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. 4)
                               ___________________


                                   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. 4 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, Amendment No. 2 filed with the Commission on
         December 2, 1994 and Amendment No. 3 filed with the Commission
         on December 5, 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 5, 1994, letters were sent to the
         Chairman of the Board by Japonica and to the Company's Chief
         Executive Officer by Mr. Kazarian of Japonica.  Similar letters
         may have been sent to other directors.  Among other matters,
         these letters sought to confirm a public meeting Mr. Kazarian
         had called on December 6, 1994.  These letters are included as
         exhibits hereto and are incorporated herein by reference; the
         foregoing description of such letters is qualified in its
         entirety by reference to such exhibits.

                   On December 5, 1994, on behalf of the Board, a letter
         was sent to Japonica after the Company received no response to
         the letter sent to Japonica on December 4, 1994.  In the
         Board's letter, the Board indicated that it had concluded for
         the reasons indicated therein that the November 30 Japonica
         letter did not present an attractive alternative to the
         Whitehall transaction and that Japonica's claims in that letter
         were not realistic or credible.  In its letter, the Board gave
         a number of reasons for its conclusion, based upon its in-depth
         knowledge of Borden, including the Board's analysis of various
         restructuring alternatives over the last 18 months, the
         information Japonica had provided, and consultation with
         Borden's management and the Board's financial and legal
         advisors.  The letter stated that the Board had gone out of its
         way to provide Japonica with an opportunity to address with the
         Board in a businesslike and professional atmosphere the con-
         cerns that led to the Board's conclusions, that Japonica had
         declined to attend two meetings called by Borden, that Japonica
         had not provided written responses to questions raised by the
         Board and that the Board had concluded that Japonica preferred
         to engage in publicity-seeking rather than substantive
         dialogue.  The letter noted that the Board's objective is to
         maximize the value of Borden for its shareholders, and the
         Board will pursue whatever transaction it believes most likely
         to achieve its objective, concluding that if Japonica chose to
         provide the Board with additional information about its pro-
         posal, the Board would review it in light of that objective.
         The Board's letter is included as an exhibit hereto and is
         incorporated 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:





                                       -3-







                   Exhibit 99.84 --    Letter from Japonica Partners to
                                       F.J. Tasco, dated December 5,
                                       1994.

                   Exhibit 99.85 --    Letter from P.B. Kazarian to E.
                                       Shames, dated December 5, 1994.

                   Exhibit 99.86 --    Letter from F.J. Tasco to
                                       Japonica Partners, dated December
                                       5, 1994.










































                                       -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 6, 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 99.84 --                   Letter from Japonica Partners to
                                            F.J. Tasco, dated December 5,
                                            1994.


         Exhibit 99.85 --                   Letter from P.B. Kazarian to E.
                                            Shames, dated December 5, 1994.


         Exhibit 99.86 --                   Letter from F.J. Tasco to
                                            Japonica Partners, dated
                                            December 5, 1994.

                                                           Exhibit 99.84











                        [LETTERHEAD OF JAPONICA PARTNERS] 


                                            December 5, 1994



         VIA FACSIMILE

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

         Dear Mr. Tasco:

         I.   MEETING CONFIRMATION:  To confirm, we will met at 4:45 PM
         on Tuesday, December 6th at the Grand Hyatt New York Hotel (The
         Alvin Room) at Park Avenue at Grand Central Station.

         We respectfully request that you invite major shareholders and
         industry analysts.

         Sound business judgment prevailing, we trust each director will
         be attending this meeting.

         If such time is inconvenient for the directors, please advise
         immediately.

         II.  ADVICE:  Parenthetically, who is advising each Board
         member on whether or not to attend the meeting?  Has anyone
         seeking to assist you in exercising your fiduciary duties ad-
         vised you against obtaining the input of a major constituency
         you represent - the shareholders?  The compensation incentives
         given to all those providing such advice should be considered
         and fully disclosed to shareholders.

