UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q


 X     QUARTERLY  REPORT  PURSUANT  TO SECTION  13  OR  15(D)  OF THE SECURITIES
- ---   EXCHANGE  ACT  OF  1934.

For  the  quarterly  period  ended               March  31,  2003
                                                 ----------------


Commission  file  number                    1-71
                                            ----


                              BORDEN CHEMICAL, INC.



             New  Jersey                             13-0511250
            -----------                             ----------
 (State  or  other  jurisdiction of            (I.R.S. Employer
 incorporation  or  organization)            Identification  No.)


                    180  East  Broad  Street,  Columbus,  OH  43215
                    -----------------------------------------------
                     (Address  of  principal  executive  offices)

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

                              Not  Applicable
                              ---------------
                    (Former  name,  former  address  and  former  fiscal  year,
                         if  changed  since  last  report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports)  and  (2)  has  been  subject  to such filing
requirements  for  the  past  90  days.
Yes  X  No
    --    --

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes  No  X
                                                      ---   ---

Number  of  shares of common stock, $0.01 par value, outstanding as of the close
of  business  on  May   ,  2003:  __________




























                              BORDEN CHEMICAL, INC.

                                      INDEX







                                                                                               
PART I - FINANCIAL INFORMATION

ITEM 1.  BORDEN CHEMICAL, INC. CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated Statements of Operations and Comprehensive Income,
             three months ended March 31, 2003 and 2002                                            3
         Consolidated Balance Sheets, March 31, 2003 and December 31, 2002                         5
         Consolidated Statements of Cash Flows, three months ended March 31, 2003 and 2002         7
         Consolidated Statement of Shareholders' Deficit, three months ended March 31, 2003        9
         Notes to Consolidated Financial Statements                                               10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     18

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                26

ITEM 4. CONTROLS AND PROCEDURES                                                                   26


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                                         27

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS                                                  27

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                           27

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                       27

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                          28

             Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                30














































PART  I

ITEM  1.  BORDEN CHEMICAL,  INC.  CONSOLIDATED FINANCIAL  STATEMENTS


- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
AND  COMPREHENSIVE  INCOME  (UNAUDITED)
BORDEN  CHEMICAL,  INC.

                                                                             Three months ended March 31,
(In thousands, except per share data)                                        2003                 2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                             
  Net sales                                                             $   349,288           $  296,091
  Cost of goods sold                                                        283,454              222,471
                                                                      ---------------         -----------------

  Gross margin                                                               65,834               73,620
                                                                      ---------------         -----------------

  Distribution expense                                                       16,734               14,570
  Marketing expense                                                          10,273               10,434
  General & administrative expense                                           29,691               26,930
  Loss on sale of assets                                                        229                  -
  Business realignment expense and impairments                                1,296                4,659
  Other operating expense                                                       406                1,935
                                                                      ---------------         -----------------

  Operating income                                                            7,205               15,092
                                                                      ---------------         -----------------

  Interest expense                                                           11,340               11,787
  Affiliated interest expense, net of affiliated interest
       income of $0 and $455, respectively                                      194                  267
  Other non-operating expense (income)                                          467               (2,288)
                                                                      ---------------         -----------------

  (Loss) income before income tax and cumulative effect
       of change in accounting principle                                     (4,796)               5,326
  Income tax (benefit) expense                                               (1,391)               7,213
                                                                      ---------------         -----------------

  (Loss) before cumulative effect of change in accounting
       principle                                                             (3,405)              (1,887)

  Cumulative effect of change in accounting principle                           -                (29,825)
                                                                      ---------------         -----------------

  Net (loss)                                                            $    (3,405)          $  (31,712)
                                                                      ================        =================

  Comprehensive Income (Loss)                                           $     4,669           $  (34,283)
                                                                      ================        =================



































- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
AND  COMPREHENSIVE  INCOME  (UNAUDITED)  (CONTINUED)
BORDEN  CHEMICAL,  INC.

                                                                            Three months ended March 31,
(In thousands, except per share data)                                         2003                 2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                               
  Basic and Diluted Per Share Data
- -----------------------------------

  (Loss) before cumulative effect of change
    in accounting principle                                               $    (0.02)          $  (0.01)

  Cumulative effect of change in accounting principle                           -                 (0.15)
                                                                       -----------------      -----------------

  Net (loss)                                                              $    (0.02)          $  (0.16)
                                                                        ================      =================


  Average number of common shares outstanding
       during the period - basic and dilutive                                200,903            199,158
- ---------------------------------------------------------------------------------------------------------------



See  Notes  to  Consolidated  Financial  Statements


























































- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED  BALANCE  SHEETS  (UNAUDITED)
BORDEN  CHEMICAL,  INC.

(In  thousands)

                                                                        March 31,            December 31,
ASSETS                                                                    2003                   2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                            
CURRENT ASSETS
  Cash and equivalents                                               $   15,599            $    14,740
  Restricted cash                                                        14,848                 67,049
  Accounts receivable (less allowance for doubtful
       accounts of $12,844 in 2003 and $12,219 in 2002)                 196,786                170,822
  Accounts receivable from affiliates                                     1,701                  5,840
  Inventories:
       Finished and in-process goods                                     42,375                 45,178
       Raw materials and supplies                                        45,358                 41,079
  Deferred income taxes                                                  25,950                 28,869
  Other current assets                                                   12,320                 13,232
                                                                ------------------        --------------------
                                                                        354,937                386,809
                                                                ------------------        --------------------

INVESTMENTS AND OTHER ASSETS
  Deferred income taxes                                                 130,431                118,368
  Other assets                                                           19,521                 19,615
                                                                ------------------        --------------------
                                                                        149,952                137,983
                                                                ------------------        --------------------

PROPERTY AND EQUIPMENT
  Land                                                                   31,610                 31,964
  Buildings                                                              99,221                 98,313
  Machinery and equipment                                               658,299                649,782
                                                                ------------------        --------------------
                                                                        789,130                780,059
  Less accumulated depreciation                                        (351,569)              (340,321)
                                                                ------------------        --------------------
                                                                        437,561                439,738


GOODWILL                                                                 39,698                 39,640
OTHER INTANGIBLE ASSETS                                                   7,235                  7,610
                                                                ------------------        --------------------

TOTAL ASSETS                                                         $  989,383            $ 1,011,780
                                                                ===================       ====================
- ---------------------------------------------------------------------------------------------------------------

See  Notes  to  Consolidated  Financial  Statements


































- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED  BALANCE  SHEETS  (UNAUDITED)
BORDEN  CHEMICAL,  INC.

(In  thousands,  except  share  data)

                                                                        March 31,               December 31,
LIABILITIES AND SHAREHOLDERS' (DEFICIT)                                  2003                       2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                               
CURRENT LIABILITIES
  Accounts and drafts payable                                        $  131,880             $   113,549
  Accounts payable to affiliates                                             20                   2,580
  Debt payable within one year                                           12,024                   2,779
  Loans payable to affiliates                                            43,890                  84,680
  Other current liabilities                                              78,808                  97,932
                                                                 -------------------      ---------------------
                                                                        266,622                 301,520
                                                                 -------------------      ---------------------

OTHER LIABILITIES
  Long-term debt                                                        523,322                 523,287
  Non-pension post-employment benefit obligations                       143,360                 145,384
  Other long-term liabilities                                           212,291                 202,482
                                                                 -------------------      ---------------------
                                                                        878,973                 871,153
                                                                 -------------------      ---------------------
COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)

SHAREHOLDERS' (DEFICIT)
  Common stock - $0.01 par value: authorized 300,000,000 shares,
      Issued 200,895,628 and 200,923,628 shares in 2003 and
      2002, respectively                                                  2,009                   2,009
  Paid in capital                                                     1,184,202               1,172,344
  Receivable from parent                                               (475,660)               (463,516)
  Deferred compensation                                                  (2,381)                 (2,679)
  Accumulated other comprehensive income                               (157,563)               (165,637)
  Accumulated deficit                                                  (706,819)               (703,414)
                                                                 -------------------      ---------------------
                                                                       (156,212)               (160,893)
                                                                 -------------------      ---------------------

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)                        $  989,383             $ 1,011,780
                                                                 ===================      =====================
- ---------------------------------------------------------------------------------------------------------------

See  Notes  to  Consolidated  Financial  Statements







































- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)
BORDEN  CHEMICAL,  INC.

                                                                           Three months ended March 31,
(In thousands)                                                              2003                 2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                            
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
  Net (loss)                                                           $  (3,405)          $    (31,712)
  Adjustments to reconcile net loss to net cash from
   (used in) operating activities:
       Loss on the sale of assets                                            229                   -
       Deferred tax (benefit)                                             (9,549)                (1,237)
       Depreciation and amortization                                      11,363                 12,101
       Deferred compensation expense                                         298                   -
       Business realignment and impairments                                1,296                  4,659
       Unrealized (gain) loss on derivative mark-to-market                   264                   (516)
       Cumulative effect of change in accounting principle                   -                   29,825
  Net change in assets and liabilities:
       Trade receivables                                                 (30,445)               (14,176)
       Inventories                                                          (581)                14,386
       Trade payables                                                     14,197                (23,455)
       Income taxes                                                        3,466                 10,174
       Other assets                                                       14,042                  3,085
       Other liabilities                                                 (13,503)               (26,823)
                                                                  -------------------     ---------------------
                                                                         (12,328)               (23,689)
                                                                  -------------------     ---------------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Capital expenditures                                                    (8,099)                (9,805)
  Proceeds from the sale of assets                                           916                  3,002
  Proceeds from sale of note receivable to an affiliate                      -                  110,000
                                                                  -------------------     ---------------------
                                                                          (7,183)               103,197
                                                                  -------------------     ---------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Net short-term debt borrowings (repayments)                              9,245                   (122)
  Affiliated borrowings/receipts (repayments/loans)                      (40,790)                (5,500)
  Payment of note payable to unconsolidated subsidiary                       -                  (31,581)
  Decrease (Increase) in restricted cash                                  52,201                (38,855)
  Net (repurchases) sales of common stock from/to management                (286)                   153
                                                                  -------------------     ---------------------
                                                                          20,370                (75,905)
                                                                  -------------------     ---------------------
- ---------------------------------------------------------------------------------------------------------------








































- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)  (CONTINUED)
BORDEN  CHEMICAL,  INC.

