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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the fiscal year ended: DECEMBER 31, 1993 Commission file number: 1-71
----------------- ----

BORDEN, INC.


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

180 East Broad St., Columbus, OH 43215 614-225-4000
- --------------------------------------- ----------------------------------
(Address of principal executive offices) (Registrant's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Common stock par value $0.625* New York Stock Exchange
Preferred Share Purchase Rights
"

* Common stock also listed on exchanges in Switzerland and Tokyo

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and is not contained in the
definitive proxy statement incorporated by reference in Part III of this Form
10-K. [x].

Aggregate market value in thousands of the voting stock held by nonaffiliates
of the Registrant based upon the average bid and asked prices of such stock on
January 31, 1994: $2,197,270.

Number of shares of Common Stock, $0.625 par value, outstanding as of the
close of business on January 31, 1994: 141,391,826

DOCUMENTS INCORPORATED BY REFERENCE


Document Incorporated
-------- ------------
Portions of Annual Report to Shareholders for year
ended December 31, 1993 Part I, Part II, Part IV
Portions of the 1994 Proxy Statement Part III
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The Exhibit Index is located herein at sequential pages 7 through 10.
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Part I
Item 1. Business
- ------- --------

The Company was incorporated on April 24, 1899. Information on the nature and
type of business and industry segments is contained on pages 24-26 of the
Company's 1993 Annual Report to Shareholders. A three-year summary of sales
and operating income by operating division is presented on page 21 of the
Company's 1993 Annual Report to Shareholders. All of the aforementioned pages
are incorporated herein by reference in this Form 10-K Annual Report.*

Item 2. Properties
- ------- ----------

Information on properties, contained on page 25 of the Company's 1993 Annual
Report to Shareholders, is incorporated herein by reference in this Form 10-K
Annual Report.*

Item 3. Legal Proceedings
- ------- -----------------

Environmental Proceedings
- -------------------------

The Company is involved in various proceedings relating to the designation of
certain waste sites for cleanup where the Company, along with a large number of
other companies, has potential liability under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") or similar state
environmental laws. While the Company's ultimate liability will depend on many
factors including its volumetric share of waste, the financial viability of the
other companies and the remediation methods and technology used, management has
determined that, as of the date hereof, any costs incurred in connection with
individual sites will not be significant and even in the aggregate, will not
have a material adverse effect on the financial condition of the Company.

Private actions have been filed against the Company and numerous other
defendants beginning in 1986 in the State Court in Livingston Parish,
Louisiana, alleging personal injuries and property damage in connection with a
waste disposal site in Louisiana. Beginning in 1987, similar actions were
filed in state court in Camden, New Jersey, in connection with a waste
disposal site in New Jersey.

The Company's involvement in actions which were pending in Federal District
Court in Baton Rouge, Louisiana arising from a waste disposal site in Louisiana
was settled (January 1994) with payment by the Company of approximately
$27,000.

In February, 1993, an EPA Administrative Law Judge held that the Borden
Chemicals and Plastics Limited Partnership ("BCP") Illiopolis, Illinois
facility violated CERCLA and the Emergency Planning and Community Right to Know
Act ("EPCRA") by failing to report certain relief valve releases that the
Company believes are exempt from CERCLA and EPCRA reporting. A petition for
reconsideration has been filed. In addition, the Louisiana Department of
Environmental Quality ("LDEQ") has determined that a production




_______________

* Except as specifically indicated herein, no other data appearing in the
Company's 1993 Annual Report to Shareholders is deemed to be filed as part of
this Form 10-K Annual Report.
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unit at BCP's Geismar facility should be subject to regulation under
Louisiana's hazardous waste statutes and regulations. That decision has been
appealed to the state courts. It is believed that allegations relating to
federal hazardous waste issues are being contemplated by the U.S. EPA. BCP
maintains that the production unit is not subject to regulation under federal
or state hazardous waste laws. The Company would be responsible for any
violations that predate the formation of BCP.

