Exhibit  4.6

                      FORM OF SALE PARTICIPATION AGREEMENT
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                                                  __________________,  ______


To:  The  Person  whose  name
     and  address  are  set  forth
     on  the  signature  page  hereof

Dear  Sir  or  Madam:

     You  have  entered  into  a Management Stockholder's Agreement, dated as of
____________  __,  _______(the  "Stockholder's Agreement") with Borden Chemical,
                                 -----------------------
Inc.,  a New Jersey corporation (the "Company"), relating to the purchase by you
                                      -------
from  the  Company  of  shares  of  common  stock, par value $.01 per share (the
"Common  Stock"),  of  the  Company.   In connection therewith, Borden Holdings,
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Inc.  and  certain  of  its  affiliates  who own Common Stock (collectively, the
"Parents")  hereby  agree  with  you as follows, effective upon your purchase of
Common  Stock:

     1.     In the event that at any time either of the Parents proposes to sell
for  cash  or  any other consideration any shares of Common Stock of the Company
owned  by it, in any transaction other than a Public Offering (as defined in the
Stockholder's  Agreement)  or  a  sale  to  an affiliate of KKR Associates, such
Parent  will notify you or your Purchaser's Estate or Purchaser's Trust (as such
terms  are defined in Section 2 of the Stockholder's Agreement), as the case may
be,  in  writing  (a "Notice") of such proposed sale (a "Proposed Sale") and the
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material  terms of the Proposed Sale as of the date of the Notice (the "Material
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Terms")  promptly,  and  in  any  event  not  less  than  15  days  prior to the
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consummation  of  the Proposed Sale and not more than 5 days after the execution
of  the  definitive  agreement  relating to the Proposed Sale, if any (the "Sale
                                                                           ----
Agreement").  If  within  10  days  of  your  or  your  Purchaser's  Estate's or
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Purchaser's  Trust's,  as  the  case  may be, receipt of such Notice such Parent

receives  from  you or your Purchaser's Estate or Purchaser's Trust, as the case
may  be,  a written request (a "Purchaser Request") to include Common Stock held
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by  you  or your Purchaser's Estate or Purchaser's Trust, as the case may be, in
the Proposed Sale (which Purchaser Request shall be irrevocable unless (a) there
shall  be  a  material  adverse  change  in  the Material Terms or (b) otherwise
mutually  agreed  to in writing by you or your Purchaser's Estate or Purchaser's
Trust,  as  the case may be, and such Parent), the Common Stock held by you will
be  so  included  as  provided herein; provided that only one Purchaser Request,
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which  shall be executed by you or your Purchaser's Estate or Purchaser's Trust,
as  the  case may be, may be delivered with respect to any Proposed Sale for all
Common  Stock  held  by  you  or  your  Purchaser's Estate or Purchaser's Trust.
Promptly  after  the consummation of the transactions contemplated thereby, such
Parent  will  furnish you, your Purchaser's Trust or your Purchaser's Estate, as
the  case  may  be,  with  a  copy  of  the  Sale  Agreement,  if  any.

     2.     The  number  of shares of Common Stock which you or your Purchaser's
Estate or Purchaser's Trust, as the case may be, will be permitted to include in
a  Proposed  Sale  pursuant to a Purchaser Request will be the lesser of (a) the
sum  of  the  number  of  shares  of  Common  Stock  then  owned  by you or your
Purchaser's  Estate or Purchaser's Trust, as the case may be, plus all shares of
Common  Stock which you are then entitled to acquire under an unexercised option
to  purchase shares of Common Stock, to the extent such option is then vested or
would become vested as a result of the consummation of the Proposed Sale and (b)
the  sum  of  the  shares  of Common Stock then owned by you or your Purchaser's
Estate or Purchaser's Trust, as the case may be, plus all shares of Common Stock
which you are entitled to acquire under an unexercised option to purchase shares
of  Common  Stock,  whether  or  not  fully  vested,  multiplied by a percentage
calculated  by dividing the aggregate number of shares of Common Stock which the
Parents  propose  to  sell in the Proposed Sale by the total number of shares of
Common  Stock  owned by the Parents.  If one or more holders of shares of Common
Stock  who  have been granted the same rights granted to you or your Purchaser's
Estate  or Purchaser's Trust, as the case may be, hereunder elect not to include
the  maximum number of shares of Common Stock which such holders would have been

