Exhibit  4.7


                       REGISTRATION  RIGHTS  AGREEMENT


     REGISTRATION  RIGHTS AGREEMENT, dated as of January 1, 2002, between BORDEN
CHEMICAL, INC., a New Jersey corporation (the "Company"), BORDEN HOLDINGS, INC.,
                                               -------
a  Delaware  corporation ("Holdings"), and BDS TWO, INC., a Delaware corporation
                           --------
("BDS  Two"  and,  together  with  Borden,  the  "Parents").
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                                    RECITALS
                                    --------

     As  of  the  date  hereof,  Holdings is the holder of 198,974,994 shares of
Common  Stock, par value $.01 per share (the "Common Stock"), of the Company and
                                              ------------
BDS Two is the holder of 858,970 shares of Common Stock.  The Company desires to
provide  to  the  Parents  and to each other Holder (as defined below) rights to
registration  under  the  Securities  Act  (as  defined  below)  of  Registrable
Securities  (as  defined  below), on the terms and subject to the conditions set
forth  herein.


                                    AGREEMENT
                                    ---------


    1.       Definitions.  As  used  in  this Agreement,  the  following
             -----------
capitalized terms shall have the following respective meanings:

     "Common  or  Common  Equivalent  Registrable  Securities":  Registrable
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Securities  which  are (i) Common Stock or (ii) Preferred Stock or Warrants that
are  convertible  into  or  exchangeable  or  exercisable  for  Common  Stock.

     "Demand  Party":  (a)  Borden,  (b)  BDS  Two  or  (c)  any other Holder or
      -------------
Holders,  including,  without limitation, any Person that may become an assignee
of  either  of the Parents' rights hereunder; provided that to be a Demand Party
                                              --------
under  this  clause  (c),  a  Holder  or  Holders must either individually or in
aggregate  with  all  other  Holders  with  whom it is acting together to demand
registration  own  at  least  1%  of the total number of Registrable Securities.

     "Exchange  Act":  The  Securities  Exchange Act of 1934, as amended, or any
      -------------
similar  federal statute then in effect, and a reference to a particular section
thereof  shall  be  deemed  to include a reference to the comparable section, if
any,  of  any  such  similar  federal  statute.

     "Holder":  The  Parents  and  any  other  holder  of Registrable Securities
      ------
(including  any  direct  or  indirect  transferees  of either of the Parents who
agrees  in  writing  to  be  bound  by  the  provisions  of  this  Agreement).

     "Person":  Any  individual,  partnership,  joint  venture,  corporation,
      ------
trust,  unincorporated  organization  or government or any department or agency
thereof.

     "Registrable  Securities":  Any  Common  Stock, Preferred Stock or Warrants
      -----------------------
acquired  by  either  of  the  Parents  from the Company or any affiliate of the
Company,  Common Stock issued upon the conversion of any Preferred Stock or upon
the  exercise of Warrants or otherwise, and any Common Stock, Preferred Stock or
Warrants  which  may be issued or distributed in respect thereof by way of stock
dividend  or  stock  split  or  other  distribution,  recapitalization  or
reclassification.  Any  particular  Registrable Securities that are issued shall
cease  to  be  Registrable  Securities  when  (i)  a registration statement with
respect to the sale by the Holder of such securities shall have become effective
under  the  Securities  Act  and  such securities shall have been disposed of in
accordance  with  such  registration  statement, (ii) such securities shall have
been distributed to the public pursuant to Rule 144 (or any successor provision)
under  the  Securities  Act,  (iii)  such  securities  shall have been otherwise
transferred,  new  certificates  for  such  securities  not  bearing  a  legend
restricting  further  transfer  shall  have  been  delivered  by the Company and
subsequent  disposition  of  such  securities  shall not require registration or
qualification  of  such  securities  under  the  Securities  Act  or  any  state
securities  or  blue  sky  law then in force, or (iv) such securities shall have
ceased  to  be  outstanding.

     "Registration  Expenses":  Any  and all expenses incident to performance of
      ----------------------
or  compliance  with  this Agreement, including, without limitation, (i) all SEC
and  stock  exchange  or  National  Association of Securities Dealers, Inc. (the
"NASD")  registration  and  filing  fees (including, if applicable, the fees and
expenses  of any "qualified independent underwriter," as such term is defined in
Schedule  E  to  the By-laws of the NASD, and of its counsel), (ii) all fees and
expenses  of  complying  with  securities  or  blue sky laws (including fees and
disbursements  of  counsel  for  the  underwriters  in  connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger and
delivery  expenses,  (iv)  all fees and expenses incurred in connection with the
listing  of  the  Registrable  Securities on any securities exchange pursuant to
clause  (viii)  of  Section  4  and  all  rating  agency  fees, (v) the fees and
disbursements  of  counsel  for  the  Company  and  of  its  independent  public
accountants,  including the expenses of any special audits and/or "cold comfort"
letters  required  by  or  incident to such performance and compliance, (vi) the
reasonable  fees  and  disbursements  of  counsel selected pursuant to Section 7
hereof  by  the  Holders  of  the  Registrable  Securities  being  registered to
represent such Holders in connection with each such registration, (vii) any fees
and  disbursements of underwriters customarily paid by the issuers or sellers of
securities,  including  liability  insurance if the Company so desires or if the
underwriters  so  require,  and  the reasonable fees and expenses of any special
experts  retained  in  connection with the requested registration, but excluding
underwriting  discounts  and  commissions and transfer taxes, if any, and (viii)
other reasonable out-of-pocket expenses of Holders (provided that such expenses
                                                     --------
shall  not  include  expenses of counsel other than those provided for in clause
(vi)  above).

     "Securities  Act":  The  Securities  Act  of  1933,  as  amended, or any
      ---------------
similar federal  statute then in effect, and a reference to a particular section
thereof shall be deemed to include a reference to the comparable section,
if any, of any such  similar  federal  statute.

