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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 4)
                              -------------------
                             TENDER OFFER STATEMENT
                          PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                              -------------------
                                  BORDEN, INC.
                           (Name of Subject Company)
                              -------------------
                            BORDEN ACQUISITION CORP.
                           WHITEHALL ASSOCIATES, L.P.
                             KKR PARTNERS II, L.P.
                                   (Bidders)
                              -------------------
                    COMMON STOCK, PAR VALUE $.625 PER SHARE
                         (Title of Class of Securities)
                              -------------------
                                   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. 4 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
 
    Items 10(e) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
 
    On December 12, 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 District of New York against Borden, KKR and their
respective directors, executive officers and related parties described under
"The Exchange Offer--Pending Litigation" in the Offering Circular/Prospectus and
under "Recent Developments Relating to Certain Regulatory Approvals and Legal
Matters" in the Offering Circular/Prospectus Supplement entered into a written
Agreement, dated as of December 12, 1994 (the "Settlement Agreement"), to fully
and finally resolve, settle and dismiss with prejudice all litigations and
claims of any kind, asserted and unasserted, arising out of or related to the
Exchange Offer and related transactions, pending the execution of a final
stipulation of settlement and subject to the terms and conditions of the
Settlement Agreement, which terms and conditions are, in all material respects,
the same as were previously disclosed with respect to the Proposed Settlement
(as defined in the Offering Circular/Prospectus Supplement). The parties to the
Settlement Agreement have acknowledged that the Settlement Agreement creates a
binding settlement, subject to consummation of the Exchange Offer. A copy of 
the Settlement Agreement is attached hereto as Exhibit 11(g)(24) and 
incorporated herein by reference.
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
11(g)(24)   Settlement Agreement, dated as of December 12, 1994. 
 
                                       1

                                   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 13, 1994
 
                                       2

                                 EXHIBIT INDEX
 
 EXHIBIT                                                                    PAGE
   NO.                        DESCRIPTION                                    NO.
- ---------  --------------------------------------------------------------   ----
   
11(g)(24)   Settlement Agreement, dated as of December 12, 1994. .........
    

                                                   Exhibit 11(g)(24)


                                                   COMPOSITE CONFORMED COPY


                                      AGREEMENT
                                      ---------

                    This Agreement, dated as of December 12, 1994, is

          entered into by the Parties hereto to memorialize the Parties'

          agreement to fully and finally resolve, settle and dismiss with

          prejudice all litigations and claims of any kind, asserted and

          unasserted, arising out of or related to the Transaction, as

          defined below, pending the execution of a final stipulation of

          settlement.  The Parties each acknowledge that this Agreement

          creates a binding settlement, subject to the contingency set

          forth in Paragraph VIII.


          I.   PARTIES
               -------

                    The parties to this Agreement include the named

          plaintiffs and all the members of the putative class (the "Class

          Plaintiffs"), and the defendants (the "Defendants") in the

          litigations listed in Section II of this Agreement.  The Class

          Plaintiffs specifically include any and all persons or entities

          who held Borden, Inc. ("Borden") common stock at any time during

          the period September 12, 1994, through the duration of the

          exchange offer, as described below, and their successors in

          interest.  The term "Parties" is used herein to refer to the

          Class Plaintiffs and the Defendants collectively.

          II.  THE LITIGATIONS
               ---------------

                    Beginning on approximately September 12, 1994, certain

          shareholders of Borden, purportedly on behalf of all Borden

          shareholders, brought twelve putative class action lawsuits in

          New Jersey and Ohio state courts.  The ten lawsuits filed in New








                                                                          2
          Jersey have been consolidated under the caption In re Borden,
                                                          -------------

          Inc. Shareholders Litigation, Master File No. C-139-94.  The Ohio
          ----------------------------

          actions are captioned Hartman v. Borden, Inc., et al., Dkt. No.
                                -------------------------------

          94 CV-H09-6306, and Jaroslawicz v. Borden, Inc., et al., Dkt. No.
                              -----------------------------------

          94 CV-H09-6654.

                    On December 1, 1994, the Class Plaintiffs filed a

          putative class action ostensibly on behalf of all Borden

          shareholders in the United States District Court for the Southern

          District of New York captioned Petersen, et al. v. Borden, Inc.,
                                         ---------------------------------

          et al., Dkt. No. 94 Civ. 8648, alleging violations of various
          ------

          federal securities laws as well as state law fiduciary duty

          principles, arising out of the execution of the Merger Agreement,

          as amended, pursuant to which Borden Acquisition Corp., a

          subsidiary of an affiliate of Kohlberg Kravis Roberts & Co., L.P.