permitted  to include in a Proposed Sale (the "Eligible Shares"), the Parents or
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such  remaining  holders  of shares of Common Stock, or any of them, may sell in
the  Proposed Sale a number of additional shares of Common Stock owned by any of
them  equal  to  their  pro  rata  portion  of the number of Eligible Shares not
included  in the Proposed Sale, based on the relative number of shares of Common
Stock  then held by each such holder, and such additional shares of Common Stock
which  any  such  holder or holders propose to sell shall not be included in any
calculation made pursuant to this Paragraph 2 for the purpose of determining the
number  of  shares  of  Common  Stock  which  you  or your Purchaser's Estate or
Purchaser's  Trust,  as  the  case  may  be,  will  be permitted to include in a
Proposed  Sale.  The  Parents may sell in the Proposed Sale additional shares of
Common  Stock  owned by it equal to any remaining Eligible Shares which will not
be  included  in  the  Proposed  Sale  pursuant  to  the  foregoing.

     3.     If any of the Parents receives an offer from a person to purchase in
a  Proposed  Sale  (a)  at  least  a majority of the shares of Common Stock then
outstanding  or (b) all or substantially all of the shares of Common Stock owned
by  such  Parent,  and  such offer is accepted by such Parent, then each of you,
your  Purchaser's  Estate  and  your  Purchaser's  Trust  hereby agrees that, if
requested  by  any  Parent  ("Parent Request"), you, your Purchaser's Estate and
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your  Purchaser's  Trust  will  sell in such Proposed Sale on the same terms and
conditions  (including,  without  limitation,  time  of  payment  and  form  of
consideration)  as  to be paid and given to such Parent, the number of shares of
Common  Stock  equal  to the number of shares of Common Stock owned by you, your
Purchaser's  Estate  and your Purchaser's Trust (plus all shares of Common Stock
which  you  are then entitled to acquire under an unexercised option to purchase
shares of Common Stock, to the extent such option is then vested or would become
vested  as  a result of the consummation of the Proposed Sale) multiplied by (x)
in  the case of a Proposed Sale described in clause (a) above, the percentage of
the  then  outstanding  shares  of  Common  Stock  to which the Proposed Sale is
applicable  or (y) in the case of a Proposed Sale described in clause (b) above,
the  percentage  of the shares of Common Stock owned by such Parent to which the
Proposed  Sale  is  applicable.


     4.     (a)  Except  as  may  otherwise be provided herein, shares of Common
Stock  subject  to a Purchaser Request or a Parent Request will be included in a
Proposed  Sale  pursuant  hereto  and in any agreements with purchasers relating
thereto  on  the same terms and subject to the same conditions applicable to the
shares  of Common Stock which such Parent proposes to sell in the Proposed Sale.
Such  terms  and conditions shall include, without limitation:  the sales price;
the  payment  of  fees, commissions, adjustments to purchase price and expenses;
the  provision  of, and representation and warranty as to, information requested
by  such  Parent; and the provision of requisite indemnifications; provided that
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any  fees,  commissions,  adjustments  to  purchase  price,  expenses  or
indemnification  provided  by  you,  your Purchaser's Estate or your Purchaser's
Trust  shall  be  on a pro rata basis in proportion with the number of shares of
Common  Stock  to  be  sold.

            (b)  In  the  event  of  a  transaction (such as a merger or
consolidation)  involving  the  Company which results in a Change of Control (as
defined in Section 15 of the Stockholder's Agreement) but is not a Proposed Sale
(a  "Proposed  Transaction"),  you agree on behalf of yourself, your Purchaser's
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Estate  and  your  Purchaser's  Trust  to  bear your pro rata share of any fees,
commissions, adjustments to purchase price, expenses or indemnities borne by the
Parent.

