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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  Sept. 12, 1994   
                                                  ----------------
                                    BORDEN, INC.                 
- - -----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



         New Jersey                 I-71             13-0511250     
- - ----------------------------    -----------      ------------------
(State or Other Jurisdiction    (Commission        (IRS Employer
    of Incorporation)           File Number)     Identification No.)


  180 East Broad Street, Columbus, OH                  43215     
- - ----------------------------------------             ----------
(Address of Principal Executive Offices)             (Zip Code)



         614/225-4000                              
- - ---------------------------------------------------
Registrant's Telephone Number, Including Area Code)



                             Not Applicable                              
- - ------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)





                                                                     Page 1 of 2
   2
Item 5.  Other Events
         ------------
         On September 11, 1994 Borden, Inc. entered into a Letter of Intent on
the terms set forth in the attached exhibit.


Item 7.  Financial Statements and Exhibits
         ---------------------------------
(c)      Exhibits

         99.  Letter of Intent





                                   SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         BORDEN, INC.





                                         By:   /s/ James C. Van Meter
Date:  September 12, 1994                ---------------------------------
                                         James C. Van Meter
                                         Executive Vice President and Chief
                                         Financial Officer
                                         (Principal Financial Officer and
                                         Duly Authorized Signing Officer)





                                                                     Page 2 of 2
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                                  Borden, Inc.
                                277 Park Avenue
                              New York, NY  10172





                                                              September 11, 1994




Whitehall Associates, L.P.
c/o Kohlberg Kravis Roberts & Co.
9 West 57 Street
New York, NY  10019

Gentlemen:


                 This letter will confirm our understanding with respect to the
merger (the "Merger") of a corporation ("Newco") to be formed by Whitehall
Associates, L.P. ("Parent"), a limited partnership affiliated with Kohlberg
Kravis Roberts & Co., into Borden, Inc. (the "Company"), as well as the series
of related transactions described below.

                 The terms of our understanding are as follows:

                 1.       Following the execution of a definitive merger
                          agreement (the "Merger Agreement") among Parent,
                          Newco and the Company and a definitive Conditional
                          Purchase/Stock Option Agreement (the "Option
                          Agreement") among Parent, Newco and the Company and
                          subject to the terms of the Merger Agreement, Newco
                          shall commence an exchange offer (the "Offer") for
                          all of the issued and outstanding shares (the
                          "Shares") of common
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September 11, 1994
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                          stock, par value $.625 per share, of the Company (the
                          "Common Stock").  Each Share accepted by Newco or its
                          designee (collectively, the "Purchaser") in
                          accordance with the Offer shall be converted into the
                          right to receive from the Purchaser that number of
                          shares of common stock, par value $.01 per share
                          ("Holdings Common Stock"), of RJR Nabisco Holdings
                          Corp. ("Holdings") equal to the Exchange Ratio.  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 prices of Holdings Common Stock as reported
                          on the New York Stock Exchange Composite Tape on each
                          of the ten consecutive trading days immediately
                          preceding the second trading day prior to the date of
                          expiration of the Offer (the "Valuation Period");
                          PROVIDED that the Exchange Ratio shall not be greater
                          than 2.375 nor less than 1.78125.  The obligations of
                          the Purchaser to consummate the Offer shall be
                          subject to (i) there having been validly tendered and
                          not properly withdrawn pursuant to the Offer at least
                          41% of the outstanding Shares (the "Minimum
                          Condition"), (ii) the obtaining of all consents and
                          waivers on terms satisfactory to Parent necessary in
                          order that the consummation of the transactions
                          contemplated by the Merger Agreement and the Option
                          Agreement not constitute (A) an event of default or
                          an event which with or without notice or the passage
                          of time would constitute an event of default under
                          any indebtedness, partnership agreement or
                          equityholders agreement of the Company or any
                          subsidiary of the Company (including Borden Chemicals
                          and Plastics Limited Partnership, Borden Chemicals
                          and Plastics Operating Limited Partnership and T.M.
                          Investors Limited Partnership) ("Indebtedness"),
                          including, without limitation, the Citibank/Credit
                          Suisse $1.4 billion credit agreements, or (B) an
                          event which would individually or in combination with
                          other events give rise to an obligation on the part
                          of the Company to repay or repurchase any
                          Indebtedness, partnership interest or equity
                          interest, which event of default or other event would
                          give rise to, with or without notice or the passage
                          of time and taking into account any
                          cross-acceleration or cross-default provisions, the
                          obligation to repay prior to maturity or the
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                          acceleration of an aggregate of at least $25 million
                          of Indebtedness or other obligations, (iii) the
                          refinancing of existing Indebtedness on terms
                          satisfactory to Parent consistent with the parameters
                          for such refinancing to be described in the Merger
                          Agreement and (iv) other customary conditions,
                          including conditions relating to the absence of the
                          bankruptcy or insolvency of the Company.  The
                          Purchaser shall have the right in its sole discretion
                          to waive any of the conditions to the Offer,
                          including without limitation, the Minimum Condition.
                          The Company will redeem its outstanding shares of
                          Series B Preferred Stock prior to any record date for
                          any shareholder action in connection with the Merger.
                          The Merger Agreement will contain appropriate
                          provisions with respect to outstanding stock options.