                                                                              Three months ended March 31,
(In thousands)                                                                2003                    2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                                 
  Increase in cash and equivalents                                      $      859               $     3,603
  Cash and equivalents at beginning
  of year                                                                   14,740                    24,632
                                                                      --------------           ----------------
  Cash and equivalents at end
  of period                                                             $   15,599               $    28,235
                                                                     =================        =================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid:
       Interest, net                                                    $   16,128               $    15,861
       Income taxes, net                                                     4,692                     2,269
  Non-cash activity:
       Capital contribution by parent                                        4,250                     2,337
       Settlement of note payable to unconsolidated subsidiary                 -                       2,600
- ---------------------------------------------------------------------------------------------------------------


See  Notes  to  Consolidated  Financial  Statements


























































- -----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  (DEFICIT)  (UNAUDITED)
BORDEN  CHEMICAL,  INC.

(In  thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Accumulated
                                                                           Receivable               Other
                                                         Common   Paid-in    from      Deferred  Comprehensive  Accumulated
                                                         Stock    Capital   Parent   Compensation    Income      Deficit    Total
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002                              $2,009   $1,172,344 $(463,516) $(2,679)   $(165,637)  $(703,414) $(160,893)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Net (loss)                                                                                                       (3,405)    (3,405)

Translation adjustments and other                                                                     8,074                  8,074

                                                                                                                         ---------
COMPREHENSIVE INCOME                                                                                                         4,669
                                                                                                                         ---------

Repurchases of common stock from management                            (286)                                                  (286)

Interest accrued on notes from parent (net of tax $4,250)             7,894   (12,144)                                      (4,250)

Compensation expense on restricted stock                                                   298                                 298

Capital contribution from parent                                      4,250                                                  4,250
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003                                 $2,009   $1,184,202 $(475,660) $(2,381)   $(157,563)  $(706,819) $(156,212)
- -----------------------------------------------------------------------------------------------------------------------------------

See  Notes  to  Consolidated  Financial  Statements





















































NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(Dollars  in  thousands  except  share  and  per  share amounts and as otherwise
indicated)

1.     BACKGROUND

On March 14, 1995, affiliates of Kohlberg, Kravis Roberts & Co. ("KKR") acquired
control  of  the  Company.  In  late  1995,  the  Company  began  the process of
redesigning  its  operating  structure in order to maximize value for its owners
and divested businesses that did not fit into its long-term strategic plan.  The
Company's  sole  remaining  business  is the Chemical business, which is engaged
primarily  in  manufacturing,  processing,  purchasing  and  distributing forest
products  and  industrial resins, formaldehyde, coatings and other specialty and
industrial  chemicals  worldwide.

The  Company's  immediate  parent  is  Borden Holdings, Inc. ("BHI"), which is a
wholly  owned subsidiary of BW Holdings, LLC ("BWHLLC"), an entity controlled by
KKR.

2.     BASIS  OF  PRESENTATION

The  accompanying  unaudited  Consolidated  Financial Statements (the "Financial
Statements") include the accounts of Borden Chemical, Inc. and its subsidiaries,
after  elimination  of  intercompany  accounts  and transactions and contain all
adjustments,  which  in  the  opinion  of  management  are  necessary for a fair
presentation  of  the  results for the interim periods.  Results for the interim
periods  are  not  necessarily indicative of results for the full year.  Certain
prior year amounts have been reclassified to conform with the 2003 presentation.

The  Company  accounts for stock-based compensation under APB 25 and has adopted
the  disclosure-only  provision  of  SFAS  No.  123, "Accounting for Stock-Based
Compensation"  ("SFAS  No.  123")  and SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure,  an  amendment  to SFAS No. 123".  The
following table sets forth the required reconciliation of reported and Pro Forma
Net  Loss  and  EPS  under  SFAS  No.  148:

The  Company  accounts for stock-based compensation under APB 25 and has adopted
the  disclosure-only  provision  of  SFAS  No.  123, "Accounting for Stock-Based
Compensation"  ("SFAS  No.  123")  and SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure,  an  amendment  to SFAS No. 123".  The
following table sets forth the required reconciliation of reported and Pro Forma
Net  Loss  and  EPS  under  SFAS  No.  148:








- ------------------------------------------------------------------------------------------------------------------------
                                                                          THREE MONTHS ENDED MARCH 31,
- ------------------------------------------------------------------------------------------------------------------------
                                                                               2003                      2002
- ------------------------------------------------------------------------------------------------------------------------
                                                        

Net (Loss) applicable to common stock                               $      (3,405)               $     (31,712)
     Add:  Stock-based employee compensation expense
     included in reported net income, net of related tax
     benefit                                                                  -                           -



     Deduct: Total stock-based employee compensation
     expense determined under fair value based method for all
     awards granted since January 1, 1996, net of related tax
     effects                                                                 (33)                         -
                                                                       -------------------------------------------------
Pro Forma Net Loss                                                  $     (3,438)                 $    (31,712)
                                                                       =================================================

Average shares outstanding - basic and diluted                            200,903                      199,158

Per share as reported (basic and diluted)                           $       (0.02)               $       (0.16)
Per share pro forma (basic and diluted)                             $       (0.02)               $       (0.16)
- ------------------------------------------------------------------------------------------------------------------------




3.     BUSINESS  REALIGNMENT  EXPENSE

In  first  quarter  2003,  the Company recorded business realignment expense and
impairments  of  $1,296 consisting of business realignment expense of $1,229 and
non-cash  asset  impairment  charges  of  $67.

Provided  below  is  a  rollforward of business realignment reserve activity for
first  quarter  2003.




- --------------------------------------------------------------------------------------------------------------
                                                RESERVES                                          RESERVES
                                              DECEMBER 31,         2003            2003          MARCH 31,
                                                 2002            EXPENSE         CHARGES            2003
- --------------------------------------------------------------------------------------------------------------
                                                                                         
Plant closure costs  (1)                     $   9,568          $   955         $  2,239        $   8,284
Other severance and employee costs               3,996              274            1,793            2,477
                                             -------------      ------------     -----------      -----------
                                             $  13,564          $  1,229        $  4,032        $  10,761
- --------------------------------------------------------------------------------------------------------------

(1)     Plant  closure  costs  include  fixed  asset  write-offs, plant employee
severance  and  demolition,  environmental  and  other related costs, offset by any
pre-tax gain on the sales of assets associated with a  closed  plant.


Business realignment expense in first quarter 2003 of $1,229 consists of $955 of
plant closure costs, relating to environmental remediation for previously closed
plants in Brazil ($450), additional costs related to the closure of the melamine
crystal  business  ($181)  and  other  previous  plant  closures,  fixed  assets
write-offs  and  restructuring  programs ($324), and $274 of severance and other
employee  costs.  Plant closure costs include plant employee severance of $6 and
demolition,  environmental  and  other  costs  of  $949.

Provided  below  is  a  rollforward of business realignment reserve activity for
first  quarter  2002.



- --------------------------------------------------------------------------------------------------------------
                                                     RESERVES                                   RESERVES
                                                   DECEMBER 31,      2002         2002          MARCH 31,
                                                      2001          EXPENSE      CHARGES          2002
- --------------------------------------------------------------------------------------------------------------
                                                                                   
Plant closure costs  (1)                      $     14,067      $   4,657      $  2,120       $   16,604
Other severance and employee costs                   8,360              2         1,526            6,836
                                             --------------    ------------   ------------   -----------------
                                              $     22,427      $   4,659      $  3,646       $   23,440
- --------------------------------------------------------------------------------------------------------------


(1)     Plant  closure  costs  include  fixed  asset  write-offs,  plant  employee severance and demolition,
environmental  and  other  related  costs, offset by any pre-tax
gain  on  the  sales  of  assets  associated  with  a  closed  plant.



In  first  quarter  2002,  the  Company  had net business realignment expense of
$4,659,  which was comprised of $7,122 of plant closure costs, primarily related
to  the  closure of the melamine crystal business, and $2 of other severance and
employee  costs,  partially  offset  by  a  pre-tax  gain  on  the  sale of land
associated  with  a previously closed plant of $2,465 ($1,602 after-tax).  Plant
closure  costs  include  plant  employee  severance  of  $4,390  and demolition,
environmental  and  other  costs  of  $2,732.

