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     June  30,  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  August  11,  2003:  200,895,628





























                              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 June 30, 2003 and 2002                                                    3
 Consolidated Statements of Operations and Comprehensive Income,
   six months ended June 30, 2003 and 2002                                                      4
 Consolidated Balance Sheets, June 30, 2003 and December 31, 2002                               5
 Consolidated Statements of Cash Flows, six months ended June 30, 2003 and 2002                 7
 Consolidated Statement of Shareholders' Deficit, six months ended June 30, 2003                8
 Notes to Consolidated Financial Statements                                                     9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                             28

ITEM 4. CONTROLS AND PROCEDURES                                                                28


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                                      29

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS                                               29

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                        29

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                    29

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                      29










































PART  I

ITEM  1.  BORDEN  CHEMICAL,  INC.  CONSOLIDATED  FINANCIAL  STATEMENTS


- ---------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
AND  COMPREHENSIVE  INCOME  (UNAUDITED)
BORDEN  CHEMICAL,  INC.
                                                                Three months ended June 30,
(In thousands, except per share data)                       2003                         2002
- ---------------------------------------------------------------------------------------------------
                                                                                      
Net sales                                                $ 370,763                     $ 309,567
Cost of goods sold                                         298,014                       236,390
                                                         -----------                  ------------

Gross margin                                                72,749                        73,177
                                                         -----------                  ------------

Distribution expense                                        16,651                        15,546
Marketing expense                                           10,886                        11,108
General & administrative expense                            22,098                        22,551
Business realignment expense and impairments                   125                         5,401
Other operating expense                                      3,031                         6,585
                                                         -----------                  ------------

Operating income                                            19,958                        11,986
                                                         -----------                  ------------

Interest expense                                            11,499                        12,180
Affiliated interest expense                                    129                           349
Other non-operating expense (income)                           535                        (1,572)
                                                         -----------                  ------------

Income before income tax                                     7,795                         1,029
Income tax benefit                                         (12,355)                       (1,669)
                                                         -----------                  ------------

Net income                                               $  20,150                     $   2,698
                                                         ===========                  ============

Comprehensive Income                                     $  35,089                     $     419
                                                         ===========                  ============

Basic and Diluted Per Share Data
- ----------------------------------

Net income                                               $    0.10                     $    0.01
                                                         ===========                  ============


Average number of common shares outstanding
     during the period - basic and dilutive                 200,896                      200,684

- ---------------------------------------------------------------------------------------------------

See  Notes  to  Consolidated  Financial  Statements































- --------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
AND  COMPREHENSIVE  INCOME  (UNAUDITED)
BORDEN  CHEMICAL,  INC.
                                                                Six months ended June 30,
(In thousands, except per share data)                           2003                   2002
- -------------------------------------------------------------------------------------------------
                                                                                  
     Net sales                                              $  720,051             $  605,658
     Cost of goods sold                                        581,468                458,861
                                                            --------------         --------------

     Gross margin                                              138,583                146,797
                                                            --------------         --------------

     Distribution expense                                       33,385                 30,116
     Marketing expense                                          21,159                 21,542
     General & administrative expense                           51,789                 49,480
     Business realignment expense and impairments                1,421                 10,060
     Other operating expense                                     3,666                  8,521
                                                            --------------         --------------

     Operating income                                           27,163                 27,078
                                                            --------------         --------------

     Interest expense                                           22,839                 23,967
     Affiliated interest expense, net of affiliated interest
        income of $ 0 and $455, respectively                       323                    616
     Other non-operating expense (income)                        1,002                 (3,860)
                                                            --------------         --------------

     Income  before  income  tax  and  cumulative  effect
        of  change  in  accounting  principle                    2,999                  6,355
     Income tax (benefit) expense                              (13,746)                 5,544
                                                            --------------         --------------

     Income before cumulative effect of change in accounting
        principle                                               16,745                    811

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

     Net income (loss)                                      $   16,745             $  (29,014)
                                                            ==============         ==============

     Comprehensive Income (Loss)                            $   39,758             $  (33,864)
                                                            ==============         ==============

     Basic  and  Diluted  Per  Share  Data
     -------------------------------------

     Income  before  cumulative  effect  of  change
        in accounting principle                             $     0.08             $     0.00

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

     Net income (loss)                                      $     0.08             $    (0.15)
                                                            ==============         ==============

     Average  number  of  common  shares  outstanding
        during the period - basic and dilutive                 200,900                200,009

- --------------------------------------------------------------------------------------------------


See  Notes  to  Consolidated  Financial  Statements




















- ------------------------------------------------------------------------------------------------------------
CONSOLIDATED  BALANCE  SHEETS
BORDEN  CHEMICAL,  INC.
(In thousands)                                                (Unaudited)
                                                                June 30,                   December 31,
ASSETS                                                           2003                         2002
- ------------------------------------------------------------------------------------------------------------
                                                                                           
CURRENT  ASSETS
    Cash and equivalents                                     $   13,270                      $  14,740
    Restricted cash                                               1,768                         67,049
    Accounts  receivable  (less  allowance  for  doubtful
      accounts of $12,990 in 2003 and $12,219 in 2002)          204,342                        170,822
    Accounts receivable from affiliates                             455                          5,840
    Inventories:
      Finished and in-process goods                              47,398                         45,178
      Raw materials and supplies                                 39,765                         41,079
    Deferred income taxes                                        26,382                         28,869
    Other current assets                                          9,460                         13,232
                                                            ---------------                -----------------
                                                                342,840                        386,809
                                                            ---------------                -----------------

INVESTMENTS  AND  OTHER  ASSETS
    Deferred income taxes                                       143,557                        118,368
    Other assets                                                 19,776                         19,615
                                                            ---------------                -----------------
                                                                163,333                        137,983
                                                            ---------------                -----------------

PROPERTY  AND  EQUIPMENT
    Land                                                         31,863                         31,964
    Buildings                                                   101,630                         98,313
    Machinery and equipment                                     679,369                        649,782
                                                            ---------------                -----------------
                                                                812,862                        780,059
    Less accumulated depreciation                              (367,669)                      (340,321)
                                                            ---------------                -----------------
                                                                445,193                        439,738


GOODWILL                                                         39,768                         39,640
OTHER INTANGIBLE ASSETS                                           6,859                          7,610
                                                            ---------------                -----------------

TOTAL ASSETS                                                 $  997,993                      $1,011,780
                                                            ===============                =================
- ------------------------------------------------------------------------------------------------------------
See  Notes  to  Consolidated  Financial  Statements









































- ------------------------------------------------------------------------------------------------------
CONSOLIDATED  BALANCE  SHEETS
BORDEN  CHEMICAL,  INC.

(In thousands, except share data)                                (Unaudited)
                                                                  June 30,           December 31,
LIABILITIES AND SHAREHOLDERS' DEFICIT                              2003                  2002
- ------------------------------------------------------------------------------------------------------
                                                                                        
CURRENT  LIABILITIES
    Accounts and drafts payable                               $    128,024         $    113,549
    Accounts payable to affiliates                                     200                2,580
    Debt payable within one year                                     2,208                2,779
    Loans payable to affiliates                                     33,298               84,680
    Other current liabilities                                       84,129               97,932
                                                              --------------       ---------------
                                                                   247,859              301,520
                                                              --------------       ---------------

OTHER  LIABILITIES
    Long-term debt                                                 522,657              523,287
    Non-pension post-employment benefit obligations                140,609              145,384
    Other long-term liabilities                                    207,693              202,482
                                                              --------------       ---------------
                                                                   870,959              871,153
                                                              --------------       ---------------
COMMITMENTS  AND  CONTINGENCIES  (SEE  NOTE  10)

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                                              1,196,347            1,172,344
    Receivable from parent                                        (487,805)            (463,516)
    Deferred compensation                                           (2,083)              (2,679)
    Accumulated other comprehensive income                        (142,624)            (165,637)
    Accumulated deficit                                           (686,669)            (703,414)
                                                              --------------       ---------------
                                                                  (120,825)            (160,893)
                                                              --------------       ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                   $    997,993         $  1,011,780
                                                              ==============       ===============
- ------------------------------------------------------------------------------------------------------

See  Notes  to  Consolidated  Financial  Statements








































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

                                                                              Six months ended June 30,
(In thousands)                                                            2003                       2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                                 
CASH  FLOWS  (USED  IN)  OPERATING  ACTIVITIES
    Net income (loss)                                                 $   16,745                 $   (29,014)
    Adjustments  to  reconcile  net  loss  to  net  cash
    (used  in)  operating  activities:
        Deferred tax benefit                                             (23,532)                     (4,394)
        Depreciation and amortization                                     22,906                      24,118
        Business realignment and impairments                               1,421                      10,060
        Cumulative effect of change in accounting principle                  -                        29,825
        Other non-cash adjustments                                         1,796                        (870)
    Net  change  in  assets  and  liabilities:
        Accounts receivable                                              (30,744)                    (10,811)
        Inventories                                                        2,859                       8,433
        Accounts and drafts payable                                        6,318                     (15,327)
        Income taxes                                                       3,808                       8,770
        Other assets                                                      13,637                       6,379
        Other liabilities                                                (15,706)                    (28,363)
                                                                     --------------              --------------
                                                                            (492)                     (1,194)
                                                                     --------------              --------------
CASH  FLOWS  (USED  IN)  FROM  INVESTING  ACTIVITIES
    Capital expenditures                                                 (15,621)                    (18,813)
    Proceeds from sale of note receivable to an affiliate                    -                       110,000
    Proceeds from the sale of assets                                       2,231                       7,854
                                                                     --------------              --------------
                                                                         (13,390)                     99,041
                                                                     --------------              --------------
CASH  FLOWS  FROM  (USED  IN)  FINANCING  ACTIVITIES
    Net short-term debt (repayments) borrowings                           (1,456)                      1,326
    Borrowings of long-term debt                                             255                         -
    Repayment of long-term debt                                               -                         (563)
    Affiliated (repayments/loans) borrowings/receipts                    (51,382)                     19,870
    Payment of note payable to unconsolidated subsidiary                      -                      (31,581)
    Decrease (increase) in restricted cash                                65,281                     (80,378)
    Net (repurchases) sales of common stock from/to management              (286)                        387
                                                                     --------------              --------------
                                                                          12,412                     (90,939)
                                                                     --------------              --------------
    (Decrease) increase in cash and equivalents                           (1,470)                      6,908
    Cash  and  equivalents  at  beginning
        of year                                                           14,740                      24,632
                                                                     --------------              --------------
    Cash  and  equivalents  at  end
        of period                                                      $  13,270                 $    31,540
                                                                     ==============              ==============
SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION
    Cash  paid:
        Interest, net                                                 $  22,493                  $    23,681
        Income taxes, net                                                 6,019                        5,873
    Non-cash  activity:
        Capital contribution by parent                                    8,501                        6,959
        Settlement of note payable to unconsolidated subsidiary             -                          2,600
- ---------------------------------------------------------------------------------------------------------------


See  Notes  to  Consolidated  Financial  Statements






















- -----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  DEFICIT  AND  COMPREHENSIVE  INCOME
(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 income                                                                                                       16,745     16,745

Translation adjustments and other                                                                     23,013                23,013

                                                                                                                          ---------
COMPREHENSIVE INCOME                                                                                                        39,758
                                                                                                                          ---------

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

Interest accrued on notes from parent (net of tax $8,501)             15,788    (24,289)                                    (8,501)

Capital contribution from parent                                       8,501                                                 8,501

Compensation expense on restricted stock                                                      596                              596
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2003                                   $ 2,009 $ 1,196,347 $ (487,805) $ (2,083) $(142,624) $(686,669) $(120,825)
- -----------------------------------------------------------------------------------------------------------------------------------


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 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 Statement of Financial Accounting Standards
("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
reconciliation of reported and Pro Forma Net Loss and EPS under SFAS No. 148:




- ----------------------------------------------------------------------------------------------------------------------

                                                            THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                               JUNE 30,                                 JUNE, 30
- ----------------------------------------------------------------------------------------------------------------------
                                                          2003           2002                     2003            2002
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                      

Net income (loss) applicable to common stock          $  20,150       $  2,698                $  16,745     $  (29,014)
Add: Stock-based employee compensation expense
included in reported net income, net of
related tax benefit                                          67            -                        67             -
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           (56)           (24)                    (56)            (24)
                                                     -----------------------------------------------------------------

Pro Forma net income (loss)                           $  20,161       $  2,674                $ 16,756      $  (29,038)
                                                     =================================================================

Average shares outstanding - basic                      200,896        200,684                 200,900         200,009

Average shares outstanding -fully diluted               200,896        200,684                 200,900         200,009

Per share as reported (basic and diluted)             $    0.10       $   0.01                $   0.08      $    (0.15)
Per share pro forma (basic and diluted)               $    0.10       $   0.01                $   0.08      $    (0.15)
- ----------------------------------------------------------------------------------------------------------------------




















3.     BUSINESS  REALIGNMENT  EXPENSE

In the first half of 2003, the Company recorded business realignment expense and
impairments  of  $1,421 consisting of business realignment expense of $1,270 and
non-cash  asset  impairment  charges  of  $151.

