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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):  March 21, 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, OHIO                      43215          
- -------------------------------------------                     -------------
(Address of principal executive offices)                          (zip code)




       Registrant's telephone number, including area code:   614-225-4000
                                                             ------------



   277 PARK AVENUE, NEW YORK, NEW YORK     10172                             
- ------------------------------------------------------------------------
        (Former name or former address, if changed since last report)
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Item 5.  Other Events
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On March 21, 1994 Borden, Inc. issued a press release (attached as Exhibit 28)
announcing the restatement and reclassification of the 1992 and 1993 financial
statements as a result of reversing and reclassifying certain items that had
been included in its 1992 restructuring charge.


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

         28. Press Release



                                   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.



Date:  March 23, 1994                      /s/ George P. Morris
                                           ----------------------
                                               George P. Morris 
                                               Vice President and Chief
                                               Strategic Officer
                                               (Principal Financial 
                                               Officer & Duly Authorized 
                                               Signing Officer)





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                                                                      Exhibit 28
                                                                
                                                                        RELEASE
                       BORDEN, INC.                                   ON RECEIPT
                       PUBLIC AFFAIRS DEPARTMENT 
                       277 PARK AVENUE, NEW YORK, NY 10172-0029
If it's Borden-it's
got to be good
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                         Contacts: Philip J. Keuper   Nicholas R. Iammartino
                                       614-225-7199            614-225-4485
                                       212-573-4280            212-573-4131


  BORDEN TO RESTATE FINANCIAL RESULTS RELATING TO 1992 RESTRUCTURING CHARGE
  -------------------------------------------------------------------------
                     1993 Restructuring Charge Unaffected
           Restatement To Have No Impact on 1994 Financial Results


       NEW YORK, March 21, 1994 -- Borden, Inc. (NYSE: BN) today announced that
it will restate net income and other financial results for 1992 and 1993, as a
result of reversing and reclassifying certain expenses and accruals that had
been included in its 1992 restructuring charge.
       The net loss for 1992 will decrease by $75.2 million, or $0.53 per
share, to a restated $364.4 million, or $2.54 per share.  Partly offsetting
this, the net loss for 1993 will increase by $37.1 million, or $0.26 per
share, to a restated $630.7 million, or $4.47 per share.
       For the two years taken together, the Company's restated net loss will
be less than originally reported by $38.1 million, or $0.27 per share.
       Borden's decision to restate followed comments from and discussions with
the staff of the Securities and Exchange Commission (SEC).   In response to the
views expressed by the SEC staff, Borden will classify certain expenses and
accruals as cost of goods sold or as marketing, general and administrative
expenses in the years incurred, instead of as restructuring charges in 1992.
       The 1992 and 1993 restatements will have no impact on 1994 financial
results, nor are they related to Borden's charge in the fourth quarter of
1993, which included provisions for restructuring and the planned divestment
of businesses accounting for nearly 20 percent of the Company's annual sales.

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1992 and 1993 Restatements
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Borden originally reported a 1992 pretax restructuring charge of $642.0
million.  After reclassifications and reversals, the restated 1992 charge will
be reduced by $264.8 million to $377.2 million.
      A $145.5 million portion of the reduction will be reclassified as 1992
operating expenses, as they were incurred during the year, with no effect on
full-year income.  The reclassified amounts principally include promotional
accruals, asset writedowns, and environmental and litigation charges.
      The $119.3 million balance of the reduction will be reversed, which will
decrease the Company's restated net loss for 1992 to $364.4 million.  The
reversed amount includes accruals for projects canceled subsequent to
recording of the 1992 charge and promotional accruals.
      Certain of the canceled projects and promotional accruals will represent
additional 1993 operating expenses of $59.8 million, causing the 1993 net loss
to increase to $630.7 million.
                                (Table follows)







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                                           BORDEN, INC.
                                   Consolidated Statements of Income
                                           (Unaudited)
(In millions, except per share data)
1993 1992 - ------------------------------------------------------------------------------------------------------- As Reported Restated As Reported Restated - ------------------------------------------------------------------------------------------------------- Net sales $5,506.3 $5,506.3 $5,871.7 $5,871.7 --------- --------- --------- --------- - ------------------------------------------------------------------------------------------------------- Cost of goods sold 4,078.6 4,078.6 4,263.7 4,301.9 Marketing general and administrative expenses 1,187.7 1,223.7 1,102.7 1,163.6 Restructuring charge 114.9 114.9 507.8 297.8 Interest expense 125.1 125.1 116.6 116.6 Equity in income of affiliates and minority interest 24.7 24.7 20.3 20.3 Other (income) and expense, net 23.4 23.4 (5.7) (4.0) Income taxes (13.5) (27.2) (26.2) 14.2 --------- --------- --------- --------- 5,540.9 5,563.2 5,979.2 5,910.4 --------- --------- --------- --------- - ------------------------------------------------------------------------------------------------------- Loss from continuing operations (34.6) (56.9) (107.5) (38.7) Discontinued operations: Loss from operations (51.0) (65.8) (103.1) (85.9) Loss on disposal (490.0) (490.0) -------- -------- -------- ------- Loss before extraordinary item and cumulative effect of accounting changes (575.6) (612.7) (210.6) (124.6) Extraordinary item, net (10.8) Cumulative effect of changes in accounting for: Postemployment benefits (18.0) (18.0) Postretirement benefits (189.0) (189.0) Income taxes (40.0) (40.0) -------- -------- -------- -------- Net loss $(593.6) $(630.7) $(439.6) $(364.4) ======== ======== ======== ========
- more - 4 4 - ---------------------------------------------------------------------------------------------- Per share: Loss from continuing operations $(0.25) $(0.40) $(0.75) $(0.27) Discontinued operations: Loss from operations (0.36) (0.47) (0.72) (0.60) Loss on disposal (3.47) (3.47) -------- -------- -------- -------- Loss before extraordinary item and cumulative effect of accounting changes (4.08) (4.34) (1.47) (0.87) Extraordinary item, net (0.07) Cumulative effect of changes in accounting for: Postemployment benefits (0.13) (0.13) Postretirement benefits (1.32) (1.32) Income taxes (0.28) (0.28) -------- -------- -------- -------- Net loss $(4.21) $(4.47) $(3.07) $(2.54) ======== ======== ======== ======== Average shares outstanding during the year 141.0 141.0 143.4 143.4 - ----------------------------------------------------------------------------------------------
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