4.     RESTRICTED  CASH

Restricted  cash  at  March  31,  2003  and  December  31,  2002 represents cash
collateral  related to the Company's uncommitted letter of credit facility.  The
facility  requires  the Company to provide cash collateral equivalent to 101% of
the  letters  of credit outstanding.  The Company is in the process of canceling
the  letters  of  credit  under  this  facility  and  reissuing them under a new
three-year  asset based revolving credit facility dated September 23, 2002.  The
Company  expects  this  process  to  be  completed  by  July  2003.

5.     GOODWILL  AND  INTANGIBLE  ASSETS

As  of  January  1,  2002,  the Company adopted SFAS No. 142 "Goodwill and Other
Intangible  Assets".  Consequently,  subsequent to January 1, 2002, goodwill and
identifiable  intangible  assets  with  indefinite  useful  lives  are no longer
amortized  and  identifiable  assets with finite useful lives are amortized over
their  respective  useful  lives.

Also,  in  conjunction  with  adopting  SFAS  No.  142, the Company assessed its
intangible  assets  and  tested  the carrying amount of goodwill for impairment.
The  intangible  asset  assessment  was  conducted  to  determine  whether  any
intangibles had indefinite useful lives.  The Company determined that all of its
intangible  assets  had  finite  useful lives, and that no adjustment of current
useful  lives  was  necessary.  As a result of its goodwill impairment test, the
Company  recorded  an  impairment charge of $29,825 which represents 100% of the
January  1,  2002  carrying amount related to its European reporting unit.  This
impairment  charge  is reported as the cumulative effect of change in accounting
principle  in  the  Consolidated  Statements  of Operations for the three months
ended  March  31,  2002.

6.     RESTRICTED  STOCK

During  the  first  quarter  of  2002,  the  Company granted 1,058,201 shares of
restricted  common stock to management under the Amended and Restated 1996 Stock
Purchase  and  Option  Plan.  An  additional 529,100 shares of restricted common
stock  were  granted  to  management during the remainder of the 2002 year.  The
deferred  compensation of $3,571 related to the restricted common shares granted
in  2002  is  being  amortized  over  the  three-year  vesting  period.

7.     COMPREHENSIVE  INCOME

Comprehensive  income  is  computed  as  follows:


- -------------------------------------------------------------------------------
                                               THREE MONTHS ENDED MARCH 31,
                                               2003                 2002
- -------------------------------------------------------------------------------
                                                                

Net (loss) income                          $ (3,405)           $  (31,712)
Foreign currency translation adjustments      8,074                (2,855)
Derivative activity                             -                     284
                                        ---------------        ---------------
                                          $   4,669           $   (34,283)
- -------------------------------------------------------------------------------



The  foreign currency translation adjustments in 2003 relate primarily to Canada
plus,  to  a  lesser  extent, favorable exchange rates in the United Kingdom and
Brazil.  The  foreign  currency  translation adjustments relate primarily to the
United  Kingdom  in  2002.    The  derivative  activity  amounts  represent
reclassification  into  earnings  of the original cumulative effect of change in
accounting  principle.

8.     SEGMENT  DATA

The Company reports three operating segments, as well as Corporate and other and
Businesses  sold  or  distributed.  The  operating  segments  are North American
Forest Products, North American Performance Resins and International.  The North
American  Forest  Products segment product lines include formaldehyde and forest
product  resins  with  the  key business drivers being housing starts, furniture
demand, panel production capacity and chemical sector operating conditions.  The
North  American  Performance  Resins  segment  product lines include speciality,
oilfield, industrial, nonwoven, laminate and foundry resins and UV coatings with
the  key business drivers being housing starts, auto builds, active gas drilling
rigs,  fiber  optic demand and the general industrial sector.  The International
segment  consists  of  operations in Latin America, Europe and Asia Pacific with
the  principal  countries  being  Brazil,  the  United  Kingdom,  Malaysia  and
Australia.  Product  lines  of  the International segment include forest product
and  performance resins with the key business drivers being export levels, panel
production  capacity,  housing  starts, furniture demand and the local political
environment.  Corporate and other represents general and administrative expenses
and certain expenses related to divested businesses.  Key drivers of the expense
include  inflation,  benefit  cost  and  insurance  experience  and  rates.  The
Businesses  sold,  distributed or closed segment includes the Company's melamine
crystal  business,  which  was  closed  on  January 11, 2002.  Operating results
subsequent  to  the closure date represent revenue and related expenses from the
sale  of  inventory.




















RESULTS  OF  OPERATIONS  BY  SEGMENT:
- -------------------------------------

Following  is  a  comparison of net sales, operating income (loss), depreciation
and  amortization  and EBITDA by reportable business segment for the Company for
the  three  months  ended  March  31:




NET SALES
- --------------------------------------------------------------------------------
                                              2003                    2002
- --------------------------------------------------------------------------------
                                                                 
North American Forest Products           $   178,723             $   142,951
North American Performance Resins             95,536                  86,479
International                                 75,023                  63,309
Businesses sold or distributed                     6                   3,352
                                         ------------            ---------------
                                         $   349,288             $   296,091
                                        ==============           ===============


OPERATING INCOME (LOSS)
- --------------------------------------------------------------------------------
                                              2003                    2002
- --------------------------------------------------------------------------------
                                                                 
North American Forest Products           $    13,280             $    19,628
North American Performance Resins              8,273                   9,499
International                                  5,157                   4,427
Corporate and other                          (19,033)                (14,737)
Businesses sold or distributed                  (472)                 (3,725)
                                         ------------            ---------------
                                         $     7,205             $    15,092
                                        ==============           ===============




DEPRECIATION  AND  AMORTIZATION  EXPENSE
- --------------------------------------------------------------------------------
                                              2003                    2002
- --------------------------------------------------------------------------------
                                                                 
North American Forest Products            $  4,779                 $   4,776
North American Performance Resins            2,470                     2,509
International                                2,609                     2,647
Corporate and other                          1,505                     2,169
Businesses sold or distributed                 -                         -
                                         ------------            ---------------
                                          $ 11,363                 $  12,101
                                        ==============           ===============




EBITDA  information  is presented with the Company's segment disclosures because
it  is  the  basis  for  a  primary  measure used by the Company to evaluate its
operating  results  and is determined by adding depreciation and amortization to
Operating  Income  (Loss).



EBITDA
- --------------------------------------------------------------------------------
                                              2003                    2002
- --------------------------------------------------------------------------------

                                                                 
North American Forest Products             $ 18,059                $ 24,404
North American Performance Resins            10,743                  12,008
International                                 7,766                   7,074
Corporate and other                         (17,528)                (12,568)
Businesses sold or distributed                 (472)                 (3,725)
                                         ------------            ---------------
                                           $ 18,568                $ 27,193
                                        ==============           ===============








9.     RELATED  PARTY  TRANSACTIONS

Financing  and  Investing  Arrangements
- ---------------------------------------

Borden Foods Holdings Corporation ("Foods"), an affiliate of the Company, loans
cash to the Company, under an Affiliate Borrowing Agreement. The loans are
evidenced by a demand promissory note with interest at a variable rate per year.
These loans are recorded as loans payable to affiliates in the Consolidated
Balance Sheets. Foods had $43,890 at an interest rate of 1.4375% and $84,680 at
an interest rate of 1.3125% loaned to the Company at March 31, 2003 and December
31, 2002, respectively. The Company recorded affiliated interest expense of $194
and $722 related to amounts loaned by affiliates for the three months ended
March 31, 2003 and 2002, respectively.

In first quarter 2002, the Company settled in full its note payable (the "Note")
to  BCPM  in the form of cash payments of $31,581 and $2,600 of certain set-offs
asserted  by  the Company against amounts due under the Note.  BCPM acknowledged
the validity and enforceability of certain set-offs asserted against amounts due
under  the  Note  by  the  Company; the Company waived the right to assert other
set-offs  against amounts due under the Note; and BCPM and the Company exchanged
mutual  releases  with  respect  to  the  Note.  A committee comprised solely of
independent  directors  of  BCPM,  represented  and  advised  by  separate  and
independent  counsel,  reviewed  and agreed to the above provisions. See Note 11
for  further  discussion  of  BCPM.

At  December  31, 2001, the Company had a $110,000 preferred stock investment in
Consumer  Adhesives,  an  affiliate  of  the  Company.  The  preferred stock was
redeemed  on  March  1,  2002  for  a  $110,000  note  receivable  from Consumer
Adhesives.  On  March  12,  2002,  the note receivable was sold to the Company's
parent  for  cash  of  $110,000  plus  accrued  interest  of  $455.

Foods  was a guarantor of the Company's debt until 2002.  Under the terms of the
guarantee  agreement  between  Foods  and  the  Company, Foods was automatically
released  from  the  obligation  to  guarantee  the  payment  of  the  Company's
outstanding  publicly held debt upon Foods being released from the obligation to
guarantee  the  payment  of  amounts  due  under  the  Company's $250,000 Credit
Agreement  that  expired  on  July  13,  2002.

Administrative  Service,  Management  and  Consulting  Arrangements
- -------------------------------------------------------------------

The  Company provides administrative services to Foods under a revised agreement
effective  for  2002 and beyond.  The annual fee under this agreement is $50 for
2003  and  $120  for  2002,  respectively.  Fees received for these services are
offset against the Company's general and administrative expenses and totaled $13
and  $30  for  each  of  the  three  months  ended  March  31,  2003  and  2002,
respectively.  In  addition,  the  Company pays certain costs on behalf of Foods
and  is  reimbursed  by  Foods  for  100%  of these costs.  Included in accounts
receivable  from  affiliates  at  March 31, 2003 is $152 related to these costs.

