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

180 East Broad Street, Columbus, Ohio 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 __ No  X   

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 July 23, 2004:  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, 2004 and 2003	3
six months ended June 30, 2004 and 2003……………………………………………………………….	4
Consolidated Balance Sheets, June 30, 2004 and December 31, 2003	5
Consolidated Statements of Cash Flows, six months ended June 30, 2004 and 2003	7
Consolidated Statement of Shareholders’ Deficit, six months ended June 30, 2004	8
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures about Market Risk ……..…...…………………………	32
Item 4. Controls and Procedures ………...……..…………………………………………………………	32
PART II – OTHER INFORMATION
Item 1. Legal Proceedings……………………………………………………………………………………….	33
Item 2. Change in Securities and Use of Proceeds………………………………………………………………	33
Item 3. Defaults upon Senior Securities…………………………………………………………………………	33
Item 4. Submission of Matters to a Vote of Security Holders…………………………………………………..	33
Item 6. Exhibits and Reports on Form 8-K …………………………….………………………………………	34

	Page 2

PART 1
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)	2004		2003
Net sales	$412,967		$370,763
Cost of goods sold	327,724		298,014
Gross margin	85,243		72,749
Distribution expense	18,835		16,651
Marketing expense	11,994		10,886
General & administrative expense	31,829		22,098
Business realignment (income) expense and impairments	(1,233)		125
Other operating expense	1,557		3,031
Operating income	22,261		19,958
Interest expense	11,855		11,499
Affiliated interest expense	50		129
Other non-operating expense	510		535
Income before income tax	9,846		7,795
Income tax expense (benefit)	141,860		(12,355)
Net (loss) income	$ (132,014)		$ 20,150
Comprehensive (loss) income	$ (138,671)		$ 35,089
Basic and Diluted Per Share Data
Net (loss) income - basic and diluted	$ (0.66)		$ 0.10
Average number of common shares outstanding during
the period – basic and dilutive	200,896		200,896
See Notes to Consolidated Financial Statements

	Page 3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) BORDEN CHEMICAL, INC.
	Six Months ended June 30,
(In thousands, except per share data)	2004		2003
Net sales	$798,401		$720,051
Cost of goods sold	637,261		581,468
Gross margin	161,140		138,583
Distribution expense	36,340		33,385
Marketing expense	23,397		21,159
General & administrative expense	55,238		51,789
Business realignment expense and impairments	261		1,421
Other operating expense	2,841		3,666
Operating income	43,063		27,163
Interest expense	23,696		22,839
Affiliated interest expense	99		323
Other non-operating expense	571		1,002
Income before income tax	18,697		2,999
Income tax expense (benefit)	145,797		(13,746)
Net (loss) income	$ (127,100)		$ 16,745
Comprehensive (loss) income	$ (133,033)		$ 39,758
Basic and Diluted Per Share Data
Net (loss) income	$ (0.63)		$ 0.08
Average number of common shares outstanding during
the period – basic	200,896		200,896
Average number of common shares outstanding during
the period – dilutive	200,896		200,900
See Notes to Consolidated Financial Statements

	Page 4

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
BORDEN CHEMICAL, INC.
(In thousands)
	June 30,		December 31,
ASSETS	2004		2003
Current Assets
Cash and equivalents	$ 32,190		$ 28,162
Accounts receivable (less allowance for doubtful accounts of $12,671 in 2004     and $14,459 in 2003)	208,986		196,093
Accounts receivable from affiliates	301		354
Inventories:
Finished and in-process goods	43,005		42,292
Raw materials and supplies	45,562		38,819
Deferred income taxes	23,476		27,085
Other current assets	9,721		13,551
	363,241		346,356
Investments and Other Assets
Deferred income taxes	2,320		113,434
Other assets	23,241		21,725
	25,561		135,159
Property and Equipment
Land	33,103		32,585
Buildings	103,829		103,774
Machinery and equipment	699,215		691,249
	836,147		827,608
Less accumulated depreciation	(395,501)		(378,724)
	440,646		448,884
Goodwill	56,395		57,516
Other Intangible Assets	5,064		5,951
Total Assets	$890,907		$993,866
See Notes to Consolidated Financial Statements