     "SEC":  The  Securities and Exchange Commission or any other federal agency
      ---
at  the  time  administering  the  Securities  Act  or  the  Exchange  Act.

    2.     Incidental  Registrations.  (a)  Right  to  Include  Common or
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Common  Equivalent Registrable Securities.  If the Company at any time after the
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date  hereof  proposes to register its Common Stock (or any security, including,
without  limitation,  Preferred  Stock or Warrants, which is convertible into or
exchangeable  or  exercisable  for Common Stock) under the Securities Act (other
than  a  registration  on  Form  S-4  or  S-8,  or  any successor or other forms
promulgated  for similar purposes), whether or not for sale for its own account,
in  a  manner  which  would  permit  registration of Common or Common Equivalent
Registrable Securities for sale to the public under the Securities Act, it will,
at each such time, give prompt written notice to all Holders of Common or Common
Equivalent Registrable Securities of its intention to do so and of such Holders'
rights  under  this Section 2.  Upon the written request of any such Holder made
within 15 days after the receipt of any such notice (which request shall specify
the  Common  or Common Equivalent Registrable Securities intended to be disposed
of  by  such  Holder),  the  Company  will  use  its  best efforts to effect the
registration  under  the  Securities  Act  of  all  Common  or Common Equivalent
Registrable  Securities  which  the Company has been so requested to register by
the  Holders  thereof,  to the extent requisite to permit the disposition of the
Common or Common Equivalent Registrable Securities so to be registered; provided
                                                                        --------
that  (i)  if,  at  any  time  after  giving  written notice of its intention to
register  any  securities  and  prior  to the effective date of the registration
statement  filed  in  connection  with  such  registration,  the  Company  shall
determine  for  any  reason not to proceed with the proposed registration of the
securities  to  be  sold  by  it, the Company may, at its election, give written
notice  of  such  determination  to  each  Holder of Common or Common Equivalent
Registrable  Securities  and,  thereupon, shall be relieved of its obligation to
register  any  Common  or Common Equivalent Registrable Securities in connection
with  such  registration  (but  not  from its obligation to pay the Registration
Expenses  in  connection  therewith),  and (ii) if such registration involves an
underwritten  offering,  all  Holders of Common or Common Equivalent Registrable
Securities  requesting  to  be  included in the Company's registration must sell
their  Common  or  Common  Equivalent Registrable Securities to the underwriters
selected  by  the  Company  on  the  same  terms  and conditions as apply to the
Company,  with  such  differences, including any with respect to indemnification
and  liability insurance, as may be customary or appropriate in combined primary
and  secondary  offerings.  If a registration requested pursuant to this Section
2(a)  involves  an  underwritten public offering, any Holder of Common or Common
Equivalent Registrable Securities requesting to be included in such registration
may  elect, in writing prior to the effective date of the registration statement
filed  in  connection with such registration, not to register such securities in
connection  with  such registration.  Nothing in this Section 2(a) shall operate
to  limit  the right of a Holder to (i) request the registration of Common Stock
issuable  upon  conversion  or  exercise  of convertible securities held by such
Holder  notwithstanding the fact that, at the time of request, such Holder holds
only convertible securities or (ii) request the registration at one time of both
Common  Stock  and  Common  Equivalent  Registrable  Securities.

     (b)  Expenses.  The  Company  will  pay  all  Registration Expenses in
          --------
connection  with  each  registration  of Common or Common Equivalent Registrable
Securities  requested  pursuant  to  this  Section  2.

     (c)  Priority in Incidental Registrations.  If a registration pursuant
          ------------------------------------
to this Section 2 involves an underwritten offering and the managing underwriter
advises  the  Company  in writing that, in its opinion, the number of securities
requested  to  be  included in such registration exceeds the number which can be
sold  in  such  offering,  so  as  to be likely to have an adverse effect on the
price,  timing  or  distribution  of  the securities offered in such offering as
contemplated  by the Company, then the Company will include in such registration
(i)  first,  100%  of the securities proposed to be sold by the Company and (ii)
second,  to  the  extent of the number of securities requested to be included in
such  registration  which,  in  the opinion of such managing underwriter, can be
sold  without  having  the  adverse  effect  referred  to  above,  the number of
securities which the Holders have requested to be included in such registration,
such  amount  to be allocated pro rata among all requesting Holders on the basis
of  the  relative  number  of securities then held by each such Holder (provided
that  any  securities  thereby  allocated  to  any  such Holder that exceed such
Holder's  request  will be reallocated among the remaining requesting Holders in
like  manner).

    3.     Registration  on  Request.  (a)  Request  by the Demand Party.
           ------------------------        ----------------------------
At  any  time  upon  the written request of the Demand Party requesting that the
Company  effect the registration under the Securities Act of all or part of such
Demand  Party's  Registrable  Securities  and specifying the amount and intended
method  of disposition thereof, the Company will promptly give written notice of
such requested registration to all other Holders of such Registrable Securities,
and thereupon will, as expeditiously as possible, use its best efforts to effect
the  registration  under  the  Securities  Act  of:

               (i)          such  Registrable  Securities  (including,  if  such
request  relates  to  Preferred Stock or Warrants which are  convertible into or
exchangeable  or  exercisable  for  shares of Common Stock, the shares of Common
Stock issuable upon such conversion, exchange or exercise) which the Company has
been  so  requested  to  register  by  the  Demand  Party;  and

