COMMENTCOMMENT                        This  REGISTRATION  STATEMENT

             has  been  Typeset  by  the  Desktop  Publishing  Group.
      Revisions  to  this  document  must  be  restricted  to  a  486  terminal.
                    Print  only  to  a  PostScript  printer.


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2003
                           REGISTRATION NO. 333-
                                           ----------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                        REGISTRATION STATEMENT UNDER THE
                              SECURITIES ACT OF 1933

                              BORDEN CHEMICAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     NEW JERSEY                     13-0511250
             (State or Other Jurisdiction of      (I.R.S. Employer
               Incorporation or Organization)     Identification Number)



                               180 EAST BROAD ST.
                              COLUMBUS, OHIO 43215
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

          AMENDED AND RESTATED 1996 STOCK PURCHASE AND OPTION PLAN FOR
             KEY EMPLOYEES OF BORDEN CHEMICAL, INC. AND SUBSIDIARIES
                            (Full Title of the Plan)


                              NANCY G. BROWN, ESQ.
                              BORDEN CHEMICAL, INC.
                               180 EAST BROAD ST.
                              COLUMBUS, OHIO 43215
                                 (614) 225-4000
        (Name, Address and Telephone Number of Registrant's for Service)

                                 With Copies to:
                            ARTHUR D. ROBINSON, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<BTB>
===============================================================================================================
                                                                PROPOSED             PROPOSED
TITLE OF SECURITIES TO BE REGISTERED        AMOUNT TO BE        MAXIMUM              MAXIMUM          AMOUNT OF
                                             REGISTERED      OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
                                                              PER SHARE (A)       PRICE (A)              FEE (A)
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>                      <C>
Common Stock, $0.01 par value per share    11,470,633 shares   $  2.00          $  22,941,266.00    $  1,855.95
===============================================================================================================
<FN>


(A)     Pursuant  to  Rule  457(h) under the Securities Act of 1933 (the "Securities Act"), the proposed maximum
offering  price per share, the proposed maximum aggregate offering price and the amount of registration fee have
been  computed  on  the  basis  of  the  price  at which options to be granted under the Plan  may be exercised.
</TABLE>














                                     PART I

ITEM  1.  PLAN  INFORMATION.
     Not  required  to  be  filed  with  this  Registration  Statement.
ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.
     Not  required  to  be  filed  with  this  Registration  Statement.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
     The  following  documents,  previously  filed  by  Borden  Chemical,  Inc.
(formerly  known  as  Borden,  Inc.),  a  New  Jersey  corporation ("BCI" or the
"Company")  with  the  Securities and Exchange Commission (the "Commission") are
hereby  incorporated  by  reference  in  this  Registration  Statement:
    (a)  The  Company's  Annual Report  on  Form 10-K, for the fiscal year ended
         December  31,  2002.
    (b)  The  Company's Quarterly  Report  on  Form 10-Q/A for the quarter ended
         March  31,  2003.
    (c)  The Company's Quarter Report on Form  10-Q  for  the  quarter  ended
         June  30,  2003.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after  the  date  of  this  Registration  Statement and prior to the filing of a
post-effective  amendment  to  this  Registration  Statement indicating that all
securities  offered  have  been  sold  or  which deregisters all securities then
remaining  unsold,  shall  be  deemed  to be incorporated by reference into this
Registration  Statement  and  to  be part hereof from the date of filing of such
documents.  Any  statement  contained in a document incorporated or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained  herein  or  in  any  subsequently  filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.
     The  following description of the terms of the Common Stock is qualified in
its  entirety  by  reference  to  the provisions of the Management Stockholder's
Agreement,  the form of which is filed as part of this Registration Statement as
Exhibit  4.4  and  by  reference  to the provisions of the Company's Amended and
Restated  Certificate of Incorporation filed as Exhibit 4.1 to this Registration
Statement.

The  Amended and Restated Certificate of Incorporation of the Company authorizes
400,000,000  shares of capital stock, consisting of 300,000,000 shares of Common
Stock  par  value $0.01 per share (the "Common Stock") and 100,000,000 shares of
preferred  stock, par value $0.01 per share (the "Preferred Stock").  As of June
30,  2003, the outstanding capital stock of the company consisted of 200,895,628
shares  of  Common  Stock.

COMMON  STOCK
     Voting  Rights.  Holders of Common Stock are entitled to one vote per share
on  all  matters to be voted upon by the stockholders of the Company, and do not
have cumulative voting rights.  Accordingly, the holders of more than 50% of the
shares of Common Stock can elect, if they choose to do so, all of the directors.
In such event, absent contractual provisions to the contrary, the holders of the
remaining  shares  will  not  be  able  to  elect  any  directors.

     Dividend Rights. The holders of Common Stock are entitled to share ratably
in any dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose, subject to the
preferences applicable to any outstanding Preferred Stock and any other
provisions of the Company's Amended and Restated Certificate of Incorporation.

