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. 5)
                               ___________________


                                   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. 5 amends and supplements the Soli-
         citation/Recommendation Statement on Schedule 14D-9 of Borden,
         Inc., a New Jersey corporation (the "Company"), 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, Amendment No. 3 filed with the
         Commission on December 5, 1994 and Amendment No. 4 filed with
         the Commission on December 6, 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 of the Company's common stock, par value
         $.625 per share (the "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, as amended and supplemented by the Supplement 
         to the Offering Circular/Prospectus, dated December 7, 1994, and 
         the related Letter of Transmittal.
         Under the terms of the Exchange Offer, each Share accepted by
         the Purchaser 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; and provided, further,
         that, unless the Exchange Offer is extended past 12:00
         Midnight, New York City time, on Friday, January 20, 1995, the
         Exchange Ratio shall be 2.29146.  

                   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 3.  Identity and Background.





                                       -2-







                   (b)(2) The description in the Schedule 14D-9 under
         "The Merger Agreement" is hereby amended and supplemented by
         adding the following information:

                   In connection with an agreement-in-principle to
         settle the various legal proceedings pending in New Jersey
         state court, Ohio state court and in the United States District
         Court for the Southern District of New York against the
         Company, KKR and their respective directors, executive officers
         and related parties described under Item 8(b) in the Schedule
         14D-9 (Certain Legal Proceedings) and herein (the "Proposed
         Settlement"), the Company, the Partnership and the Purchaser
         entered into the Second Amendment to the Merger Agreement,
         dated as of December 6, 1994 (the "Second Amendment").  As
         amended by the Second Amendment, the Merger Agreement provides
         that the Exchange Ratio will mean 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
         Holdings Common Stock as reported on 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 Offer; provided that the Exchange
         Ratio shall not be less than 1.78125 or greater than 2.375; and
         provided, further, that, unless the Exchange Offer is extended
         past 12:00 Midnight, New York City time, on Friday, January 20,
         1995, the Exchange Ratio shall be 2.29146.  For purposes of the
         Exchange Offer, a full trading day is a day on which the NYSE
         is open for trading and does not close prior to its scheduled
         closing time for such day.

                   Accordingly, unless the Exchange Offer is extended
         past 12:00 Midnight, New York City time, on Friday, January 20,
         1995, each Share accepted by the Purchaser in accordance with
         the Exchange Offer shall be exchanged for 2.29146 fully paid
         and nonassessable shares of Holdings Common Stock.  Such
         Exchange Ratio is 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 NYSE Composite Tape on each of
         the ten full consecutive trading days ending on and including
         December 6, 1994.  The value of 2.29146 shares of Holdings
         Common Stock may be more or less than $14.25 at any given time.  

                   In connection with the change to the term Exchange
         Ratio discussed above, technical changes have also been made to
         the Merger Agreement in the Second Amendment to clarify that
         during the period that the Exchange Ratio is fixed at 2.29146
         shares, certain calculations contained in the Merger Agreement
         based on the average of the average high and low sales prices
         of Holdings Common Stock shall not be given effect.  Reference


                                       -3-







         is made to the Second Amendment for the complete text of such
         changes.

                   The foregoing description of the Second Amendment
         should be read together with the Merger Agreement.  The Second
         Amendment is filed as an exhibit hereto and is incorporated
         herein  by reference; the foregoing description is qualified in
         its entirety by reference to such exhibit.


         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:

                   At the Board of Directors meeting held on December 5,
         1994, the Board approved, subject to reaching a satisfactory
         agreement-in-principle, the form of the Second Amendment and
         the proposed settlement of the various legal proceedings
         pending in New Jersey state court, Ohio state court and in the
         United States District Court for the Southern District of New
         York against the Company, KKR and their respective directors,
         executive officers and related parties described under Item
         8(b) in the Schedule 14D-9 (Certain Legal Proceedings) and
         herein.  On December 6, 1994, an agreement-in-principle was
         reached with respect to the Proposed Settlement and the Second
         Amendment was entered into as of that date.

                   On December 6, 1994, Japonica held its public meeting
         which the Company did not attend.  Following the meeting,
         Japonica released a letter addressed to the Company to the
         press which submitted several modifications to the proposal set
         forth in the Japonica November 30 letter.  The Japonica
         December 6 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.

