<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2000
                                       -
                          Commission  File No. 1-9699



                         BORDEN CHEMICALS AND PLASTICS
                              LIMITED PARTNERSHIP

                 Delaware                              31-1269627
         (State of organization)          (I.R.S. Employer Identification No.)

 Highway 73, Geismar, Louisiana  70734                    614-225-4482
(Address of principal executive offices)        (Registrant's telephone number)



                                    ______

     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 _____.
                                               ----


                                    ______

     Number of Common Units outstanding as of the close of business on May 5,
2000:  36,750,000.

================================================================================


                                       1
<PAGE>

               BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                     (In thousands, except per Unit data)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                           ---------------------------------------

                                                                  March 31,           March 31,
                                                                    2000                1999
                                                                  --------            --------
<S>                                                        <C>                       <C>
Revenues
  Net trade sales........................................         $158,489            $ 99,824
  Net sales to related parties...........................           22,435              15,610
                                                                  --------            --------

        Total revenues...................................          180,924             115,434
                                                                  --------            --------

Expenses
  Cost of goods sold
        Trade............................................          142,013              91,558
        Related parties..................................           22,121              16,331
  Marketing, general & administrative expense............            7,935               6,161
  Interest expense.......................................            7,463               6,386
  Other expense, including minority
        interest and equity in loss of affiliate.........            1,021                 689
                                                                  --------            --------

             Total expenses..............................          180,553             121,125
                                                                  --------            --------

  Net income (loss)......................................              371              (5,691)
       Less 1% General Partner interest..................               (4)                 57
                                                                  --------            --------
  Net income (loss) applicable to Limited
       Partners' interest................................         $    367            $ (5,634)
                                                                  ========            ========


Per Unit data-basic, net of 1% General Partner interest
  Net income (loss) per Unit.............................         $   0.01            $  (0.15)
                                                                  ========            ========

  Average number of Units outstanding during the period             36,750              36,750
                                                                  ========            ========

  Cash distributions declared per Unit...................         $   0.00            $   0.00
                                                                  ========            ========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       2
<PAGE>

               BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                (In thousands)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                           ---------------------------------------

                                                                  March 31,           March 31,
                                                                    2000                1999
                                                                  --------            --------
<S>                                                        <C>                       <C>
Cash Flows From Operations

Net income (loss).........................................         $   371            $(5,691)

Adjustments to reconcile net loss income to net cash
provided by operating activities:
Depreciation............................................            10,110              8,707
Increase (decrease) in cash from
changes in certain assets and liabilities:
Receivables, net.....................................               (9,122)             2,482
Inventories..........................................                2,597             (1,459)
Payables.............................................               (9,539)            (5,942)
Accrued Interest.....................................                4,527              4,928
Other, net...........................................               (1,546)               672
                                                                   -------            -------
                                                                    (2,602)             3,697
                                                                   -------            -------

Cash Flows Used In Investing Activities
Capital expenditures....................................            (1,046)            (3,913)
Plant acquisition.......................................            (8,177)                 0
                                                                   -------            -------
                                                                    (9,223)            (3,913)
                                                                   -------            -------

Cash Flows Used In Financing Activities
Proceeds from long-term borrowings......................            20,139              1,800
Repayments of long-term borrowings......................            (5,638)            (2,200)
Payment of debt issuance costs..........................            (1,113)                 0
                                                                   -------            -------
                                                                    13,388            (   400)
                                                                   -------            -------

Increase (decrease) in cash and equivalents...............           1,563             (  616)

Cash and equivalents at beginning of period...............           5,759              8,703
                                                                   -------            -------

Cash and equivalents at end of period.....................         $ 7,322            $ 8,087
                                                                   =======            =======

Supplemental Disclosures of Cash Flow Information

Interest paid during the period...........................         $ 2,199            $ 1,101
                                                                   =======            =======
</TABLE>

See Notes to Consolidated Financial Statements

                                       3
<PAGE>

               BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                                (In thousands)