                 2.       Subject to receipt, prior to the execution of the
                          Merger Agreement, of fairness opinions from Lazard
                          Freres & Co. and CS First Boston Corporation
                          satisfactory to the Company (which opinions the
                          Company has no reason to believe it will not obtain),
                          in the Merger Agreement the Company shall agree to
                          recommend (the "Recommendation") that holders of the
                          Shares (i) accept the Offer, (ii) tender their shares
                          of Common Stock to the Purchaser in accordance with
                          the Offer and (iii) approve and adopt the Merger and
                          the Merger Agreement.  The Company shall agree not to
                          change such Recommendation unless the average of the
                          average of the high and low 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 proviso in the definition of Exchange Ratio.
                          Notwithstanding any such change in the
                          Recommendation, the Company will not have the right
                          to terminate the Merger Agreement as a result of such
                          change and will continue to be bound by its
                          representations and warranties and covenants
                          contained therein (other than representations,
                          warranties and covenants related to the
                          Recommendation), including, without limitation, those
                          with respect to the Rights Agreement, dated as of
                          January 28, 1986 between the Company and The Bank of
                          New York, as Rights Agent (the





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September 11, 1994
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                          "Rights Agreement"), as amended on November 29, 1988
                          and May 22, 1991, antitrust approvals (assuming that
                          following receipt of such approvals Purchaser
                          purchases at least 28,138,000 Shares, or such other
                          number of Shares as is equal to 19.9% of the
                          Company's presently outstanding shares), Article VIII
                          of its Certificate of Incorporation and Section
                          14A:10A-4 of the New Jersey Business Corporations Act
                          (the "NJBCA").

                 3.       The Company shall agree to make any divestitures (or
                          to agree to make any divestitures), in each case only
                          to the extent such divestitures are acceptable to
                          Parent and Newco, as may be required to obtain
                          applicable antitrust approvals in connection with the
                          transactions contemplated by the Merger Agreement and
                          the Option Agreement or the purchase of the Committed
                          Shares.  The Merger Agreement and the Option
                          Agreement will also contain provisions to the effect
                          that the parties have taken and will take all steps
                          necessary to permit the consummation of the
                          transactions contemplated by those agreements,
                          including with respect to the Rights Agreement,
                          Section 14A:10A-4 of the NJBCA, Article VIII of the
                          Company's Certificate of Incorporation and the
                          Indebtedness.

                 4.       Following (i) the acceptance for exchange of Shares
                          pursuant to the Offer and/or the purchase of Shares
                          pursuant to the Option Agreement or (ii) the purchase
                          of Committed Shares (as defined below), the Company
                          shall promptly take all actions necessary to cause
                          the Applicable Percentage of directors (rounded to
                          the next highest director) to consist of persons
                          designated by Parent.  The term "Applicable
                          Percentage" means the ratio of (i) the total voting
                          power of all shares either (A) accepted for exchange
                          pursuant to the Offer and/or purchased in accordance
                          with the Option Agreement or (B) purchased as
                          Committed Shares to (ii) the total voting power of
                          the outstanding voting securities of the Company,
                          expressed as a percentage, but in no event (assuming
                          that Purchaser has acquired at least 28,138,000
                          Shares, or such other number of Shares as is equal to
                          19.9% of the Company's presently outstanding shares)
                          less than 33-1/3%.
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                 5.       Provided that the Minimum Condition is satisfied,
                          following the acceptance for exchange of Shares
                          pursuant to the Offer, the parties to the Merger
                          Agreement will take all steps necessary to attempt to
                          obtain any required approval of the shareholders of
                          the Company to the Merger.  The Company's obligation
                          to submit the Merger to a vote of its shareholders
                          shall not be affected by a change in the
                          Recommendation described in paragraph 2 (but there
                          shall be no obligation of the existing Board of
                          Directors to continue the Recommendation that
                          shareholders adopt the Merger Agreement).  In the
                          Merger, each issued and outstanding Share (other than
                          Shares held by the Purchaser) shall be converted into
                          that number of shares of Holdings Common Stock as
                          were delivered by the Purchaser with respect to each
                          share of Common Stock in the Offer.