          ("KKR"), proposes to acquire Borden, beginning with an exchange

          offer, as set forth in the Offering Circular/Prospectus

          ("Offering Circular") in which shares of Borden common stock will

          be exchanged for shares of RJR Nabisco Holdings Corp. ("RJR")

          common stock (the Merger Agreement, the Offering Circular, the

          exchange offer, and all transactions arising from or relating

          thereto are referred to collectively as the "Transaction.") 


          III. UNDERTAKINGS OF DEFENDANTS
               --------------------------

                    In exchange for the dismissal with prejudice of the

          above litigations and for the releases described below, the

          Defendants agree as follows:

                    (a)  Borden Acquisition Corp., or one of its

               affiliates, commits to exercise or to cause the exercise of













                                                                          3
               its option (the "Option"), as that term is defined in the

               Offering Circular attached as an exhibit to the Schedule

               14D-1 filed with the Securities and Exchange Commission on

               November 22, 1994, if Borden Acquisition Corp. purchases at

               least forty-one percent (41%) of the outstanding common

               stock of Borden (on a fully diluted basis) in the proposed

               exchange offer;

                    (b)  Borden Acquisition Corp. agrees to amend the

               merger agreement to reflect that the exchange rate ratio to

               be fixed in accordance with the terms of the Offering

               Circular shall remain constant for up to twenty (20)

               business days following December 20, 1994, should Borden

               Acquisition Corp. extend the exchange offer beyond that

               date;

                    (c)  Defendants agree to publish to Borden shareholders

               certain items of additional disclosure as agreed to among

               the parties, which disclosures were reflected in a

               supplement to the Offering Circular dated December 7, 1994;

                    (d)  Defendants agree that if shares of Borden common

               stock are acquired pursuant to the exchange offer, Borden

               Acquisition Corp. or one of its affiliates will commit that

               for so long as KKR and its affiliates retain majority voting

               control of Borden it will cause Borden's Board of Directors

               to include up to two (2) independent directors until such

               time as the merger is completed as contemplated in the

               agreement and plan of merger relating to the Transaction;

               and







                                                                          4
                    (e)  The parties agree that Defendants have afforded

               counsel for Class Plaintiffs an opportunity to meet with

               Lazard Freres & Co. and CS First Boston Group, Inc. to make

               full and unrestricted inquiries regarding, among other

               subjects, the financing of the Transaction, Borden's

               prospect as an independent company, and the nature of the

               expressions of interest regarding the sale of Borden,

               including communications received from Japonica Partners and

               others, and that such meeting has occurred.


          IV.  RELEASES
               --------

                    The Class Plaintiffs, on behalf of all Borden

          shareholders, shall release all defendants from any and all

          claims, asserted and unasserted, based on state or federal law

          (including principles of common law), arising from or related to

          the Transaction.  It is expressly understood that the scope of

          the releases, which will be set forth with greater specificity in

          the stipulation of settlement submitted for court approval, is

          intended to be as broad as possible and to release any and all

          claims against Defendants which were brought or could have been

          brought relating in any way to the Transaction or the terms

          thereof, including, without limitation, as described in the

          Offering Circular, the Schedule 14D-1 and the Schedule 14D-9. 