<TABLE>
<CAPTION>
              ASSETS                                                             March 31, 2000       December 31, 1999
              ------                                                             ---------------      ------------------
<S>                                                                              <C>                  <C>
Cash and equivalents.........................................................       $   7,322             $   5,759
Accounts receivable (less allowance for doubtful accounts
 of $501 and $456, respectively)
  Trade......................................................................          83,933                75,794
  Related parties............................................................          15,845                14,862
Inventories
  Finished and in process goods..............................................          35,693                36,041
  Raw materials and supplies.................................................          13,243                15,492
Other current assets.........................................................           4,323                 4,443
                                                                                    ---------             ---------
  Total current assets.......................................................         160,359               152,391
                                                                                    ---------             ---------

Investments in and advances to affiliated companies..........................           8,332                 8,521
Other assets.................................................................          50,747                50,679
                                                                                    ---------             ---------
                                                                                       59,079                59,200
                                                                                    ---------             ---------

Plant, property and equipment
  Land.......................................................................          16,390                16,308
  Buildings..................................................................          46,019                45,625
  Machinery and equipment....................................................         722,006               704,252
                                                                                    ---------             ---------
                                                                                      784,415               766,185
  Less accumulated depreciation..............................................        (507,035)             (496,925)
                                                                                    ---------             ---------
  Net plant, property and equipment..........................................         277,380               269,260
                                                                                    ---------             ---------

    Total assets.............................................................       $ 496,818             $ 480,851
                                                                                    =========             =========

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

Accounts and drafts payable..................................................       $  56,978             $  66,517
Accrued interest.............................................................           7,936                 3,409
Other accrued liabilities....................................................          17,912                17,084
                                                                                    ---------             ---------
  Total current liabilities..................................................          82,826                87,010

Long-term debt...............................................................         277,701               263,200
Deferred tax on gross margin.................................................           6,640                 6,640
Other liabilities............................................................          10,142                 4,866
Minority interest in consolidated subsidiary.................................             658                   655
                                                                                    ---------             ---------
  Total liabilities..........................................................         377,967               362,371
                                                                                    ---------             ---------

Partners' capital
  Limited Partners...........................................................         119,133               118,766
  General Partner............................................................            (282)                 (286)
                                                                                    ---------             ---------
     Total partners' capital.................................................         118,851               118,480
                                                                                    ---------             ---------

     Total liabilities and partners' capital.................................       $ 496,818             $ 480,851
                                                                                    =========             =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

               BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP

            CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                  (Unaudited)
                                (In thousands)

<TABLE>
<CAPTION>
                                                              Limited       General
                                                              Partners      Partner       Total
                                                              --------      -------       -----
<S>                                                           <C>           <C>          <C>
Balance at December 31, 1998.........................         $142,517       $(  46)    $ 142,471
   Net loss..........................................          ( 5,634)       (  57)     (  5,691)
                                                              --------       ------     ---------
Balance at March 31, 1999............................         $136,883       $( 103)    $ 136,780
                                                              ========       ======     =========


Balance at December 31, 1999.........................         $118,766       $( 286)    $ 118,480
   Net income........................................              367            4           371
                                                              --------       ------     ---------
Balance at March 31, 2000............................         $119,133       $( 282)    $ 118,851
                                                              ========       ======     =========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       5
<PAGE>

BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except Unit and per Unit data)

1.   Interim Financial Statements

The accompanying unaudited interim consolidated condensed financial statements
of Borden Chemicals and Plastics Limited Partnership (the "Partnership"), and
its subsidiary operating partnership Borden Chemicals and Plastics Operating
Limited Partnership (the "Operating Partnership") contain all adjustments,
consisting only of normal recurring adjustments, which in the opinion of BCP
Management, Inc. (the "General Partner") are necessary for a fair statement of
the results for the interim periods.  Results for the interim periods are not
necessarily indicative of the results for the full year.

Basic income per unit is computed by dividing net income, after subtracting the
General Partner's 1% interest, by the weighted average number of units
outstanding. Currently, there are no potentially dilutive securities;
accordingly, basic income per unit and diluted income per unit are equivalent.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which is
effective in 2000 for the Partnership. The statement requires that all
derivatives be recorded in the balance sheet as either assets or liabilities and
be measured at fair value. The accounting for changes in fair value of a
derivative depends on the intended use of the derivative and the resulting
designation. The Partnership is in the process of assessing the impact that SFAS
No. 133 will have on the consolidated financial statements.