                 6.       (a)  The Company shall agree in the Option Agreement
                          to grant to the Purchaser an irrevocable option (the
                          "Option") to purchase out of newly issued Shares or
                          Shares of treasury stock (as Purchaser may designate)
                          28,138,000 Shares (or such other number of Shares as
                          is equal to 19.9% of the number of the Company's
                          presently outstanding Shares).  The purchase price
                          for each share shall be the number of shares (rounded
                          to the nearest 1/100,000) of Holdings Common Stock
                          obtained by dividing (i) $11.00 (the "Option Purchase
                          Price") by (ii) the average of the average of the
                          high and low prices of Holdings Common Stock as
                          reported on the New York Stock Exchange Composite
                          Tape on each of the ten consecutive trading days
                          immediately preceding the second trading day prior to
                          date of notice of exercise (or if exercise is
                          required as described below in this paragraph 6(a),
                          the date of exercise).  In the event that a
                          Termination Fee (as defined in paragraph 7 below)
                          becomes payable, the Option Purchase Price shall be
                          adjusted upward (retroactively if necessary) to
                          reflect the price per Share of any third party
                          transaction that triggers the payment of such
                          Termination Fee.  Subject to applicable law, the
                          Option may be exercised, in whole or in part, at any
                          time beginning on the date of the Option Agreement
                          and ending 180 days thereafter, PROVIDED that if (i)





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                          the Purchaser has exercised the Option prior to the
                          expiration of the Offer it shall not be permitted to
                          waive the Minimum Condition thereunder and (ii) if
                          the Purchaser has not exercised the Option prior to
                          the expiration of the Offer, it shall not exercise
                          the Option thereafter if it waives the Minimum
                          Condition and accepts fewer than 41% of the
                          outstanding Shares for payment in the Offer.  In the
                          event that the Purchaser acquires more than 41% of
                          the outstanding Shares in the Offer but does not
                          acquire more than 50% of the outstanding Shares in
                          the Offer, the Purchaser shall be required, subject
                          to applicable law, to exercise the Option to acquire
                          such number of Shares under the Option, which when
                          added to the number of Shares purchased in the Offer
                          (together with any Shares previously purchased under
                          the Option), as will result in the Purchaser owning
                          more than 50% of the outstanding Shares.

                                  (b)  In the event that this letter agreement
                          is terminated prior to the execution of a Merger
                          Agreement and Option Agreement, the Purchaser
                          irrevocably commits to purchase and the Company
                          irrevocably commits to issue (subject only to
                          compliance with applicable law, including the
                          obtaining of applicable antitrust approvals), out of
                          newly issued Shares or Shares of treasury stock (as
                          Purchaser may designate) 28,138,000 Shares (or such
                          other number of Shares as is equal to 19.9% of the
                          number of the Company's presently outstanding Shares)
                          (the "Committed Shares").  Subject to the last two
                          sentences of this Section 6(b), the purchase price
                          for each of the Committed Shares shall be the number
                          of shares (rounded to the nearest 1/100,000) of
                          Holdings Common Stock obtained by dividing (i) $11.00
                          by (ii) the average of the average of the high and
                          low prices of Holdings Common Stock, as reported on
                          the New York Stock Exchange Composite Tape on each of
                          the ten consecutive trading days immediately
                          preceding the second trading day prior to the date of
                          the consummation of the purchase.  The date of the
                          consummation of the purchase shall be the second
                          trading day following the later of (i) the obtaining
                          of all requisite antitrust approvals and (ii) the
                          termination of this letter agreement.  In connection
                          with any purchase of
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                          Committed Shares, each of the parties to such
                          purchase will make customary representations as to
                          validity, authorization, ownership, absence of liens,
                          encumbrances and conflicts and compliance with law
                          and stock exchange requirements.  The Committed
                          Shares and any shares of Holdings Common Stock
                          exchanged therefor shall each be registrable (at the
                          expense of the issuer thereof) in the hands of the
                          Purchaser or the Company, as the case may be.  In the
                          event that an affiliate or affiliates of Parent
                          becomes entitled to the $50,000,000 fee described in
                          Section 7(a) hereof, Parent (or such affiliate or
                          affiliates) shall promptly disgorge to the Company,
                          in cash, with respect to each Committed Share, the
                          per share difference between the price per share paid
                          for Shares in the transaction giving rise to such fee
                          (which, to the extent such price consists of non-cash
                          consideration, shall be based on the trading market
                          value thereof or if there is no trading market for
                          such consideration the fair market value as
                          determined by an independent investment banker) and
                          $11.00 per share.  Such amount shall be deemed to be
                          an adjustment to the purchase price for the Committed
                          Shares.