Borden  Capital, Inc. ("Capital") provided management, consulting and governance
to  the  Company,  and  the  Company provided certain administrative services to
Capital  during  2002.  Capital  charged  the  Company  an annual fee of $9,000,
payable  quarterly in arrears, which represented the net amount of Capital's fee
less the Company's fee for providing administrative services to Capital.  During
2002,  BHI  made a decision to cease the operations of Capital by the end of the
first  quarter  of 2003.  Commencing in 2003, certain management, consulting and
board services previously provided to the Company by Capital were assumed by the
Company,  while  other such services will continue to be provided to the Company
by KKR for an annual fee of $3,000.  During the quarter ended March 31, 2003 the
Company  paid KKR $750 under this arrangement while in the first quarter of 2002
the  management  fee  due  to  Capital  was  $2,250.

The Company provides certain administrative services for its parent BHI.  During
the  first quarter of 2003, the Company billed BHI $119 for such services, which
was  offset  against  the  Company's  general  and  administrative  expense.

10.     GUARANTEES  AND  INDEMNIFICATIONS

Standard  Guarantees  /  Indemnifications
- -----------------------------------------

In  the ordinary course of business, the Company enters into numerous agreements
that contain standard guarantees and indemnities whereby the Company indemnifies
another  party  for,  among  other  things,  breaches  of  representations  and
warranties.  Such  guarantees  or  indemnifications  are  granted  under various
agreements,  including  those  governing  (i)  purchases  and sales of assets or
businesses,  (ii)  leases  of  real  property,  (iii)  licenses  of intellectual
property  and  (iv)  long-term  supply  agreements.  The  guarantees  or
indemnifications issued are for the benefit of the (i) buyers in sale agreements
and sellers in purchase agreements, (ii) landlords in lease contracts, and (iii)
licensees  in  license  agreements  and  (iv)  customers  in  long-term  supply
agreements.

In addition, these parties may also be indemnified against any third party claim
resulting from the transaction that is contemplated in the underlying agreement.
While  some  of  these guarantees extend only for the duration of the underlying
agreement,  many  survive  the expiration of the term of the agreement or extend
into  perpetuity  (unless subject to a legal statute of limitations).  There are
no  specific limitations on the maximum potential amount of future payments that
the Company could be required to make under these guarantees, nor is the Company
able  to  develop an estimate of the maximum potential amount of future payments
to  be  made  under these guarantees as the triggering events are not subject to
predictability.  With  respect  to certain of the aforementioned guarantees, the
Company  has  reimbursement  agreements  from  its  parent  entity, or maintains
insurance  coverage  that  mitigates  any  potential  payments  to  be  made.

In  addition,  the  Company has agreed to indemnify KKR for any claims resulting
from  its  services to the Company.  The indemnification does not expire and the
Company  is  not  able  to  determine  a  maximum  exposure under the agreement.
However,  the Company does have an indemnification agreement from its parent for
any  amounts that it must pay under the KKR indemnity relating to World Kitchen,
Inc.,  a  former  affiliate  of  the  Company.

The Company has not entered into any significant agreement subsequent to January
1,  2003 that would require it, as a guarantor, to recognize a liability for the
fair  value  of  obligations  it  has  undertaken  in  issuing  the  guarantee.

Subsidiary  Guarantees
- ----------------------

The  Company guarantees the bank debt of one of its Brazilian subsidiaries up to
a  maximum  U.S.  equivalent  of  US  $6,700.

Warranties
- ----------

The  Company  does  not make express warranties on its products, other than that
they  comply  with the Company's specifications, and therefore does not record a
warranty liability.  Adjustments for product quality claims are not material and
in  general  are  handled  through  routine procedures and charged against sales
revenues  upon  occurrence.

11.     COMMITMENTS  AND  CONTINGENCIES

ENVIRONMENTAL  MATTERS  -  The  Company,  like  others in similar businesses, is
subject  to  extensive  Federal,  state  and  local  environmental  laws  and
regulations.  Although  the  Company's  environmental policies and practices are
designed  to  ensure  compliance  with  these  laws  and  regulations,  future
developments  and increasingly stringent regulation could require the Company to
make  additional  unforeseen  environmental  expenditures.  Accruals  for
environmental matters are recorded when it is probable that a liability has been
incurred  and  the  amount  of  the  liability  can  be  reasonably  estimated.
Environmental  accruals are routinely reviewed on an interim basis as events and
developments  warrant  and are subject to a comprehensive review annually during
the  fourth  quarter.

On  October  22,  2002  the  U.S. Bankruptcy Court for the District of  Delaware
approved a Settlement Agreement among the Company, Borden Chemicals and Plastics
Operating  Limited  Partnership  ("BCPOLP"),  BCP Management, Inc. ("BCPM"), the
U.S.  Environmental  Protection  Agency  and  the  Louisiana  Department  of
Environmental Quality, whereby the Company agreed to perform certain of BCPOLP's
obligations  with  respect  to  environmental  remediation  at BCPOLP's Geismar,
Louisiana  site.

The  Company has accrued approximately $42,800 and $44,000 at March 31, 2003 and
December  31, 2002, respectively, for all probable environmental remediation and
restoration  liabilities.  This  is  management's  best  estimate  of  these
liabilities, based on currently available information and analysis.  The Company
believes  that  it  is  reasonably  possible  that  costs  associated  with such
liabilities may exceed current reserves by amounts that may prove insignificant,
or  by  amounts,  in  the  aggregate,  of  up  to  approximately  $39,000.

Because the Company's operations involve the use, handling, processing, storage,
transportation  and  disposal  of hazardous materials, the Company is subject to
extensive environmental regulation at the Federal and State level and is exposed
to  the  risk  of claims for environmental remediation or restoration as well as
claims  of injury from direct exposure to such materials or products produced by
the  Company  and from indirect exposure when such materials or its products are
incorporated  into other companies' products.  In addition, the Company's former
ink, wallcoverings, film, phosphate mining and processing, thermoplastics, food,
dairy  and  other  manufacturing operations,  were also subject to environmental
regulations  and  posed  similar  risks  for  claims.  There can be no assurance
that,  as  a  result  of former, current or future operations, there will not be
additional  environmental  remediation  or  restoration liabilities or claims of
personal injury by employees or members of the public due to exposure or alleged
exposure  to  such  materials  or  to  the  Company's  products.

LEGAL  MATTERS  - The Company has recorded $11,900 and $10,000 in liabilities at
March  31,  2003  and  December  31,  2002,  respectively, for legal defense and
settlement  costs  that  they  believe  are  probable  and reasonably estimable.
Actual  costs  are not expected to exceed these amounts.  In addition, there has
been  increased  publicity  about  asbestos  liabilities  faced by manufacturing
companies.  As  a  result  of  the  bankruptcies  of  many  asbestos  producers,
plaintiff  attorneys  are  increasing  their  focus  on  peripheral  defendants,
including  the  Company.  The  Company  believes  it  has  adequate reserves and
insurance  and  does  not  believe  it  has  a  material  asbestos  exposure.

In  1998, pursuant to a merger and recapitalization transaction sponsored by The
Blackstone  Group ("Blackstone") and financed by Chase Manhattan Bank ("Chase"),
Borden Decorative Products Holdings, Inc. ("BDPH"), a wholly owned subsidiary of
the Company, was merged with an acquisition vehicle created by Blackstone, which
subsequently  merged  with  Imperial Wallcoverings to create Imperial Home Decor
Group  ("IHDG").  Blackstone  provided  $84,500  in  equity  and  Chase provided
$295,000  in  senior  financing.  Borden received approximately $314,400 in cash
and 11% of IHDG common stock for its interest in BDPH.  On January 5, 2000, IHDG
filed  for  reorganization  under Chapter 11 of the U. S. Bankruptcy Code.  IHDG
emerged  from bankruptcy in April 2001.  The IHDG Litigation Trust (the "Trust")
was  created  pursuant  to  the plan of reorganization in the IHDG bankruptcy to
pursue  preference  and  other  avoidance  claims  on  behalf  of  the unsecured
creditors  of  IHDG.  In  November  2001,  the Trust filed a lawsuit against the
Company  and certain of its affiliates seeking to have the IHDG recapitalization
transaction  voided  as  a fraudulent conveyance and asking for a judgment to be
entered against the Company for $314,400 plus interest, costs and attorney fees.
Discovery is pending in the case with a cut-off currently scheduled for December
2003.  The  Company  believes  it has strong defenses to the Trust's allegations
and  intends  to  defend  the  case  vigorously.