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

                                            Respectfully,

                                             /s/ Japonica Partners     

                                            JAPONICA PARTNERS
                                                           Exhibit 99.85





                        [LETTERHEAD OF JAPONICA PARTNERS]





         VIA FACSIMILE

                                            December 5, 1994

         Ervin Shames
         President and CEO
         Borden, Inc.
         180 East Broad Street
         Columbus, OH  43215-3799

         Dear Mr. Shames:

         We would like to reaffirm our November 30th invitation to you
         to attend the December 6th meeting in New York at which
         Japonica Partners will respond to your questions.

         The meeting will be held at 4:45 PM at the Grand Hyatt New York
         Hotel (The Alvin Room), at Park Avenue at Grand Central
         Station.

         We respectfully request that you invite major shareholders and
         industry analysts.

         Sound business judgment prevailing, we trust you will be
         attending this meeting.

         If such time is inconvenient for you, please advise posthaste.

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

                                            Respectfully,

                                            /s/ Paul

                                            Paul B. Kazarian


                                                           Exhibit 99.86




                              [LETTERHEAD OF BORDEN]



                                            December 5, 1994



         Japonica Partners
         30 Kennedy Plaza
         Providence, RI  02903

         Attention:  Mr. Paul Kazarian

         Gentlemen:

         The Borden Board of Directors has concluded for the reasons
         described below that your November 30, 1994 letter does not
         present an attractive alternative to the Whitehall transaction
         and that your claims in that letter are not realistic or
         credible.  

         Based upon our in-depth knowledge of Borden, including our
         analysis of various restructuring alternatives over the last 18
         months, the information you have provided, and after
         consultation with Borden's management and our financial and
         legal advisors, the Board:

                   Does not believe that you could cause Borden's common
                   shares to be worth $17 in the near future.  In this
                   regard, we note that you do not contemplate injecting
                   equity into Borden and that your proposal will
                   increase the Company's fixed charges.  

                   Considers as unrealistic your earnings per share
                   forecasts which for most years are more than double
                   management's estimates. 

                   Considers that your proposed spin-offs would likely
                   entail serious legal issues involving fraudulent
                   conveyance and illegal dividends and believes it is
                   far from clear that the spin-offs can be accomplished
                   on a tax-free basis.  

                   Has serious doubts that you will be able to obtain
                   consents or refinancing for the at least $1.4 billion
                   of debt that would become due as a result of the
                   implementation of your proposal.  In this regard, we
                   note that the Board considers that Borden already has
                   too much debt and that your proposal will further
                   increase the Company's leverage.  





                   Believes that if you had committed financing without
                   material contingencies for the transactions you con-
                   template, you would have provided the Board with some
                   evidence thereof.  

                   Believes that the preferred stock to be exchanged for
                   common stock pursuant to your proposal would require
                   a high dividend rate and other restrictive terms in
                   order to trade at par, causing a further burden to
                   the Company.  

                   Believes that it would take at least six months to
                   implement the transactions contemplated by your pro-
                   posal and possibly longer and notes your proposal
                   does not protect Borden or its shareholders against
                   any possible adverse developments in the interim
                   period.  

         We have gone out of our way to give you the opportunity to
         address with us in a businesslike and professional atmosphere
         the concerns that led to the conclusions set forth above.  You
         have declined to attend two meetings we have scheduled for that
         purpose or to provide written responses to our questions.
         These failures follow your refusal several months ago to accept
         our offer to provide you confidential Borden information on
         customary terms.  We conclude that you have no acceptable
         answers to the fundamental issues we have raised and prefer to
         engage in publicity-seeking rather than substantive dialogue.  

         As we have advised you, our objective is to maximize the value
         of Borden for its shareholders, and we will pursue whatever
         transaction we believe most likely to achieve our objective.
         If you choose to provide us with additional information about
         your proposal, we will review it in light of this objective.

                                  On behalf of the Board of Directors,

                                  /s/ Frank J. Tasco

                                  Frank J. Tasco
                                  Chairman