     Liquidation  Rights.  In the event of any liquidation, dissolution or
winding up of the Company, after payment of the debts and other liabilities of
the Company, and subject to the rights of holders of Preferred Stock, if any,
holders of Common Stock are entitled to share pro rata in any distribution to
the stockholders.

     Other  Matters.  Holders  of  Common Stock have no preemptive or other
rights to subscribe for additional shares. No shares of Common Stock are subject
to redemption or a sinking fund. All of the outstanding shares of Common Stock
are fully paid and nonassessable.



ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
     Certain  legal  matters  in connection with the Common Stock offered hereby
are  being  passed  upon for the Company by Nancy G. Brown, Esq., Vice President
and  General  Counsel.  Ms.  Brown will be granted an option to purchase 131,250
shares  of  Common  Stock.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
     Section  14A:3-5  of  the  New  Jersey Business Corporation Act (the "BCA")
provides  that  a  corporation  may  indemnify directors and officers as well as
other  employees  and  individuals against expenses (including attorneys' fees),
judgments,  fines,  and  amounts paid in settlement in connection with specified
actions,  suits  or  proceedings,  whether  civil,  criminal, administrative, or
investigative  (other  than  actions  by  or  in the right of the corporation (a
"derivative  action")),  if  they  acted  in  good  faith  and  in a manner they
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation  and,  with  respect  to  any criminal action or proceedings, had no
reasonable  cause  to believe their conduct was unlawful.  A similar standard is
applicable  in  the case of derivative actions, except that indemnification only
extends  to expenses (including attorneys' fees) incurred in connection with the
defense  or  settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has  been  found  liable to the corporation. The statute provides that it is not
exclusive  of  other  indemnification  that  may  be  granted by a corporation's
certificate of incorporation, by-laws, stockholder vote, agreement or otherwise.
The  Registrant's  certificate of incorporation provides that the Registrant may
indemnify  its  directors  and  officers  to  the  fullest  extent  permitted by
applicable  law.  The  Registrant  has  also  obtained  officers' and directors'
liability  insurance  which  insures  against  liabilities  that  officers  and
directors  of  the  Registrant,  in  such  capacities,  may  incur.

     Section  14A:2-7  of  the  BCA  permits  a  corporation  to  provide in its
certificate of incorporation that a director or officer of the corporation shall
not  be personally liable to the corporation or its stockholders for damages for
breach of any duty owed to the corporation or shareholders, except for liability
for any breach of duty based upon an act or omission (i) resulting in receipt by
such person of an improper personal benefit, (ii) not in good faith or involving
a  knowing violation of law, or (iii) in breach of such person's duty of loyalty
to  the  company  or  its stockholders. Article VII of the Registrant's restated
certificate  of  incorporation  includes  such  a  provision.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
          Not  applicable.

ITEM  8.  EXHIBITS.
          See  "Index  to  Exhibits."

ITEM  9.  UNDERTAKINGS.
  (a)  The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
     post-effective  amendment  to  this  Registration  Statement;

       (i)  to  include any  prospectus required by  Section  10(a)(3)  of  the
            Securities  Act;

      (ii)  to  reflect  in  the  prospectus  any  facts  or  events arising
      after the effective  date of the registration statement (or the most
      recent post-effective amendment  thereof)  which,  individually  or  in
      the  aggregate,  represent  a fundamental  change  in the information set
      forth in the registration statement.  Notwithstanding  the foregoing, any
      increase or decrease in volume of securities offered (if  the total dollar
      value of securities offered would not exceed that which  was  registered)
      and  any  deviation  from  the  low  or high end of the estimated  maximum
      offering  range  may  be reflected in the form of prospectus filed  with
      the  Commission pursuant  to Rule 424(b) if, in the aggregate, the changes
      in  volume  and price represent no more than a 20 percent change in the
      maximum  aggregate  offering price set forth in the "Calculation of
      Registration Fee" table  in  the  effective  Registration  Statement;  and

      (iii)  to  include  any  material  information  with  respect  to  the
      plan  of distribution  not  previously  disclosed  in  this Registration
      Statement or any material  change  to  such  information  in  this
      Registration  Statement.

     (2)  That,  for  the  purposes  of  determining  any  liability
     under  the Securities  Act,  each such post-effective amendment shall be
     deemed to be a new registration statement  relating  to  the  securities
     offered therein, and the offering  of such securities at that time shall
     be deemed to be the initial bona fide  offering  thereof.

     (3)  To  remove  from registration by means of a post-effective amendment
     any of the  securities  being registered which remain unsold at the
     termination of the offering.

  (b)  That,  for  purposes of determining any liability under the Securities
  Act,  each filing of the Registrant's annual report pursuant to Section 13(a)
  or 15(d) of the Exchange Act that is incorporated by reference in this
  Registration Statement  shall  be  deemed  to be a new registration statement
   relating to the securities  offered  therein,  and  the offering of such
   securities at that time shall  be  deemed  to  be  the  initial  bona  fide
   offering  thereof.