               (ii)          all  other Registrable Securities of the same class
or series as are to be registered at the request of a Demand Party and which the
Company  has  been  requested to register by any other Holder thereof by written
request  given  to  the  Company within 15 days after the giving of such written
notice  by  the  Company  (which  request  shall specify the amount and intended
method  of  disposition  of  such  Registrable  Securities),

all  to  the  extent necessary to permit the disposition (in accordance with the
intended  method  thereof  as  aforesaid) of the Registrable Securities so to be
registered;  provided  that,  with  respect  to  any Demand Party other than the
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Parents,  the  Company  shall  not  be  obligated  to effect any registration of
Registrable Securities under this Section 3(a) unless such Demand Party requests
that  the  Company  register  at  least  1%  of  the total number of Registrable
Securities;  and  provided,  further,  that, unless Holders of a majority of the
                  --------   -------
shares of Registrable Securities held by Holders consent thereto in writing, the
Company  shall not be obligated to file a registration statement relating to any
registration  request under this Section 3(a) (x) within a period of nine months
after  the  effective  date  of any other registration statement relating to any
registration  request under this Section 3(a) which was not effected on Form S-3
(or  any  successor or similar short-form registration statement) or relating to
any  registration  effected  under Section 2, or (y) if with respect thereto the
managing  underwriter,  the SEC, the Securities Act or the rules and regulations
thereunder,  or  the  form  on  which the registration statement is to be filed,
would  require the conduct of an audit other than the regular audit conducted by
the  Company  at  the  end  of  its fiscal year, in which case the filing may be
delayed  until  the  completion of such regular audit (unless the Holders of the
Registrable Securities to be registered agree to pay the expenses of the Company
in connection with such an audit other than the regular audit).  Nothing in this
Section  3(a)  shall  operate  to limit the right of a Holder to (i) request the
registration of Common Stock issuable upon conversion or exercise of convertible
securities  held  by  such  Holder notwithstanding the fact that, at the time of
request,  such  Holder  holds  only  convertible  securities or (ii) request the
registration  at one time of both Common Stock and Common Equivalent Registrable
Securities.


    (b)  Registration  Statement  Form.  If  any  registration  requested
         -----------------------------
pursuant  to  this  Section 3 which is proposed by the Company to be effected by
the  filing of a registration statement on Form S-3 (or any successor or similar
short-form  registration  statement) shall be in connection with an underwritten
public  offering,  and  if  the managing underwriter shall advise the Company in
writing  that, in its opinion, the use of another form of registration statement
is  of  material  importance to the success of such proposed offering, then such
registration  shall  be  effected  on  such  other  form.

     (c)  Expenses.  The  Company  will  pay  all Registration Expenses in
          --------
connection  with  the  first  six  (6)  registrations of each class or series of
Registrable  Securities  pursuant  to this Section 3 upon the written request of
any  of  the  Holders, provided that, for purposes hereof, a request to register
                       --------
Common  Stock  into  which  Preferred  Stock  or  Warrants  are  convertible,
exchangeable or exercisable in conjunction with a registration of such Preferred
Stock  or Warrants shall be deemed to be one request for registration of a class
or  series  of  Registrable  Securities.  All  expenses  for  any  subsequent
registrations of Registrable Securities pursuant to this Section 3 shall be paid
pro  rata  by  the  Company  and  all  other  Persons  (including  the  Holders)
participating in such registration on the basis of the relative number of shares
of  Common  Stock  or relative aggregate liquidation preference of the shares of
Preferred Stock, or the relative number of Warrants, as the case may be, of each
such  person  whose  Registrable  Securities  are included in such registration.

     (d)  Effective  Registration  Statement.  A  registration  requested
          ----------------------------------
pursuant  to  this  Section 3 will not be deemed to have been effected unless it
has  become  effective;  provided  that  if, within 180 days after it has become
                         --------
effective,  the offering of Registrable Securities pursuant to such registration
is  interfered  with by any stop order, injunction or other order or requirement
of  the  SEC  or  other  governmental agency or court, such registration will be
deemed  not  to  have  been  effected.

     (e)  Selection of Underwriters.  If a requested registration pursuant
          -------------------------
to  this  Section 3 involves an underwritten offering, the Holders of a majority
of  the shares of Registrable Securities which are held by Holders and which the
Company  has  been  requested  to  register  shall  have the right to select the
investment  banker or bankers and managers to administer the offering; provided,
                                                                       --------
however, that such investment banker or bankers and managers shall be reasonably
-------
satisfactory  to  the  Company.

     (f)  Priority  in  Requested  Registrations.  If  a  requested
          --------------------------------------
registration  pursuant  to  this Section 3 involves an underwritten offering and
the  managing  underwriter  advises the Company in writing that, in its opinion,
the  number  of  securities  requested  to  be  included  in  such  registration
(including  securities  of  the  Company  which  are not Registrable Securities)
exceeds  the number which can be sold in such offering, the Company will include
in such registration only the Registrable Securities requested to be included in
such  registration.  In  the  event  that  the  number of Registrable Securities
requested  to  be included in such registration exceeds the number which, in the
opinion  of  such  managing  underwriter,  can  be  sold,  the  number  of  such
Registrable  Securities  to  be included in such registration shall be allocated
pro  rata  among  all  requesting Holders on the basis of the relative number of
shares  of  Registrable  Securities then held by each such Holder (provided that
any  shares  thereby  allocated  to  any  such  Holder that exceed such Holder's
request  shall  be  reallocated  among  the remaining requesting Holders in like
manner).  In the event that the number of Registrable Securities requested to be
included  in  such registration is less than the number which, in the opinion of
the  managing  underwriter,  can  be  sold,  the  Company  may  include  in such
registration  the  securities  the  Company proposes to sell up to the number of
securities  that,  in  the  opinion  of  the  underwriter,  can  be  sold.

     (g)  Additional  Rights.  If  the  Company  at any time grants to any
          ------------------
other holders of Common Stock, Preferred Stock or Warrants any rights to request
the  Company  to  effect  the  registration under the Securities Act of any such
shares  of  Common Stock, Preferred Stock or Warrants on terms more favorable to
such  holders  than  the  terms  set  forth in this Section 3, the terms of this
Section  3  shall  be  deemed amended or supplemented to the extent necessary to
provide  the  Holders  such  more  favorable  rights  and  benefits.