            (c) Your pro rata share of any amount pursuant to Paragraphs 4(a)
or  (b)  shall be based upon the number of shares of Common Stock owned by
you,  your  Purchaser's  Estate  and  your  Purchaser's Trust plus the number of
shares  of  Common  Stock  you would have the right to acquire under unexercised
options which are then vested or would become vested as a result of the Proposed
Sale  or  Proposed  Transaction.

            (d)  The Parents shall be entitled to estimate the amount of
fees,  commissions,  adjustments  to  purchase price, expenses or indemnities in
connection  with  any Proposed Sale or Proposed Transaction and to withhold such
amounts  from  payments  to  be  made  to  you, your Purchaser's Estate and your
Purchaser's  Trust  at  the  time  of  closing of such Proposed Sale or Proposed
Transaction;  provided  that,  (i)  such estimate shall not preclude the Parents
from  recovering  additional  amounts from you, your Purchaser's Estate and your
Purchaser's  Trust in respect of such fees, commissions, adjustments to purchase
price,  expenses  or  indemnities and (ii) the Parents shall reimburse you, your
Purchaser's  Estate  and your Purchaser's Trust to the extent actual amounts are
ultimately  less  than  the  estimated  amounts.

     5.     Upon  delivering  a Purchaser Request or receiving a Parent Request,
you  or  your Purchaser's Estate or Purchaser's Trust, as the case may be, will,
if  requested by any of the Parents, execute and deliver a custody agreement and
power of attorney in form and substance satisfactory to such Parent with respect
to  the  shares  of Common Stock which are to be sold by you or your Purchaser's
Estate  or  Purchaser's  Trust,  as the case may be, pursuant hereto (a "Custody
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Agreement  and Power of Attorney").  The Custody Agreement and Power of Attorney
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will  provide,  among  other  things,  that  you  or  your Purchaser's Estate or
Purchaser's  Trust,  as  the case may be, will deliver to and deposit in custody
with  the  custodian  and  attorney-in-fact  named  therein  a  certificate  or
certificates representing such shares of Common Stock (duly endorsed in blank by
the  registered  owner or owners thereof) and irrevocably appoint said custodian
and  attorney-in-fact  as  your  or  your  Purchaser's  Estate's  or Purchaser's
Trust's,  as  the  case  may  be, agent and attorney-in-fact with full power and
authority  to  act  under the Custody Agreement and Power of Attorney on your or
your  Purchaser's  Estate's  or  Purchaser's Trust's, as the case may be, behalf
with  respect  to  the  matters  specified  therein.

     6.     Your  or  your  Purchaser's  Estate's or Purchaser's Trust's, as the
case  may  be,  right pursuant hereto to participate in a Proposed Sale shall be
contingent  on  your or your Purchaser's Estate's or Purchaser's Trust's, as the
case  may  be,  strict compliance with each of the provisions hereof and your or
your  Purchaser's  Estate's  or  Purchaser's  Trust's,  as  the  case  may  be,
willingness  to  execute  such  documents  in  connection  therewith  as  may be
reasonably  requested  by  such  Parent.

     7.     The obligations of the Parents hereunder shall extend only to you or
your  Purchaser's  Estate or Purchaser's Trust, as the case may be, and no other
of your or your Purchaser's Estate's or Purchaser's Trust's, as the case may be,
successors  or  assigns  shall  have  any  rights  pursuant  hereto.

     8.     This Agreement shall terminate and be of no further force and effect
on  the  fifth  anniversary  of  the  first  occurrence of a Public Offering (as
defined  in  the  Stockholder's  Agreement).

     9.     All notices and other communications provided for herein shall be in
writing  and shall be deemed to have been duly given when delivered to the party
to  whom  it  is  directed:

      If  to  Borden  Holdings,  Inc. or BDS Two, Inc., to them at the following
address:

                              2711 Centerville Road
                       One Little Falls Centre, Suite 202
                           Wilmington, Delaware 19808


with  copies  to:

                          Kohlberg Kravis Roberts & Co.
                               9 West 57th Street
                            New York, New York 10019
                            Attn: John K. Saer, Jr.
                                      -and-

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




      If  to  you, to you at the address set forth on the signature page hereof;

      If  to  your  Purchaser's  Estate  or  Purchaser's  Trust,  at the address
provided  to  the  Company  by  such  entity;

or  at  such other address as any of the above shall have specified by notice in
writing  delivered  to  the  others  by  certified  mail.

