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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 5)
                              -------------------
                             TENDER OFFER STATEMENT
                          PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                              -------------------
                                  BORDEN, INC.
                           (Name of Subject Company)
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                            BORDEN ACQUISITION CORP.
                           WHITEHALL ASSOCIATES, L.P.
                             KKR PARTNERS II, L.P.
                                   (Bidders)
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                    COMMON STOCK, PAR VALUE $.625 PER SHARE
                         (Title of Class of Securities)
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                                   099599102
                     (CUSIP Number of Class of Securities)
                              -------------------
                                HENRY R. KRAVIS
                         KOHLBERG KRAVIS ROBERTS & CO.
                         9 WEST 57TH STREET, SUITE 4200
                            NEW YORK, NEW YORK 10019
                                 (212) 750-8300
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)
                              -------------------
                                    COPY TO:
                             CHARLES I. COGUT, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 455-2000
 
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    This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on November 22, 1994 (as amended from time to time, the
"Schedule 14D-1") relating to the offer by Borden Acquisition Corp., a New
Jersey corporation (the "Purchaser"), a subsidiary of Whitehall Associates, L.P.
(the "Partnership"), an affiliate of Kohlberg Kravis Roberts & Co., L.P.
("KKR"), upon the terms and subject to the conditions set forth in the Offering
Circular/Prospectus dated November 22, 1994 (the "Offering
Circular/Prospectus"), as supplemented by the Offering Circular/Prospectus
Supplement, dated December 7, 1994 (the "Offering Circular/Prospectus
Supplement"), and in the related Letter of Transmittal (collectively, the
"Exchange Offer"), to exchange shares of common stock, par value $.01 per share
(the "Holdings Common Stock"), of RJR Nabisco Holdings Corp., a Delaware
corporation ("Holdings"), owned by the Purchaser or its affiliates for all
outstanding shares (the "Borden Shares") of common stock, par value $.625 per
share (collectively, the "Borden Common Stock"), and the associated Preferred
Stock Purchase Rights (the "Rights"), of Borden, Inc., a New Jersey corporation
("Borden"), not already owned by the Purchaser or its affiliates. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to them in the Offering Circular/Prospectus or in
the Offering Circular/Prospectus Supplement.
 
ITEM 10. ADDITIONAL INFORMATION
 
    Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
 
    On December 14, 1994, KKR issued a press release, a copy of which is
attached hereto as Exhibit 11(a)(11) and incorporated herein by reference.
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
11(a)(11)   Press release issued by KKR on December 14, 1994.
 
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                                   SIGNATURE
 
    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
 
                                          BORDEN ACQUISITION CORP.
 
                                          By:         /s/ SCOTT M. STUART
                                              ..................................
                                            Name: Scott M. Stuart
                                             Title: Vice President
 
                                          WHITEHALL ASSOCIATES, L.P.
 
                                          By: KKR Associates, a limited
                                               partnership, its General Partner
 
                                          By:         /s/ HENRY R. KRAVIS
                                              ..................................
                                            Name: Henry R. Kravis
                                             Title: General Partner
 
                                          KKR PARTNERS II, L.P.
 
                                          By: KKR Associates, a limited
                                              partnership, its General Partner
 
                                          By:         /s/ HENRY R. KRAVIS
                                              ..................................
 
                                            Name: Henry R. Kravis
                                             Title: General Partner
 
Date: December 14, 1994
 
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                                 EXHIBIT INDEX
 
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- --------------------------------------------------------------------------- ---- 11(a)(11) Press release issued by KKR on December 14, 1994...........................
                                                             Exhibit 11(a)(11)

Contact:

For KKR
Ruth Pachman/Dawn Dover/Josh Pekarsky
Kekst and Company
(212) 593-2655


                                                   For Immediate Release
                                                  --------------------------

                           BORDEN RECEIVES BANK COMMITMENTS
                         IN CONNECTION WITH KKR EXCHANGE OFFER


NEW YORK, NY, December 14, 1994, - Kohlberg Kravis Roberts & Co. announced today
that Borden, Inc. (NYSE:BN) and T.M. Investors Limited Partnership, a
partnership which includes certain Borden affiliates, have received commitments
for $2.075 billion in credit facilities.  The commitments are in connection 
with the pending exchange offer by Borden Acquisition Corp., a KKR affiliate,
for all of Borden's outstanding common stock.  The availability of the credit
facilities is expressly conditioned on the successful completion of the KKR
exchange offer. 

The credit facilities will be used to refinance existing debt and for Borden's
general corporate and working capital purposes.  None of the proceeds of the 
credit facilities will be used to fund the acquisition of Borden shares in the 
exchange offer or in any merger between Borden and a KKR affiliate.  The receipt
of commitments to refinance Borden's and the TMI partnership's existing debt
on acceptable terms is a condition to the consummation of the exchange offer.

A KKR spokesperson said that KKR expects to be in a position to consummate its
exchange offer for all outstanding Borden shares on December 20, 1994.