    4.     Registration  Procedures.  If  and  whenever  the  Company  is
           ------------------------
required  to  use  its  best  efforts to effect or cause the registration of any
Registrable  Securities  under the Securities Act as provided in this Agreement,
the  Company  will,  as  expeditiously  as  possible:

                    (i)     prepare  and, in any event within 120 days after the
end  of  the  period within which a request for registration may be given to the
Company,  file  with  the  SEC  a  registration  statement  with respect to such
Registrable  Securities  and  use  its  best  efforts to cause such registration
statement  to  become  effective,  provided,  however,  that  the  Company  may
                                   --------   -------
discontinue  any registration of its securities which is being effected pursuant
to  Section  2  at  any  time  prior  to  the effective date of the registration
statement  relating  thereto;

                    (ii)     prepare  and  file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as may be necessary to keep such registration statement effective for
a  period  not  in  excess  of 270 days and to comply with the provisions of the
Securities  Act,  the  Exchange  Act  and  the  rules and regulations of the SEC
thereunder  with  respect  to  the disposition of all securities covered by such
registration  statement  during  such  period  in  accordance  with the intended
methods  of  disposition  by  the  seller  or  sellers thereof set forth in such
registration  statement; provided that before filing a registration statement or
                         --------
prospectus,  or  any amendments or supplements thereto, the Company will furnish
to  counsel  selected  pursuant  to  Section  7  hereof  by  the  Holders of the
Registrable  Securities covered by such registration statement to represent such
Holders,  copies  of all documents proposed to be filed, which documents will be
subject  to  the  review  of  such  counsel;

                    (iii)     furnish  to  each  seller  of  such  Registrable
Securities  such  number  of  copies  of such registration statement and of each
amendment  and  supplement  thereto  (in  each case including all exhibits filed
therewith,  including  any  documents incorporated by reference), such number of
copies of the prospectus included in such registration statement (including each
preliminary  prospectus  and  summary  prospectus),  in  conformity  with  the
requirements  of the Securities Act, and such other documents as such seller may
reasonably  request  in  order  to facilitate the disposition of the Registrable
Securities  by  such  seller;

                    (iv)     use  its  best  efforts to register or qualify such
Registrable  Securities  covered  by  such registration in such jurisdictions as
each  seller  shall reasonably request, and do any and all other acts and things
which  may  be  reasonably  necessary  or  advisable  to  enable  such seller to
consummate  the  disposition in such jurisdictions of the Registrable Securities
owned  by such Seller, except that the Company shall not for any such purpose be
required  to  qualify  generally  to do business as a foreign corporation in any
jurisdiction  where,  but for the requirements of this clause (iv), it would not
be  obligated  to  be  so  qualified,  to subject itself to taxation in any such
jurisdiction  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

                    (v)     use  its  best  efforts  to  cause  such Registrable
Securities  covered  by  such  registration  statement  to be registered with or
approved  by such other governmental agencies or authorities as may be necessary
to  enable  the  seller or sellers thereof to consummate the disposition of such
Registrable  Securities;

                    (vi)     notify  each  seller  of  any  such  Registrable
Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act within the
appropriate  period mentioned in clause (ii) of this Section 4, of the Company's
becoming  aware  that the prospectus included in such registration statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances then
existing,  and  at  the  request of any such seller, prepare and furnish to such
seller a reasonable number of copies of an amended or supplemental prospectus as
may  be  necessary  so  that,  as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of
a  material  fact or omit to state a material fact required to be stated therein
or  necessary  to make the statements therein not misleading in the light of the
circumstances  then  existing;

                    (vii)     otherwise  use its best efforts to comply with all
applicable  rules and regulations of the SEC, and make available to its security
holders,  as  soon as reasonably practicable (but not more than eighteen months)
after  the  effective  date of the registration statement, an earnings statement
which  shall  satisfy  the provisions of Section 11(a) of the Securities Act and
the  rules  and  regulations  promulgated  thereunder;

                    (viii)     (A)  if  such  Registrable  Securities are Common
Stock  (including  Common  Stock  issuable  upon  conversion  of  a  convertible
security),  use  its  best  efforts  to  list such Registrable Securities on any
securities exchange on which the Common Stock is then listed if such Registrable
Securities are not already so listed and if such listing is then permitted under
the  rules  of such exchange; (B) if such Registrable Securities are convertible
securities,  upon  the  reasonable request of sellers of a majority of shares of
such  Registrable  Securities,  use  its  best  efforts  to list the convertible
securities  and,  if  requested,  the  Common  Stock  underlying the convertible
securities,  notwithstanding  that at the time of request such sellers hold only
convertible  securities,  on  any  securities  exchange  so  requested,  if such
Registrable  Securities  are  not  already so listed and if such listing is then
permitted  under the rules of such exchange; and (C) and use its best efforts to
provide  a  transfer agent and registrar for such Registrable Securities covered
by  such  registration  statement  not  later  than  the  effective date of such
registration  statement;

                    (ix)     enter  into such customary agreements (including an
underwriting  agreement  in  customary  form), which may include indemnification
provisions  in  favor  of  underwriters  and other persons in addition to, or in
substitution for the provisions of Section 5 hereof, and take such other actions
as  sellers  of  a  majority  of  shares  of  such Registrable Securities or the
underwriters,  if any, reasonably request in order to expedite or facilitate the
disposition  of  such  Registrable  Securities;

                    (x)     obtain  a  "cold comfort" letter or letters from the
Company's  independent public accounts in customary form and covering matters of
the  type customarily covered by "cold comfort" letters as the seller or sellers
of  a majority of shares of such Registrable Securities shall reasonably request
(provided  that Registrable Securities constitute at least 25% of the securities
covered  by  such  registration  statement);

                    (xi)     make available for inspection by any seller of such
Registrable  Securities  covered  by  such  registration  statement,  by  any
underwriter  participating  in  any  disposition to be effected pursuant to such
registration  statement  and by any attorney, accountant or other agent retained
by  any  such  seller or any such underwriter, all pertinent financial and other
records,  pertinent corporate documents and properties of the Company, and cause
all of the Company's officers, directors and employees to supply all information
reasonably  requested  by  any such seller, underwriter, attorney, accountant or
agent  in  connection  with  such  registration  statement;

