UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                     SCHEDULE 13D


                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 4)*

                                     Borden, Inc.

                                   (Name of Issuer)

                       Common Stock, par value $.625 per share
                            (Title of Class of Securities)

                                     09959 3 10 2
                                    (CUSIP Number)

       Henry R. Kravis, KKR Associates, Whitehall Associates, L.P. c/o Kohlberg
                                 Kravis Roberts & Co.
               9 West 57th Street, New York, N.Y. 10019 (212) 750-8300

     (Name, Address and Telephone Number of Person Authorized to Receive Notices
                                 and Communications)

                                  December 19, 1994
               (Date of Event which Requires Filing of this Statement)

     If the filing  person has previously filed  a statement on Schedule  13G to
     report the acquisition  which is the subject  of this Schedule 13D,  and is
     filing  this  schedule  because  of  Rule  13d-1(b)(3)  or  (4), check  the
     following box  / /.

     Check the following box if a fee is being paid with the statement / /.   (A
     fee  is  not required  only if  the  reporting person:  (1) has  a previous
     statement on file reporting beneficial ownership of more than five  percent
     of the  class of  securities  described in  Item 1;  and (2)  has filed  no
     amendment subsequent thereto reporting beneficial ownership of five percent
     or less of such class.)  (See Rule 13d-7.)

     Note:   Six copies  of this  statement, including  all exhibits, should  be
     filed with  the Commission.   See Rule 13d-1(a)  for other parties  to whom
     copies are to be sent.

     *The remainder  of this  cover page  shall be  filled out  for a  reporting
     person's initial  filing on this form with respect  to the subject class of
     securities, and for  any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The information required on  the remainder of this cover page  shall not be
     deemed to  be  "filed" for  the purpose  of Section  18  of the  Securities
     Exchange Act of  1934 ("Act")  or otherwise subject  to the liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).

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               The Statement on Schedule 13D of the persons named on the 

     cover page hereof filed on October 3, 1994, as amended (the "Schedule"), 

     is hereby amended and supplemented as follows (capitalized terms used

     but not defined herein shall have the meanings assigned to such

     terms in the Schedule):

     Item 3.  Source and Amount of Funds or Other Consideration.
              -------------------------------------------------

               On December 19, 1994, Sub notified the Issuer that,

     conditional upon the consummation of the Offer, Whitehall

     Associates, on behalf of itself and as agent for KKR Partners II,

     L.P., was exercising the Option in full.  Pursuant to such

     notice, no shares will be acquired pursuant to the Option if the

     Offer is not consummated.  The conditional exercise of the Option

     is consistent with the undertaking by Sub, in connection with the

     previously disclosed settlement of certain litigation relating to the

     Offer, to exercise the Option in full if at least 41% of the outstanding 
 
     shares of Borden Common Stock were acquired in the Offer.  A copy of the 

     notice of exercise is attached hereto as Exhibit 9 and incorporated 

     herein by reference.  The foregoing description is qualified in its

     entirety by such reference.

     Item 4.  Purpose of Transaction.
              ----------------------

               The information set forth in response to Item 3

     in this Amendment to the Schedule is incorporated herein by

     reference.

     Item 7.  Material to be Filed as Exhibits.
              --------------------------------

          9   Letter dated December 19, 1994 from Sub to Issuer with
              respect to exercise of the Option.






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                                      SIGNATURE


                    After reasonable 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.


                                   KKR ASSOCIATES

                                   By:/s/ Henry R. Kravis    
                                      -----------------------
                                      Name:  Henry R. Kravis
                                      Title:  General Partner


                                   WHITEHALL ASSOCIATES, L.P.
                                   By KKR Associates
                                   General Partner


                                   By:/s/ Henry R. Kravis    
                                      -----------------------
                                      Name:  Henry R. Kravis
                                      Title:  General Partner


                                   BORDEN ACQUISITION CORP.


                                   By:/s/ Scott M. Stuart    
                                      -----------------------
                                      Name:  Scott M. Stuart
                                      Title:  Vice President





          Dated:  December 20, 1994





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                                  INDEX TO EXHIBITS


       Exhibit Number           Description of Exhibits

            9.   Letter dated December 19, 1994 from Sub to Issuer with
                 respect to exercise of the Option.





















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                                                                EXHIBIT 9
 
                            BORDEN ACQUISITION CORP.
                       C/O KOHLBERG KRAVIS ROBERTS & CO.
                               9 WEST 57TH STREET
                            NEW YORK, NEW YORK 10019
 
                                                    December 19, 1994
 
Borden, Inc.
180 East Broad Street
Columbus, Ohio 43215
Attention: Frank J. Tasco
Dear Sirs:
 
    Reference is made to that certain Conditional Purchase/Stock Option
Agreement dated as of September 23, 1994 (the "Agreement") by and among
Whitehall Associates, L.P. ("Whitehall"), Borden Acquisition Corp. ("Purchaser")
and Borden, Inc. (the "Company"). Terms capitalized herein and not otherwise
defined herein shall have their meanings set forth in the Agreement.
 
    Pursuant to Section 1.2(b) of the Agreement, Purchaser hereby notifies the
Company of its designation of Whitehall (acting on behalf of itself and KKR
Partners II, L.P., an affiliated partnership (the "Affiliated Partnership")) as
its designee for purposes of exercising the Option to purchase 28,138,000 shares
of Common Stock (the "Shares"). Purchaser hereby specifies that the Shares be
evidenced by two stock certificates in the following denominations and names:
(i) one stock certificate in the amount of 27,443,920 shares of Common Stock
indicating that Whitehall Associates, L.P. is the holder thereof and (ii) one
stock certificate in the amount of 694,080 shares of Common Stock indicating
that KKR Partners II, L.P. is the holder thereof. The place of the closing of
such purchase (the "Closing") shall be at the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, New York 10017. The time and date of
the Closing shall be at 10:00 a.m. New York City time on the morning immediately
following the expiration of the Offer and acceptance of shares of Common Stock
for payment thereunder. The Offer is currently scheduled to expire 12:00
midnight, New York City time, on Tuesday, December 20, 1994, in which case,
assuming acceptance of shares of Common Stock for payment thereunder, the
Closing shall occur at 10:00 a.m. New York City time on Wednesday, December 21,
1994; provided, that if the expiration of the Offer is extended past 12:00
midnight, New York City time, on Tuesday, December 20, 1994, the time and date
of the Closing shall be at 10:00 a.m. New York City time on the morning
immediately following the expiration of the Offer as so extended, assuming
acceptance of shares of Common Stock for payment thereunder, (the "Extended
Closing"); provided, further, that, in the event the expiration of the Offer is
extended so that the Extended Closing would occur more than ten business days
from the date hereof, this notice shall be deemed to be in compliance with
Section 1.2(b) of the Agreement if, at least one business day prior to the
Extended Closing, Purchaser shall have provided the Company with written
confirmation of the time, date and place of the Extended Closing. If the Offer
is not consummated, this notice will be void and of no further force and effect.

    In accordance with Section 1.4 of the Agreement, Whitehall is prepared to
deliver, on its own behalf and on behalf of the Affiliated Partnership,
51,106,768 shares of Holdings Common Stock to the Company at the Closing in
consideration for the Shares.
 
                                          Very truly yours,
                                          BORDEN ACQUISITION CORP.
                                          By: /s/ SCOTT STUART
                                          ......................................
 
cc: Andrew R. Brownstein, Esq.
 
                                       2