Provided below is a rollforward of business realignment reserve activity for the
first  six  months  of  2003:



- ---------------------------------------------------------------------------------------------------------------
                                               RESERVES             2003                              RESERVES
                                             DECEMBER 31,         (INCOME)          2003               JUNE 30,
                                                 2002              EXPENSE         CHARGES              2003
- ---------------------------------------------------------------------------------------------------------------
                                                                                              
Plant closure costs  (1)                    $  9,568             $  (843)        $  (2,814)          $  5,911
Other severance and employee costs             3,996               2,113            (2,824)             3,285
                                            ---------            ---------       ----------          ---------
                                            $ 13,564             $ 1,270         $  (5,638)          $  9,196
- ---------------------------------------------------------------------------------------------------------------



(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 2003 of $1,270 consists of severance and other
employee costs of $2,113 for new headcount reduction programs, a net reduction
of reserves of $1,574 for a previously closed plant that was sold in the second
quarter, a gain on the sale of a previously closed plant of $568, environmental
remediation costs of $894 for previously closed plants in Brazil and other
previous plant closure costs, fixed asset write-offs and realignment program
costs of $405. Plant closure costs include a reduction in plant employee
severance reserves of $749, a gain on the sale of a previously closed plant of
$568 and demolition, environmental and other costs of $474.

In June 2003, the Company initiated a realignment program designed to reduce
operating expenses and increase organizational efficiency. Upon completion, the
program is expected to reduce total worldwide employment by eight percent, or
approximately 200 people. Severance costs related to this program of $1,716 were
included as part of business realignment expense and $2,470 in general and
administrative expenses in the second quarter of 2003. The Company anticipates
the program will be completed by mid-2004. The Company expects to continue to
incur costs during the second half of 2003 and 2004 related to this program.

The  Company  also  recorded  asset impairments of $151 related to its Colombian
operations  in  the  first  six  months  of  2003.

Provided  below  is  a  rollforward of business realignment reserve activity for
first  six  months  of  2002:




- ---------------------------------------------------------------------------------------------------------------
                                                RESERVES                                            RESERVES
                                              DECEMBER 31,         2002            2002             JUNE 30,
                                                2001              EXPENSE         CHARGES             2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                             
Plant closure costs  (1)                    $  14,067          $  8,794        $  (8,084)         $  14,777
Other severance and employee costs              8,360             1,266           (2,867)             6,759
                                            ------------       -----------     ------------       -----------
                                            $  22,427          $ 10,060        $ (10,951)         $  21,536
- ---------------------------------------------------------------------------------------------------------------


(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  the  first  six  months  of  2002,  the Company had net business realignment
expense  of  $10,060,  which  was  comprised  of $11,259 of plant closure costs,
primarily related to the closure of the melamine crystal business, and $1,266 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.  Plant closure
costs  include  plant employee severance of $8,718 and demolition, environmental
and  other  costs  of  $2,541.


4.     RESTRICTED  CASH

Restricted  cash  at  June  30,  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 three-year
asset  based  revolving  credit  facility dated September 23, 2002.  The Company
completed  this  process  in  early  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 six months ended
June  30,  2002.

6.     COMPREHENSIVE  INCOME

Comprehensive  income  is  computed  as  follows:



- ---------------------------------------------------------------------------------------------------------------
                                                      THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                        JUNE 30,                              JUNE, 30
- ---------------------------------------------------------------------------------------------------------------
                                                    2003           2002                  2003         2002
- ---------------------------------------------------------------------------------------------------------------
                                                                                           
Net income (loss)                             $    20,150       $  2,698             $  16,745    $  (29,014)
Foreign currency translation adjustments           14,939         (2,564)               23,013        (5,419)
Derivative activity                                  -               285                  -              569
                                              -----------------------------------------------------------------
                                              $    35,089       $    419             $  39,758    $  (33,864)
- ---------------------------------------------------------------------------------------------------------------



The  foreign  currency  translation  adjustments  in  2003  relate  primarily to
favorable exchange rates in Canada and Latin America.  The 2002 foreign currency
translation  adjustments  relate  primarily  to  the  United  Kingdom  and Latin
America, partially offset by favorable exchange rates in Canada.  The derivative
activity  amounts  represent  reclassification  into  earnings  of  the original
cumulative  effect  of change in accounting principle related to the adoption of
SFAS No. 133.

7.     SEGMENT  DATA

The Company reports three operating segments, as well as Corporate and other and
Divested businesses.  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 specialty, 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  wage  and  benefit costs inflation, and insurance experience and rates.
The  Divested  businesses  segment  includes  the  Company's  melamine  crystal
business,  which  was  closed  on  January 11, 2002 and subsequently sold in the
second  quarter  of  2003.  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) and depreciation
and  amortization  by  reportable business segment for the Company for the three
months  and  six  months  ended  June  30:


NET SALES



- ---------------------------------------------------------------------------------------------------------------------
                                                    THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                       JUNE 30,                                     JUNE 30,
- ---------------------------------------------------------------------------------------------------------------------
                                                 2003          2002                            2003           2002
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                   
North American Forest Products               $  201,012     $  155,293                    $  379,735      $  298,244
North American Performance Resins                93,401         86,432                       188,937         172,911
International                                    76,350         65,017                       151,373         128,326
Divested businesses                                -             2,825                             6           6,177
                                             ----------     ----------                    ----------      -----------
                                             $  370,763     $  309,567                    $  720,051      $  605,658
                                             ==========     ==========                    ==========      ===========


OPERATING INCOME (LOSS)


- ---------------------------------------------------------------------------------------------------------------------
                                                    THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                        JUNE 30,                                     JUNE 30,
- ---------------------------------------------------------------------------------------------------------------------
                                                  2003          2002                           2003        2002
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                
North American Forest Products               $   19,867     $   19,679                    $   33,147      $   39,307
North American Performance Resins                10,621          8,962                        18,894          18,461
International                                     3,511          4,298                         8,668           8,725
Corporate and other                             (16,351)       (19,783)                      (35,384)        (34,520)
Divested businesses                               2,310         (1,170)                        1,838          (4,895)
                                             ----------     ----------                    ----------      -----------
                                             $   19,958     $   11,986                    $   27,163      $   27,078
                                             ==========     ==========                    ==========      ===========



DEPRECIATION AND AMORTIZATION EXPENSE


- ---------------------------------------------------------------------------------------------------------------------
                                                    THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                       JUNE 30,                                    JUNE 30,
- ---------------------------------------------------------------------------------------------------------------------
                                                  2003          2002                           2003     2002
- ---------------------------------------------------------------------------------------------------------------------
                                                                                           
North American Forest Products               $    4,890     $    4,815                    $    9,669      $    9,591
North American Performance Resins                 2,458          2,415                         4,928           4,924
International                                     2,696          2,674                         5,305           5,321
Corporate and other                               1,499          2,113                         3,004           4,282
                                             ----------     ----------                    ----------      -----------
                                             $   11,543     $   12,017                    $   22,906      $   24,118
                                             ==========     ==========                    ==========      ===========






















8.     RELATED PARTY TRANSACTIONS

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

Borden  Foods Holdings Corporation ("Foods"), an affiliate of the Company, loans
cash  to  the  Company  and  HA-International, LLC ("HAI"), a consolidated joint
venture  of  the  Company,  under affiliate borrowing agreements.  The loans are
evidenced  by  demand promissory notes with interest at variable rates per year.
These  loans  are  recorded  as  loans payable to affiliates in the Consolidated
Balance  Sheets.  Foods  had $33,298 and $84,680, at interest rates ranging from
1.3125%  to 4.75%, loaned, in aggregate, to the Company and HAI at June 30, 2003
and  December  31, 2002, respectively.  The Company recorded affiliated interest
expense  of  $129 and $349 related to amounts loaned by affiliates for the three
months  ended June 30, 2003 and 2002, respectively, and $323 and $1,071  related
to amounts loaned by affiliates for the six months ended June 30, 2003 and 2002,
respectively.

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

The  Company provides administrative services to Foods under a revised agreement
effective  for  2002  and  beyond.  Fees  received for these services are offset
against  the  Company's  general and administrative expenses and totaled $25 and
$60 for the six months ended June 30, 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 June
30, 2003 and December 31, 2002 is $84 and $1,375, respectively, 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.  This  decision  resulted  in immediate recognition by
Capital  of  incremental expenses and liabilities related primarily to severance
and  rent  obligations.  These incremental expenses were the legal obligation of
and  were  funded  by  Capital.  The  Company's  share  of Capital's incremental
expenses  was  $5,500, and the Company recognized its share of these expenses as
an  additional management fee from Capital in the second quarter of 2002.  Since
the  Company  was not responsible for settling these liabilities, the charge was
recorded  as  a  capital  contribution  to  the  Company  by  BHI.

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  first  half  of  2003,  the Company had accrued $1,500 for
amounts  due  to  KKR under this arrangement while in the first half of 2002 the
Capital  management  fee  accrued  was  $4,500.

The  Company  provides  certain  administrative  services  for  BWHLLC and other
affiliates  under  a  service agreement dated January 1, 2003.  During the first
half  of  2003, the Company has charged BWHLLC $270 for such services, which was
offset  against  the  Company's  general  and  administrative  expense.

9.     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 and its affiliates.  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.

10.     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.

The  Company  has accrued approximately $42,000 and $44,000 at June 30, 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  $38,000.

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.  Various  government  agencies
continue  to  conduct  formaldehyde  health  research and promulgate regulations
designed  to  control  its use. In particular, results from several epidemiology
study  updates  are  pending  and the state of California is considering product
emission standards for panel products and Massachusetts is considering including
formaldehyde  in  a  proposed  toxics  use  reduction bill. The Company supports
appropriate  scientific  research  and  risk-based policy decision-making and is
working  with  industry groups to ensure that governmental regulations are based
on  sound  scientific information. The Company believes that it has programs and
processes  in  place  to  effectively manage the increased attention and provide
compliant  and  cost-effective  resins  systems  to  its  customer  base.