OTHER  -  The  Company's  subsidiary,  BCP  Management, Inc. ("BCPM"), filed for
protection  under Chapter 11 of the United States Bankruptcy Code, in the United
States  Bankruptcy  Court  for the District of Delaware on March 22, 2002.  BCPM
has  served  as  the  general partner of Borden Chemicals and Plastics Operating
Limited  Partnership  ("the Partnership") which was created in November 1987 and
operated  as  a  commodity chemicals producer.  On April 3, 2001 the Partnership
filed  for  protection under Chapter 11 of the United States Bankruptcy Code, in
the United States Bankruptcy Court for the District of Delaware.  On February 5,
2003,  the  U.S.  Bankruptcy  Court approved a Joint Plan of Liquidation for the
Partnership  and  BCPM (the "Joint Plan") which provided for the transfer of the
remaining  assets  of  both  entities, including preference, avoidance and other
claims  against  third  parties  (including the Company) to separate liquidating
entities  for  liquidation and distribution to their creditors.  The transfer of
the  remaining  assets  of both entities to the liquidating agents was effective
March  13, 2003.  The Company's ownership interest in BCPM has been extinguished
and  no  distributions  from  BCPM  to the Company are anticipated.  The Company
recorded charges totaling $30,000 for calendar years 2000 and 2001 to reduce the
value  of  the  Company's  investment  in  BCPM  to zero.  On April 3, 2003, the
Company  entered  into  an  agreement ("Tolling Agreement") with BCP Liquidating
LLC, ("BCP Liquidating") the successor in interest to the Partnership, extending
to  June  2,  2003  the  period within which BCP Liquidating may file preference
claims  against  the Company relating to payments made by the Partnership to the
Company within one year preceding the Partnership's bankruptcy filing.  Payments
made  by  the  Partnership to the Company in the year preceding bankruptcy total
approximately  $10,000 for products sold and services provided by the Company to
the Partnership in the ordinary course of its operations.  Based on its analysis
to date, the Company does not believe any significant amounts are recoverable as
preferences  by  BCP  Liquidating.  No  assurance  can  be  given that the above
described  claims  or  other  claims related to the bankruptcies of BCPM and the
Partnership  will  not  be  made  against  the  Company.

In  1992,  the  State  of  Sao Paolo Tax Bureau issued an assessment against the
Company's  primary  Brazilian subsidiary claiming that excise taxes were owed on
certain  intercompany  loans  made  for  centralized  cash  management purposes,
characterized  by  the  Tax  Bureau  as intercompany sales.  Since that time the
subsidiary and the Tax Bureau have held discussions and the subsidiary has filed
an  administrative  appeal  seeking cancellation of the assessment.  In December
2001,  the Administrative Court upheld the assessment in the amount of $R40,600,
including  tax,  penalties,  monetary  correction and interest, or approximately
$11,000.  In  September  2002,  the  subsidiary  filed  a second appeal with the
highest  level  administrative  court,  again  seeking  cancellation  of  the
assessment.  The Company believes it has a strong defense against the assessment
and  will  pursue the appeal vigorously; however, no assurance can be given that
the  assessment  will  not  be  upheld.

The  Company  believes,  based  upon the information it currently possesses, and
taking  into  account  its  established reserves for estimated liability and its
insurance  coverage,  that the ultimate outcome of the foregoing proceedings and
actions is unlikely to have a material adverse effect on the Company's financial
statements.












ITEM  2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS  (AMOUNTS  IN  THOUSANDS)

CRITICAL  ACCOUNTING  POLICIES
- ------------------------------

For  a  discussion  of  the  Company's  critical  accounting  policies, refer to
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  on  page  11  and Note 3 to the Consolidated Financial Statements on
page  35  of  the Company's Annual Report on Form 10-K filed with the Securities
and  Exchange  Commission  on  March  28,  2003.

RESULTS  OF  OPERATIONS  BY  SEGMENT:
- -------------------------------------

Following  is  a  comparison of net sales, operating income (loss), depreciation
and  amortization and  EBITDA by reportable business segment for the Company for
the  three  months  ended  March  31:



NET  SALES
- --------------------------------------------------------------------------------
                                               2003                     2002
- --------------------------------------------------------------------------------
                                                                  
North American Forest Products             $  178,723             $   142,951
North American Performance Resins              95,536                  86,479
International                                  75,023                  63,309
Businesses sold or distributed                      6                   3,352
                                        --------------           ---------------
                                         $    349,288             $   296,091
                                        ==============           ===============





OPERATING  INCOME  (LOSS)
- --------------------------------------------------------------------------------
                                               2003                     2002
- --------------------------------------------------------------------------------
                                                                    
North American Forest Products           $     13,280             $    19,628
North American Performance Resins               8,273                   9,499
International                                   5,157                   4,427
Corporate and other                           (19,033)                (14,737)
Businesses sold or distributed                   (472)                 (3,725)
                                        --------------           ---------------
                                         $      7,205             $    15,092
                                        ==============           ===============





DEPRECIATION  AND  AMORTIZATION  EXPENSE
- --------------------------------------------------------------------------------
                                               2003                     2002
- --------------------------------------------------------------------------------
                                                                   
North American Forest Products           $      4,779             $     4,776
North American Performance Resins               2,470                   2,509
International                                   2,609                   2,647
Corporate and other                             1,505                   2,169
Businesses sold or distributed                    -                       -
                                        --------------           ---------------
                                         $     11,363             $    12,101
                                        ==============           ===============



















EBITDA  information  is presented with the Company's segment disclosures because
it  is  the  basis  for  a  primary  measure used by the Company to evaluate its
operating  results  and is determined by adding depreciation and amortization to
Operating  Income  (Loss).



EBITDA
- -------------------------------------------------------
                                     2003          2002
- -------------------------------------------------------
                                             
North American Forest Products. .  $ 18,059   $ 24,404
North American Performance Resins    10,743     12,008
International . . . . . . . . . .     7,766      7,074
Corporate and other . . . . . . .   (17,528)   (12,568)
Businesses sold or distributed. .      (472)    (3,725)
                                   $ 18,568   $ 27,193
                                   ---------  ---------


Included  within  EBITDA  are  the  following  expenses, income, gains and loses
related  to  business realignment activities undertaken under by the Company and
certain  other  significant  charges.







SIGNIFICANT AND UNUSUAL ITEMS
IMPACTING EBITDA (1)
- ----------------------------------------------------------------------------------------------------------------------
(EXPENSE) INCOME
- ----------------------------------------------------------------------------------------------------------------------
                                                     PLANT
2003                                                CLOSURE (2)           SEVERANCE      IMPAIRMENTS          TOTAL
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                   
North American Forest Products                  $        37          $      (84)     $                  $      (47)
North American Performance
Resins                                                  (47)                                                   (47)
International                                          (642)                (14)            (67)              (723)
Corporate and other                                    (122)               (176)                              (298)
Businesses sold or distributed                         (181)                                                  (181)
                                                  -------------      -------------    -------------     --------------
     Total                                      $      (955)         $     (274)     $      (67)       $    (1,296)
                                                ===============      ==============  ===============   ================

2002
- ----
North American Forest Products                  $      (288)         $       82      $      -       $         (206)
North American Performance Resins                      (346)                 69                               (277)
International                                           150                                                    150
Corporate and other                                                        (153)                              (153)
Businesses sold or distributed                       (4,173)                                                (4,173)
                                                  -------------      -------------    -------------     --------------
Total                                           $    (4,657)         $       (2)     $      -       $       (4,659)
                                                ===============      ==============  ===============   ================


(1)     See pages 20 through 23 of the Management's Discussion and Analysis of Financial Condition and Results of Operations
for  further  information  concerning  these  items.
(2)     Plant closure costs include fixed asset write-offs, plant employee severance and demolition, environmental and other
related  costs,  offset  by  any  pre-tax  gain  on  the  sale  of  assets  associated  with  a  closed  plant.






















THREE  MONTHS  ENDED  MARCH  31,  2003  VERSUS THREE MONTHS ENDED MARCH 31, 2002







NET SALES VARIANCE                                 2003 AS A PERCENTAGE INCREASE (DECREASE) FROM 2002
- -------------------------------------------------------------------------------------------------------------
                                            VOLUME          PRICE/MIX           TRANSLATION          TOTAL
- -------------------------------------------------------------------------------------------------------------
                                                                                         
North American Forest Products               4.4%            18.8%                1.8%               25.0%
North American Performance Resins            4.4%             6.1%                                   10.5%
International                                3.5%            22.6%               (7.6%)              18.5%



North  American  Forest  Products
- ---------------------------------

North  American  Forest  Products  sales increased $35,772 or 25.0% in the first
quarter  of 2003 versus the comparable period last year.  The major component of
the  increase  was  higher selling prices for resins and formaldehyde related to
the  pass through of higher raw material prices under contracts that provide for
monthly  or  quarterly price adjustments based on published cost indices for the
Company's  primary  raw  materials.  In addition, an increase in sales volume of
formaldehyde  driven  by  strong demand in the general chemical sector accounted
for  4.4% of the year on year sales increase.  Favorable currency exchange rates
also  contributed  to  the  improved  sales  this year versus last year due to a
strengthened  Canadian  dollar.

EBITDA  decreased  by  $6,345  or  26.0% in the first quarter of 2003 versus the
comparable  period  last  year.  This decrease was attributable to significantly
higher  raw  material  costs  combined with increased processing costs resulting
from  higher  energy,  benefit  and insurance costs in the first quarter of 2003
compared  to  2002.  While  raw  material  price  increases can contractually be
passed on to customers, in periods of rising prices there is normally a negative
lag  effect  in  matching  the timing of the cost increases and contract trigger
points.  The impact of rising raw material prices and increased processing costs
more  than  offset  the  positive  effect  of  the  increase  in  volume.

North  American  Performance  Resins
- ------------------------------------

North American Performance Resins sales increased $9,057 or 10.5% in the quarter
ended March 31, 2003 as compared to the quarter ended March 31, 2002.  The major
contributor  to  this  improvement  was  increased  volumes  and improved mix in
oilfield products.  This reflects a higher percentage of premium products in the
sales  mix  as  well  as  increased  demand  due  to  an increase in natural gas
exploration  and  drilling  activity.  Specialty  resins also contributed to the
improved sales through improved mix and volume. The oilfield and specialty resin
volume improvements were partially offset by a decline in foundry resins volumes
reflecting  weak  market  conditions  in  the  automotive  sector.