                    (xii)     notify  counsel  (selected  pursuant  to Section 7
hereof)  for the Holders of Registrable Securities included in such registration
statement  and  the  managing underwriter or agent, immediately, and confirm the
notice  in  writing  (i)  when the registration statement, or any post-effective
amendment  to  the  registration  statement, shall have become effective, or any
supplement  to the prospectus or any amendment prospectus shall have been filed,
(ii)  of  the  receipt of any comments from the SEC, (iii) of any request of the
SEC to amend the registration statement or amend or supplement the prospectus or
for  additional  information,  and  (iv)  of the issuance by the SEC of any stop
order suspending the effectiveness of the registration statement or of any order
preventing  or  suspending  the  use  of  any  preliminary prospectus, or of the
suspension  of  the  qualification of the registration statement for offering or
sale  in  any  jurisdiction,  or  of  the  institution  or  threatening  of  any
proceedings  for  any  of  such  purposes;

                    (xiii)     make  every  reasonable  effort  to  prevent  the
issuance  of  any  stop  order  suspending the effectiveness of the registration
statement  or  of  any order preventing or suspending the use of any preliminary
prospectus  and,  if  any  such order is issued, to obtain the withdrawal of any
such  order  at  the  earliest  possible  moment;

                    (xiv)     if  requested by the managing underwriter or agent
or  any  Holder of Registrable Securities covered by the registration statement,
promptly incorporate in a prospectus supplement or post-effective amendment such
information  as  the  managing  underwriter  or  agent or such Holder reasonably
requests  to be included therein, including, without limitation, with respect to
the  number  of  Registrable  Securities  being  sold  by  such  Holder  to such
underwriter or agent, the purchase price being paid therefor by such underwriter
or agent and with respect to any other terms of the underwritten offering of the
Registrable  Securities  to  be  sold  in  such  offering; and make all required
filings  of  such  prospectus  supplement or post-effective amendment as soon as
practicable  after being notified of the matters incorporated in such prospectus
supplement  or  post--effective  amendment;

                    (xv)     cooperate  with  the  Holders  of  Registrable
Securities covered by the registration statement and the managing underwriter or
agent, if any, to facilitate the timely preparation and delivery of certificates
(not  bearing  any restrictive legends) representing securities to be sold under
the  registration  statement,  and  enable  such  securities  to  be  in  such
denominations and registered in such names as the managing underwriter or agent,
if  any,  or  such  Holders  may  request;

                    (xvi)     obtain  for delivery to the Holders of Registrable
Securities  being  registered  and  to  the  underwriter  or agent an opinion or
opinions  from  counsel for the Company in customary form and in form, substance
and  scope  reasonably  satisfactory to such Holders, underwriters or agents and
their  counsel;  and

                    (xvii)     cooperate  with  each  seller  of  Registrable
Securities  and  each  underwriter  or agent participating in the disposition of
such  Registrable Securities and their respective counsel in connection with any
filings  required  to  be  made  with  the  NASD.

     The  Company  may require each seller of Registrable Securities as to which
any  registration is being effected to furnish the Company with such information
regarding  such  seller and pertinent to the disclosure requirements relating to
the registration and the distribution of such securities as the Company may from
time  to  time  reasonably  request  in  writing.

     Each  Holder  of  Registrable  Securities  agrees that, upon receipt of any
notice  from  the Company of the happening of any event of the kind described in
clause  (vi)  of  this  Section  4,  such  Holder  will  forthwith  discontinue
disposition  of  Registrable  Securities  pursuant to the registration statement
covering  such  Registrable Securities until such Holder's receipt of the copies
of  the  supplemented  or amended prospectus contemplated by clause (vi) of this
Section  4,  and, if so directed by the Company, such Holder will deliver to the
Company  (at the Company's expense) all copies, other than permanent file copies
then  in  such  Holder's possession, of the prospectus covering such Registrable
Securities  current  at  the  time  of receipt of such notice.  In the event the
Company  shall give any such notice, the period mentioned in clause (ii) of this
Section  4  shall  be  extended by the number of days during the period from and
including  the date of the giving of such notice pursuant to clause (vi) of this
Section  4  and  including  the  date when each seller of Registrable Securities
covered  by  such  registration  statement shall have received the copies of the
supplemented  or  amended prospectus contemplated by clause (vi) of this Section
4.