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 $8,800 and $10,000 in liabilities at
June  30,  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.  The amounts include
asbestos  liabilities,  reflecting the fact that as a result of the bankruptcies
of  many  asbestos  producers, plaintiff attorneys are increasing their focus on
peripheral defendants, including the Company.  Nonetheless, 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 proceeding in the case with a cut-off currently scheduled for April
2004.  The  Company  believes  it has strong defenses to the Trust's allegations
and  intends  to  defend  the  case  vigorously.

OTHER  -  The  Company's former 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  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.  The Company entered into an
agreement  with  BCP  Liquidating  LLC,  ("BCP  Liquidating")  the  successor in
interest  to  the  Partnership,  extending to October 3, 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 $6,000 for services
provided  and  products  sold  by the Company to the Partnership in the ordinary
course  of  its  operations  and  an  additional  $4,000  related  to  payments
erroneously  made  to BCP by the Company's customers due to incorrect remittance
information in the customer records.  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  and  six  months  ended  June  30:

NET  SALES




- -----------------------------------------------------------------------------------------------------------
                                              THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                  JUNE 30,                                  JUNE 30,
- -----------------------------------------------------------------------------------------------------------
                                             2003          2002                       2003         2002
- -----------------------------------------------------------------------------------------------------------
                                                                                        
North American Forest Products         $  201,012      $   155,293                $  379,735   $  298,244
North American Performance Resins          93,401           86,432                   188,937      172,911
International                              76,350           65,017                   151,373      128,326
Divested businesses                          -               2,825                         6        6,177
                                       ----------      -----------                ----------   ------------
                                       $  370,763      $   309,567                $  720,051   $  605,658
                                       ==========      ===========                ==========   ============




OPERATING  INCOME  (LOSS)



- -----------------------------------------------------------------------------------------------------------
                                              THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                  JUNE 30,                                 JUNE 30,
- -----------------------------------------------------------------------------------------------------------
                                            2003          2002                       2003          2002
- -----------------------------------------------------------------------------------------------------------
                                                                                        
North American Forest Products         $   19,867      $    19,679                $   33,147   $   39,307
North American Performance Resins          10,621            8,962                    18,894       18,461
International                               3,511            4,298                     8,668        8,725
Corporate and other                       (16,351)         (19,783)                  (35,384)     (34,520)
Divested businesses                         2,310           (1,170)                    1,838       (4,895)
                                       ----------      -----------                ----------   ------------
                                       $   19,958       $   11,986                $   27,163   $   27,078
                                       ==========      ===========                ==========   ============



DEPRECIATION  AND  AMORTIZATION  EXPENSE


- -----------------------------------------------------------------------------------------------------------
                                              THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                  JUNE 30,                                 JUNE 30,
- -----------------------------------------------------------------------------------------------------------
                                              2003          2002                     2003          2002
- -----------------------------------------------------------------------------------------------------------
                                                                                         
North American Forest Products         $    4,890       $    4,815                $    9,669   $    9,591
North American Performance Resins           2,458            2,415                     4,928        4,924
International                               2,696            2,674                     5,305        5,321
Corporate and other                         1,499            2,113                     3,004        4,282
                                       ----------      -----------                ----------   ------------
                                       $   11,543       $   12,017                $   22,906   $   24,118
                                       ==========      ===========                ==========   ============





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


- -----------------------------------------------------------------------------------------------------------
                                                       THREE MONTHS ENDED           SIX  MONTHS  ENDED
                                                            JUNE 30,                     JUNE 30,
- -----------------------------------------------------------------------------------------------------------
                                                      2003          2002           2003           2002
- -----------------------------------------------------------------------------------------------------------
                                                                                       
North American Forest Products                    $  24,757     $  24,494      $  42,816       $  48,898
North American Performance Resins                    13,079        11,377         23,822          23,385
International                                         6,207         6,972         13,973          14,046
Corporate and other                                 (14,852)      (17,670)       (32,380)        (30,238)
Divested businesses                                   2,310        (1,170)         1,838          (4,895)
Other non-operating (expense) income (1)              (874)           995         (1,541)          2,820
                                                  ----------    ----------     -----------     ------------
     Total                                           30,627        24,998         48,528          54,016
                                                  ==========    ==========     ===========     ============

(1)     See  page  23  for  a  discussion  of  other non-operating (expense) income.


Included  within  EBITDA  for  the  second  quarter  are the following expenses,
income,  gains  and losses related to business realignment activities undertaken
by  the  Company,  as  well  as  certain  other  charges.



- ------------------------------------------------------------------------------------------------------------
BUSINESS  REALIGNMENT  AND  OTHER
INCOME  (EXPENSE)
- ------------------------------------------------------------------------------------------------------------
                                                                                        
QUARTER ENDED  JUNE 30, 2003
- -----------------------------                    PLANT
                                               CLOSURE (1)    SEVERANCE   IMPAIRMENTS     OTHER       TOTAL
- ------------------------------------------------------------------------------------------------------------

North American Forest Products                $   661       $   150      $     -      $   (570)(2)  $   241
North  American  Performance  Resins             (116)         (310)           -            -          (426)
International                                  (1,048)         (157)         (84)           -        (1,289)
Corporate  and  other                             (24)       (1,522)           -        (1,900)(2)   (3,446)
Divested  businesses                            2,325           -              -           (15)(3)    2,310
                                              ----------    ---------    ---------   ---------    ----------
Total                                           1,798       $(1,839)     $   (84)     $ (2,485)     $(2,610)
                                              ==========    =========    =========    ==========   =========


QUARTER MONTHS ENDED  JUNE  30,  2002
- -------------------------------

North  American  Forest  Products             $   (572)     $   -        $     -     $      -      $   (572)
North  American Performance Resins                (289)        (702)           -            -          (991)
International                                   (2,368)         -              -            -        (2,368)
Corporate  and  other                              -           (562)           -        (5,500)(4)   (6,062)
Divested  businesses                              (908)         -              -          (262)(3)   (1,170)
                                              ----------    ---------    ---------   ----------    ---------
     Total                                    $ (4,137)     $(1,264)     $     -     $  (5,762)    $(11,163)
                                              ==========    =========    =========    =========    =========

(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  sale  of  assets  associated  with  a  closed  plant.
(2)     Primarily  represents  severance  expense  incurred  by  the Company for
        positions  to  be  replaced.
(3)     Represents  expenses  incurred related to the wind down of the Company's
        melamine  operations.
(4)     Represents an additional management fee of $5,500 related to the wind
        down of  Borden  Capital.












Included  within  EBITDA  for  the  six  months  ended June 30 are the following
expenses,  income,  gains  and losses related to business realignment activities
undertaken  by  the  Company,  as  well  as  certain  other  charges.



BUSINESS REALIGNMENT AND OTHER
- --------------------------------------------------------------------------------------------------------------
INCOME (EXPENSE)
- --------------------------------------------------------------------------------------------------------------

SIX MONTHS ENDED JUNE 30, 2003                   PLANT
- ---------------------------                    CLOSURE (1)    SEVERANCE   IMPAIRMENTS     OTHER       TOTAL
- --------------------------------------------------------------------------------------------------------------
                                                                                       
North American Forest Products                $   698       $    66      $    -       $    (570)(2) $    194
North American Performance Resins                (163)         (310)          -             -           (473)
International                                  (1,690)         (171)        (151)           -         (2,012)
Corporate and other                              (146)       (1,698)          -          (1,900)(2)   (3,744)
Divested businesses                             2,144            -            -            (306)(3)    1,838
                                              ----------    ---------    ---------    ----------   -----------
     Total                                    $   843      $ (2,113)     $  (151)     $  (2,776)    $ (4,197)
                                              ==========    =========    =========    ==========    ==========


SIX MONTHS ENDED JUNE 30, 2002
- ----------------------------------

North American Forest Products                $  (860)     $     82      $    -       $     -      $   (778)
North American Performance Resins                (635)         (633)          -             -        (1,268)
International                                  (2,218)           -            -             -        (2,218)
Corporate and other                               -            (715)          -          (5,500)(4)  (6,215)
Divested businesses                            (5,081)           -            -             186 (3)  (4,895)
                                              ----------    ---------    ---------    ----------   -----------
     Total                                    $(8,794)     $ (1,266)     $    -       $  (5,314)   $(15,374)
                                              ==========    =========    =========    ==========    ==========



(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  sale  of  assets  associated  with  a  closed  plant.
(2)     Primarily  represents  severance  expense  incurred  by  the  Company  for  positions  to  be  replaced.
(3)     Represents  expenses  (income)  recognized  related  to  the  wind  down  of  the  Company's  melamine operations.
(4)     Represents  an additional management  fee  of  $5,500  related  to  the  wind  down  of  Borden  Capital.




RECONCILIATION  OF  EBITDA  TO  NET  INCOME  (LOSS)


- --------------------------------------------------------------------------------------------
                                             THREE MONTHS ENDED      SIX  MONTHS  ENDED
                                                  JUNE 30,               JUNE 30,
- --------------------------------------------------------------------------------------------
                                            2003          2002        2003         2002
- --------------------------------------------------------------------------------------------
                                                                         
EBITDA                                   $  30,627    $  24,998   $  48,528     $  54,016
Depreciation and amortization              (11,543)     (12,017)    (22,906)      (24,118)
Interest expense, net                      (11,289)     (11,952)    (22,623)      (23,543)
Income tax benefit (expense)                12,355        1,669      13,746        (5,544)
Cumulative effect of change in
      accounting principle                     -           -           -          (29,825)
                                          ---------  -----------   ----------   ------------
               Net income (loss)            20,150        2,698      16,745       (29,014)
                                          =========  ===========   ==========   ============


















THREE  MONTHS ENDED  JUNE  30, 2003  VERSUS  THREE  MONTHS ENDED  JUNE 30,  2002



NET SALES VARIANCE                                  2003 AS A PERCENTAGE INCREASE (DECREASE) FROM 2002
- ------------------------------------------------------------------------------------------------------------
                                                  VOLUME          PRICE/MIX     TRANSLATION     TOTAL
- ------------------------------------------------------------------------------------------------------------
                                                                                     
North American Forest Products                    (2.2)%           28.3%            3.3%        29.4%
North American Performance Resins                 (0.8)%            8.8%            0.1%         8.1%
International                                     (6.9)%           22.4%            1.9%        17.4%



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

North  American  Forest  Products sales increased $45,719 or 29.4% in the second
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.  Favorable  currency  exchange  rates  also
contributed  to  the  improved  sales  due  to  a  strengthened Canadian dollar.
Partially  offsetting  these  increases was a mild decline in sales volume.  The
decreased  sales  volume  was  due  to  a decline in demand for resins partially
offset  by  improved  formaldehyde  volumes.

EBITDA  increased  by  $263  or  1.1%  in  the second quarter of 2003 versus the
comparable  period  last  year.   The increase was driven by improved margins in
2003  as higher raw material prices were able to be contractually passed through
to  customers.  Favorable  exchange  rates due to a strengthened Canadian dollar
also  contributed  to  the improvement in EBITDA.  Offsetting these improvements
was  a  decline  in volume and increased processing, freight costs and severance
expense  incurred  related to a realignment plan initiated in June 2003 of $570.
The  increase  in  processing costs was a result of higher energy, insurance and
employee  benefit costs.  The increase in freight costs was principally a result
of  changes  in  mix  of  customers  in  formaldehyde  sales.