EBITDA  decreased  by  $1,265  or  10.5%  in the quarter ended March 31, 2003 as
compared to the prior year comparable period.  This decrease was attributable to
higher  raw material prices in the specialty resins products partially offset by
the improved volumes and mix in oilfield products.  The impact of higher energy,
benefit  and  insurance  costs  on  processing  costs  were  offset by synergies
realized  from  the  2001  foundry  acquisition.

International
- -------------

International  sales  increased  $11,714  or  18.5% in the first quarter of 2003
versus the comparable period for the prior year.  Europe, Latin America and Asia
Pacific  all  contributed  to  the  increase with Europe reflecting strong price
increases  and  currency exchange gains partially offset by a volume decline due
to  the  continued  difficult  market  environment.  Latin America showed strong
price  improvement  and  volume  gains  which  were  largely  offset by currency
exchange  losses,  while Asia Pacific reflected improvement in price, volume and
currency exchange gains.  For all three markets, the major reason for the strong
price  improvement  relates  to  the  pass  through  of significantly higher raw
material  prices.

EBITDA from International businesses increased $692 or 9.8% in the quarter ended
March  31,  2003  versus  the  comparable  period  last  year.  The  increase is
primarily  attributable  to  the  strong  improvement  in  gross margin in Latin
America resulting from pricing and volume growth and, a $1,100 reserve reduction
due  to a revised estimate of the potential liability related to the importation
of  inventory,  partially offset by the exchange losses as well as the increased
environmental  remediation  costs  related  to previously closed plants in Latin
America in 2003 as compared to 2002.  The 2002 significant and unusual items for
International  consist of a gain on the sale of land in Europe largely offset by
additional  expenses  required  for plant closings and severance in Europe.  The
increased  expense  for  plant closings was partially offset by foreign exchange
gains  from  Europe and strong performance by the forest products group in Latin
America,  tempered  by  exchange  losses.



Corporate  and  other
- ---------------------

Corporate  and other expenses increased $4,960 to a loss of $17,528 in the first
quarter  of  2003.  The  increase  in  expense  is  primarily  attributable  to
significantly  higher  pension,  post-retirement  and  insurance  benefit costs,
additional  legal  reserves  due  to  higher  than expected settlement costs and
higher  revised  estimates  for  general  insurance.  The  increased  costs were
partially  offset  by a reduction in management fees this year versus last year.

See Liquidity for a discussion of amendments the Company has made to its medical
benefit plan, effective September 1, 2003.  As a result, the Company anticipates
that  expenses  related  to  post-retirement  health benefits will be reduced by
approximately  $10,000  per  year  in  future  periods  as  compared  to expense
anticipated  under  the  pre-amended  retiree  medical  plan.

Business  disposed  of
- ----------------------

The Businesses disposed of represents the disposition of remaining inventory and
other  assets  of  the  melamine  crystal  business subsequent to its closure on
January  11,  2002,  with the activity in first quarter 2003 being significantly
lower  than  2002.  As  part  of  its ongoing business strategy the Company will
continue  to  review  certain  business  realignment  activities  and  engage in
discussions  with  third parties regarding possible acquisitions, joint ventures
and  divestitures  in  order  to  manage  and  enhance its product portfolio and
further  its  strategic  objectives.  Success in identifying and completing such
activities and transactions could assist the Company in maintaining or improving
its  competitive  position  as  well  as possibly improve its revenues, decrease
costs  and  improve  profits.


NON-OPERATING  EXPENSES  AND  INCOME  TAXES
- -------------------------------------------

Following  is  a comparison of non-operating expenses for the three months ended
March  31,  2003  and  2002:




- -----------------------------------------------------------------------------------
                                            Three months ended March 31,
                                             ----------------------------
                                            2003                        2002
                                                                  
- -----------------------------------------------------------------------------------
Interest expense                         $  11,340                    $ 11,787
Affiliated interest expense, net               194                         267
Other non-operating expense (income)           467                      (2,288)
                                        --------------             ----------------
                                         $  12,001                    $  9,766
- -----------------------------------------------------------------------------------


Non-operating  expenses  increased $2,235 to $12,001 for the quarter ended March
31,  2003  from  $9,766 for the prior year's quarter.  The increase is primarily
attributable to lower affiliated dividend income of $1,512 this year versus last
year,  derivative  mark-to-market  expense  this year of $264 versus income last
year  of  $516,  offset  partially  by  a  $520 decrease in interest expense and
affiliated  interest  expense  due  to lower borrowings and lower interest rates
this  year.


Following  is a comparison of income tax (benefit) expense related to continuing
operations  for  the  three  months  ended  March  31,  2003  and  2002:




- -----------------------------------------------------------------------------------
                                                THREE MONTHS ENDED MARCH 31,
                                                    2003             2002
- -----------------------------------------------------------------------------------
                                                                
Income tax (benefit) expense                      $(1,391)          $7,213
Effective tax rate                                     29%             135%
- -----------------------------------------------------------------------------------



The  2003  effective  tax  rate  reflects  higher effective tax rates in various
international  jurisdictions.

The  2002  effective  tax  rate reflects a higher portion of income derived from
foreign  operations  and the effect of higher tax rates in foreign jurisdictions
as  well  as  additional valuation allowances against foreign net operating loss
carryforwards.

CASH  FLOWS:
- ------------

Cash  provided  by  (used  in):


- -----------------------------------------------------------------------------------
                                               THREE MONTHS ENDED MARCH 31,
                                                2003                  2002
- -----------------------------------------------------------------------------------
                                                                
Operating activities                     $  (12,328)              $  (23,689)
Investing activities                         (7,183)                 103,197
Financing activities                         20,370                  (75,905)
                                        ----------------         ------------------
Net change in cash and cash equivalents $       859               $    3,603
- -----------------------------------------------------------------------------------




Operating  Activities
- ---------------------

Operating  activities  used  cash of $12,328 in the first quarter of 2003 versus
using  cash of $23,689 in the first quarter of 2002.  The use of cash in 2003 is
primarily  attributable to the increase in trade receivables partially offset by
an  increase in trade payables.  The increase in receivables is in line with the
increased  sales  for  the  quarter while the increase in payables is due to the
significant  increase in raw material costs experienced during the first quarter
of  2003.  The use of cash in 2002 of $23,689 was attributable to a reduction in
payables  due  to  the timing of payments and reduced payment terms with new raw
material  suppliers.  The  increase  in  receivables was due to higher affiliate
balances and a slow down in collections and was offset by reduction in inventory
due  to  lower  raw  material  costs.

Investing  Activities
- ---------------------

Investing  activities  used  cash of $7,183 in the March 31, 2003 quarter versus
providing  cash  of  $103,197  in  the  comparable  quarter  of  2002.  Capital
expenditures,  net  of proceeds from miscellaneous asset sales, accounts for the
outflow of cash and was the only investing activity in 2003. In 2002 the Company
sold  a $110,000 note receivable from Consumer Adhesives to the Company's parent
for  cash.  This  sale, net of capital expenditures, accounted for the inflow of
cash  in  the  prior  year  quarter.

Financing  Activities
- ---------------------

Financing  activity  provided cash of $20,370 in the 2003 quarter as compared to
using  cash  of $75,905 in the 2002 comparable quarter.  During the 2003 quarter
the  Company  converted  letters of credit from the uncommitted letter of credit
facility  (see  Liquidity  and  Capital  Resources  section)  to  the New Credit
Facility thereby releasing restricted cash of $52,201 which was used to pay down
affiliated  borrowings.  Also  in 2003 short term borrowings were made primarily
by the United Kingdom subsidiary.  In 2002, the Company issued letters of credit
under  the uncommitted letter of credit facility thereby restricting cash in the
amount  of $38,855 and paid off a note to BCPM, an unconsolidated subsidiary, in
the  amount  of  $31,581  plus  repaid  affiliated  borrowings  of  $5,500.

LIQUIDITY  AND  CAPITAL  RESOURCES
- ----------------------------------

The  Company  entered into a three-year asset based revolving credit facility on
September  23,  2002  (the  "New  Credit  Facility") that provides for a maximum
borrowing  of  $175,000.  The  New  Credit  Facility replaced the prior $250,000
Credit  Facility  that expired on July 13, 2002 and will replace the uncommitted
letter  of  credit  facility  discussed  below.

The New Credit Facility is secured with inventory and accounts receivable in the
United  States,  Canada  and  the  United  Kingdom and a portion of property and
equipment  in  Canada  and the United Kingdom.  The New Credit Facility contains
restrictions  on  dividends,  limitations on borrowings from affiliates ($30,000
after  all  letters  of  credit  are  reissued  under  this  facility),  capital
expenditures  ($65,000  in 2003) and payment of management fees ($5,000 per year
in  2003 and beyond) in addition to a minimum trailing twelve-month fixed charge
coverage  ratio  of  1.5  to 1.0 if aggregate availability is less than $25,000,
1.25  to 1.0 if aggregate availability is between $25,000 and $50,000 and 1.1 to
1.0  if aggregate availability is between $50,000 and $75,000.  In addition, the
New  Credit  Facility  provides that when aggregate availability exceeds $75,000
there  is  no  fixed  charge coverage ratio requirements.  At March 31, 2003 the
Company  was  in  compliance  and  expects  to  remain  in  compliance with all
covenants.