The U.S. EPA has issued a notice of violation alleging the violation of air
pollution regulations by a plant in Massachusetts (September 1988).
Allegations filed in Federal District Court in Helena, Montana in 1991 of water
pollution violations were resolved in October 1993 by the Company entering into
a consent decree and paying a civil fine of $265,000.

A notice of violation has been issued by the Maine Department of Environmental
Protection (April 1991) alleging the violation of certain solid waste and
wetlands regulations at a Scarborough, Maine facility.

OTHER LEGAL PROCEEDINGS
- -----------------------

The States of West Virginia, Virginia and Ohio have filed suits (12/93, 4/93
and 8/93) alleging antitrust violations in connection with the sale of milk to
schools in West Virginia, Virginia and Ohio school districts. A private
antitrust suit containing similar allegations was filed in Federal Court in
Oklahoma (4/93) on behalf of four school districts and seeks class action
certification. Federal Grand Jury investigations of similar allegations are
pending in Michigan, Indiana and Kentucky (6/91), Oklahoma (8/92), Ohio (2/93)
and the Plains States (9/93). Similar investigations by the state Attorneys
General are pending in Illinois (11/91) and North Carolina (6/93). Two private
antitrust suits alleging price fixing of wholesale/retail accounts were filed
in Florida (7/93) and W. Virginia (9/93).

From 1973 through 1980 the Company manufactured chemical components under the
name "Insulspray," for on-site installation of urea-formaldehyde foam
insulation in residences and commercial buildings. The Company has been a
defendant in litigation in Montreal, Canada involving allegations of personal
injury or property damage arising from the misapplication of, or defects in,
the insulation. The litigation, which was tried from September 1983 through
December 1989, was dismissed by the trial court in December 1991. An Appeal
has been filed by plaintiffs.

The Company and its Directors have been sued by persons purporting to represent
a class of purchasers of shares of the Company in Federal District Court in New
York (December 1993) for alleged violations of the Securities Exchange Act of
1934 in connection with certain statements made by or on behalf of the Company
in 1992 and 1993.

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

The Company believes, based upon the information it presently possesses, and
taking into account its established accruals for estimated liability and its
insurance coverage, including its risk retention program, that the foregoing
proceedings and actions are unlikely to have a materially adverse effect on the
Company's financial position or operating results.
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Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------

No matter was submitted during the fourth quarter of 1993 to a vote of
security holders, through the solicitation of proxies or otherwise.

Part II

Item 5. Market for the Registrant's Common Equity and Related
- ------- -----------------------------------------------------
Stockholder Matters
-------------------

The Company's common stock is traded on the New York Stock Exchange and
exchanges in Tokyo, Japan; and Basel, Geneva, Lausanne and Zurich, Switzerland.
The following information included in the 1993 Annual Report to Shareholders is
incorporated herein by reference in this Form 10-K Annual Report:*

[#] The high and low sales prices of the Company's common stock for
each quarterly period during the last two fiscal years, Note 15
page 40.

[#] The amount of quarterly dividends paid during the last two
fiscal years, Note 15, page 40.

The high and low sales prices of the Company's common stock on January 31, 1994
were $15.750 and $15.375, respectively.

The approximate number of holders of common stock, $0.625 par value, as of
January 31, 1994 was 40,818.

Item 6. Selected Financial Data
- ------- -----------------------

The five-year selected financial data for the years 1989 through 1993,
appearing on page 44 of the 1993 Annual Report to Shareholders, is incorporated
herein by reference in this Form 10-K Annual Report.*

Item 7. Management's Discussion and Analysis of Financial Condition
- ------- -----------------------------------------------------------
and Results of Operations
-------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operations, appearing on pages 18 through 24 of the 1993 Annual Report to
Shareholders, is incorporated herein by reference in this Form 10-K Annual
Report.*

Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------

The Consolidated Financial Statements and the report thereon of Price
Waterhouse dated March 20, 1994 appearing on pages 27 through 41 of the 1993
Annual Report to Shareholders, are incorporated herein by reference in this
Form 10-K Annual Report.*

Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------

No Form 8-K was issued by the Company during the two most recent fiscal years
ended December 31, 1993 reporting a change in or disagreement with accountants.