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

North  American Performance Resins sales increased $6,969 or 8.1% in the quarter
ended  June  30,  2003  as  compared  to  the  quarter ended June 30, 2002.  The
improvement  in  sales was primarily due to higher selling prices resulting from
the  passing on of a portion of the raw material cost increases and improved mix
in  oilfield  products.  Improved  sales volumes in oilfield products, due to an
increase in natural gas exploration and drilling activity, were more than offset
by  declining  sales volumes in specialty resins and foundry products reflecting
weak  market  conditions  in  the automotive, electronics and laminated flooring
market  segments.

EBITDA  increased  by  $1,702  or  15.0%  in  the quarter ended June 30, 2003 as
compared  to the prior year comparable period.  The improvement was attributable
to  decreased  general  and  administrative  expenses and processing costs.  The
improvement  in  general  and administrative expenses was due primarily to lower
headcount  in  2003 than 2002 and the absence of bad debt costs incurred in 2002
due  to  customer  bankruptcies.  The  impact  of  higher  energy, insurance and
employee  benefit  costs  on processing costs were more than offset by synergies
realized  from  the  2001  foundry  acquisition.  These EBITDA improvements were
partially  offset by reduced margins and higher freight costs.  The reduction in
margins  was  due to the Company's inability to pass through all the increase of
raw  material  prices to customers.  The increase in freight costs was primarily
the  result  of  increased costs incurred to meet customer requirements and fuel
surcharges  in  the  oilfield  product  lines.

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

International  sales  increased  $11,333  or 17.4% in the second quarter of 2003
versus the comparable period for the prior year.  Europe, Asia Pacific and Latin
America  all  contributed  to  the  increase.  Price  increases, due to the pass
through  of  significantly higher raw material prices, in all three markets were
the  primary  reason  for  the  improvement  in  net  sales.  Favorable currency
translation in Europe and Asia Pacific contributed to the net sales increase but
were  largely  offset  by  unfavorable currency translation in Latin America.  A
decline  in volumes occurred in all three markets, with Latin America having the
most  significant  losses  due  to  a  decline in the consumer adhesives market.

EBITDA  from  International  businesses  decreased  $765 or 11.0% in the quarter
ended  June  30,  2003  versus the comparable period last year.  This decline is
primarily  due  to  a  reduction  in  volumes,  mainly  in  Latin America.  Also
contributing  to  the  decline  were  unfavorable  currency translation in Latin
America  and  reduced  margins,  primarily  in  Europe,  as price increases that
occurred  early  in  the  second  quarter  were not able to be passed through to
customer due to the difficult market environment.  These declines were partially
offset by improved general and administrative expenses due to a $2,345 favorable
settlement  of  a  Brazilian  foreign  exchange  claim  in  May 2003 and reduced
expenses  relating  to  plants  closed  in  prior  years  in  Latin  America.

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

Corporate  and  other  expenses  decreased $2,818 in the second quarter of 2003.
The improvement is primarily due to a $2,826 favorable settlement of a Brazilian
foreign  exchange claim settled in 2003 related to a business previously sold by
the  Company  and  a reduction in management fees from 2002 of $7,000, including
$5,500 related to the wind down of Borden Capital.  The benefit of the Brazilian
foreign  exchange  claim  settlement  included in Corporate and other relates to
businesses  previously  sold  by the Company.  These improvements were partially
offset  by severance expense incurred related to a realignment plan initiated in
June  2003  of  $3,422,  and  increased  pension  and  general  insurance costs.

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 for 9 years as compared to expense anticipated
under  the  pre-amended  retiree  medical  plan.

Divested  businesses
- --------------------

Divested  businesses  represent the disposition of remaining inventory and other
assets of the melamine crystal business subsequent to its closure on January 11,
2002.  The  Company  sold  the melamine crystal business to a third party in the
second quarter of 2003.  The Company recorded a gain on the sale of the business
and  reversed  reserves related to liabilities that the buyer assumed as part of
the  sale  agreement.


SIX  MONTHS  ENDED  JUNE  30,  2003  VERSUS  SIX  MONTHS  ENDED  JUNE  30,  2002


NET SALES VARIANCE                                  2003 AS A PERCENTAGE INCREASE (DECREASE) FROM 2002
- ------------------------------------------------------------------------------------------------------------
                                                  VOLUME          PRICE/MIX     TRANSLATION     TOTAL
- ------------------------------------------------------------------------------------------------------------
                                                                                     
North American Forest Products                     1.0%           23.7%            2.6%        27.3%
North American Performance Resins                  1.8%            7.4%            0.1%         9.3%
International                                     (1.7)%          22.5%           (2.8)%       18.0%



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

North  American  Forest  Products  sales increased $81,491 or 27.3% in the first
half  of  2003 versus the comparable period last year.  The primary 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  and quarterly price adjustments based on published cost indices for the
Company's  primary  raw  materials.  Additionally,  favorable  currency exchange
rates  contributed  to  the  improvement  in  sales  as  the  Canadian  dollar
strengthened  versus  last year.  A modest increase in volumes in the first half
of  the  year  due  to improved market conditions in the general chemical sector
also  contributed  to  the  sales  improvement.

EBITDA  decreased  by  $6,082  or  12.4%  in  the  first half of 2003 versus the
comparable  period  last  year.  The  major  drivers  of the EBITDA decline were
increased  processing  costs  and  significantly  higher  raw  material  prices
resulting  in  lower margins.  The increased processing costs were the result of
higher energy, benefit and insurance costs in the first half 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 cost increases and contract trigger points.  These
declines  were  partially  offset  by  a  modest  increase  in  sales  volume.

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

North  American Performance Resins sales increased $16,026 or 9.3% in the period
ended  June 30, 2003 as compared to the prior year comparable period.  Increased
volumes  and  improved mix in oilfield products was the major contributor to the
improvement in sales.  This improvement reflected 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.  The  oilfield  products
improvement  was  partially  offset  by  a decline in volumes and an unfavorable
product  mix  in  foundry and specialty resins.  These declines were a result of
weakness  in  the  automotive,  felt  bonding,  laminated flooring and furniture
markets  as  well  as  competitive  pricing  pressures.

EBITDA  increased  by $437 or 1.9% in the period ended June 30, 2003 as compared
to  the  prior  year  comparable  period.  The  improvement in EBITDA was due to
improved  volumes,  reduced  general  and  administrative  expenses and improved
processing  costs.  The  reduction  in general and administrative expenses was a
result  of  lower  headcount  in  the  first  half  of  2003  versus  2002.  The
improvement  in  processing  costs  was  due to synergies realized from the 2001
foundry  acquisition  partially  offset  by higher energy, benefit and insurance
costs.  These  improvements  were  substantially  offset  by higher raw material
prices  in  specialty  and foundry resins and an increase in freight costs.  The
increase  in  freight costs was primarily the result of increased costs incurred
to meet customer requirements and fuel surcharges in the oilfield product lines.

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

International  sales increased $23,047 or 18.0% in the first half of 2003 versus
the  comparable  period  for  the  prior  year.  Europe,  Asia Pacific and Latin
America  all  contributed  to  the  sales  increase.  Europe reflected favorable
currency  translation and strong price increases offset slightly by a decline in
volume  due  to  the  difficult  market  environment.  Asia  Pacific  reflected
improvements  in  price and currency exchange rates and modest gains in volumes.
Latin  America had strong price improvements, which were significantly offset by
unfavorable  currency  translation.  For all three markets, the major reason for
the  strong  price  improvements  was  the ability to pass through significantly
higher  raw  material  prices.

EBITDA  from  International businesses decreased $73 or 0.5% in the period ended
June  30,  2003  versus  the comparable period last year.  The slight decline in
EBITDA  reflected unfavorable currency translation in Brazil, slightly offset by
European  and  Asian  Pacific favorable currency translation, and a reduction in
volumes,  primarily  in Europe.  These reductions in EBITDA were almost entirely
offset by a $2,345 gain related to a favorable settlement of a Brazilian foreign
exchange  claim  and  a $1,100 reserve reduction due to a revised estimates of a
potential  liability  related  to  an  excess duty imposed on the importation of
inventory  into  Brazil.

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

Corporate  and  other  expenses increased $2,142 in the first half of 2003.  The
increase  in  expense  resulted  from significantly higher pension and insurance
benefit  costs,  additional  legal  reserves  due  to  higher  costs  to  defend
litigation,  higher  revised  estimates  for  general  insurance  and  $3,422 of
severance  expense  incurred related principally to a realignment plan initiated
in  June  2003.  These  increased expenses were substantially offset by a $2,826
gain  related  to  a  favorable settlement of a Brazilian foreign exchange claim
that related to businesses previously sold by the Company and a $8,500 reduction
in  management  fees this year versus last year, including $5,500 related to the
wind  down  of  Borden  Capital.

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.

Divested  businesses
- --------------------

Divested  businesses  represent the disposition of remaining inventory and other
assets of the melamine crystal business subsequent to its closure on January 11,
2002.  The  Company  sold  the melamine crystal business to a third party in the
second quarter of 2003.  The Company recorded a gain on the sale of the business
and  reversed reserves related to liabilities that the third party buyer assumed
as  part  of  the  sale  agreement.

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

Following  is  a comparison of non-operating expenses for the three months ended
June  30,  2003  and  2002:


- ------------------------------------------------------------------------------
                                                  THREE MONTHS ENDED JUNE 30,
                                                  ----------------------------
                                                        2003          2002
- ------------------------------------------------------------------------------
                                                                 
Interest expense                                  $  11,499       $  12,180
Affiliated interest expense, net                        129             349
Non affiliated interest income                         (339)           (577)
Other non-operating expense (income)                    874            (995)
                                                  ----------      ------------
                                                  $  12,163       $  10,957
- ------------------------------------------------------------------------------


Non-operating  expenses  increased  $1,206 to $12,163 for the quarter ended June
30,  2003  from $10,957 for the prior year's quarter.  The increase is primarily
attributable to expenses incurred relating to foreign exchange losses of $523 on
the  settlement  of a long-term international inter-company loan and the absence
of  a 2002 unrealized gain on an interest rate swap of $483 and the write-off of
the  accumulated  translation  adjustment associated with a closed international
location.

Following  is  a  comparison  of non-operating expenses for the six months ended
June  30,  2003  and  2002:



- ------------------------------------------------------------------------------
                                                    SIX MONTHS ENDED JUNE 30,
                                                  ----------------------------
                                                        2003          2002
- ------------------------------------------------------------------------------
                                                                 
Interest expense                                  $  22,839       $  23,967
Affiliated interest expense, net                        323             616
Non affiliated interest income                         (539)         (1,040)
Other non-operating expense (income)                  1,541          (2,820)
                                                  ----------      ------------
                                                  $  24,164       $  20,723
- ------------------------------------------------------------------------------



Non-operating expenses increased $3,441 to $24,164 for the six months ended June
30,  2003 from $20,723 for the prior year period.  The increase is primarily due
to  the  absence  of 2002 affiliated dividend income of $1,512, the absence of a
2002  unrealized gain on an interest rate swap of $999 and 2003 foreign exchange
losses  of  $523  on  the  settlement of a long-term international inter-company
loan.  Additionally,  the  Company had a reduction in interest income in 2003 of
$501  due  to  lower  interest  rates  and  lower  average  cash  balances.