                 7.       (a)  From and after the execution of this letter
                          agreement and whether or not a Merger Agreement or
                          Option Agreement are ever entered into or any
                          Committed Shares are ever purchased, the Company
                          agrees promptly to reimburse Parent and Purchaser
                          from time to time for all of their Expenses (as
                          defined below) as incurred in an aggregate amount of
                          up to $22,000,000 (which includes the reimbursement
                          of the Initial Advisory Fee (as defined below)).  The
                          term "Expenses" shall include all out-of-pocket
                          expenses and fees, including the fees and
                          disbursements of counsel, financial printers,
                          experts, consultants and accountants, as well as all
                          fees and expenses payable to investment banking firms
                          and other financial institutions and their respective
                          agents and counsel, whether incurred prior to, on or
                          after the date hereof, incurred in connection with
                          the transactions contemplated by this Agreement, the
                          Merger Agreement and the Option Agreement and any
                          purchase of the Committed Shares.  The Company
                          acknowledges that Purchaser incurred upon the
                          execution of this





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                          letter agreement advisory fees to an affiliate of the
                          Purchaser in the amount of $20,000,000 (the "Initial
                          Advisory Fee"), which shall be included in Expenses
                          and reimbursed in same day funds on September 12,
                          1994 and which in no way shall limit the
                          reimbursement of any additional advisory fees to
                          non-affiliates of Purchaser or other Expenses,
                          subject to the $22 million limitation on total
                          Expenses.  Whether or not any Committed Shares are
                          ever purchased, the Company agrees that in the event
                          that no Merger Agreement is entered into and the
                          Company consummates a Transaction Proposal with
                          respect to which an initial proposal (whether or not
                          publicly announced) was made prior to the termination
                          of this letter agreement, the Company shall pay
                          promptly upon such consummation to such affiliate or
                          affiliates of Parent as Parent shall designate
                          $50,000,000, against which the Initial Advisory Fee
                          may be credited following payment thereof.

                                  (b)  The Merger Agreement will provide for
                          the reimbursement from time to time by the Company of
                          all Expenses of Parent and Purchaser as incurred in
                          an aggregate amount of up to $35,000,000, against
                          which aggregate amount Expenses actually reimbursed
                          under this letter agreement prior to the execution of
                          the Merger Agreement may be credited.  In addition,
                          the Merger Agreement will provide for the payment of
                          $50,000,000 to such affiliate or affiliates of
                          Purchaser as shall be set forth therein, against
                          which the Initial Advisory Fee may be credited
                          following payment thereof, upon (i) the acquisition
                          by the Purchaser (in one or more transactions) of
                          more than 50% of the outstanding Shares or (ii)
                          certain customary events of termination in connection
                          with a competing Transaction Proposal (the fee
                          referred to in this clause (ii) being referred to as
                          the "Termination Fee").

                                  (c)  The costs and expenses of (i) preparing
                          and distributing any proxy statement related to the
                          Merger and (ii) obtaining and complying with the
                          antitrust requirements of any governmental authority
                          shall be paid by the Company.  Except as set forth in
                          this paragraph 7, each party hereto will pay its own
                          costs and expenses
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                          incurred or to be incurred in connection with the
                          transactions contemplated hereby.  No broker,
                          investment banker, financial advisor or other person,
                          other than Lazard Freres and Co. and CS First Boston
                          Corporation, the fees and expenses of which will be
                          paid by the Company, is entitled to any broker's,
                          finder's, financial advisor's or other similar fee or
                          commission in connection with the transactions
                          contemplated by this letter agreement based upon
                          arrangements made by or on behalf of the Company.