____________
* Except as specifically indicated herein, no other data appearing in the
Company's 1993 Annual Report to Shareholders is deemed to be filed as part of
this Form 10-K Annual Report.
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Part III


Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------

(a) The information relating to directors required by this item will be
contained under the caption "ELECTION OF DIRECTORS" in a definitive Proxy
Statement involving the election of directors which the registrant will file
with the Securities and Exchange Commission not later than 120 days after
December 31, 1993 (the "1994 Proxy Statement"), and such information is
incorporated herein by reference.

(b) Set forth below are the names and ages of the Executive Officers of
the Company and the positions and offices with the Company presently held by
each of them. Their terms of office extend to the next Annual Meeting of the
Board of Directors or until their successors are elected. There are no family
relationships between any of the Executive Officers of the Company.




Served
Age on In Present
Dec. 31, Position
Name Position & Office 1993 Since
- -------------- ------------------------------------ -------- ---------

*E. R. Shames President and Chief Executive Officer 53 1993
J. M. Saggese Executive Vice President, President
Packaging and Industrial Products
Division Domestic and International 62 1990
**L. O. Doza Senior Vice President and Chief
Financial Officer 55 1985
A. L. Miller Senior Vice President and Chief
Administrative Officer 61 1985
G. P. Morris Vice President and Chief Strategic Officer,
Vice President of Finance - North American
and International Foods Divisions 49 1994
R. D. Kautto Vice President - Human Resources 48 1994
D. A. Kelly Vice President and Treasurer 55 1980
**W. W. Kocher Vice President and General Counsel 59 1979
P. J. Keuper Vice President - Public Affairs 60 1991
P. J. Josenhans Secretary 57 1991


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

* Also a Director of Borden, Inc.
** Mr. Lawrence O. Doza and Mr. Walter W. Kocher resigned effective March 1,
1994 and February 28, 1994, respectively.

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E. R. Shames was elected Chief Executive Officer effective December 9, 1993.
He is also President, to which he was elected effective June 28, 1993. Prior
to that he was Chairman, President and Chief Executive Officer of the Stride
Rite Corporation since 1990. Prior to that he was Chairman, President and
Chief Executive Officer of the Kendall Company.

J. M. Saggese has been Executive Vice President of the Company and President of
the Packaging and Industrial Products Division Domestic and International since
July 1, 1990. Prior to that he served as a Senior Group Vice President of the
Packaging and Industrial Products Division Domestic and International since
January 1, 1989.

G. P. Morris was elected Vice President and Chief Strategic Officer effective
February 7, 1994. He is also Vice President of Finance - North American and
International Foods Division, to which he was elected effective September 9,
1993. Prior to that he was Vice President and Group Executive of Maxwell House
Coffee Company.

R. D. Kautto was elected Vice President - Human Resources effective February 1,
1994. Prior to that he was Vice President - Employee Relations at Phillip
Morris Companies, Inc. since 1992. Prior to that he was Vice President - Human
Resources at General Foods U.S.A.

P. J. Keuper was elected Vice President - Public Affairs effective September 1,
1991. Prior to that he served as the Company's outside public relations
counsel as a Managing Director of Adams & Rinehart.

P. J. Josenhans was elected Secretary of the Company effective April 26, 1991.
He has served as Associate General Counsel since 1982.