Following is a comparison of income tax benefit related to continuing operations
for  the  three  months  ended  June  30,  2003  and  2002:




- ------------------------------------------------------------------------------
                                            THREE MONTHS ENDED JUNE 30,
                                             2003               2002
- ------------------------------------------------------------------------------
                                                              
Income tax benefit                      $   (12,355)         $   (1,669)
Effective tax rate                            N/M                  N/M
- ------------------------------------------------------------------------------



The  2003  effective tax rate for the second quarter reflects the elimination of
$17,500 of deferred tax liabilities associated with a divested business slightly
offset  by  foreign  tax  rate  differentials  and  reserves established against
foreign  losses  that  are  not  expected  to  be  utilized.

The  2002  effective  tax  rate  for  the  second quarter reflects the impact of
permanent items related to U.S. extra territorial income deductions and
SFAS No. 133 adjustments.

Following  is a comparison of income tax (benefit) expense related to continuing
operations  for  the  six  months  ended  June  30,  2003  and  2002:





- ------------------------------------------------------------------------------
                                              SIX MONTHS ENDED JUNE 30,
                                              2003                 2002
- ------------------------------------------------------------------------------
                                                           
Income tax (benefit) expense            $   (13,746)         $    5,544
Effective tax rate                            N/M                 87.2%
- ------------------------------------------------------------------------------



The  2003 effective tax rate reflects the elimination of $17,500 of deferred tax
liabilities  associated  with a divested business slightly offset by foreign tax
rate  differentials and reserves established against foreign losses that are not
expected  to  be  utilized.

The  2002  effective  tax  rate  reflects  the  inability to utilize foreign tax
credits  associated  with  repatriated earnings and an increase in the valuation
reserve  for  foreign  net  operating  losses.


CASH  FLOWS:
- ------------
Cash  provided  by  (used  in):


- ----------------------------------------------------------------------------
                                                SIX MONTHS ENDED JUNE 30,
                                            --------------------------------
                                                2003              2002
- ----------------------------------------------------------------------------
                                                           
Operating activities                        $   (492)          $   (1,194)
Investing activities                         (13,390)              99,041
Financing activities                          12,412              (90,939)
                                            -----------        -------------
Net change in cash and cash equivalents     $ (1,470)          $    6,908
- ----------------------------------------------------------------------------



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

Operating  activities used cash of $492 in the first six months of 2003 compared
to cash used of $1,194 in the first six months of 2002.  The use of cash in 2003
is  primarily  due  to  an increase in trade receivables substantially offset by
cash  provided  from  operations  and increases in trade payables and inventory.
The  increase in receivables is a result of improved sales volumes and increased
selling  prices in the first half of 2003.  The increase in trade payables is in
line  with  the  increase  in raw material costs in the first half of 2003.  The
outflow of cash from operations in 2002 was attributable to a reduction in trade
payables  and an increase in trade receivables.  The reduction in trade payables
was  due  to  the  timing  of  payments  and  reduced payment terms with new raw
material suppliers.  The increase in trade receivables was a result of timing of
collections.

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

Investing  activities used cash of $13,390 in the six months ended June 30, 2003
versus  providing  cash  of  $99,041  in the first six months of the prior year.
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.  Proceeds from this sale and the collection of a note
receivable  related to the 2000 sale of certain rights to harvest shellfish, net
of  capital  expenditures, accounted for the primary inflow of cash in the prior
year.

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

Financing  activity  provided  cash  of $12,412 in the six months ended June 30,
2003  as  compared to using cash of $90,939 in the first six months of the prior
year.  During  the  first  half  of 2003 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  $65,281,  most  of which was used to pay down affiliated borrowings.  During
the  first  half  of  2002,  the  Company  issued  letters  of  credit under the
uncommitted  letter of credit facility thereby restricting cash in the amount of
$80,378  and  paid  off a note to a former subsidiary that was unconsolidated in
the  amount  of  $31,581.  These  uses  of  cash  were  partially  offset by net
borrowings  from  affiliates  totaling  $19,870.

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 an 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.  Maximum borrowing allowable under
the  facility  is  calculated monthly and is based upon specified percentages of
eligible  accounts  receivable,  inventory  and  fixed  assets.  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  are  no  fixed  charge  coverage  ratio
requirements.  As  of  June  30, 2003, the maximum borrowing allowable under the
New Credit Facility was $154,000 of which $75,000 was unused and available.   At
June  30,  2003,  the  Company  had no fixed charge coverage ratio requirements.

Under  an  uncommitted  letter  of  credit  facility,  the Company provided cash
collateral  equivalent  to  101%  of letters of credit outstanding, or $1,768 at
June  30,  2003,  which  was  classified  as restricted cash on the Consolidated
Balance Sheet as of June 30, 2003.  The Company has undertaken a process whereby
the  letters of credit under this facility were cancelled and reissued under the
New  Credit  Facility.  As  the cash collateral became unrestricted, the Company
used  the  cash  to  repay borrowings from Foods.  This process was completed in
July,  the  uncommitted letter of credit facility was cancelled, and the Company
no  longer  has  restricted  cash.

The  Company  and HA-International LLC, ("HAI"), a consolidated joint venture of
the Company, have, in the aggregate, borrowed $33,298 from Borden Foods Holdings
Corporation  ("Foods"),  an  affiliate of the Company, at interest rates ranging
from  1.375%  to  4.75% as of June 30, 2003.  HAI is in the process of obtaining
its own credit facility with an external bank.  In the interim, HAI borrows from
Foods  at  a  variable  rate.  Of the total borrowings from Foods as of June 30,
2003,  HAI  had  borrowed  $6,000  and  had $9,000 remaining available under its
agreement  with  Foods.

The  Company  has  given notice that it plans to exercise on October 1, 2003 its
option  to  redeem,  at par, the remaining $885 of County of Maricopa Industrial
Revenue  Bonds.

The  Company  has  updated  its  projections  through 2008 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.  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  for a period of nine years 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 six months 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.

There  remains  considerable  uncertainty  in  the  global  economy.  Given this
uncertainty,  the  Company  continues to explore opportunities to reduce capital
expenditures  and  reduce  infrastructure  costs  to  improve  cash  flows  and
profitability  and  assure  adequate  liquidity.  As  part  of  these plans, the
Company  announced  a  realignment  plan  in  June  2003  from  which it expects
annualized  savings  of  approximately  $20,000  when  the  program  is  fully
implemented  in 2004.  The Company expects to incur realignment costs during the
remainder of 2003 and 2004 as this program is implemented totaling approximately
$16,000.  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.

The  Company  expects  to  have  enough  liquidity  to  fund  working  capital
requirements  and  support  capital expenditures over the three year term of the
New  Credit  Facility  with  cash received from operations and amounts available
under  the  New  Credit  Facility  and  from  affiliates.  However,  there is no
assurance  that  borrowings from affiliates will be available in future periods.


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  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 has followed 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 9 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 adopted SFAS No. 149 on July 1, 2003, and the
adoption  did  not  have  an  impact  on  the  Company's  financial  statements.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics  of  both  Liabilities  and  Equity."  This
statement addresses the accounting for certain financial instruments that, under
previous guidance, could be accounted for as equity.  SFAS No. 150 requires that
those  instruments  be  classified  as liabilities in the statement of financial
position.  This statement is effective for financial instruments entered into or
modified  after May 31, 2003, and is otherwise effective at the beginning of the
first interim period beginning after June 15, 2003.  Adoption of SFAS No. 150 on
July  1,  2003  did  not  have  an impact on the Company's financial statements.

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, which may include words such as
"expects,"  "estimates,"  or  "intends,"  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: As of the end of the
period covered by this Quarterly Report on Form 10-Q, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
Disclosure  Committee  and the Company's management, including the President and
Chief  Executive Officer and the Executive Vice President and Chief Financial
Officer,  of  the  effectiveness  of  the  design and operation of the Company's
disclosure  controls and procedures pursuant to Exchange Act Rules 13a-15(e) and
15d-15(e).  Based  on that evaluation, the President and Chief Executive Officer
and  Executive  Vice  President  and  Chief Financial Officer concluded that the
Company's  disclosure controls and procedures were effective in timely alerting
them to material  information  relating  to  the  Company  (including  its
consolidated subsidiaries)  required  to  be  included in the Company's periodic
SEC filings.

(b)     Changes  in  Internal  Controls:  No  change  in  the Company's internal
control over financial reporting occurred during the Company's most recent
fiscal quarter that materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.




























































PART  II

ITEM  1:  LEGAL  PROCEEDINGS

There  have  been  no material developments during the second 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 and the Quarterly Report on
Form  10-Q/A  for  the  period  ended  March  31,  2003.

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.

Management 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  outcomes  of  its  pending legal proceedings are
unlikely to have a materially adverse effect on the Company's financial position
or  operating  results.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

During  second quarter certain modifications were made to the Indenture of Trust
relating  to  the  $34,000,000  Parish  of  Ascension,  State  of  Louisiana
Variable/Fixed  Rate  Demand  Pollution Control Revenue Refunding Bonds - Series
1992.  The  modifications  include changing the interest rate from a weekly to a
daily  rate  and  reducing the notice period required to convert to a fixed rate
mode.  There  were  no equity securities sold during the second quarter of 2003.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

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

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

No matters were submitted to a vote of security holders during second quarter of
2003.

ITEM  6.  EXHIBITS  AND  REPORT  ON  FORM  8-K.

a.     Exhibits

(10)   (a)  Severance  Pay  Agreement  and Release between Edward G. Huller
            and the Company  dated  June  6,     2003.

       (b)  Severance  Pay Agreement and Release Between Andrew J. Miles and the
            Company  dated  June  6,     2003.

       (c)  Severance  Pay Agreement and Release Between John M. Kaestle and the
            Company  dated  June  9,     2003.

(31)        Certifications  of  Financial  Statements  and  Internal  Controls

(32)        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

            A  report  on  Form  8-K  was filed on June 20, 2003 to announce a
            realignment program.































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: August 13, 2003
          ----------------                        /s/ William H. Carter
                                                  ---------------------------
                                                  William  H. Carter
                                                  Executive  Vice  President and
                                                  Chief  Financial  Officer
                                                  (Principal  Financial Officer)



































































                                                                   Exhibit 10(a)
                SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS
     This  Transition  &  Severance  Pay  Agreement  and  Release  of All Claims
("Agreement")  is  entered  into  on  June  6,  2003  between  Edward  G. Huller
("Associate"  or  "You")  and  Borden  Chemical,  Inc.  ("Company").
Until  June 27, 2003 ("Termination Date"), you will be an active employee of the
Company  and  remain on the Company's payroll. Accordingly, you agree to perform
all  job-related  duties  and  functions  that  may  be  assigned  to  you  from
time-to-time  by the Company to ensure an orderly transition of your duties. The
foregoing  does  not  change  the at-will nature of your employment relationship
with  the  Company.  If  in  the  opinion  of  the  Company  this  transition is
successfully  completed  before your Termination Date, the company may terminate
your employment at such time and you will receive the consideration contained in
this  Agreement.

     Considerations
     --------------

SEVERANCE  PAYMENTS
The  Company  agrees  to  pay you $281,030 as severance. This amount is equal to
fifty-two  (52)  weeks  of  your current base salary. Severance payments will be
made  to  you  in  bi-weekly  installments,  subject  to  all  applicable  legal
deductions  and  withholdings. Deductions for cash advances and other monies due
the  Company  will be made from these payments. The Company understands that you
are  relying  upon  its  representation  that  it  has no ERISA or other type of
written  plans  that  define  minimum  transition  benefits.

The  severance period for which these severance payments will be made will begin
June  28,  2003  and  end  on  June  26,  2004  ("Severance  Period").