2.   Environmental and Legal Proceedings

Under an Environmental Indemnity Agreement (the "EIA") with Borden, Inc.
("Borden"), Borden has agreed, subject to certain specified limitations, to
indemnify the Partnership in respect of environmental liabilities arising from
facts or circumstances that existed and requirements in effect prior to November
30, 1987, the date of the initial sale of the Geismar and Illiopolis plants to
the Partnership. The Partnership is responsible for environmental liabilities
arising from facts or circumstances that existed and requirements that become
effective on or after such date. With respect to certain environmental
liabilities that may arise from facts or circumstances that existed and
requirements in effect both prior to and after such date, Borden and the
Partnership will share liabilities on an equitable basis considering all of the
facts and circumstances including, but not limited to, the relative contribution
of each to the matter and the amount of time each has operated the assets in
question (to the extent relevant). No claims can be made under the EIA after
November 30, 2002.

The Partnership is subject to extensive federal, state and local environmental
laws and regulations which impose limitations on the discharge of pollutants
into the air and water, establish standards for the treatment, storage,
transportation and disposal of solid and hazardous wastes, and impose
obligations to investigate and remediate contamination in certain circumstances.
The Partnership has expended substantial resources, both financial and
managerial, and it anticipates that it will continue to do so in the future.
Failure to comply with the extensive federal, state and local environmental laws
and regulations could result in significant civil or criminal penalties and
remediation costs.

The Partnership is subject to legal proceedings and claims which may arise in
the ordinary course of business.  In the opinion of the management of the
Partnership, the amount of the ultimate liability, taking into account its
insurance coverage, including its risk retention program and Environmental
Indemnity Agreement with Borden, is unlikely to have a material adverse effect
on the financial position or results of operations of the Partnership.

                                       6
<PAGE>

3.  Segment Information

The Partnership's internal reporting is organized on the basis of products.
Each of the following products is considered to be an operating segment of the
business: polyvinyl chloride ("PVC"), vinyl chloride monomer ("VCM"), acetylene,
methanol, formaldehyde, ammonia and urea. These operating segments have been
aggregated into three reportable segments according to the nature and economic
characteristics of the products, production processes and other similarities.
The segments are (i) PVC Polymers Products, which consist of PVC resins and
feedstocks (VCM and acetylene), (ii) Methanol and Derivatives, which consist of
methanol and formaldehyde, and (iii) Nitrogen Products, which consist of ammonia
and urea.

The Partnership evaluates performance of the segments and allocates resources to
them based upon contributing margin, which is gross margin net of distribution
expense.

Financial information for each of the reportable segments for the first quarters
of 2000 and 1999 is provided in the following table.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                            PVC         Methanol
                          Polymers        and          Nitrogen     Consolidated
                          Products     Derivatives     Products        Totals
--------------------------------------------------------------------------------
<S>                       <C>          <C>             <C>          <C>
2000
Revenues                  $141,056       $27,531        $12,337       $180,924
Contributing Margin         21,177        (1,929)        (2,458)        16,790

1999
Revenues                  $ 83,125       $19,817        $12,492       $115,434
Contributing Margin          9,097            57         (1,609)         7,545
</TABLE>

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

A reconciliation of the total segment consolidated contributing margin to total
consolidated income for the first quarters ended March 31, 2000 and 1999, is as
follows:

<TABLE>
<CAPTION>
                                            2000          1999
                                            ----          ----
<S>                                      <C>           <C>
Total segment contributing margin         $16,790       $ 7,545
Marketing, general and
   Administrative expense                  (7,935)       (6,161)
Interest expense                           (7,463)       (6,386)
Other misc. (expense) income, net          (1,021)         (689)
                                          -------       -------

Consolidated income (loss)                $   371       $(5,691)
                                          =======       =======

</TABLE>

4.  Debt

The Operating Partnership entered into a new four-year Credit Agreement (the
"Year 2000 Revolving Credit Facility") with Fleet Capital Corporation ("Fleet"),
effective March 31, 2000, which provides for a revolving credit facility of up
to $100 million subject to borrowing base limitations. The Operating
Partnership's obligations under the facility are secured by its accounts
receivable, inventory and a lien against certain fixed assets. The Year 2000
Revolving Credit Facility replaced the existing facility and all amounts
outstanding under that facility were repaid with borrowings under the Year 2000
Revolving Credit Facility. In addition, the change in control of the General
Partner, the Partnership or the Operating Partnership are all events of default
under the Year 2000 Revolving Credit Facility.