Item 11. Executive Compensation
- -------- ----------------------

The information required by this item will be contained in the Company's
1994 Proxy Statement beginning with the information contained under the caption
"COMPENSATION OF DIRECTORS" and continuing through the caption "EMPLOYMENT,
TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS," and such information is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------

The information required by this item will be contained under the caption
"OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES" in the Company's 1994 Proxy
Statement, and such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------

Not applicable
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Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------- ----------------------------------------------------------------

a) 1. Financial Statements
--------------------

The Consolidated Financial Statements and the report thereon of Price
Waterhouse dated March 20, 1994, appearing on pages 27 to 41 of the 1993 Annual
Report to Shareholders, are incorporated herein by reference in this Form 10-K
Annual Report. Except as specifically indicated herein, no other data
appearing in the Company's 1993 Annual Report to Shareholders is deemed to be
filed as part of this Form 10-K Annual Report.

2. Financial Statement Schedules
-----------------------------

The following additional financial data should be read in conjunction with
the Consolidated Financial Statements in the 1993 Annual Report to
Shareholders. All other schedules have been omitted because they are not
applicable or the required information is shown in the Consolidated Financial
Statements or Notes thereto. Financial statements of 50% or less owned persons
and other unconsolidated persons accounted for by the equity method have been
omitted because considered in the aggregate as a single subsidiary they do not
constitute a significant subsidiary.


Sequential
Additional Financial Data Page
---------------------------------- ----------

Report of independent accountants on financial
statement schedules 12
Financial schedules:
Property and equipment (Schedule V) 13
Accumulated depreciation of property and
equipment (Schedule VI) 14


3. Exhibits
--------

Executive Compensation Plans and Arrangements are listed herein at Exhibits
(10)(iv) through (10)(xiv)(f).

(3)(i) Restated Certificate of Incorporation and
Amendments, incorporated herein by reference
from Exhibit 3(i) to the 1992 Form 10-K
Annual Report.

(ii) By-Laws.

(4)(i) Form of Indenture dated as of January 15,
1983, as supplemented by the First
Supplemental Indenture dated as of March 31,
1986 relating to the $200,000,000 8-3/8%
Sinking Fund Debentures due 2016,
incorporated herein by reference from
Exhibit 4(a) and (b) to Amendment No. 1 to
Registration Statement of Form S-3, File No.
33-4381.
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(ii) Form of Indenture dated as of December 15,
1986, as supplemented by the First
Supplemental Debenture dated as of December
15, 1986 relating to the $315,000,000 Medium
Term Notes, Series A, incorporated herein by
reference from Exhibit 4(a) through (d) to
Amendment No. 1 to Registration Statement on
Form S-3, File No. 33-8775.

(iii) Form of Indenture dated as of December 15,
1987, as supplemented by the First
Supplemental Indenture dated as of December
15, 1987 and the Second Supplemental
Indenture dated as of February 1, 1993,
incorporated herein by reference from
Exhibit 4(a) through (d) to Registration
Statement on Form S-3, File No. 33-45770,
relating to the following Debentures and
Notes:

(a) The $125,000,000 9-7/8% Notes due
November 1, 1997.

(b) The $150,000,000 9-1/4% Sinking Fund
Debentures due 2019.

(c) The $200,000,000 9-1/5% Debentures
due 2021.

(d) The $250,000,000 7-7/8% Debentures
due 2023.

(iv) Form of Indenture relating to Zero Coupon
Notes due 2002, dated as of May 21, 1992,
incorporated herein by reference from
Exhibit 4(iv) to the 1992 Form 10-K Annual
Report.

(v) Form of Lynx Equity Unit Agreement relating
to Zero Coupon Notes due 2002, dated as of
May 21, 1992, incorporated herein by
reference from Exhibit 4(v) to the 1992 Form
10-K Annual Report.

(10)(i) Rights Agreement dated as of January 28,
1986, relating to preferred share purchase
rights, incorporated herein by reference
from Exhibit I to the Registrant's Form 8-K,
dated January 28, 1986.

(ii) Amendment to Rights Agreement dated as of
November 29, 1988, incorporated herein by
reference from Exhibit I to the Registrant's
Form 8, dated December 6, 1988.