                   The Board has not yet reviewed Japonica's December 6,
         1994 letter.  The Japonica letter does not address in
         meaningful detail the fundamental questions raised by the Board
         in its December 1 letter.  Reports of Japonica's December 6
         meeting suggest that these issues were not discussed in
         meaningful detail at such meeting.  The Japonica December 6
         letter also states that Japonica will require double the number
         of warrants contained in its November 30 letter and 40% of the
         fees approved in connection with the Whitehall transaction,


                                       -4-







         while in its November 30 letter Japonica said that its proposed
         transaction would have nominal fees.  In addition, Japonica has
         not provided the Company with any additional evidence of
         financing sources or additional information with respect to the
         legal and tax issues involved in the spin-offs proposed by
         Japonica.  The Board will review the Japonica letter and any
         additional information provided by Japonica.


         Item 8.  Additional Information to be Furnished.

                   (b)  The description under "Certain Legal
         Proceedings" is hereby amended and supplemented by adding the
         following information:

                   As previously disclosed, on November 30, 1994, a
         putative class action captioned Petersen, et al. v. Borden,
         Inc., et al., Case No. 94 CIV 8648, was filed by purported
         shareholders of the Company in the United States District Court
         for the Southern District of New York against the Company,
         members of the Company's board of directors, Holdings, members
         of Holdings' board of directors, KKR, certain partners and
         executives of KKR, and the Company's financial advisors, Lazard
         Freres and First Boston.  The complaint alleges, among other
         things, (1) violations of Sections 14(e) and 20(a) of the
         Exchange Act by the Company, KKR and the Company's board of
         directors; (2) violations of Section 11 of the Securities Act
         by Lazard Freres, First Boston and certain officers and
         directors of Holdings and partners and executives of KKR; and
         (3) breach of fiduciary duty by the Company and the Company's
         board of directors, which breach of fiduciary duty allegedly
         was aided and abetted by KKR.  The complaint seeks equitable
         relief, including, among other things, a preliminary injunction
         and declaratory relief, as well as money damages.

                   On December 6, 1994, the parties to the various legal
         proceedings pending in New Jersey state court, Ohio state court
         and in the United States District Court for the Southern Dis-
         trict of New York against the Company, KKR and their respective
         directors, executive officers and related parties agreed to the
         Proposed Settlement pursuant to which all such legal
         proceedings will be dismissed with prejudice.  The Proposed
         Settlement will be subject to certain conditions, including,
         among other things, court approval and certain other matters
         described herein.  In addition, in connection with the Proposed
         Settlement, plaintiffs will seek court approval for
         reimbursement of their attorneys' fees and expenses in an ag-
         gregate amount of not more than $3.2 million.




                                       -5-







                   In connection with the Proposed Settlement, the
         Merger Agreement has been amended as described under Item
         3(b)(2) in the Schedule 14D-9, as amended.

                   In connection with the Proposed Settlement, the
         Partnership will commit to exercise its Option to acquire all
         of the 28,138,000 Shares subject to the Option but not
         previously purchased upon the exercise thereof if the Purchaser
         or the Partnership or a direct or indirect wholly owned sub-
         sidiary of the Partnership acquires more than 41% of the Shares
         in accordance with the terms and conditions of the Exchange
         Offer.  If the Option is exercised and the shares of Holdings
         Common Stock received by the Company in connection with such
         exercise are sold or otherwise monetized by the Company, there
         can be no assurance as to the proceeds which the Company would
         receive upon such sale or other monetization.  

                   In addition, under the Proposed Settlement, (i)
         certain disclosure has been included in the Supplement to the
         Offering Circular/Prospectus as requested by the plaintiffs'
         attorneys and (ii) the parties would agree that the plaintiffs'
         attorneys have been afforded an opportunity to meet with, and
         have met with, Lazard Freres and First Boston to make full and
         unrestricted inquiries regarding the financing of the
         Transaction and the nature of the expressions of interest
         regarding the sale of Borden, including communications received
         from Japonica Partners described herein.  Such meeting occurred
         on December 5, 1993.  In addition, the Proposed Settlement is
         fully contingent on the Purchaser consummating the Exchange
         Offer.

                    In connection with the Proposed Settlement, the
         Partnership will commit that, if Shares are acquired pursuant
         to the Exchange Offer, the Partnership will cause, for so long
         as KKR and its affiliates retain majority voting control of the
         Company, at least two independent directors unaffiliated with
         KKR, the Common Stock Partnerships or the Company to be elected
         to the board of directors of the Company until the Merger is
         consummated.