Under  the  uncommitted  letter  of  credit  facility, the Company provides cash
collateral  equivalent  to  101% of letters of credit outstanding, or $14,848 at
March  31, 2003.  This amount was classified as restricted cash on the
Consolidated  Balance  Sheet  as of March 31, 2003.  The letters of credit under
this  facility  are in the process of being cancelled and reissued under the New
Credit Facility, a process the Company expects to complete by July of this year.
As  the  cash  collateral becomes unrestricted, the Company has used the cash to
repay  borrowings  from  Foods.

The Company has borrowed $43,890 from Foods at an interest rate of 1.4375% as of
March  31,  2003.  When  all  letters  of credit under the uncommitted letter of
credit  facility  have  been  cancelled,  the  New  Credit  Facility  limits the
borrowings  from  affiliates  to  a  maximum of $30,000.  Currently, outstanding
letters  of  credit under the uncommitted letter of credit facility are deducted
from  the  maximum  borrowing  allowable to determine the borrowing availability
under  the  New  Credit  Facility.  Maximum  borrowing  allowable  is calculated
monthly and is based upon specified percentages of eligible accounts receivable,
inventory  and  fixed  assets.  As  of  March  31,  2003,  the maximum borrowing
allowable under the New Credit Facility was $146,336 of which $64,190 was unused
and  available.

In  the  fourth quarter of 2002, the Company purchased $7,368 of its outstanding
publicly  held bonds for $4,510 plus fees.  The Company and or affiliates of the
Company,  including  entities controlled by KKR, may in the future, depending on
market  conditions, purchase additional senior unsecured notes of the Company in
the  open  market  or  by  other  means.

The  Company  has  updated  its  projections  of  the  minimum  annual  funding
requirements  imposed  by  Federal  laws and regulations with regard to the U.S.
benefit  obligations  of  its  defined  benefit pension plans through 2008.  The
assumptions utilized in updating its projections included an 8.0% annual rate of
return on assets for the years 2003 through 2008 and the continuation of current
law  and plan provisions.  The updated minimum annual funding requirements range
from  $0  in  2003  to  approximately  $24,000  in  2006  with  a  total funding
requirement  for  the  six  years  ended  in  2008  of  $88,000.

On April 23, 2003, the Company amended its medical benefit plan (as permitted by
its  terms)  such  that,  effective  September 1, 2003, medical benefits will no
longer  be  provided to the Company's retirees and their dependents who are over
age  65.  The  Company has made an arrangement with a major benefits provider to
offer  affected  retirees  and  their  dependents  continued  access  to medical
coverage, including coverage for pre-existing conditions.  The Company currently
intends to subsidize a portion of the cost of coverage for affected retirees and
dependents  for  an  indefinite period of time to assist retirees' transition to
alternative  medical  coverage.  The Company has reserved the right to continue,
terminate  or reduce the subsidy provided to affected retirees and dependents in
the  future.

As  a  result of these actions, the Company estimates that its liability related
to  providing  post-retirement medical benefits will be reduced by approximately
$75,000  and  that  cash outflows and expense will be decreased by approximately
$10,000 per year as compared to the costs and cash outlays anticipated under the
pre-amended  retiree  medical  benefit  plan.

The  Company  will  adjust any applicable unrecognized prior service benefit for
the impact of the amendment and will amortize such adjustment over the estimated
remaining  years  of  service  until  participants  reach  full  eligibility.

During  the  first  quarter of 2003 raw material price increases, rising utility
costs  and  increased  benefit  and  general  insurance  costs  continued to put
pressure  on  the  Company's margins.  While the Company was able to obtain some
selling  price  relief,  in  most  segments the raw material price increases and
other  cost  increases  outstripped  the  ability  to  increase  sales  prices.

The Company does believe that the economy will return to a more normal trend and
raw  material  prices will stabilize within the near to mid-term but there is no
assurance  that  this  will  happen.  Given  this  uncertainty,  the  Company is
exploring opportunities to reduce capital expenditures and reduce infrastructure
costs to improve cash flows and profitability and assure adequate liquidity.  In
addition,  the  Company  is  exploring  options to reduce outstanding letters of
credit  and  by  so  doing, increase aggregate availability under the New Credit
Facility.  The increase in availability will provide the Company with additional
borrowing capacity and potentially reduce or eliminate the fixed charge covenant
requirement.





RECENT  ACCOUNTING  PRONOUNCEMENTS
- ----------------------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  143,  "Accounting for Asset
Retirement  Obligations," which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  Under this Statement, an asset retirement
obligation  is  recognized  at  its  fair  value  in  the  period in which it is
incurred.  Asset retirement costs are capitalized as part of the carrying amount
of  the  long-lived  asset  and  a related amortization expense is recognized in
future  periods.  This  Statement  is  effective  for  the Company for financial
statements issued for fiscal years beginning after January 1, 2003.  The Company
has  adopted  SFAS  No. 143 effective January 1, 2003 and implementation did not
have  a  significant  impact on its results of operation or financial condition.

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4,
44  and 64, Amendment of FASB Statement No. 13, and Technical Correction".  This
statement  rescinds  the  aforementioned Statements and amends SFAS No. 13.  The
provisions  of  this Statement related to SFAS No. 4 "Reporting Gains and Losses
from  Extinguishment of Debt" are effective for fiscal years beginning after May
15,  2002 but early application is encouraged.  The Company has adopted SFAS No.
145  and  reported a gain of $2,741 in the fourth quarter of 2002 related to the
repurchase  of  its  publicly  held  bonds.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities."  This Statement nullifies Emerging Issue Task
Force  Issue  No.  94-3, "Liability Recognition for Certain Employee Termination
Benefits  and  Other Costs to Exit an Activity (including Certain Costs Incurred
in  a Restructuring)."  The principle difference between this Statement and EITF
94-3  relates  to  the  requirements  for recognition of the liability for costs
associated  with exit or disposal activities.  Specifically, the liability for a
cost associated with an exit or disposal activity is no longer recognized at the
commitment  date.  Instead,  the  liability  is recognized when the liability is
incurred  as  defined  by  FASB  Concept  Statement No. 6, Elements of Financial
Statements.  The provisions of this Statement are effective for exit or disposal
activities initiated after December 31, 2002, with early application encouraged.
Retroactive  application of this Statement is prohibited.  Any exit and disposal
activities  initiated  under  EITF 94-3 shall continue to be accounted for under
the  provisions  of this EITF.  The Company will follow the guidelines set forth
in  SFAS  No.  146  for all new exit activities initiated after January 1, 2003.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness  of Others" ("FIN 45").  FIN 45 requires a guarantor to recognize a
liability,  at the inception of the guarantee, for the fair value of obligations
it  has  undertaken  in  issuing  the  guarantee  and also include more detailed
disclosures  with  respect  to  guarantees.  FIN  45 is effective for guarantees
issued  or modified after December 31, 2002.  The disclosure requirements of FIN
45  are  effective for financial statements for interim or annual periods ending
after  December  15,  2002.  The  Company  has  adopted  FIN 45 and included the
additional  requirements  with  respect  to  guarantees  in  Note  10  to  the
Consolidated  Financial  Statements.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition  and Disclosure".  SFAS No. 148 provides alternative
methods  of  transition for a voluntary change to the fair value based method of
accounting  for  stock-based  employee  compensation  and  amends the disclosure
requirements  of  SFAS  No. 123.  The transition provisions of this SFAS No. 148
are  effective for fiscal years ending after December 15, 2002.  The Company has
elected  not  to voluntarily change to the fair value based method of accounting
for  stock-based  compensation  until a consensus is reached on the methodology.
The Company has included the additional disclosure requirements in Note 2 to the
Consolidated  Financial  Statements.

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable  Interest  Entities"  ("FIN 46") to expand upon and strengthen existing
accounting  guidance  that  addresses  when  a  company  should  include  in its
financial  statements, the assets, liabilities and activities of another entity.
FIN  No.  46  requires  existing unconsolidated variable interest entities to be
consolidated  by  their primary beneficiaries if the entities do not effectively
disperse risks among parties involved.  The consolidation requirements of FIN 46
apply  immediately  to variable interest entities created after January 31, 2003
and to older entities in the first fiscal year or interim period beginning after
June  15,  2003.    The  Company has no variable interest entities and therefore
the  implementation  of  FIN  46  will  not  have  an  impact  on its results of
operations  and  financial  condition.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities".  This  statement  amends and
clarifies  financial  accounting  and  reporting  for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities  under  SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities".  The clarification provisions of this statement require
that contracts with comparable characteristics be accounted for similarly.  This
statement  is  effective  for  any new derivative instruments entered into after
June  30,  2003.  The  Company  is  in  the process of determining the impact of
adopting  this  Statement.


FORWARD-LOOKING  AND  CAUTIONARY  STATEMENTS
- --------------------------------------------

The  Company  and  its  officers  may,  from  time to time, make written or oral
statements regarding the future performance of the Company, including statements
contained  in  the Company's filing with the Securities and Exchange Commission.
Investors should be aware that these statements are based on currently available
financial,  economic,  and competitive data and on current business plans.  Such
statements  are  inherently uncertain and investors should recognize that events
could  cause  the  Company's  actual  results  to  differ  materially from those
projected  in  forward-looking  statements  made by or on behalf of the Company.
Such risks and uncertainties are primarily in the areas of results of operations
by  business  unit,  liquidity,  legal  and  environmental  liabilities.








































































ITEM  3:  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

There  have  been  no  material changes since December 31, 2002 in the Company's
market  risk.