(iii) Second Amendment to Rights Agreement dated
as of May 22, 1991, incorporated herein by
reference from Exhibit I to the Registrant's
Form 8, dated June 7, 1991.

(iv) 1994 Management Incentive Plan.

(v) 1994 Stock Option Plan.
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(vi) Executive Family Survivor Protection Plan as amended through December
9, 1993.

(vii) Executives Excess Benefits Plan as amended through December 9, 1993.

(viii) Executives Supplemental Pension Plan as amended through December 9,
1993.

(ix) Advisory Directors Plan, incorporated herein by reference from
Exhibit 10(viii) to the 1989 Form 10-K Annual Report.

(x) Advisory Directors Plan Trust Agreement, incorporated herein by
reference from Exhibit 10(ix) to the 1988 Form 10-K Annual Report.

(xi) Supplemental Benefit Trust Agreement as amended through December 9,
1993.

(xii) Form of Indemnification Letter Agreements entered into with all
Directors of the Company, incorporated herein by reference from
Exhibit 10(xii) to the 1988 Form 10-K Annual Report.

(xiii) Form of Letter Agreement entered into with all holders of stock
appreciation rights, incorporated herein by reference from Exhibit
10(xiii) to the 1989 Form 10-K Annual Report.

(xiv) (a) Agreement with Mr. A. S. D'Amato, Chairman and Chief
Executive Officer, incorporated herein by reference from
Exhibit 10(i) to the June 30, 1993 Form 10-Q.

(b) Amendment to Agreement with Mr. A. S. D'Amato, incorporated
herein by reference from Exhibit 10(i) to the September 30,
1993 Form 10-Q.

(c) Supplement to Agreement with Mr. A. S. D'Amato.

(d) Agreement with Mr. E. R. Shames, President and Chief
Operating Officer, incorporated herein by reference from
Exhibit 10(ii) to the June 30, 1993 Form 10-Q.

(e) Description of Amendment to Agreement with Mr. E. R. Shames.

(f) Agreement with Mr. R. J. Ventres, Chairman of the Executive
Committee, incorporated herein by reference from Exhibit
10(xvii)(b) to the 1991 Form 10-K Annual Report.
10
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(g) Description of Amendment to
Agreement with Mr. R. J. Ventres.

(h) Form of salary continuance
arrangement with Executive Officers,
incorporated herein by reference
from Exhibit 10(ix)(c) to the 1987
Form 10-K Annual Report.

(i) Agreement with Mr. J. G. Hettinger.

(j) Agreement with Mr. G. J. Waydo.

(xv) Second Amended and Restated Deposit
Agreement, dated February 16, 1993 among
Borden Chemicals and Plastics Limited
Partnership, Society National Bank, Borden,
Inc. and BCP Management, Inc., incorporated
herein by reference from Exhibit 10 (xviii)
to the 1992 Form 10-K Annual Report.

(12) Calculation of Ratio of Earnings to Fixed
Charges.

(13) Portion of 1993 Annual Report to
Shareholders.

(22) Subsidiaries of Registrant.

(24) The Consent of Independent Accountants and
Report of Independent Accountants on
Financial Statement Schedules appear on page
12 of this Form 10-K Annual Report.

Copies of the foregoing Exhibits are available to Shareholders of record upon
written request to Investor Relations at the Executive Offices of the Company,
and the payment of $.50 per page to help defray the cost of handling, copying,
and postage.

(b) Reports on Form 8-K
-------------------

On December 13, 1993 Borden, Inc. filed a Form 8-K which announced the
resignation by Anthony S. D'Amato of his position as Director, Chairman and
Chief Executive Officer of Borden, Inc. and the appointment of Frank J. Tasco
as Chairman of the Board and Ervin R. Shames as Chief Executive Officer.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

BORDEN, INC.

By /s/ George P. Morris
------------------------------------
George P. Morris, Vice President
and Chief Strategic Officer (Principal
Financial Officer)

By /s/ Richard W. Pennell
------------------------------------
Richard W. Pennell, Assistant General
Controller (Principal Accounting Officer)


Date: March 29, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities indicated, on the date set forth above.