     10.     THE  LAWS  OF  THE  STATE  OF  NEW  JERSEY  SHALL  GOVERN  THE
INTERPRETATION,  VALIDITY  AND  PERFORMANCE  OF  THE  TERMS  OF  THIS AGREEMENT,
REGARDLESS  OF  THE  LAW  THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAW.  ANY SUIT, ACTION OR PROCEEDING AGAINST YOU WITH RESPECT TO THIS AGREEMENT,
OR  ANY  JUDGMENT ENTERED BY ANY COURT IN RESPECT OF ANY THEREOF, MAY BE BROUGHT
IN  ANY  COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW JERSEY OR NEW YORK,
AS  THE  PARENTS  MAY ELECT IN ITS SOLE DISCRETION, AND YOU HEREBY SUBMIT TO THE
NON-EXCLUSIVE  JURISDICTION  OF  SUCH  COURTS  FOR THE PURPOSE OF ANY SUCH SUIT,
ACTION,  PROCEEDING  OR  JUDGMENT.  YOU  HEREBY IRREVOCABLY WAIVE ANY OBJECTIONS
WHICH  YOU  MAY  NOW  OR  HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY
COURT  OF  COMPETENT  JURISDICTION  IN  THE STATE OF NEW JERSEY OR NEW YORK, AND
HEREBY  FURTHER  IRREVOCABLY  WAIVE  ANY  CLAIM  THAT  ANY  SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM.
NO  SUIT,  ACTION  OR PROCEEDING AGAINST ANY OF THE PARENTS WITH RESPECT TO THIS
AGREEMENT  MAY  BE  BROUGHT  IN  ANY  COURT,  DOMESTIC OR FOREIGN, OR BEFORE ANY
SIMILAR  DOMESTIC  OR  FOREIGN  AUTHORITY  OTHER  THAN  IN  A COURT OF COMPETENT
JURISDICTION  IN THE STATE OF NEW JERSEY OR NEW YORK, AND YOU HEREBY IRREVOCABLY
WAIVE  ANY RIGHT WHICH YOU MAY OTHERWISE HAVE HAD TO BRING SUCH AN ACTION IN ANY
OTHER  COURT,  DOMESTIC  OR  FOREIGN,  OR BEFORE ANY SIMILAR DOMESTIC OR FOREIGN
AUTHORITY.  THE PARENTS HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THE
PURPOSE  OF  ANY  SUCH  SUIT,  ACTION  OR  PROCEEDING.

     11.     If  any  of  the  Parents  transfers  its interest in the
Company  to  an affiliate of such Parent, such affiliate shall succeed to all of
such  Parent's  rights  and  obligations  hereunder.  Upon  any  merger  or
consolidation  of  any of the Parents with the Company or any liquidation of any
of  the Parents, the stockholder or stockholders of such Parent shall succeed to
all  of  such  Parent's  rights  and  obligations  hereunder.

     12.     It  is the understanding of the undersigned that you are aware that
no Proposed Sale or Proposed Transaction presently is contemplated and that such
a  transaction  may  never  occur.

This  Agreement  may  be  signed  in  counterparts,  each  of  which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the  same  instrument.




     If  the  foregoing  accurately sets forth our agreement, please acknowledge
your  acceptance  thereof  in  the  space  provided  below  for  that  purpose.



                                              Very  truly  yours,

                                              BORDEN  HOLDINGS,  INC.


                                              By---------------------------
                                                Name:
                                                Title:

                                              BDS  TWO,  INC.


                                              By---------------------------
                                                Name:
                                                Title:

 Accepted  and  agreed  to:

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(Signature)

Address:
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