         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 99.87 --    Second Amendment to the Merger
                                       Agreement, dated as of December
                                       6, 1994.



                                       -6-







                   Exhibit 99.88 --    Joint Press Release dated
                                       December 7, 1994.

                   Exhibit 99.89 --    Letter from Japonica Partners to
                                       F.J. Tasco, dated December 6,
                                       1994.














































                                       -7-







                                    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 7, 1994      By: /s/ Allan L. Miller         
                                           Name:  Allan L. Miller 
                                           Title:  Senior Vice President,
                                                   Chief Administrative
                                                   Officer and General
                                                   Counsel




































                                       -8-







                                  EXHIBIT INDEX


         Exhibit                            Description


         Exhibit 99.87 --                   Second Amendment to the Merger
                                            Agreement, dated as of December
                                            6, 1994.

         Exhibit 99.88 --                   Joint Press Release dated
                                            December 7, 1994.

         Exhibit 99.89 --                   Letter from Japonica Partners to
                                            F.J. Tasco, dated December 6,
                                            1994.




                                           Exhibit 99.87



                                 SECOND AMENDMENT


                   SECOND AMENDMENT, dated as of December 6, 1994 (this
         "Second Amendment"), among BORDEN ACQUISITION CORP., a New
         Jersey corporation ("Purchaser"), WHITEHALL ASSOCIATES, L.P., a
         Delaware limited partnership ("Parent"), and BORDEN, INC., a
         New Jersey corporation (the "Company"), to the Agreement and
         Plan of Merger, dated as of September 23, 1994, as amended by
         the Amendment thereto dated as of November 15, 1994 (the
         "Agreement"), among Purchaser, Parent and the Company.

                   1.  Amendment to Section 1.1.  Subsection 1.1(a) of
         the Agreement is hereby amended by deleting the third sentence
         thereof in its entirety and inserting in lieu thereof the
         following:

                   "The `Exchange Ratio' shall mean 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 Holdings Common Stock as reported
              on the New York Stock Exchange 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 Offer (the `Valuation Period'); provided
              that the Exchange Ratio shall not be less than 1.78125 or
              greater than 2.375; and provided, further, that, unless
              the Offer is extended past 12:00 Midnight, New York City
              time, on Friday, January 20, 1995, the Exchange Ratio
              shall be 2.29146.  For purposes of the preceding sentence,
              a full trading day is a day on which the NYSE is open for
              trading and does not close prior to its scheduled closing
              time for such day)."

                   2.  Amendment to Section 1.2.  Subsection 1.2(b) of
         the Agreement is hereby amended by deleting the second sentence
         thereof in its entirety and inserting in lieu thereof the
         following:

                   "The Company further agrees, subject to clause (iii)
              of the proviso to the first sentence in Section 5.3, not
              to change the Recommendations unless (i) the second pro-
              viso in the definition of Exchange Ratio is not applicable
              and (ii) the average of the average of the high and the
              low sales prices of the Holdings Common Stock as reported
              on the New York Stock Exchange Composite Tape for the
              Valuation Period is less than the price per share that
              would yield an Exchange Ratio of 2.375 or less without
              giving effect to the first proviso in the definition of
              Exchange Ratio."







                   3.  Amendment to Section 8.3.  Subsection 8.3(b) of
         the Agreement is hereby amended by deleting clause (ii) thereof
         in its entirety and inserting in lieu thereof the following:

                   "(ii) prior to the purchase of Shares pursuant to the
              Offer, this Agreement is terminated pursuant to Section
              7.1(d) (other than solely in the event that 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 Composite Tape for the Valuation Period is less
              than the price per share that would yield an Exchange
              Ratio of 2.375 or less without giving effect to the first
              proviso in the definition of Exchange Ratio, provided that
              this exclusion shall not be given effect so long as the
              second proviso in the definition of Exchange Ratio is
              applicable); or"

                   4.  Authorization; Effectiveness.  (a)  This Second
         Amendment has been duly executed and delivered by each party
         hereto and constitutes a valid and binding obligation of each
         such party, enforceable against such party in accordance with
         its terms subject to the effects of bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights gen-
         erally, general equitable principles (whether considered in a
         proceeding in equity or at law) and an implied covenant of good
         faith and fair dealing.

                   (b)  This Second Amendment shall become effective
         upon execution and delivery by the parties hereto.  Except as
         expressly amended hereby, the provisions of the Agreement are
         and shall remain in full force and effect.