    5.     Indemnification.  (a)  Indemnification by the Company.  In the
           ----------------       -------------------------------
event  of any registration of any securities of the Company under the Securities
Act  pursuant to Section 2 or 3, the Company will, and it hereby does, indemnify
and hold harmless, to the extent permitted by law, the seller of any Registrable
Securities covered by such registration statement, each affiliate of such seller
and  their  respective  directors  and  officers or general and limited partners
(including  any  director,  officer,  affiliate, employee, agent and controlling
Person  of  any  of  the  foregoing),  each  other Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any,  who controls such seller or any such underwriter within the meaning of the
Securities  Act  (collectively,  the "Indemnified Parties"), against any and all
losses,  claims,  damages  or  liabilities,  joint  or  several,  and  expenses
(including  reasonable attorney's fees and reasonable expenses of investigation)
to  which  such  Indemnified  Party may become subject under the Securities Act,
common  law or otherwise, insofar as such losses, claims, damages or liabilities
(or  actions or proceedings in respect thereof, whether or not such Indemnified
Party  is  a  party  thereto)  arise  out  of  or  are based upon (a) any untrue
statement  or  alleged  untrue  statement  of any material fact contained in any
registration  statement  under  which  such securities were registered under the
Securities  Act, any preliminary, final or summary prospectus contained therein,
or  any amendment or supplement thereto, or (b) any omission or alleged omission
to  state  therein a material fact required to be stated therein or necessary to
make  the  statements  therein  (in  the  case  of a prospectus, in light of the
circumstances  under  which they were made) not misleading, and the Company will
reimburse  such Indemnified Party for any legal or any other expenses reasonably
incurred  by  it  in connection with investigating or defending against any such
loss,  claim,  liability,  action or proceeding; provided that the Company shall
not  be  liable to any Indemnified Party in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement or
amendment  or  supplement  thereto  or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information furnished
to  the  Company with respect to such seller through an instrument duly executed
by  such  seller  specifically  stating  that  it  is for use in the preparation
thereof;  and  provided,  further,  that  the  Company will not be liable to any
Person who participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within the
meaning  of  the  Securities  Act, under the indemnity agreement in this Section
5(a)  with  respect to any preliminary prospectus or the final prospectus or the
final  prospectus  as amended or supplemented, as the case may be, to the extent
that  any  such  loss,  claim,  damage  or  liability  of  such  underwriter  or
controlling  Person results from the fact that such underwriter sold Registrable
Securities  to  a person to whom there was not sent or given, at or prior to the
written  confirmation  of  such  sale,  a copy of the final prospectus or of the
final  prospectus  as then amended or supplemented, whichever is most recent, if
the  Company  has  previously furnished copies thereof to such underwriter.  For
purposes  of  the  last  proviso to the immediately preceding sentence, the term
"prospectus"  shall  not be deemed to include the documents incorporated therein
by  reference,  and no Person who participates as an underwriter in the offering
or sale of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, shall be obligated to send
or give any supplement or amendment to any document incorporated by reference in
any  preliminary  prospectus  or the final prospectus to any person other than a
person  to  whom  such  underwriter  had delivered such incorporated document or
documents  in  response  to  a  written  request therefor.  Such indemnity shall
remain  in  full  force and effect regardless of any investigation made by or on
behalf of such seller or any Indemnified Party and shall survive the transfer of
such  securities  by  such  seller.

In  addition, the Company will, and it hereby does, indemnify and hold harmless,
to  the extent permitted by law, the Parents, each affiliate of the Parents, and
their  respective  directors  and  officers  or  general  and  limited  partners
(including  any  director,  officer,  affiliate, employee, agent and controlling
Person  or any of the foregoing), against any and all losses, claims, damages or
liabilities,  joint  or  several,  and expenses (including reasonable attorney's
fees  and  reasonable expenses of investigation) in any manner arising out of or
relating  to  (x) the purchase or ownership of capital stock or other securities
of the Company, by the Parents or any such other Person or (y) any litigation to
which  the Parents or any other such Person is made a party in its capacity as a
stockholder or owner of securities (or a partner, director, affiliate, employee,
agent  or  controlling  Person  of  a stockholder or owner of securities) of the
Company

(b)   Indemnification by the Seller.  The Company may require, as a condition to
      -----------------------------
including  any  Registrable  Securities  in  any registration statement filed in
accordance  with  Section  4  herein,  that  the  Company shall have received an
undertaking  reasonably  satisfactory  to it from the prospective seller of such
Registrable Securities or any underwriter to indemnify and hold harmless (in the
same  manner  and  to  the  same  extent as set forth in subdivision (a) of this
Section  5)  the  Company  and all other prospective sellers with respect to any
untrue  statement or alleged untrue statement in or omission or alleged omission
from  such  registration statement, any preliminary, final or summary prospectus
contained  therein,  or any amendment or supplement, if such untrue statement or
alleged  untrue  statement  or omission or alleged omission was made in reliance
upon  and  in  conformity with written information furnished to the Company with
respect  to  such  seller  through an instrument duly executed by such seller or
underwriter  specifically  stating that it is for use in the preparation of such
registration statement, preliminary, final or summary prospectus or amendment or
supplement,  or  a document incorporated by reference into any of the foregoing.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made  by  or  on  behalf of the Company or any of the prospective
sellers,  or  any  of  their  respective  affiliates,  directors,  officers  or
controlling  Persons  and  shall survive the transfer of such securities by such
seller.  In  no  event  shall the liability of any selling Holder of Registrable
Securities hereunder be greater in amount than the dollar amount of the proceeds
received  by such Holder upon the sale of the Registrable Securities giving rise
to  such  indemnification  obligation.

     (c)   Notices  of  Claims,  Etc.  Promptly  after receipt by an Indemnified
           -------------------------
Party  hereunder  of  written  notice  of  the  commencement  of  any  action or
proceeding  with  respect  to  which  a  claim  for  indemnification may be made
pursuant  to  this Section 5, such Indemnified Party will, if a claim in respect
thereof  is to be made against an indemnifying party, give written notice to the
latter  of  the  commencement  of  such action; provided that the failure of the
Indemnified  Party  to  give  notice  as  provided  herein shall not relieve the
indemnifying  party  of its obligations under the preceding subdivisions of this
Section  5,  except  to  the  extent  that  the  indemnifying  party is actually
prejudiced  by  such failure to give notice.  In case any such action is brought
against  an  Indemnified  Party,  unless  in such Indemnified Party's reasonable
judgment  a conflict of interest between such Indemnified Party and indemnifying
parties  may  exist  in  respect  of  such claim, the indemnifying party will be
entitled  to  participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such Indemnified Party, and after notice from
the  indemnifying  party  to such Indemnified Party of its election so to assume
the  defense  thereof,  the  indemnifying  party  will  not  be  liable  to such
Indemnified  Party  for any legal or other expenses subsequently incurred by the
latter  in  connection  with  the defense thereof other than reasonable costs of
investigation.  No  indemnifying  party will consent to entry of any judgment or
enter  into  any  settlement  which  does  not  include as an unconditional term
thereof,  the giving by the claimant or plaintiff to such Indemnified Party of a
release  from  all  liability  in  respect  to  such  claim  or  litigation.