          The released claims include, without limitation:  (i) all claims

          asserted in the Litigations; (ii) all claims under state or

          federal law relating to the accuracy or adequacy of any

          disclosures made by Defendants or any of them, including the

          Offering Circular, the Schedule 14D-1, the Schedule 14-9, and all






                                                                          5
          amendments and supplements thereto and documents incorporated by

          reference therein; (iii) all claims under state or federal law

          relating to RJR's potential participation in an acquisition of

          Borden and the initial public offering of Nabisco stock the

          registration statement for which was filed on October, 28, 1994;

          (iv) all claims under state or federal law relating to the

          Option; (v) all claims under state or federal law relating to the

          fees paid or payable or expenses reimbursed or reimbursable to

          KKR as disclosed in the Offering Circular; (vi) all claims under

          state or federal law regarding opinions issued by, or fees paid

          or payable to the investment bankers; (vii) all claims under

          state or federal law relating to any efforts to sell Borden from

          the date of the inception of such efforts to the date on which a

          settlement stipulation is executed; and (viii) all claims under

          state or federal law relating to the Merger Agreement.  Said

          releases shall extend, without limitation, to all officers,

          directors, agents, employees, investment bankers, and actual or

          alleged controlling persons of Defendants.


          V.   ATTORNEY'S FEES
               ---------------

                    Defendants agree not to oppose an application for

          attorney's fees and expenses by Plaintiffs' Counsel of up to $3.2

          million.


          VI.  STIPULATION OF SETTLEMENT AND DISMISSAL
               ---------------------------------------

                    Class Plaintiffs will conduct reasonable confirmatory

          discovery to be scheduled by the Parties.  The Parties agree that

          as soon as practicable thereafter they will submit a stipulation






                                                                          6
          of settlement with releases to the appropriate court.  Class

          Plaintiffs represent that they will (a) seek certification of a

          class for settlement purposes on a non-opt out basis, and (b)

          take all appropriate actions to secure final orders dismissing

          with prejudice the complaints in all of the above referenced

          litigations, without fees or costs, except as otherwise provided

          for herein.


          VII. NO ADMISSION OF LIABILITY
               -------------------------

                    All Parties specifically agree and acknowledge that

          this Agreement, the terms hereof, the final settlement agreement

          contemplated hereby and the terms thereof, shall not be deemed an

          admission of liability of any sort by any Party to this

          Agreement.


          VIII. CONTINGENCY
                -----------

                    This Agreement is fully contingent on Borden

          Acquisition Corp. purchasing shares of Borden common stock in the

          exchange offer.


          IX.  REPRESENTATION OF COUNSEL
               -------------------------

                    Counsel for the undersigned parties represent that they

          have complete authority from their respective clients to sign
















                                                                          7
          this Agreement, which shall be binding on their respective

          clients.

          UNDERSTOOD AND AGREED:
          ---------------------

                         WACHTELL LIPTON ROSEN & KATZ



                         /s/ Wachtell, Lipton, Rosen & Katz           
                         ---------------------------------------------
                         As attorneys for Borden, Inc.,
                         Ervin Shames, Frank J. Tasco, 
                         Frederick E. Hennig, Wilbert J. Lemelle,
                         Robert P. Luciano, H. Barclay Morley, 
                         John E. Sexton, and Patricia Carry Stewart


                         DAVIS POLK & WARDWELL



                         /s/ Davis Polk & Wardwell                    
                         ---------------------------------------------
                         As attorneys for RJR Nabisco Holdings Corp. 
                         Charles M. Harper, Stephen R. Wilson,
                         Robert S. Roath, H. John Greeniaus,
                         James W. Johnston, James H. Greene, Jr.,
                         Henry R. Kravis, Paul E. Raether, 
                         Lawrence R. Ricciardi, Clifton S. Robbins,
                         George R. Roberts, and Scott M. Stuart


                         SIMPSON THACHER & BARTLETT



                         /s/ Simpson Thacher & Bartlett               
                         ---------------------------------------------
                         As attorneys for Kohlberg Kravis 
                         Roberts & Co., L.P.



                         PAUL WEISS RIFKIND WHARTON & GARRISON


                         /s/ Paul Weiss Rifkind Wharton & Garrison    
                         ---------------------------------------------
                         As attorneys for Lazard Freres & Co.










                                                                          8
                         CRAVATH SWAINE & MOORE



                         /s/ Cravath Swaine & Moore                   
                         ---------------------------------------------
                         As attorneys for CS First Boston Group, Inc.


                         ABBEY & ELLIS



                         /s/ Abbey & Ellis                            
                         ---------------------------------------------
                         As attorneys for Class Plaintiffs