MEDICAL  &  DENTAL  INSURANCE
Pursuant  to  the  Consolidated Omnibus Budget Reconciliation Act ("COBRA"), you
may  continue to participate in the Company's medical and dental plans for up to
eighteen (18) months from the date of termination of your employment. During the
Severance  Period  you will be provided the opportunity to continue your medical
and  dental  coverage  for  yourself  and  your  eligible Dependents at the same
monthly  premium  as  if  you  were  a full time associate. Please indicate your
election  by  placing  your  initials  on  the  appropriate  line  below.
____  I  want  to  extend  my  medical  AND  dental  coverage
____  I  want  to  extend  my  MEDICAL  coverage  ONLY
____  I  want  to  extend  my  DENTAL  coverage  ONLY
____  I  do  NOT  want  to  extend  my  medical  or  dental  coverage

If  you  extend  your  medical  and/or  dental  coverage:
During  the  Severance Period, the Company will deduct the cost of this coverage
from  your  severance payments. After the Severance Period, you will be invoiced
for  this  cost.
      The  Severance  Period  is  considered  to  be  part of the 18 month COBRA
eligibility.
Notification  of  your  rights  and  obligations  under  COBRA,  the  cost  of
participation  and  the  applicable  enrollment  forms  will  be provided to you
separately  from  this  Agreement.

VACATION
You  will  receive  payment  for  all  accrued, but unused vacation through your
termination  date.  After this date, you will  not accrue or earn any additional
paid  vacation.
OUTPLACEMENT  SERVICE
The  Company  has arranged, at its own expense, up to twelve months of executive
outplacement  support  for you. Additional information on these services will be
provided  to  you  in  a  separate  attachment.

ALL  OTHER  COMPANY  SPONSORED  BENEFIT  PLANS
Unless  specified  in  this  Agreement,  you  will cease participation in and/or
accruing  benefits  under Company sponsored benefit plans as of your Termination
Date.
     Eligibility for Considerations. You understand that, to be eligible for any
     --------------------------------
of  the  considerations  under this Agreement, you must be actively employed and
working  through  the  date on which the Company releases you from work. You may
not  terminate before then or be unavailable for active work due to leave status
(disability,  workers'  compensation,  or  personal)  on  your termination date.
Should you be on such leave at your termination date, you will be covered by the
terms and conditions of that particular status for its duration and, thereafter,
ineligible  for  any  severance payments or other payments under this Agreement.

      Release  of  All  Claims. In exchange for the monies and benefits given to
     -------------------------
you  under  this  Agreement,  you  give up the right to bring any claims against
Company  that  relate to your job or termination from your job.  The claims that
you  are  giving  up  include,  but  are  not  limited  to, claims under the Age
Discrimination  in  Employment  Act, as amended ("ADEA"), Title VII of the Civil
Rights  Act  of 1964, as amended ("Title VII"), the Civil Rights Act of 1966, as
amended,  the  Civil  Rights  Act  of  1991, the Americans with Disabilities Act
("ADA"),  the  Equal  Pay Act, as amended, the Family and Medical Leave Act, the
National  Labor  Relations  Act,  as  amended,  the Fair Labor Standards Act, as
amended,  the  Worker  Adjustment  and Retraining Notification ("WARN") Act, the
Employee  Retirement  Income  Security Act ("ERISA"), as amended, and all  other
federal,  state  or local laws regarding rights or claims relating to employment
and  common  law, including but not limited to, any claim for breach of an oral,
implied  or  written  employment  contract;  negligent  or  intentional
misrepresentations;  wrongful  discharge;  defamation;  negligent or intentional
infliction of emotional distress; and/or violation of public policy.  By signing
this  agreement,  you are not giving up any rights or claims under the ADEA that
arise  after  you  sign  this  Agreement.

     Confidentiality.  You  understand  and  agree  that  this is a confidential
     ----------------
Agreement  between  you  and the Company and the terms and conditions herein are
not  to  be  revealed by you other than to your attorney, tax authorities and/or
financial  advisors  and  your  spouse  (who  may  not communicate the terms and
conditions  of  the  Agreement  to any third parties), all except as required by
subpoena  or  other  process  of law. In addition, you also agree not to divulge
market,  product  or  other  Company  confidential  information.

     Voluntary  Execution.  The  Company  is informing you, in writing, that you
     --------------------
should  consult  an  attorney  before signing this Agreement. In addition, it is
agreed  and  understood that the severance arrangements made between you and the
Company are unique and apply only to your special circumstance and in no way can
be  construed  or  interpreted  as  precedent  setting  to  others.

     Acknowledgment. You  received  a  copy  of  this  Agreement on June 6, 2003
     ---------------
representing  the terms of severance from the Company.  No deadline of less than
     -
forty-five  (45)  days  has been imposed upon you to sign this Agreement. If you
are signing this Agreement less than forty- five (45) days from your Termination
Date  you understand that you do not have to do so. Changes to this Agreement do
not  restart  the  running  of  the  forty-five  (45)  day  period.

Cancellation Period. You  may revoke this Agreement at any time within seven (7)
- ------------------
days  after  signing  it  by  providing  written  notice of cancellation by hand
delivery  or registered mail addressed to: Judith A. Sonnett at Borden Chemical,
Inc.  180  E. Broad St., 29th Floor, Columbus, Ohio 43215. For the revocation to
be  effective,  written notice must be received by the company no later than the
close  of  business  on  the  seventh day after you sign this Agreement.  If you
cancel,  the Company owes you nothing under this Agreement.  This Agreement will
not  become  effective  and  enforceable  until  the  seven (7) day cancellation
period  ends.
     Non-Compete  Period.  You  agree  to  refrain  from engaging in competitive
     --------------------
activities  for  a  period of twelve (12) months after separation of employment.
Competition  is  herein  defined as employment as an employee, agent, consultant
and/or  contractor  of  a  direct  competitor of Borden Chemical, Inc., in North
America  who  is a manufacturer and/or marketer of formaldehyde based resins and
coatings with application in the forest products industry. Products include, but
are  not  limited  to, urea formaldehyde resins, phenol formaldehyde resins, and
formulated  waxes.   You  also  agree  not  to  be  employed by Dynea or Georgia
Pacific.
     Availability.  You  agree to be available, as reasonably necessary, with no
expense  to  yourself, for legal proceedings, if any, pending or which may arise
with  respect  to  events which occurred during your employment with the Company
and  to  assist  the  Company  in  those  proceedings  as  reasonably requested.

     Company  Property.  You  agree  to immediately return your Company provided
     ------------------
property  that  may  be  in  your  possession  or  control.  You  also  agree to
immediately  return  all  original and duplicate documents, files computer files
and  records,  policies  and  procedures  and  all other tangible things in your
possession that were created, collected or received by you while employed by the
Company.
     Violation  of  Agreement.  If  you  violate  the  terms  of this Agreement,
     ------------------------
including,  but  not  limited  to,  by  filing a claim against Company, and this
     --
Agreement  is  upheld  against  you,  the  Company  may have claims against you.
     Severability.  If  any part of this Agreement is found to be unenforceable,
     ------------
the  other  paragraphs  will  remain  fully  valid  and  enforceable.
     Controlling  Law/Jurisdiction. This Agreement will be interpreted, enforced
     -----------------------------
and  governed  by  and under the laws of Ohio, except to the extent preempted by
federal  law.
     Future  Cooperation.  You  will  cooperate  fully  and  sign  any  and  all
     -------------------
additional  documents that may be necessary to carry out the terms and intent of
     ----
this  Agreement.
     Conduct.  You agree to conduct yourself in a manner that does not disparage
     -------
the  Company  or  is  damaging  to  or  otherwise contrary to the Company's best
interests.
     Claims.  You  have not filed any claims, and no one has filed any claims on
     ------
your  behalf against the Company.  You will not file any claims, and no one will
file  any  claims on your behalf against the Company, with respect to the claims
that  you  have  given  up  in  this  Agreement.
     Entire  Agreement.  This  Agreement is the entire agreement between you and
     -----------------
the  Company with respect to the subject matter of this Agreement.  There are no
other written or oral agreements, understandings or arrangements except the ones
contained  in this Agreement.  The terms of this Agreement may not be changed in
any  way  except  in  writing,  signed  by  you  and  the  Company.
FULL  UNDERSTANDING.  By  signing  this Agreement, you acknowledge that you have
- -------------------
carefully  read  this Agreement; that you have had a reasonable time to consider
- --
the language and effect of this Agreement; that the Company has informed you, in
writing,  consult with an attorney before signing this Agreement; that you know,
understand  and  agree  with  the  contents  of this Agreement; and that you are
signing  this  document voluntarily because you are satisfied with its terms and
conditions.

SIGNED:


- ----------------------------           Dated:
                                             -------------
Craig  O.  Morrison


- ----------------------------           Dated:
                                             -------------
Edward  G.  Huller

CANCELLATION  NOTICE

To  cancel  this  Agreement:
- -  Sign  below.
- - The Company must receive this Cancellation Notice within seven (7) days of the
date  you  signed  the  Agreement.

I  hereby  cancel  this  Agreement.



- -------------------         ----------------------------------------
Date                         Signature









































                                                                   Exhibit 10(b)
                SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS
     This  Transition  &  Severance  Pay  Agreement  and  Release  of All Claims
("Agreement")  is  entered  into  on  June  6,  2003  between  Andrew  J.  Miles
("Associate"  or  "You")  and  Borden  Chemical,  Inc.  ("Company").
Until  June 20, 2003 ("Termination Date"), you will be an active employee of the
Company  and  remain on the Company's payroll. Accordingly, you agree to perform
all  job-related  duties  and  functions  that  may  be  assigned  to  you  from
time-to-time  by the Company to ensure an orderly transition of your duties. The
foregoing  does  not  change  the at-will nature of your employment relationship
with  the  Company.  If  in  the  opinion  of  the  Company  this  transition is
successfully  completed  before your Termination Date, the company may terminate
your employment at such time and you will receive the consideration contained in
this  Agreement.

1.     Considerations.

SEVERANCE  PAYMENTS
The  Company  agrees  to  pay you $189,371 as severance. This amount is equal to
fifty-two  (52)  weeks  of  your current base salary. Severance payments will be
made  to  you  in  bi-weekly  installments,  subject  to  all  applicable  legal
deductions  and  withholdings. Deductions for cash advances and other monies due
the  Company  will be made from these payments. The Company understands that you
are  relying  upon  its  representation  that  it  has no ERISA or other type of
written  plans  that  define  minimum  transition  benefits.

The  severance period for which these severance payments will be made will begin
June  21,  2003  and  end  on  June  19,  2004  ("Severance  Period").
MEDICAL  &  DENTAL  INSURANCE
Pursuant  to  the  Consolidated Omnibus Budget Reconciliation Act ("COBRA"), you
may  continue to participate in the Company's medical and dental plans for up to
eighteen (18) months from the date of termination of your employment. During the
Severance  Period  you will be provided the opportunity to continue your medical
and  dental  coverage  for  yourself  and  your  eligible dependents at the same
monthly  premium  as  if  you  were  a full time associate. Please indicate your
election  by  placing  your  initials  on  the  appropriate  line  below.