                   5.  Governing Law.  This Second Amendment shall be
         governed by and construed in accordance with the laws of the
         State of New Jersey, regardless of the laws that might other-
         wise govern under applicable principles of conflicts of laws
         thereof.

                   6.  Counterparts.  This Second Amendment may be ex-
         ecuted in two or more counterparts, each of which shall be
         deemed to be an original, but all of which shall constitute one
         and the same agreement.



                         [Continued on subsequent page.]





                                       -2-







                   IN WITNESS WHEREOF, each of the parties has caused
         this Second Amendment to be executed on its behalf by its of-
         ficers thereunto duly authorized, all as of the day and year
         first above written.

                                       WHITEHALL ASSOCIATES, L.P.

                                       By:  KKR Associates, a limited
                                            partnership, its General
                                            Partner


                                       By:                              
                                          Title:  General Partner

                                       BORDEN ACQUISITION CORP.


                                       By:                              
                                          Name:  Clifton S. Robbins
                                          Title: President

                                       BORDEN, INC.


                                       By:                              
                                          Name:  Allan L. Miller
                                          Title: Senior Vice President,
                                                 Chief Administrative
                                                 Officer and General
                                                 Counsel





















                                       -3-




                                             Exhibit 99.88


                        [LETTERHEAD OF JAPONICA PARTNERS]





                                       December 6, 1994




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

         Dear Mr. Tasco:

                   Despite your refusal to obtain first-hand responses
         to questions you have raised and despite your unwillingness to
         thereby avail yourself of the opportunity to follow-on
         discussions, we are submitting the following modifications to
         our proposal.  We believe these modifications both increase the
         attractiveness of the proposal to Borden shareholders and
         satisfy points that you have raised.

                   We remain willing to address any concerns in a fair
         and open forum.  You shouldn't be reluctant to obtain
         information that could substantially enhance shareholder value,
         nor should you allow your advisors to ask and answer their own
         questions without challenge.  Such actions are inconsistent
         with shareholder democracy and the inclusive process by which
         corporations should be governed.

                   Pursuant to your request for written information on
         Japonica's proposed Plan improvements to its November 30th
         proposal, please accept the following:

                   Point One:  Increase our Investment in Borden to $660
         million.  We will inject an additional $230 million cash into
         Borden to relieve the current concerns regarding the Company's
         financial profile at the $17.00 per share market valuation.
         The $230 million additional Japonica investment will be on
         terms that should have a positive impact on the Company's
         credit rating.  We anticipate this will be in the form of
         convertible securities with a market rate (which we believe to
         be approximately 6 percent for preferred stock) convertible
         into common equity at a premium of approximately 20 percent to
         the underlying common stock, and with the Borden common stock
         trading at $13.625, a 20 percent premium equals almost $17 per
         share.





                   The Convertible Securities will be in the form of
         Pay-in-Kind ("PIK") preferred stock but the Company will have
         the option to exchange the preferred shares for debt depending
         on its tax position.  Because of the PIK provision, the Company
         will not be obliged to pay cash dividends or interest but could
         if it wishes make the payments in securities at a 10 percent
         coupon rate.

                   Point Two:  $430 million Stock Purchase Via Tender
         Offer.  The $430 million stock purchased for $17.00 per share
         contemplated by our original proposal would be made by Japonica
         directly either in the open market or via a tender offer at the
         Company's option.

                   This should result in substantial improvement in
         timing in the execution of the proposal and should alleviate
         expressed concerns about the share repurchase.

                   Point Three:  Eliminate the Preferred to be Exchanged
         for Common.  The $230 million of preferred stock to be
         exchanged for common was eliminated to remove any obstacles the
         Company's advisors may have in connection with the Japonica
         Proposal and to eliminate any concerns over trading values,
         additional fixed charges, or increased debt levels.  

                   The proceeds of our increased investment could be
         available for corporate purposes or securities repurchases as
         the situation merits.

                   Point Four:  Change in Board Composition.  In
         connection with this increased investment, we would be willing
         to allow all the current Board members to withdraw and be
         replaced by directors to be designated by major institutional
         shareholders.  Our assumption is that all directors will wish
         to withdraw.  Japonica would have board representation equal to
         its economic investment.

                   Point Five:  Other.  Given our increased investment,
         we are required to increase the level of $17.00 warrants to 20
         percent.  Also, the revised structure will require transaction
         fees of approximately 40 percent of the fees approved in
         connection with the KKR offer.