                                       7
<PAGE>

On May 1, 1995, the Operating Partnership issued $200 million aggregate
principal amount of 9.5% Notes due 2005 (the "Notes") pursuant to an Indenture
dated as of May 1, 1995 (the "Indenture"). The Notes are senior unsecured
obligations of the Operating Partnership.

The Notes include restrictions on the Operating Partnership's ability to make
cash distributions, incur additional indebtedness, sell assets, engage in
sale/leasebacks and to take certain other actions. Upon a Change in Control, the
holders of the Notes may require the Operating Partnership to repurchase their
Notes at a price equal to 101% of the aggregate principal amount plus accrued
and unpaid interest to the date of repurchase.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

Results of Operations
Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999

Revenues

Total revenues during the first quarter of 2000 increased $65.5 million or 57%
to $180.9 million from $115.4 million in the first quarter of 1999.  This
increase was the result of a $57.9 million increase in PVC Polymers Products
revenues, a $7.7 million increase in Methanol and Derivatives revenues and  a
$0.1 million decrease in Nitrogen Products revenues.

Total revenues for PVC Polymers Products increased $57.9 million as a result of
a 55% increase in selling prices, and a 13% increase in sales volumes.  Selling
prices and volume increases are the result of increased demand in the
marketplace.

Total revenues for Methanol and Derivatives increased $7.7 million as a result
of a 17% and 19% increase in selling prices and sales volumes, respectively.
These results are due to an increase in demand coupled with a number of
competitors' plants being idle during the current period.

Total revenues for Nitrogen Products decreased $0.1 million as a result of a 17%
increase in sales prices, which was offset by a 20% decrease in volume.
Increased prices are due to tightened demand in world markets.  This was offset
by decreased volume due to an outage in our ammonia plant during the first
quarter of 2000.

Cost of Goods Sold

Total cost of goods sold increased $56.2 million to $164.1 million in the
current period from $107.9 million in the same period last year.  The increase
was due to increased sales volumes along with increases in all major raw
materials.  Expressed as a percent of revenue, cost of goods sold was 91% in the
current period versus 93% in the prior year.

PVC Polymers Products contributing margin improved upon prior year's
profitability to a profit of $21.2 million from $9.1 million for the same
quarter of 1999.  This is a result of both an increase in selling prices, and a
higher yielding product mix.

Contributing margin of Methanol and Derivatives decreased from a profit of $0.1
million in the first quarter of 1999 to a loss of $1.9 million in the first
quarter of 2000.  Increased natural gas costs were partially offset by a 17%
increase in selling prices.

Nitrogen Products generated a $2.5 million loss in the first quarter of 2000,
compared to a $1.6 million loss for the same quarter of 1999.  Natural gas price
increases and sales volume that decreased 20% were not able to be offset by a
17% selling price increase when compared to the same period last year.

Interest Expense

Interest expense for the first quarter of 2000 increased $1.1 million which is
the result of having drawn $77.7 million under the Revolving Credit Facility in
the first quarter of 2000 compared to $51.4 million for the same period a year
ago.

Net Income

Net income for the first quarter of 2000 was $0.4 million compared to a $5.7
million loss for the first quarter of 1999.  As discussed above, the primary
reasons for the $6.1 million increase from prior year was the result of
increased volume and selling prices from PVC products that were partially offset
by declines in Methanol and Nitrogen products.

                                       9
<PAGE>

Liquidity and Capital Resources

Cash Flows from Operations.  Cash provided by operations for the first quarter
2000 totaled ($2.6) million, a reduction of $6.3 million primarily due to an
unfavorable change in both accounts receivable and payables offset by a return
to profitability.

Cash Flows from Investing Activities.  First quarter capital expenditures
totaled $1.0 million and $3.9 million for 2000 and 1999, respectively.  The
Partnership had a 50% interest in a 200 million pound stated annual capacity
acetylene plant at the Geismar complex, with the remaining 50% interest held by
BASF Corporation.  The Partnership purchased BASF's interest in the acetylene
plant in January 2000 for $15.9 million, $8.2 million of which was paid in the
first quarter 2000 and the remaining balance of which is payable equally over
the succeeding thirty-six months.