          (d)   Contribution.  If  the  indemnification  provided  for  in  this
                ------------
Section  5  from  the  indemnifying party is unavailable to an Indemnified Party
hereunder  in  respect  of  any losses, claims, damages, liabilities or expenses
referred  to  herein,  then the indemnifying party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to  the  amount  paid or payable by such
Indemnified  Party  as  a result of such losses, claims, damages, liabilities or
expenses  in  such proportion as is appropriate to reflect the relative fault of
the  indemnifying  party  and Indemnified Parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as  any  other  relevant  equitable  considerations.  The relative fault of such
indemnifying  party and Indemnified Parties shall be determined by reference to,
among  other  things,  whether  any  action in question, including any untrue or
alleged  untrue  statement of a material fact or omission or alleged omission to
state  a material fact, has been made by, or relates to information supplied by,
such  indemnifying  party  or  Indemnified  Parties,  and  the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such action.  The amount paid or payable by a party under this Section 5(d) as a
result  of  the  losses,  claims,  damages, liabilities and expenses referred to
above  shall be deemed to include any legal or other fees or expenses reasonably
incurred  by  such  party  in  connection  with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution
pursuant  to  this Section 5(d) were determined by pro rata allocation or by any
other  method  of  allocation  which  does  not  take  account  of the equitable
considerations  referred  to  in the immediately preceding paragraph.  No Person
guilty  of  fraudulent misrepresentation (within the meaning of Section 11(f) of
the  Securities  Act)  shall be entitled to contribution from any Person who was
not  guilty  of  such  fraudulent  misrepresentation.

    (e) Other Indemnification.  Indemnification similar to that specified
       -----------------------
in the preceding subdivisions of this Section 5 (with appropriate modifications)
shall  be  given  by  the Company and each seller of Registrable Securities with
respect  to any required registration or other qualification of securities under
any  federal or state law or regulation or governmental authority other than the
Securities  Act.

    (f)  Non-Exclusivity.  The obligations of the parties under this Section 5
         -----------------
shall  be in addition to any liability which any party may otherwise have to any
other  party.

    6.  Rule  144.  The  Company  covenants  that  it  will file the
        ---------
reports required to be filed by it under the Securities Act and the Exchange Act
and  the rules and regulations adopted by the SEC thereunder (or, if the Company
is not required to file such reports, it will, upon the request of any Holder of
Registrable  Securities,  make publicly available such information), and it will
take  such further action as any Holder of Registrable Securities may reasonably
request,  all  to the extent required from time to time to enable such Holder to
sell  shares of Registrable Securities without registration under the Securities
Act  within  the limitation of the exemptions provided by (i) Rule 144 under the
Securities  Act,  as  such  Rule  may  be amended from time to time, or (ii) any
similar  rule  or  regulation hereafter adopted by the SEC.  Upon the request of
any  Holder of Registrable Securities, the Company will deliver to such Holder a
written  statement  as  to  whether  it  has  complied  with  such requirements.
Notwithstanding anything contained in this Section 6, the Company may deregister
under  Section  12 of the Exchange Act if it then is permitted to do so pursuant
to  the  Exchange  Act  and  the  rules  and  regulations  thereunder.

    7.  Selection  of  Counsel.  In  connection  with any registration of
        ----------------------
Registrable  Securities  pursuant  to  Sections 2 and 3 hereof, the Holders of a
majority  of  the  Registrable  Securities  covered by any such registration may
select one counsel to represent all Holders of Registrable Securities covered by
such  registration;  provided,  however,  that  in  the  event  that the counsel
selected  as  provided  above  is  also  acting  as  counsel  to  the Company in
connection  with  such  registration, the remaining Holders shall be entitled to
select  one  additional  counsel  to  represent  all  such  remaining  Holders.

    8.  Miscellaneous.  (a)  Other  Investors.  The  Company  may  enter  into
      ------------------
agreements  with  other purchasers of Common Stock who are then employees of the
Company  or  any  of  its  subsidiaries, making them parties hereto (and thereby
giving  them  all, or a portion, of the rights, preferences and privileges of an
original  party  hereto)  with respect to additional shares of Common Stock (the
"Supplemental  Agreements");  provided,  however,  that  pursuant  to  any  such
Supplemental  Agreement,  such  purchaser expressly agrees to be bound by all of
the  terms,  conditions  and  obligations of this Agreement as if such purchaser
were  an  original  party hereto.  All shares of Common Stock issued or issuable
pursuant  to  such  Supplemental  Agreements  shall  be deemed to be Registrable
Securities.

     (b)   Holdback  Agreement.  If  any  such  registration  shall  be  in
           --------------------
connection  with  an  underwritten  public  offering, each Holder of Registrable
Securities  agrees  not to effect any public sale or distribution, including any
sale  pursuant to Rule 144 under the Securities Act, of any equity securities of
the  Company, or of any security convertible into or exchangeable or exercisable
for any equity security of the Company (in each case, other than as part of such
underwritten public offering), within 7 days before or such period not to exceed
180 days as the underwriting agreement may require (or such lesser period as the
managing  underwriters may permit) after the effective date of such registration
(except as part of such registration), and the Company hereby also so agrees and
agrees  to  cause  each  other holder of any equity security, or of any security
convertible  into or exchangeable or exercisable for any equity security, of the
Company purchased from the Company (at any time other than in a public offering)
to  so  agree.

     (c)  Amendments and Waivers.  This Agreement may be amended and the Company
          -----------------------
may  take  any  action  herein  prohibited,  or  omit  to perform any act herein
required  to  be  performed  by  it, only if the Company shall have obtained the
written  consent to such amendment, action or omission to act, of the Holders of
a  majority  of  the Registrable Securities then outstanding; provided, however,
that  no  amendment,  waiver  or  consent  to  the  departure from the terms and
provisions  of this Agreement that is adverse to either of the Parents or any of
their  respective  successors and assigns shall be effective as against any such
Person  for  so  long  as  such  Person  holds any Registrable Securities unless
consented  to  in  writing  by  such  Person.  Each  Holder  of  any Registrable
Securities  at  the time or thereafter outstanding shall be bound by any consent
authorized  by  this  Section  8(c),  whether or not such Registrable Securities
shall  have  been  marked  to  indicate  such  consent.