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

                                       Respectfully,


                                       /s/ Japonica Partners

                                       JAPONICA PARTNERS




                                           Exhibit 99.89



         Contact:

         For Borden:                   For KKR:
         Jim Fingeroth/Fred Spar       Ruth Pachman/Dawn Dover/
         Kekst and Company             Josh Pekarsky
         (212) 593-2655                Kekst and Company
         Nick Iammartino               (212) 593-2655
         Borden Inc.
         (614) 225-4485


                                       For Immediate Release

              Exchange Ratio Set in KKR Offer for Borden Shares and
                     KKR and Borden Settle Shareholder Suits


         NEW YORK, NY and COLUMBUS, OHIO, December 7, 1994 -- Kohlberg
         Kravis Roberts & Co. and Borden, Inc. (NYSE:BN) announced today
         that, in connection with the exchange offer for all outstanding
         Borden shares by KKR's affiliate, Borden Acquisition Corp., and
         subject to the terms of the merger agreement among Borden,
         Borden Acquisition and Whitehall Associates, L.P. and the
         exchange offer, the number of shares of RJR Nabisco Holdings
         Corp. (NYSE:RN) common stock to be exchanged in the exchange
         offer for each share of Borden common stock will be 2.29146.

         The two companies also announced that they have reached an
         agreement-in-principle to settle the various lawsuits pending
         against them in New Jersey and Ohio state courts, and in the
         United States District Court for the Southern District of New
         York.  The proposed settlement will provide for the dismissal
         with prejudice of various federal and state law claims raised
         in these lawsuits, including allegations that Borden did not
         act fairly with respect to Japonica Partners' proposals for
         Borden, as well as other claims with respect to alleged
         breaches of fiduciary duties and alleged federal securities law
         violations.

         In connection with the agreement-in-principle to settle the
         lawsuits, Borden, Borden Acquisition and Whitehall Associates
         have amended their merger agreement to fix the exchange ratio.
         Pursuant to this amendment, if for any reason the exchange
         offer is extended past 12:00 midnight, New York City time, on
         Tuesday, December 20, 1994, the exchange ratio will continue to
         be fixed at 2.29146 shares of RJR Nabisco Holdings common stock
         for each shares of Borden common stock during any portion of
         the following twenty business days that the offer remains open.
         A KKR spokesperson said that KKR expects to be in a position to



                                       -1-







         consummate the exchange offer on December 20, 1994, although no
         assurance can be given that the offer will not be extended.

         Pursuant to the agreement-in-principle to settle the lawsuits,
         Whitehall Associates will commit to exercise its option to
         acquire 28,138,000 shares of Borden common stock in exchange
         for shares of RJR Nabisco valued at approximately $11 per share
         if Whitehall or its subsidiary acquires more than 41% of the
         Borden shares pursuant to the exchange offer.  Previously,
         Whitehall had committed to exercise the option if it acquired
         more than 41% (but not more than 50%) of the Borden shares in
         the exchange offer, although Whitehall could have chosen to
         exercise the option if it had received more than 50% of the
         Borden shares in the offer.  The expanded commitment is
         expected to provide a needed equity infusion in Borden,
         assuming that the exchange offer is completed.

         Under the agreement-in-principle, Whitehall also would commit
         to cause Borden's board of directors to continue to have at
         least two independent directors until a merger of Borden and a
         KKR affiliate is completed.  A KKR spokesperson said that KKR
         would attempt to consummate a merger as soon as practicable
         following the consummation of the exchange offer.

         This announcement is neither an offer to exchange nor a so-
         licitation of an offer to exchange any securities.  The ex-
         change offer is being made solely by the Offering Circular/
         Prospectus and the related Letter of Transmittal.  The exchange
         offer is not being made to (nor will tenders be accepted from
         or on behalf of) holders of securities in any jurisdiction in
         which the making of the exchange offer or the acceptance
         thereof would not be in compliance with the laws of such
         jurisdiction.  In any jurisdiction where the securities, blue
         sky or other laws require the exchange offer to be made by a
         licensed broker or dealer, the exchange offer shall be deemed
         to be made on behalf of Borden Acquisition by Morgan Stanley &
         Co. Incorporated, the Dealer Manager for the exchange offer, or
         one or more registered brokers or dealers that are licensed
         under the laws of such jurisdiction.

                                      # # #











                                       -2-