                 8.       The Company, Parent and Newco will cooperate with
                          each other to the fullest extent in preparing the
                          Merger Agreement, the Option Agreement and any
                          related agreements and other necessary documentation,
                          obtaining all necessary consents from third parties
                          and complying with all regulatory requirements.  In
                          addition to the terms set forth in this letter
                          agreement, the Merger Agreement and Option Agreement
                          will contain such representations, warranties,
                          covenants and conditions and other terms as are
                          customary or appropriate to a transaction of this
                          type, including, without limitation, appropriate
                          provisions relating to indemnification, insurance and
                          existing severance and health, welfare and benefit
                          programs of the Company.  The Company, Parent and
                          Newco will use their best efforts to negotiate and
                          execute the Merger Agreement, the Option Agreement
                          and all related agreements with respect to the
                          transactions contemplated hereby as soon as possible.
                          The Company will permit reasonable access to its
                          properties and personnel and make available to
                          Parent, Newco and their respective agents and
                          advisors all books, papers and records relating to
                          the operations, assets, obligations and liabilities
                          of the Company, all subject to the Confidentiality
                          Agreement dated August 1994 between the Company and
                          Kohlberg Kravis Roberts & Co.  Parent will use its
                          reasonable best efforts to make available to the
                          Company and its agents and advisors the properties
                          and personnel of Holdings and all books, papers and
                          records relating to the operations, assets,
                          obligations and liabilities of Holdings, all subject
                          to the Confidentiality Agreement dated September 11,
                          1994 between Holdings and the Company.





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                 9.       Pending the execution of the Merger Agreement, except
                          as contemplated by this letter agreement, the Company
                          will conduct its business and will cause its
                          subsidiaries to conduct their businesses only in, and
                          the Company shall not take any action and shall cause
                          its subsidiaries not to take any action except in,
                          the ordinary course and will seek to preserve for
                          Newco and Parent business suppliers, creditors,
                          customers and others transacting business with the
                          Company.  No additional equity securities or rights
                          to purchase equity securities will be granted after
                          the date hereof.  Without in any way limiting the
                          foregoing, the Company will not and will cause its
                          subsidiaries not to adopt or amend any bonus, profit
                          sharing, compensation, severance, termination, stock
                          option, stock appreciation right, restricted stock,
                          pension, retirement, employment or other employee
                          benefit agreement, trust, plan or other arrangement
                          for the benefit or welfare of any director, officer
                          or, other than in the ordinary course of business,
                          any other employee, or increase in any manner the
                          compensation or fringe benefits of any director,
                          officer or, other than in the ordinary course of
                          business, any other employee of the Company or any of
                          its subsidiaries or pay any benefit not required by
                          any existing agreement or place any assets in any
                          trust for the benefit of employees or directors, it
                          being understood and agreed that certain of these
                          issues may be addressed in the Merger Agreement.

                10.       Neither the Company nor any of its subsidiaries
                          shall, nor shall it or any of its subsidiaries
                          authorize or permit any of its officers, directors or
                          employees or any investment banker, financial
                          advisor, attorney, accountant or other representative
                          retained by it or any of its subsidiaries to (a)
                          solicit, initiate, encourage (including by way of
                          furnishing information), or take any other action to
                          facilitate, any inquiry or the making of any proposal
                          which constitutes, or may reasonably be expected to
                          lead to, any acquisition or purchase of a substantial
                          amount of assets of, or any equity interest in, the
                          Company or any of its subsidiaries or any tender
                          offer (including a self tender offer) or exchange
                          offer, merger, consolidation, business combination,
                          sale of substantially all assets,
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                          sale of securities, recapitalization, liquidation,
                          dissolution or similar transaction involving the
                          Company or any of its subsidiaries other than the
                          transactions contemplated by this letter agreement or
                          any other transaction the consummation of which would
                          or could reasonably be expected to impede, interfere
                          with, prevent or materially delay the Merger or which
                          would or could reasonably be expected to materially
                          dilute the benefits to Purchaser of the transactions
                          contemplated hereby (collectively, "Transaction
                          Proposals") or (b) enter into or participate in any
                          discussions or negotiations regarding any of the
                          foregoing, or furnish to any other person any
                          information with respect to its business, properties
                          or assets or any of the foregoing, or otherwise
                          cooperate in any way with, or assist or participate
                          in, facilitate or encourage, any effort or attempt by
                          any other person to do or seek any of the foregoing;
                          PROVIDED, HOWEVER, that the foregoing clauses (a) and
                          (b) shall not prohibit the Company from (i)
                          furnishing information pursuant to an appropriate
                          confidentiality letter concerning the Company and its
                          businesses, properties or assets to a third party who
                          has made a Transaction Proposal or (ii) engaging in
                          discussions or negotiations with such a third party
                          who has made a Transaction Proposal.  Nothing
                          contained herein or in the Merger Agreement shall
                          prohibit the Company from taking and disclosing a
                          position contemplated by Rule 14e-2(a) under the
                          Securities Exchange Act of 1934, as amended, with
                          respect to a Transaction Proposal made by a third
                          party.

