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


                                     SCHEDULE 13D


                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 5)*

                                     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 21, 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).

                                  PAGE 1 of  PAGES





               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 21, 1994, a press release, a copy of which

     is attached hereto as Exhibit 10 and incorporated herein by

     reference, was issued in connection with the consummation of the

     Offer and acquisition of shares of Borden Common Stock pursuant

     to the exercise of the Option.

     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 5.  Interest in Securities of the Issuer.
              ------------------------------------

               The information set forth in response to Item 3 in this

     Amendment to the Schedule is incorporated herein by reference.

     Item 6.  Contracts, Arrangements, Understandings or
              Relationships With Respect to the Issuer's Securities.
              -----------------------------------------------------

               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.
              --------------------------------

          10  Press release issued by Kohlberg Kravis Roberts & Co. on
              December 21, 1994.






                                  PAGE 2 of  PAGES

                                      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 21, 1994





                                  PAGE 3 of  PAGES











                                  INDEX TO EXHIBITS


       Exhibit Number           Description of Exhibits

           10.   Press release issued by Kohlberg Kravis Roberts & Co. on
                 December 21, 1994.





















                                  PAGE 4 of  PAGES

                                                                      EXHIBIT 10
 
Contact:
Ruth Pachman/Dawn Dover/Josh Pekarsky
Kekst and Company
(212) 593-2655
 
                                          FOR IMMEDIATE RELEASE
 
             KKR SUCCESSFULLY COMPLETES EXCHANGE OFFER AND ACQUIRES
                  APPROXIMATELY 69.5% OF BORDEN COMMON STOCK, 
                          INCLUDING EXERCISE OF OPTION
 
    NEW YORK, December 21, 1994--Kohlberg Kravis Roberts & Co. announced today
that its affiliate, Whitehall Associates, L.P. has successfully completed its
exchange offer for shares of common stock of Borden, Inc. (NYSE: BN), with an
estimated 90,007,716 shares, or 63.5% of those outstanding, having been tendered
by Borden shareholders.
 
    Whitehall Associates and another KKR investment partnership also will
acquire 28,138,000 Borden shares pursuant to the exercise in full of a
previously granted option. Whitehall had previously announced its intention to
acquire such shares if the exchange offer was successfully completed.
 
    Following the consummation of the exchange offer and exercise of the option,
based on the estimated number of shares tendered, the KKR investment
partnerships will own approximately 69.5% of the outstanding Borden common 
stock.
 
    The exchange offer expired, as scheduled, at 12:00 midnight, New York City
time, on Tuesday, December 20, 1994. Following expiration of the exchange offer,
Whitehall Associates accepted all shares of Borden common stock validly tendered
and not properly withdrawn prior to the expiration of the exchange offer. The
estimated 90,007,716 shares tendered and accepted included 15,302,708 shares
subject to guarantees of delivery. Each Borden share accepted for exchange in
the exchange offer will be exchanged for 2.29146 shares of common stock of RJR
Nabisco Holdings Corp. (NYSE: RN).
 
    KKR stated that the proposed merger of Borden and a KKR affiliate will be
submitted to a vote of Borden shareholders at a special meeting to be called for
that purpose as soon as practicable. The merger would be consummated as soon as
practicable following approval by holders of 66 2/3% of the outstanding Borden
shares (including shares held by KKR and its affiliates). In the merger, all
remaining Borden shareholders would receive 2.29146 shares of common stock of
RJR Nabisco Holdings for each of their Borden shares.
 
    This announcement does not constitute a solicitation of a proxy, consent or
authorization for or with respect to any special meeting or other meeting of
Borden's shareholders or any action in lieu thereof. Any such solicitation will
be made only pursuant to separate proxy materials in compliance with the
Securities Exchange Act of 1934. This announcement is neither an offer to sell
nor a solicitation of an offer to buy any securities.