____  I  want  to  extend  my  medical  AND  dental  coverage
____  I  want  to  extend  my  MEDICAL  coverage  ONLY
____  I  want  to  extend  my  DENTAL  coverage  ONLY
____  I  do  NOT  want  to  extend  my  medical  or  dental  coverage

If  you  extend  your  medical  and/or  dental  coverage:
- -     During  the  Severance  Period,  the  Company will deduct the cost of this
coverage  from  your severance payments. After the Severance Period, you will be
invoiced  for  this  cost.
- -     The  Severance  Period  is  considered  to  be  part of the 18 month COBRA
eligibility.
Notification  of  your  rights  and  obligations  under  COBRA,  the  cost  of
participation  and  the  applicable  enrollment  forms  will  be provided to you
separately  from  this  Agreement.
VACATION
You  will  receive  payment  for  all  accrued, but unused vacation through your
termination  date.  After this date, you will  not accrue or earn any additional
paid  vacation
OUTPLACEMENT  SERVICE
The  Company  has  arranged, at its own expense, up to 12 months of outplacement
support  for  you.  Additional information on these services will be provided to
you  in  a  separate  attachment.
ALL  OTHER  COMPANY  SPONSORED  BENEFIT  PLANS
Unless  specified  in  this  Agreement,  you  will cease participation in and/or
accruing  benefits  under Company sponsored benefit plans as of your Termination
Date.
2.     Eligibility  for  Considerations. You understand that, to be eligible for
       --------------------------------
any  of  the  considerations under this Agreement, you must be actively employed
and  working  through  the date on which the Company releases you from work. You
may  not  terminate  before  then or be unavailable for active work due to leave
status  (disability,  workers'  compensation,  or  personal) on your termination
date.  Should you be on such leave at your termination date, you will be covered
by  the  terms  and  conditions  of that particular status for its duration and,
thereafter,  ineligible  for any severance payments or other payments under this
Agreement.

3.     Release  of  All  Claims.  In  exchange for the monies and benefits given
- ------------------------
to you under this Agreement, you give up the right to bring any claims against
Company that relate to your job or termination from your job. The claims that
you are giving up include, but are not limited to, claims under the Age
Discrimination in Employment Act, as amended ("ADEA"), Title VII of the Civil
Rights Act of 1964, as amended ("Title VII"), the Civil Rights Act of 1966, as
amended, the Civil Rights Act of 1991, the Americans with Disabilities Act
("ADA"), the Equal Pay Act, as amended, the Family and Medical Leave Act, the
National Labor Relations Act, as amended, the Fair Labor Standards Act, as
amended, the Worker Adjustment and Retraining Notification ("WARN") Act, the
Employee Retirement Income Security Act ("ERISA"), as amended, and all other
federal, state or local laws regarding rights or claims relating to employment
and common law, including but not limited to, any claim for breach of an oral,
implied or written employment contract; negligent or intentional
misrepresentations; wrongful discharge; defamation; negligent or intentional
infliction of emotional distress; and/or violation of public policy. By signing
this agreement, you are not giving up any rights or claims under the ADEA that
arise after you sign this Agreement.

4.     Confidentiality.  You  understand  and  agree that this is a confidential
       ---------------
Agreement  between  you  and the Company and the terms and conditions herein are
not  to  be  revealed by you other than to your attorney, tax authorities and/or
financial  advisors  and  your  spouse  (who  may  not communicate the terms and
conditions  of  the  Agreement  to any third parties), all except as required by
subpoena  or  other  process  of law. In addition, you also agree not to divulge
market,  product  or  other  Company  confidential  information.

5.     Voluntary  Execution.  The Company is informing you, in writing, that you
       --------------------
should  consult  an  attorney  before signing this Agreement. In addition, it is
agreed  and  understood that the severance arrangements made between you and the
Company are unique and apply only to your special circumstance and in no way can
be  construed  or  interpreted  as  precedent  setting  to  others.
6.     Acknowledgment.  You  received  a  copy of this Agreement on June 6, 2003
       --------------
representing  the terms of severance from the Company.  No deadline of less than
forty-five  (45)  days  has been imposed upon you to sign this Agreement. If you
are signing this Agreement less than forty- five (45) days from your Termination
Date  you understand that you do not have to do so. Changes to this Agreement do
not  restart  the  running  of  the  forty-five  (45)  day  period.
Cancellation Period. You  may revoke this Agreement at any time within seven (7)
- ------------------
days  after  signing  it  by  providing  written  notice of cancellation by hand
delivery  or registered mail addressed to: Judith A. Sonnett at Borden Chemical,
Inc.  180  E. Broad St., 29th Floor, Columbus, Ohio 43215. For the revocation to
be  effective,  written notice must be received by the company no later than the
close  of  business  on  the  seventh day after you sign this Agreement.  If you
cancel,  the Company owes you nothing under this Agreement.  This Agreement will
not  become  effective  and  enforceable  until  the  seven (7) day cancellation
period  ends.
8.     Availability. You agree to be available, as reasonably necessary, with no
       ------------
expense  to  yourself, for legal proceedings, if any, pending or which may arise
with  respect  to  events which occurred during your employment with the Company
and  to  assist  the  Company  in  those  proceedings  as  reasonably requested.
9.     Company  Property.  You agree to immediately return your Company provided
       -----------------
property  that  may  be  in  your  possession  or  control.  You  also  agree to
immediately  return  all  original and duplicate documents, files computer files
and  records,  policies  and  procedures  and  all other tangible things in your
possession that were created, collected or received by you while employed by the
Company.
10.     Violation  of  Agreement.  If  you  violate the terms of this Agreement,
        ------------------------
including,  but  not  limited  to,  by  filing a claim against Company, and this
Agreement  is  upheld  against  you,  the  Company  may have claims against you.
11.     Severability.  If  any  part  of  this  Agreement  is  found  to  be
        ------------
unenforceable,  the  other  paragraphs  will remain fully valid and enforceable.
        -----
12.     Controlling  Law/Jurisdiction.  This  Agreement  will  be  interpreted,
        -----------------------------
enforced  and  governed  by  and  under  the  laws of Ohio, except to the extent
preempted  by  federal  law.
13.     Future  Cooperation.  You  will  cooperate  fully  and  sign any and all
        -------------------
additional  documents that may be necessary to carry out the terms and intent of
this  Agreement.
14.     Conduct.  You  agree  to  conduct  yourself  in  a  manner that does not
        -------
disparage  the  Company or is damaging to or otherwise contrary to the Company's
best  interests.
15.     Claims.  You  have not filed any claims, and no one has filed any claims
        ------
on  your  behalf  against the Company.  You will not file any claims, and no one
will  file  any  claims  on your behalf against the Company, with respect to the
claims  that  you  have  given  up  in  this  Agreement.
16.     Entire Agreement. This Agreement is the entire agreement between you and
        ----------------
the  Company with respect to the subject matter of this Agreement.  There are no
other written or oral agreements, understandings or arrangements except the ones
contained  in this Agreement.  The terms of this Agreement may not be changed in
any  way  except  in  writing,  signed  by  you  and  the  Company.

FULL  UNDERSTANDING.  By  signing  this Agreement, you acknowledge that you have
- -------------------
carefully  read  this Agreement; that you have had a reasonable time to consider
the language and effect of this Agreement; that the Company has informed you, in
writing,  consult with an attorney before signing this Agreement; that you know,
understand  and  agree  with  the  contents  of this Agreement; and that you are
signing  this  document voluntarily because you are satisfied with its terms and
conditions.

SIGNED:

- -------------------------------   Dated:
                                        -----------------
Craig  O.  Morrison

- -------------------------------   Dated:
                                        -----------------
Andrew  J.  Miles

CANCELLATION  NOTICE

To  cancel  this  Agreement:
- -  Sign  below.
- - The Company must receive this Cancellation Notice within seven (7) days of the
date  you  signed  the  Agreement.

I  hereby  cancel  this  Agreement.



- ------------------         --------------------------------------
Date



























































                                                                   Exhibit 10(c)
                SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS

This  Transition  &  Severance  Pay  Agreement  and  Release  of  All  Claims
("Agreement")  is  entered  into  on  June  9,  2003  between  John  M.  Kaestle
("Associate"  or  "You")  and  Borden  Chemical,  Inc.  ("Company").

Until  June 20, 2003 ("Termination Date"), you will be an active employee of the
Company  and  remain on the Company's payroll. Accordingly, you agree to perform
all  job-related  duties  and  functions  that  may  be  assigned  to  you  from
time-to-time  by the Company to ensure an orderly transition of your duties. The
foregoing  does  not  change  the at-will nature of your employment relationship
with  the  Company.  If  in  the  opinion  of  the  Company  this  transition is
successfully  completed  before your Termination Date, the company may terminate
your employment at such time and you will receive the consideration contained in
this  Agreement.

1.     Considerations.
       --------------

SEVERANCE  PAYMENTS
The  Company  agrees  to  pay you $452,358 as severance. This amount is equal to
eighty  seven (87) weeks of your current base salary. Severance payments will be
made  to  you  in  bi-weekly  installments,  subject  to  all  applicable  legal
deductions  and  withholdings. Deductions for cash advances and other monies due
the  Company  will be made from these payments. The Company understands that you
are  relying  upon  its  representation  that  it  has no ERISA or other type of
written  plans  that  define  minimum  transition  benefits.

The  severance period for which these severance payments will be made will begin
June  21,  2003  and  end  on  February  19,  2005  ("Severance  Period").

MEDICAL  &  DENTAL  INSURANCE
Pursuant  to  the  Consolidated Omnibus Budget Reconciliation Act ("COBRA"), you
may  continue to participate in the Company's medical and dental plans for up to
eighteen (18) months from the date of termination of your employment. During the
Severance  Period  you will be provided the opportunity to continue your medical
and  dental  coverage  for  yourself  and  your  eligible dependents at the same
monthly  premium  as  if  you  were  a full time associate. Please indicate your
election  by  placing  your  initials  on  the  appropriate  line  below.

__X_  I  want  to  extend  my  medical  AND  dental  coverage
____  I  want  to  extend  my  MEDICAL  coverage  ONLY
____  I  want  to  extend  my  DENTAL  coverage  ONLY
____  I  do  NOT  want  to  extend  my  medical  or  dental  coverage

     If  you  extend  your  medical  and/or  dental  coverage:
     During  the  Severance  Period,  the  Company  will deduct the cost of this
coverage  from  your  severance  payments
     The  Severance  Period  and  the  18  month  COBRA  eligibility  period run
concurrent  and  will  expire  on  the  same  date.

Notification  of  your  rights  and  obligations  under  COBRA,  the  cost  of
participation  and  the  applicable  enrollment  forms  will  be provided to you
separately  from  this  Agreement.


VACATION
You  will  receive  payment  for  all  accrued, but unused vacation through your
termination  date.  After  this  date you will not accrue or earn any additional
paid  vacation.  This verifies that the BCI vacation accrual is "earn as you go"
during  the  current  year.  This  means  you  would  have  accrued 12.5 days of
vacation  for  2003 through your separation date, plus you carried over 4 unused
days  from  2002.  This  results  in  16.5  days of vacation less the 10 days of
vacation  taken  in  2003,  for  a  NET  PAYMENT  OF  6.5  DAYS  to  you.

OUTPLACEMENT  SERVICE
The  Company  has arranged, at its own expense, up to twelve months of Signature
service  outplacement  support  for  you, with Lee Hecht Harrison in the Seattle
area.  Additional  information  on  these  services will be provided to you in a
separate  attachment.

ALL  OTHER  COMPANY  SPONSORED  BENEFIT  PLANS
Unless  specified  in  this  Agreement,  you  will cease participation in and/or
accruing  benefits  under Company sponsored benefit plans as of your Termination
Date.