ITEM  4:  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosures  Controls  and  Procedures:  The  Company's
President  and  Chief  Executive  Officer and Executive Vice President and Chief
Financial  Officer,  after  evaluating  the  effectiveness  of  the  Company's
disclosure  controls and procedures (also defined in the Securities and Exchange
act  of  1934  Rules  13a  -  14(c) and 15-d - 14 (c)) as of a date ("Evaluation
Date")  within  90 days before this filing date of this Quarterly Report on Form
10-Q,  have  concluded that, as of the Evaluation Date, the Company's disclosure
controls  and  procedures  were  effective  and designed to ensure that material
information  relating  to the Company and its consolidated subsidiaries would be
made  known  to  them  by  others  within  those  entities.

(b)     Changes  in  Internal Controls: There were no significant changes in the
Company's  internal controls or in other factors that could significantly affect
these  controls  subsequent  to  the  date  of  such  evaluation,  including any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.
































































PART  II

ITEM  1:  LEGAL  PROCEEDINGS

In  connection with the bankruptcies of BCP Management, Inc. ("BCPM") and Borden
Chemicals  and  Plastics  Operating Limited Partnership ("the Partnership"), the
Company,  on  April 3, 2003 entered into an agreement ("Tolling Agreement") with
BCP  Liquidating  LLC,  ("BCP  Liquidating")  the  successor  in interest to the
Partnership,  extending  to June 2, 2003 the period within which BCP Liquidating
may  file preference claims against the Company relating to payments made by the
Partnership  to  the  Company  within  one  year  preceding  the  Partnership's
bankruptcy  filing.  Payments made by the Partnership to the Company in the year
preceding  bankruptcy total approximately $10,000 for products sold and services
provided  by  the  Company  to  the  Partnership  in  the ordinary course of its
operations.  Based  on  its  analysis  to date, the Company does not believe any
significant  amounts  are  recoverable  as  preferences by BCP Liquidating.  The
Tolling  Agreement  may  be  extended  for additional periods, if necessary.  No
assurance  can  be given that the above described claims or other claims related
to  the  bankruptcies  of  BCPM and the Partnership will not be made against the
Company.  (See  Note  11  to  the  Consolidated  Financial  Statements)

There  have been no other material developments during the first quarter of 2003
in  the  ongoing  legal  proceedings  that are discussed in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  December  31,  2002.

The  Company is involved in other litigation throughout the United States, which
is  considered  to  be  in  the  ordinary  course  of  the  Company's  business.

The  Company  believes,  based  on  the  information it presently possesses, and
taking  into  account  its  established reserves for estimated liability and its
insurance  coverage,  that the ultimate outcome of its pending legal proceedings
are  unlikely  to  have  a  materially adverse effect on the Company's financial
statements  or  operating  results.

ITEM  2:  CHANGE  IN  SECURITIES  AND  USE  OF  PROCEEDS

There  were  no  changes  in  securities  during  the  first  quarter  of  2003.

ITEM  3:  DEFAULTS  UPON  SENIOR  SECURITIES

There  were  no  defaults on senior securities during the first quarter of 2003.

ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  shareholders of the Company voted by unanimous written consent on two items
on  March  14,  2003:

1.     the  reelection  of  eleven  directors
2.     approval  of the 1996 Stock Purchase and Option Plan for Key Employees of
Borden  Chemical,  Inc.  and  Subsidiaries,  as  amended.

The  eleven directors reelected by unanimous vote are: Brian F. Carroll, William
H.  Carter,  Kevin  M.  Kelley,  C.  Robert  Kidder,  Henry  R. Kravis, Craig O.
Morrison,  Paul  J.  Norris,  George  R.  Roberts, John K. Saer, Jr., William F.
Stoll,  Jr.,  and  Scott  M.  Stuart.

The  1996  Stock  Purchase and Option Plan for Key Employees of Borden Chemical,
Inc.  and  Subsidiaries,  as  amended  was  also  approved  by  unanimous  vote.

ITEM  6:  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON FORM 8-K

a.     Exhibits

(99)  Certificate  pursuant  to  18  U.S.C. Section 1350, as Adopted Pursuant to
         Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

b.     Reports  on  Form  8-K

There  were  no  reports  on  Form  8-K  filed during the first quarter of 2003.


















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  CHEMICAL,  INC.




     Date: May 14, 2003                            By: /s/ William H. Carter
                                                       -----------------------

                                                  William  H.  Carter
                                                  Executive  Vice  President and
                                                  Chief  Financial  Officer
                                                  (Principal  Financial Officer)



































































           CERTIFICATION OF FINANCIAL STATEMENTS AND INTERNAL CONTROLS

I,  Craig  O.  Morrison,  certify  that:

1.     I  have  reviewed  this quarterly report on Form 10-Q of Borden Chemical,
Inc.  (BCI);

2.     Based on my knowledge, the financial statements do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects the financial condition and results of operations and cash flows of BCI
as  of,  and  for,  the  periods  presented  in  this  quarterly  report;

4.     BCI's other certifying officer and I are responsible for establishing and
maintaining  disclosure  controls  and  procedures  (as  defined in Exchange Act
Rules  13a-14  and  15d-14)  for  BCI  and  we  have:

     a. designed such disclosure controls and procedures to ensure that material
        information relating to BCI is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;


     b. evaluated  the  effectiveness of BCI's disclosure controls and
        procedures within  90  days  prior  to  the  filing  date  of
        this  quarterly report (the "Evaluation  Date");  and

     c. presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of the disclosure controls and procedures based on our
        evaluation as  of  the  Evaluation  Date;

5.     BCI's  other  certifying  officer and I have disclosed, based on our most
recent  evaluation,  to BCI's auditors and to the audit committee of BCI's board
of  directors:

     a. All  significant  deficiencies  in  the  design  or operation of
        internal         controls  which  could adversely affect the issuer's
        ability to record,         process, summarize  and  report financial
        data and have identified for BCI's auditors any material  weaknesses
        in  internal  controls;  and

     b. Any  fraud,  whether  or  not material, that involves management or
        other employees  who  have  a  significant  role  in  the BCI's
        internal controls; and

6.     BCI's  other  certifying  officer  and I have indicated in this quarterly
report  whether or not there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.





                    /s/ Craig O. Morrison              May 14,  2003
                    ----------------------             Date
                    Craig  O.  Morrison
                    Chief  Executive  Officer



























           CERTIFICATION OF FINANCIAL STATEMENTS AND INTERNAL CONTROLS

I,  William  H.  Carter,  certify  that:

1.     I  have  reviewed  this quarterly report on Form 10-Q of Borden Chemical,
Inc.  (BCI);

2.     Based on my knowledge, the financial statements do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects the financial condition and results of operations and cash flows of BCI
as  of,  and  for,  the  periods  presented  in  this  quarterly  report;

4.     BCI's other certifying officer and I are responsible for establishing and
maintaining  disclosure  controls  and  procedures  (as  defined in Exchange Act
Rules  13a-14  and  15d-14)  for  BCI  and  we  have:

     a. designed  such disclosure controls and procedures to ensure that
        material information relating to BCI is made known to us by
        others within those entities, particularly during the period in which
        this quarterly report is being prepared;

    b.  evaluated  the  effectiveness of BCI's disclosure controls and
        procedures within  90  days  prior  to  the  filing  date  of
        this  quarterly report (the "Evaluation  Date");  and

     c. presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of the disclosure controls and procedures based on our
        evaluation as  of  the  Evaluation  Date;

5.     BCI's  other  certifying  officer and I have disclosed, based on our most
recent  evaluation,  to BCI's auditors and to the audit committee of BCI's board
of  directors:

     a. All  significant  deficiencies  in  the  design  or operation of
        internal controls  which  could adversely affect the issuer's
        ability to record, process, summarize  and  report financial
        data and have identified for  BCI's auditors any material  weaknesses
        in  internal  controls;  and

     b. Any  fraud,  whether  or  not material, that involves management or
        other employees  who  have  a  significant  role  in  the BCI's internal
        controls; and

6.     BCI's  other  certifying  officer  and I have indicated in this quarterly
report  whether or not there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


                    /s/ William H. Carter         May 14,  2003
                    --------------------          Date
                   William  H.  Carter
                   Chief  Financial  Officer





































                                                       Exhibit  99




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the  Quarterly  Report  of Borden Chemical, Inc. (the
"Company")  on  Form  10-Q for the period ended March 31, 2003 as filed with the
Securities  and  Exchange  Commission  on  the  date  hereof (the "Report"), the
undersigned, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section  906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

1.     The  Report  fully  complies with the requirements of Section 13(a) or 15
(d)  of  the  Securities  Exchange  Act  of  1934;  and

2.     The  information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.


/s/ Craig O. Morrison                            /s/ William H. Carter
- ---------------------                            ----------------------
Craig  O.  Morrison                              William  H.  Carter
Chief  Executive  Officer                        Chief  Financial  Officer
May  14,  2003                                   May  14,  2003















A  signed  original  of  this written statement required by Section 906 has been
provided  to Borden Chemical, Inc. and will be retained by Borden Chemical, Inc.
and  furnished  to  the  Securities  and  Exchange  Commission or its staff upon
request.