                11.       Parent and the Company will consult with each other
                          before issuing any press release or otherwise making
                          any public statements with respect to the
                          transactions contemplated hereby and shall not issue
                          any such press release or make any such public
                          statement prior to such consultation, except as may
                          be required by law or by obligations pursuant to any
                          listing agreement with any national securities
                          exchange.  It is contemplated that a joint press
                          release by Parent and the Company will be issued
                          prior to the opening of business on September 12,
                          1994.





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                12.       Other than the obligation to reimburse the Initial
                          Advisory Fee and the other Expenses described in
                          paragraph 7(a) of this letter agreement and the
                          provisions of paragraphs 14, 7(c), 6(b) and 4 and the
                          first sentence of paragraph 3 of this letter
                          agreement, which shall each survive any termination,
                          this letter agreement may be terminated, and the
                          transactions contemplated hereby may be abandoned or
                          terminated:

                                  (a)  at any time by mutual agreement of the 
                          Company and Parent; or

                                  (b)  by Parent, if by the close of business
                          on September 23, 1994 the Merger Agreement and Option
                          Agreement shall not have been executed; or

                                  (c)  by the Company, if by the close of
                          business on September 23, 1994 the Merger Agreement
                          and Option Agreement shall not have been executed; or

                                  (d)  by the Company in the event the Company
                          desires to enter into an agreement with respect to an
                          alternative Transaction Proposal.

                13.       It is understood that this letter of intent merely
                          constitutes a statement of our mutual intentions and
                          does not contain all matters upon which agreement
                          must be reached for the proposed transactions to be
                          consummated and, therefore, does not constitute a
                          binding commitment with respect to the proposed
                          transactions themselves.  A binding commitment with
                          respect to the proposed transactions will result only
                          from execution of the Merger Agreement and the Option
                          Agreement, subject to the conditions expressed
                          therein.  Notwithstanding the two preceding sentences
                          of this paragraph, upon acceptance hereof as
                          described below, the provisions of paragraphs 4,
                          6(b), 7(a), 7(c), 9, 11, 12, 14 and 15 and this
                          paragraph 13 and the first sentence of paragraph 3
                          shall be legally binding and the provisions of
                          paragraphs 4, 6(b), 7(a), 7(c) and 14 and the first
                          sentence of paragraph 3 shall survive any termination
                          of this letter unless and until they are superseded
                          by a definitive agreement between the Company, Parent
                          and Newco.
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                14.       It is understood that notwithstanding the first two
                          sentences of the preceding paragraph, the approval of
                          this letter agreement and the transactions
                          contemplated hereby (including in the event that any
                          Committed Shares are purchased, any subsequent
                          business combination involving Purchaser that is
                          approved by the directors of the Company that are not
                          affiliated with Purchaser) by the Board of Directors
                          of the Company renders inapplicable the provisions of
                          Section 14A:10A-4 of the NJBCA and Article VIII of
                          the Company's Certificate of Incorporation with
                          respect to such transactions.  The Company represents
                          and warrants that pursuant to the Rights Agreement,
                          the execution of this letter agreement will not
                          trigger the exercisability of the Rights (as defined
                          in the Rights Agreement), the separation of the
                          Rights from the stock certificates to which they are
                          attached, or any other provisions of the Rights
                          Agreement, including causing the occurrence of a
                          Distribution Date or a Share Acquisition Date (each
                          as defined in the Rights Agreement).

                15.       This letter agreement may be executed 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.

                16.       This letter agreement will be governed by and
                          construed in accordance with the internal laws of the
                          State of New York.





   14



Whitehall Associates, L.P.
September 11, 1994
Page 14





                 If the foregoing accurately summarizes our agreement in
principle, please sign and return the enclosed copy of this letter agreement.


                                                Sincerely,

                                                BORDEN, INC.



                                                By  //Ervin R. Shames
                                                    -----------------
                                                    Name:   Ervin R. Shames
                                                    Title:  President and CEO


ACCEPTED AND AGREED TO:

WHITEHALL ASSOCIATES, L.P.



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



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