Signature Title
--------- -----

/s/ F. J. Tasco Director and Chairman of the Board
- ---------------------------------------
(F. J. Tasco)

/s/ E. R. Shames Director, President and Chief
- --------------------------------------- Executive Officer
(E. R. Shames)

/s/ Frederick E. Hennig Director
- ---------------------------------------
(Frederick E. Hennig)

/s/ Wilbert J. LeMelle Director
- ---------------------------------------
(Wilbert J. LeMelle)

/s/ Robert P. Luciano Director
- ---------------------------------------
(Robert P. Luciano)

/s/ H. Barclay Morley Director
- ---------------------------------------
(H. Barclay Morley)

/s/ John E. Sexton Director
- ---------------------------------------
(John E. Sexton)

/s/ Patricia Carry Stewart Director
- ---------------------------------------
(Patricia Carry Stewart)
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REPORT OF INDEPENDENT ACCOUNTANTS ON
------------------------------------
FINANCIAL STATEMENT SCHEDULES
-----------------------------

To the Board of Directors of
Borden, Inc.


Our audits of the consolidated financial statements referred to in our
report dated March 20, 1994 appearing on page 41 of the 1993 Annual Report to
Shareholders of Borden, Inc., (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedules listed in Item 14
(a) 2 of this Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.




PRICE WATERHOUSE

Columbus, Ohio
March 20, 1994



CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (No. 33-45770)
and Form S-8 (No. 33-24225 and No. 2-91503) of Borden, Inc. of our report dated
March 20, 1994 appearing on page 41 of the Annual Report to Shareholders which
is incorporated by reference in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 12 of this Form 10-K.





PRICE WATERHOUSE

Columbus, Ohio
March 28, 1994
13

Schedule V
BORDEN, INC. ----------
AND CONSOLIDATED SUBSIDIARIES
PROPERTY AND EQUIPMENT
-----------------------------
(IN MILLIONS)


ADDITIONS AT COST DEDUCTIONS
----------------------------------- ---------------------------------------
BUSINESSES
ACQUIRED OTHER
BALANCE CAPITAL IN PURCHASE RETIREMENTS ADDITIONS BALANCE
CLASSIFICATION JANUARY 1 EXPENDITURES TRANSACTIONS OR SALES DIVESTITURES AMORTIZATION (DEDUCTIONS) DECEMBER 31
- ---------------------- --------- ------------ ------------ -------- ------------ ------------ ------------ -----------

YEAR ENDED DECEMBER 31, 1993
- ----------------------------
LAND $ 125.6 $ 2.1 $ 6.1 $ 1.2 $ (14.9) $ 105.5
BUILDINGS 815.5 28.7 $ 1.0 22.8 3.0 (208.8) 609.6
MACHINERY AND EQUIPMENT $2,389.5 146.2 45.4 27.5 $6.4 (1) (508.1) 1,949.3
-------- ----- ----- ----- ----- ---- -------- --------

$3,330.6 $177.0 $ 1.0 $74.3 $31.7 $6.4 (1) $(731.8) (2) $2,664.4
======== ====== ===== ===== ===== ==== ======== ========

YEAR ENDED DECEMBER 31, 1992
- ----------------------------
LAND $ 122.6 $ 4.4 $ 0.3 $ 1.4 $ 0.9 $ 0.4 $ 125.6
BUILDINGS 782.1 55.3 1.5 13.3 11.6 1.5 815.5
MACHINERY AND EQUIPMENT 2,338.7 226.5 5.1 50.2 55.7 $5.1 (1) (66.8) 2,389.5
-------- ----- ----- ----- ----- ---- -------- --------

$3,243.6 $286.2 $ 6.9 $64.9 $68.2 $6.1 $ (66.9) (2) $3,330.6
======== ====== ===== ===== ===== ==== ======== ========