     (d)   Successors,  Assigns  and  Transferees.  This Agreement shall be
           ---------------------------------------
binding  upon  and  shall  inure  to the benefit of the parties hereto and their
respective  successors  and  assigns.  Upon  any  merger or consolidation of the
Parents  with  the Company or any liquidation of the Parents, the stockholder or
stockholders  of  the  Parents  shall  succeed to all of the Parents' rights and
obligations  thereunder.  In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of  the  parties  hereto other than the Company shall also be for the benefit of
and  enforceable by any subsequent Holder of any Registrable Securities, subject
to the provisions contained herein.  Without limitation to the foregoing, in the
event  that  either  of  the  Parents  or  any of their respective successors or
assigns or any other subsequent Holder of any Registrable Securities distributes
or  otherwise  transfers  any shares of the Registrable Securities to any of its
present  or  future  shareholders,  members,  general  or  limited partners, the
Company  hereby  acknowledges  that  the registration rights granted pursuant to
this Agreement shall be transferred to such shareholders, members or partners on
a  pro  rata  basis,  and  that at or after the time of any such distribution or
transfer,  any  such  shareholder,  member,  partner  or  group of shareholders,
members  or  partners  may designate a Person to act on its behalf in delivering
any  notices  or  making  any  requests  hereunder.

     (e)   Notices.  All notices and other communications provided for hereunder
           --------
shall  be in writing and shall be sent by first class mail, telex, telecopier or
hand  delivery:

    (i)     if  to  the  Company,  to:

                              Borden Chemical, Inc.
                              180 East Broad Street
                              Columbus, Ohio 43215
                       Attention: Chief Executive Officer

    (ii)     if  to  Borden  Holdings,  to:

                              Borden Holdings, Inc.
                            One Little Falls Center
                                    Suite 202
                              Wilmington, DE 19808

    with  copies  to:

                                 KKR Associates
                               9 West 57th Street
                            New York, New York 10019
                           Attention: Scott M. Stuart

                                     -and-

                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                        Attention: David J. Sorkin, Esq

    (iii)     if  to  BDS  Two,  to:

                                  BDS Two, Inc.
                            One Little Falls Center
                                    Suite 202
                              Wilmington, DE 19808

    with  copies  to:

                                 KKR Associates
                               9 West 57th Street
                            New York, New York 10019
                           Attention: Scott M. Stuart

                                     -and-

                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                        Attention: David J. Sorkin, Esq

    (iv)     if  to any other holder of Registrable  Securities,  to  the
address  of such other holder as shown in the stock  record  book of the
Company, or to such other address as any of the above shall  have  designated
in  writing  to  all  of  the  other  above.

     All  such  notices and communications shall be deemed to have been given or
made (A) when delivered by hand, (B) five business days after being deposited in
the  mail,  postage  prepaid,  (C) when telexed answer-back received or (D) when
telecopied,  receipt  acknowledged.


    (f)  Descriptive  Headings.  The  headings  in this Agreement are for
        ---------------------
convenience  of reference  only  and  shall  not limit or otherwise affect
the meaning of terms contained  herein.


   (g)   Severability.  In  the  event  that  any  one  or  more  of  the
          -------------
provisions,  paragraphs, words,  clauses,  phrases  or  sentences  contained
herein,  or the application thereof  in  any circumstances, is held invalid,
illegal or unenforceable in any respect  for  any  reason, the validity,
legality and enforceability of any such provision,  paragraph,  word,  clause,
phrase or sentence in every other respect and  of  the  remaining  provisions,
paragraphs,  words,  clauses,  phrases  or sentences  hereof  shall  not be in
any way impaired, it being intended that all rights,  powers and privileges of
the parties hereto shall be enforceable to the fullest  extent  permitted
by  law.

    (h)  Counterparts.  This Agreement  may  be executed in counterparts, and by
         ------------
different  parties  on  separate  counterparts, each of which shall be deemed an
original,  but  all such counterparts shall together constitute one and the same
instrument.

    (i)  Governing Law; Submission to Jurisdiction.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of  New  York  applicable  to  contracts  made and to be performed therein.  The
parties  to  this  Agreement  hereby  agree to submit to the jurisdiction of the
courts  of the State of New York, the courts of the United States of America for
the  Southern District of New York, and appellate courts from any thereof in any
action  or  proceeding  arising  out  of  or  relating  to  this  Agreement.

    (j)  Specific  Performance.  The parties hereto acknowledge and agree that
irreparable  damage  would occur in the event that any of the provisions of this
Agreement  were  not  performed  in accordance with their specific terms or were
otherwise breached.  Accordingly, it is agreed that they shall be entitled to an
injunction  or  injunctions  to  prevent  breaches  of  the  provisions  of this
Agreement  and  to  enforce  specifically the terms and provisions hereof in any
court  of  competent  jurisdiction in the United States or any state thereof, in
addition  to any other remedy to which they may be entitled at law or in equity.


<PAGE>
     IN  WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused  this  Agreement  to  be duly executed on its behalf as of the date first
written  above.



                                            BORDEN  CHEMICAL,  INC.


                                           By:  /s/  William  H.  Carter
                                             ---------------------------
                                           Name:  William  H.  Carter
                                           Title: Executive  Vice  President


                                            BORDEN  HOLDINGS,  INC.


                                           By:  /s/ Alyssa  A.  Anton
                                            ---------------------------
                                           Name:  Alyssa  A.  Anton
                                           Title: Secretary

                                           BDS  TWO,  INC.


                                           By:  /s/ Alyssa  A.  Anton
                                           ---------------------------
                                           Name:  Alyssa  A.  Anton
                                           Title: Vice  President


<PAGE>