2.     Eligibility  for  Considerations. You understand that, to be eligible for
       --------------------------------
any  of  the  considerations under this Agreement, you must be actively employed
and  working  through  the date on which the Company releases you from work. You
may  not  terminate  before  then or be unavailable for active work due to leave
status  (disability,  workers'  compensation,  or  personal) on your termination
date.  Should you be on such leave at your termination date, you will be covered
by  the  terms  and  conditions  of that particular status for its duration and,
thereafter,  ineligible  for any severance payments or other payments under this
Agreement.

3.     Release  of  All Claims. In exchange for the monies and benefits given to
       ------------------------
you  under  this  Agreement,  you  give up the right to bring any claims against
Company  that  relate to your job or termination from your job.  The claims that
you  are  giving  up  include,  but  are  not  limited  to, claims under the Age
Discrimination  in  Employment  Act, as amended ("ADEA"), Title VII of the Civil
Rights  Act  of 1964, as amended ("Title VII"), the Civil Rights Act of 1966, as
amended,  the  Civil  Rights  Act  of  1991, the Americans with Disabilities Act
("ADA"),  the  Equal  Pay Act, as amended, the Family and Medical Leave Act, the
National  Labor  Relations  Act,  as  amended,  the Fair Labor Standards Act, as
amended,  the  Worker  Adjustment  and Retraining Notification ("WARN") Act, the
Employee  Retirement  Income  Security Act ("ERISA"), as amended, and all  other
federal,  state  or local laws regarding rights or claims relating to employment
and  common  law, including but not limited to, any claim for breach of an oral,
implied  or  written  employment  contract;  negligent  or  intentional
misrepresentations;  wrongful  discharge;  defamation;  negligent or intentional
infliction of emotional distress; and/or violation of public policy.  By signing
this  agreement,  you are not giving up any rights or claims under the ADEA that
arise  after  you  sign  this  Agreement.

4.     Confidentiality.  You  understand  and  agree that this is a confidential
       ---------------
Agreement  between  you  and the Company and the terms and conditions herein are
not  to  be  revealed by you other than to your attorney, tax authorities and/or
financial  advisors  and  your  spouse  (who  may  not communicate the terms and
conditions  of  the  Agreement  to any third parties), all except as required by
subpoena  or  other  process  of law. In addition, you also agree not to divulge
market,  product  or  other  Company  confidential  information.

5.     Voluntary  Execution.  The Company is informing you, in writing, that you
       --------------------
should  consult  an  attorney  before signing this Agreement. In addition, it is
agreed  and  understood that the severance arrangements made between you and the
Company are unique and apply only to your special circumstance and in no way can
be  construed  or  interpreted  as  precedent  setting  to  others.

6.     Acknowledgment.  You  received  a  copy of this Agreement on June 6, 2003
       --------------
representing  the terms of severance from the Company.  No deadline of less than
forty-five  (45)  days  has been imposed upon you to sign this Agreement. If you
are signing this Agreement less than forty- five (45) days from your Termination
Date  you understand that you do not have to do so. Changes to this Agreement do
not  restart  the  running  of  the  forty-five  (45)  day  period.

7.     Cancellation  Period.  You  may  revoke this Agreement at any time within
       --------------------
seven  (7)  days after signing it by providing written notice of cancellation by
hand  delivery  or  registered  mail  addressed  to: Judith A. Sonnett at Borden
Chemical,  Inc.  180  E.  Broad  St.,  29th Floor, Columbus, Ohio 43215. For the
revocation  to  be  effective, written notice must be received by the company no
later  than  the  close  of  business  on  the  seventh  day after you sign this
Agreement.  If  you  cancel,  the Company owes you nothing under this Agreement.
This Agreement will not become effective and enforceable until the seven (7) day
cancellation  period  ends.

8.     Non-Compete  Period.  You  agree  to refrain from engaging in competitive
       --------------------
activities  for  a  period of twenty (20) months after separation of employment.
Competition  is  herein  defined as employment as an employee, agent, consultant
and/or  contractor  of  a  direct  competitor of Borden Chemical, Inc., in North
America  who  is a manufacturer and/or marketer of formaldehyde based resins and
coatings with application in the forest products industry. Products include, but
are  not  limited  to, urea formaldehyde resins, phenol formaldehyde resins, and
formulated  waxes.    You  also  agree  not  to  be employed by Dynea or Georgia
Pacific  Resins  for  the  non-compete  period.
                                              -

9.     Availability.  You  agree  to  be available during the 20 month severance
       ------------
period,  as  reasonably  necessary,  with  no  expense  to  yourself,  for legal
proceedings,  if  any,  pending  or which may arise with respect to events which
occurred  during  your  employment with the Company and to assist the Company in
those  proceedings  as  reasonably  requested.

10.     Company  Property. You agree to immediately return your Company provided
        -----------------
property  that  may  be  in  your  possession  or  control.  You  also  agree to
immediately  return  all  original and duplicate documents, files computer files
and  records,  policies  and  procedures  and  all other tangible things in your
possession that were created, collected or received by you while employed by the
Company.

11.     Violation  of  Agreement.  If  you  violate the terms of this Agreement,
        ------------------------
including,  but  not  limited  to,  by  filing a claim against Company, and this
Agreement  is  upheld  against  you,  the  Company  may have claims against you.

12.     Severability.  If  any  part  of  this  Agreement  is  found  to  be
        ------------
unenforceable,  the  other  paragraphs  will remain fully valid and enforceable.
        -----

13.     Controlling  Law/Jurisdiction.  This  Agreement  will  be  interpreted,
        -----------------------------
enforced  and governed by and under the laws of Washington, except to the extent
preempted  by  federal  law.

14.     Future  Cooperation.  You  will  cooperate  fully  and  sign any and all
        -------------------
additional  documents that may be necessary to carry out the terms and intent of
this  Agreement.

15.     Conduct.  You  agree  to  conduct  yourself  in  a  manner that does not
        -------
disparage  the  Company or is damaging to or otherwise contrary to the Company's
best  interests.

16.     Claims.  You  have not filed any claims, and no one has filed any claims
        ------
on  your  behalf  against the Company.  You will not file any claims, and no one
will  file  any  claims  on your behalf against the Company, with respect to the
claims  that  you  have  given  up  in  this  Agreement.

17.     Director's  and  Officer's  Liability  Insurance Coverage. This verifies
        ---------------------------------------------------------
that  during the period of time that you were an officer of BCI you were covered
by  Director's  and  Officer's  Liability  Insurance.

18.     Bellevue Club. Your Bellevue membership will continue to be covered at a
        -------------
cost of $170.00 per month, by BCI, for the duration of your severance agreement.

19.     Entire Agreement. This Agreement is the entire agreement between you and
        ----------------
the  Company with respect to the subject matter of this Agreement.  There are no
other written or oral agreements, understandings or arrangements except the ones
contained  in this Agreement.  The terms of this Agreement may not be changed in
any  way  except  in  writing,  signed  by  you  and  the  Company.


FULL  UNDERSTANDING.  By  signing  this Agreement, you acknowledge that you have
- -------------------
carefully  read  this Agreement; that you have had a reasonable time to consider
- --
the language and effect of this Agreement; that the Company has informed you, in
writing,  consult with an attorney before signing this Agreement; that you know,
understand  and  agree  with  the  contents  of this Agreement; and that you are
signing  this  document voluntarily because you are satisfied with its terms and
conditions.


SIGNED:



- ---------------------------      Dated:
                                       -----------------------
Craig  O.  Morrison


- ---------------------------      Dated:
                                       -----------------------
John  M.  Kaestle

CANCELLATION  NOTICE

To  cancel  this  Agreement:
- -  Sign  below.
- - The Company must receive this Cancellation Notice within seven (7) days of the
date  you  signed  the  Agreement.

I  hereby  cancel  this  Agreement.



- -------------------------     ---------------------------------
Date                         John  M.  Kaestle





                                                               Exhibit  (31)(a)

           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, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary 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 report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  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-15(e)  and  15d-15(e)  for  BCI  and  have:

a.     Designed  such  disclosure  controls  and  procedures,  or  caused  such
       disclosure  controls  and  procedures  to  be designed under our
       supervision, to ensure  that  material  information  relating to BCI,
       including its consolidated subsidiaries,  is made known to us by others
       within those entities, particularly during  the  period  in  which  this
       report  is  being  prepared;

b.     Evaluated  the  effectiveness of BCI's disclosure controls and procedures
       and  presented  in  this  report  our conclusions about the effectiveness
       of the disclosure  controls and procedures, as of the end of the period
       covered by this report  based  on  such  evaluation;  and

c.     Disclosed  in  this  report  any  change  in  BCI's internal control over
       financial reporting that occurred during BCI's most recent fiscal quarter
       (BCI's fourth  fiscal  quarter  in  the  case  of an annual report) that
       has materially affected,  or  is reasonably likely to materially affect,
       BCI's internal control over  financial  reporting;  and

5.     BCI's  other  certifying  officer and I have disclosed, based on our most
recent  evaluation  of  internal  control  over  financial  reporting,  to BCI's
auditors  and  the  audit  committee  of  BCI's  board  of directors (or persons
performing  the  equivalent  functions):

a.     All  significant  deficiencies  and  material weaknesses in the design or
       operation  of  internal  control  over  financial reporting which are
       reasonably likely  to  adversely  affect  BCI's  ability  to record,
       process, summarize and report  financial  information;  and

b.     Any  fraud,  whether  or  not material, that involves management or other
       employees  who  have a significant role in BCI's internal control over
       financial reporting.





Date: August 13, 2003
     ----------------

                                        /s/ Craig O. Morrison
                                        ---------------------------
                                        Craig  O.  Morrison
                                        Chief  Executive  Officer






















                                                              Exhibit  (31)(b)


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, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary 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 report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  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-15(e)  and  15d-15(e)  for  BCI  and  have:

a.     Designed  such  disclosure  controls  and  procedures,  or  caused  such
       disclosure  controls and procedures to be designed under our supervision,
       to ensure  that  material  information  relating to BCI, including its
       consolidated subsidiaries,  is made known to us by others within those
       entities, particularly during  the  period  in  which  this  report  is
       being  prepared;

b.     Evaluated  the  effectiveness of BCI's disclosure controls and procedures
       and  presented  in  this  report  our conclusions about the effectiveness
       of the disclosure  controls and procedures, as of the end of the period
       covered by this report  based  on  such  evaluation;  and

c.     Disclosed  in  this  report  any  change  in  BCI's internal control over
       financial reporting that occurred during BCI's most recent fiscal quarter
       (BCI's fourth  fiscal  quarter  in  the  case  of an annual report) that
       has materially affected,  or  is reasonably likely to materially affect,
       BCI's internal control over  financial  reporting;  and

5.     BCI's  other  certifying  officer and I have disclosed, based on our most
recent  evaluation  of  internal  control  over  financial  reporting,  to BCI's
auditors  and  the  audit  committee  of  BCI's  board  of directors (or persons
performing  the  equivalent  functions):

a.     All  significant  deficiencies  and  material weaknesses in the design or
       operation  of  internal  control  over  financial reporting which are
       reasonably likely  to  adversely  affect  BCI's  ability  to record,
       process, summarize and report  financial  information;  and

b.     Any  fraud,  whether  or  not material, that involves management or other
       employees  who  have a significant role in BCI's internal control over
       financial reporting.



Date: August 13, 2003
      ----------------

                                        /s/ William H. Carter
                                        -------------------------
                                        William  H.  Carter
                                        Chief  Financial  Officer























                                                       Exhibit  32




                            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  June  30,  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
- -----------------------                            -------------------------
Chief  Executive  Officer                        Chief  Financial  Officer
August 13,  2003                                 August 13,  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.