YEAR ENDED DECEMBER 31, 1991
- ----------------------------
LAND $ 113.1 $ 9.9 $ 2.1 $ 1.6 $ 0.5 $ (0.2) $ 122.8
BUILDINGS 675.1 117.6 6.0 6.3 4.4 (5.9) 782.1
MACHINERY AND EQUIPMENT 2,220.8 248.5 7.7 71.6 7.1 $5.9 (1) (53.5) 2,338.7
-------- ----- ----- ----- ----- ---- -------- --------

$3,009.0 $376.0 $15.8 $79.7 $12.0 $5.9 $ (59.6) (2) $3,243.6
======== ====== ===== ===== ===== ==== ======== ========



(1) PRIMARILY AMORTIZATION OF CASES AND CANS WHICH IS RECORDED AS DEPRECIATION EXPENSE.
(2) IN 1993, $659.6 WAS RECLASSED TO NET ASSETS OF DISCOUNTINUED OPERATIONS. OTHER DEDUCTIONS CONSIST PRIMARILY OF TRANSLATION
ADJUSTMENTS.

14

Schedule VI
BORDEN, INC. -----------
AND CONSOLIDATED SUBSIDIARIES
ACCUMULATED DEPRECIATION OF
PROPERTY AND EQUIPMENT
-----------------------------
(IN MILLIONS)


ADDITIONS DEDUCTIONS
--------- ---------------------------------------
ACCUMULATED
DEPRECIATION ACCUMULATED
CHARGED TO APPLICABLE TO DEPRECIATION OTHER
BALANCE COSTS AND RETIREMENTS APPLICABLE TO ADDITIONS BALANCE
CLASSIFICATION JANUARY 1 EXPENSES OR SALES DIVESTITURES (DEDUCTIONS) DECEMBER 31
- -------------------- --------- --------- ------------ ------------- ------------ -----------

YEAR ENDED DECEMBER 31, 1993
- ----------------------------
LAND (1) $ 9.5 $ 1.1 $ 0.4 $ (1.4) $ 8.8
BUILDINGS 265.6 52.0 30.1 1.4 (41.5) 244.6
MACHINERY AND EQUIPMENT $1,267.4 233.5 153.7 16.4 (256.5) 1,074.3
-------- ----- ------ ----- -------- --------

$1,542.5 $286.6 $184.2 $17.8 $(299.4) (2) $1,327.7
======== ====== ====== ===== ======== ========

YEAR ENDED DECEMBER 31, 1992
- ----------------------------
LAND (1) $ 8.2 $ 1.1 $ 0.1 $ 0.3 $ 9.5
BUILDINGS 228.4 47.0 5.9 1.7 (2.2) 265.6
MACHINERY AND EQUIPMENT 1,103.3 262.9 59.0 30.1 (9.7) 1,267.4
-------- ----- ------ ----- -------- --------

$1,339.9 $311.0 $ 65.0 $31.8 $ (11.6) (2) $1,542.5
======== ====== ====== ===== ======== ========

YEAR ENDED DECEMBER 31, 1991
- ----------------------------
LAND (1) $ 7.3 $ 0.9 $ 0.1 $ 0.1 $ 8.2
BUILDINGS 211.4 24.2 2.4 1.5 (3.3) 228.4
MACHINERY AND EQUIPMENT 1.083.5 137.6 96.3 4.4 (17.3) 1,103.3
-------- ----- ------ ----- -------- --------

$1,302.2 $162.9 $ 98.8 $ 5.9 $ (20.5) (2) $1,339.9
======== ====== ====== ===== ======== ========



(1) REPRESENTS DEPRECIABLE IMPROVEMENTS TO LAND.
(2) IN 1993, $267.5 WAS RECLASSED TO NET ASSETS OF DISCOUNTINUED OPERATIONS. OTHER DEDUCTIONS CONSIST PRIMARY OF TRANSLATION
ADJUSTMENTS.