Cash Flows from Financing Activities.  Net long-term borrowings were $14.5
million in the first quarter of 2000 compared to a repayment of $0.4 million in
the first quarter of 1999.  An increase of $6.0 million in net income was offset
by unfavorable increases in capital expenditures and plant acquisitions of $5.3
million, a $1.1 million debt issuance cost payment, an $11.6 million increase in
working capital requirements, and unfavorable variances in  other assets and
liabilities of $2.9 million.

Liquidity

Adverse business conditions for the Partnership's methanol and nitrogen product
groups caused the Partnership to incur net losses over three of the past four
quarters.  Unless business conditions improve, industry overcapacity affecting
these product groups is likely to partially offset the improvement in the
Partnership's PVC Polymer group.  This performance combined with the
Partnership's acquisition of BASF's ownership in the Geismar acetylene plant,
and its capital expenditure needs (which are anticipated to be in the range of
$4.0 to $5.0 million per quarter), along with restrictions in the new Credit
Agreement and the Indenture make it highly unlikely that the Partnership will
declare quarterly cash distributions in 2000.

The Operating Partnership entered into a new four-year Credit Agreement (the
"Year 2000 Revolving Credit Facility") with Fleet Capital Corporation ("Fleet"),
effective March 31, 2000, which provides for a revolving credit facility of up
to $100 million subject to borrowing base limitations.  The Operating
Partnership's obligations under the facility are secured by its accounts
receivable, inventory and a lien against certain fixed assets.   The Year 2000
Revolving Credit Facility replaced the existing facility and all amounts
outstanding under that facility were repaid with borrowings under the Year 2000
Revolving Credit Facility.  As of March 31, 2000, the Operating Partnership had
$77.7 million outstanding under the Year 2000 Revolving Credit Facility.

As of March 31, 2000, the Operating Partnership had $77.7 million outstanding
under the Year 2000 Revolving Credit Facility. Under the Year 2000 Revolving
Credit Facility, the company, at its option, may make either LIBOR based or Base
Rate borrowings.  The applicable margin for such borrowings is reset quarterly,
beginning fourth quarter 2000, based on the ratio of EBITDA to cash interest
expense for the previous twelve months.  For LIBOR based borrowings the
applicable margin can range from LIBOR plus 1.25% to 2.50%, and for Base Rate
borrowings, the margin can range from Base Rate flat to Base Rate plus 0.5%.  In
addition, the Operating Partnership pays a commitment fee between 0.375% and
0.50% on the unused portion of the facility based on the same EBITDA to cash
interest expense ratio.  The applicable margin, through the quarter ended
September 30, 2000, is 2.25% for LIBOR loans and 0.25% for Base Rate loans and
the commitment fee is 0.50% for the same period.  The Credit Agreement contains
covenants that place significant restrictions on, among other things, the
ability to incur additional indebtedness, make distributions, engage in certain
transactions with affiliates, create liens or other encumbrances, merge or
consolidate with other entities, make acquisitions, make capital expenditures,
and sell or otherwise dispose of assets.  In addition, a change in control of
the General Partner, the Partnership or the Operating Partnership are events of
default under the Year 2000 Revolving Credit Facility.

On May 1, 1995, the Operating Partnership issued $200 million aggregate
principal amount of 9.5% Notes due 2005 (the "Notes") pursuant to an Indenture
dated as of May 1, 1995 (the "Indenture").  The Notes are senior unsecured
obligations of the Operating Partnership.

                                       10
<PAGE>

The Notes include restrictions on the Operating Partnership's ability to make
cash distributions, incur additional indebtedness, sell assets, and to take
certain other actions.  Upon a change in control, the holders of the Notes may
require the Operating Partnership to repurchase their Notes at a price equal to
101% of the aggregate principal amount plus accrued and unpaid interest to the
date of repurchase.

Strategic Alternatives

In November 1999, the Partnership announced that A.D. Little had been retained
to assist in developing strategic business plans for its various operations.  In
January 2000, the Partnership announced its intention to evolve into a focused
PVC company and to explore ways to realize value in the near term for its non-
PVC businesses.  A variety of options with industry players, including
alliances, joint ventures, acquisitions of supply contracts, and/or a sale of
all of the non-PVC businesses are being evaluated and pursued.  However, the
Partnership has not made any decisions that impact its ability to continue to
operate the non-PVC businesses.  No assurance can be given that these efforts
will result in any transaction.


