4:00 pm on Monday, we will assume that you do not wish to meet
         with us. 

                                  On behalf of the Board of Directors,

                                  /s/ Frank J. Tasco

                                  Frank J. Tasco
                                  Chairman









                           [LETTERHEAD OF BORDEN, INC.]


                                  December 1, 1994

         Mr. Paul B. Kazarian
         Managing Partner
         Japonica Partners
         30 Kennedy Plaza
         Providence, Rhode Island 02903

         Dear Mr. Kazarian:

         The Board of Directors of Borden, Inc. has reviewed your letter
         dated November 30, 1994.  As I am sure you appreciate, your
         letter is silent on many important details, given the complex
         nature of the transactions you describe.  As we have advised
         you previously, our objective is to maximize the value of
         Borden for its shareholders and to do so we will pursue
         whatever transaction we believe most likely to achieve our
         objective.

         In view of the time factors involved in the Whitehall
         transaction and your proposal, we request that you meet with
         the Board's representatives at 10:00 AM on Sunday, December 4,
         1994, at Wachtell, Lipton, Rosen & Katz's offices, at 51 West
         52nd Street, 28th floor.  Dr. Wilbert J. LeMelle, one of our
         independent directors, will chair the meeting on our behalf.
         The purpose of the meeting will be to obtain detailed
         information about your plans in order to assist the Board in
         its consideration of your proposal.

         In light of the complexity of your proposal, and to make the
         meeting productive, you should provide us with detailed
         information as to the following:

                   .    What would happen in the near future to cause
                        all of Borden's shares to be worth $17 under
                        your plan, especially since you do not seem to
                        contemplate injecting new equity into the
                        Company and the Borden common stock will be
                        further burdened by the fixed charges of the
                        preferred stock you propose to issue;

                   .    The basis for and assumptions underlying the
                        earnings per share forecasts of your plan,
                        which, notwithstanding preferred stock charges,
                        are at levels more than double earnings
                        estimates by Borden's management;









                   .    How you would deal with the legal issues of
                        fraudulent conveyance and illegal dividend
                        payments in connection with the spin-offs your
                        proposal entails;

                   .    How you would handle Borden's approximately $2.4
                        billion of outstanding indebtedness, more than
                        half of which would become prepayable as a
                        result of the split up of the Company you
                        propose;

                   .    The sources of your financing and any material
                        contingencies with respect thereto;

                   .    The dividend rate and other terms (assuming
                        current market conditions) that you think would
                        be necessary to cause the preferred stock you
                        would issue to trade at par; and 

                   .    The time period you think necessary to implement
                        the contemplated transactions (including
                        obtaining assurances as to the tax free status
                        thereof) and how you would propose to protect
                        Borden shareholders against possible adverse
                        developments in the interim period.

         The foregoing questions are not intended to limit the
         discussion at the meeting but merely to give you guidance in
         preparing for the meeting.  You are, of course, invited to
         present whatever other information you wish.

         We would like to proceed as expeditiously as practicable given
         the nature of the task before us, and we have scheduled the
         meeting accordingly.  We look forward to receiving promptly
         your confirmation that we will meet on Sunday.  Please contact
         Allan Miller at our Columbus office in this regard.  If Sunday
         is not convenient for you, please advise us promptly and we
         will make every effort to schedule something more convenient.
         If you cannot meet on Sunday, we request that you provide us
         with a written response to our questions on or before Sunday.

                                  On behalf of the Board of Directors,

                                  /s/ Frank J. Tasco

                                  Frank J. Tasco
                                  Chairman