Capital Expenditures

The Partnership currently believes that the level of annual base capital
expenditures over the next two years will be in the range of $15 to $20 million
per year.  Total capital expenditures for 2000 are anticipated to be
approximately $26.1 million with a large portion relating to the acquisition of
BASF's 50% share of the acetylene plant at the Geismar complex.


Item 2-A Market Risk
--------------------

Interest Rate Risk - The Year 2000 Credit Facility provides up to $100 million
under a revolving credit agreement with Fleet Capital Corporation.  The credit
facility expires on March 30, 2004, at which time all amounts outstanding must
be repaid.  Interest on borrowings under the revolving credit facility are
determined, at the Operating Partnership's option, based on the applicable LIBOR
rate (one, two, three or six month periods) plus a margin.  The ABR rate is the
greater of  (a) the prime rate as announced or quoted by Fleet Bank or (b)
Federal Funds Effective rate plus .50%.  At March 31, 2000, borrowings under the
facility were $77.7 million and bore interest at 9.25%.

The Partnership is exposed to swings in the LIBOR or ABR rates.  A change of
1.00% in the applicable rate would change the Partnership's interest cost by
$0.8 million based on the borrowings at March 31, 2000.

Commodity Risk - The Partnership generally does not use derivatives or other
financial instruments such as futures contracts to manage commodity market risk.
However, at certain times of the year the Operating Partnership will enter into
contracts whereby it agrees to purchase a specified quantity of natural gas (the
Operating Partnership's principal raw material) at a fixed price.  Such
contracts are generally not in excess of three months forward, and the Operating
Partnership generally limits such forward purchases to 60% of a month's
requirements.  In addition, the Partnership has entered into a fifteen year
supply agreement (commencing in 1997) to provide a long-term supply of ethylene,
a raw material, and minimize price volatility.  The purchase price for the
product varies with the supplier's raw material and variable costs, which are
market-driven, as well as its fixed costs.  The Partnership evaluates all such
contracts on the basis of whether committed costs are expected to be realized in
light of current and expected selling prices when the commodities are consumed
in manufactured products.

Foreign Exchange and Equity Risk - The Partnership is not exposed to significant
foreign exchange or equity market risk.

Forward-Looking Statements

Certain statements in this section are forward-looking.  These can be identified
by the use of forward-looking words or phrases such as "believe", "expect",
"may" and "potential", among others and include statements regarding the
business outlook for the Operating Partnership and its ability to fund its cash
needs.  The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for such forward-looking statements.  While these forward-looking
statements are based on the Partnership's reasonable current expectations, a
variety of risks uncertainties and other

                                       11
<PAGE>

factors, including many which are outside the control of the Partnership, could
cause the Partnership's actual results to differ materially from the anticipated
results or expectations expressed in such forward-looking statements. The risks,
uncertainties and other factors that may affect the operations, performance,
development and results of the Partnership include changes in the demand for and
pricing of its commodity products, changes in industry production capacity,
changes in the supply of and costs of its significant raw materials, and changes
in applicable environmental, health and safety laws and regulations.



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

There have been no material development in the ongoing legal proceedings that
are discussed in the Partnership's 1999 Annual Report on Form 10-K.

The Partnership is subject to legal proceedings and claims that may arise in the
ordinary course of business.  In the opinion of the management of the
Partnership, the amount of ultimate liability, taking into account its insurance
coverage, including its risk retention program and Environmental Indemnity
Agreement with Borden, is unlikely to have a material adverse effect on the
financial position or results of operations of the Partnership.


Item 6a.  Exhibits
------------------

   10.2    Revolving Credit Agreement. Dated March 31, 2000, between the
           Operating Partnership and Fleet Capital Corporation, as Agent and as
           a lender, and other lenders.

                                       12
<PAGE>

SIGNATURE

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


                                         BORDEN CHEMICALS AND PLASTICS
                                         LIMITED PARTNERSHIP
                                         By BCP Management, Inc.,
                                         its General Partner


                                   By:           /s/ James O. Stevning
                                         --------------------------------------
                                                     James O. Stevning
                                         Chief Financial Officer and Treasurer
                                         Principal Accounting Officer



May 5, 2000

                                       13