  (c)  Insofar as indemnification for liabilities arising under the Securities
  Act may  be  permitted  to directors,  officers  and controlling persons  of
  the Registrant  pursuant  to  the foregoing provisions, or otherwise, the
  Registrant has  been  advised that in the opinion of the Commission such
  indemnification is against  public  policy  as  expressed  in the Securities
  Act and is, therefore, unenforceable.  In  the  event  that  a  claim  for
  indemnification against such liabilities  (other  than  the payment by the
  Registrant of expenses incurred or paid  by  a  director,  officer  or
  controlling person of the Registrant in the successful  defense  of  any
  action,  suit  or  proceeding) is asserted by such director,  officer or
  controlling person in connection with the securities being registered,
  the Registrant will, unless in the opinion of its counsel the matter
  has  been  settled  by  controlling  precedent, submit to a court of
  appropriate jurisdiction  the  question whether such indemnification by
  it is against public policy  as  expressed  in  the  Securities Act
  and will be governed by the final adjudication  of  such  issue.

































































                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on this 3 day of October
2003.

                                      BORDEN  CHEMICAL,  INC.


                                      BY: /s/ Craig O. Morrison
                                        -------------------------------------
                                        President  and  Chief  Executive Officer

     We,  the  undersigned  directors  and officers of Borden Chemical, Inc., do
hereby constitute and appoint Craig O. Morrison and William H. Carter, or either
of  them,  our  true and lawful attorneys and agents, to do any and all acts and
things  in  our  name  and  on  our behalf in our capacities as directors and to
execute  any  and  all  instruments  for  us  and in our names in the capacities
indicated  below,  which  said attorneys and agents, or either of them, may deem
necessary  or advisable to enable said Corporation to comply with the Securities
Act  of  1933  and any rules, regulations and requirements of the Securities and
Exchange  Commission,  in connection with this Registration Statement, including
specifically,  but without limitation, power and authority to sign for us or any
of  us  in  our  names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all  that  said attorneys and agents, or either of them, shall do or cause to be
done  by  virtue  hereof.

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed below by the following persons in
the  capacities  and  on  the  date  indicated.


 SIGNATURE                       TITLE                                  DATE
----------                      ------                                ------


/s/  Craig  O. Morrison     Director,  President and
------------------------    Chief Executive Officer
Craig  O.  Morrison        (Principal  Executive  Officer)     October 3, 2003


                            Director  and  Chief
                            Financial  Officer
/s/  William  H.  Carter   (Principal  Financial  Officer
------------------------    and  Principal Accounting Officer) October 3, 2003
William  H.  Carter


/s/  C.  Robert  Kidder     Director  and  Chairman  of
-----------------------     the  Board  of  Directors
C.  Robert  Kidder                                             October 3, 2003


/s/  Henry  R.  Kravis
----------------------
Henry  R.  Kravis           Director                           October 3, 2003


/s/  George  R.  Roberts
------------------------
George  R.  Roberts         Director                           October 3, 2003


/s/  Paul  J.  Norris
---------------------
Paul  J.  Norris            Director                           October 3, 2003


/s/  Scott  M.  Stuart
----------------------
Scott  M.  Stuart           Director
                                                               October 3, 2003


/s/  Brian  F.  Carroll
-----------------------
Brian  F.  Carroll          Director                           October 3, 2003


/s/  John  K.  Saer,  Jr.   Director
-------------------------
John  K.  Saer,  Jr.                                           October 3, 2003
























































































                                INDEX TO EXHIBITS

Exhibit
Number     Description
------     -----------


4.1         Restated  Certificate  of  Incorporation  dated March 14, 1995, and
            Certificate of Amendment of Restated Certificate of Incorporation
            dated June 23, 1995,  (both  incorporated herein by reference from
            Exhibit (3) to the Company's June  30,  1995  Form  10-Q.)

4.2         By-laws  of  the  Company  (incorporated  herein  by reference from
            Exhibit  (3)(ii)  to  the  Company's  2002  Annual  Report  on
            Form  10-K.)

4.3         Amended and  Restated  1996 Stock  Purchase  and  Option  Plan for
            Key  Employees  of  Borden  Chemical,  Inc.  and  Subsidiaries.

4.4         Form  of  Management  Stockholder's  Agreement.

4.5         Form  of  Non-Qualified  Stock  Option  Agreement.

4.6         Form  of  Sale  Participation  Agreement.

4.7         Registration  Rights  Agreement  dated  January  1,  2002 among
            Borden Chemical,  Inc., Borden Holdings, Inc., and  BDS  Two, Inc.

5           Opinion  of  Nancy  G.  Brown, Vice  President and General Counsel.

23.1        Consent of Deloitte & Touche LLP, independent auditors, with respect
            to the  Company.

23.2        Consent  of  Nancy  G.  Brown,  Vice  President  and  General
            Counsel     (included  as  part  of  her  opinion  filed  as Exhibit
            5  hereto).

24          Power  of  Attorney  (included  on  the  signature  page  hereto).






<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 20350}]
{"company-data": {"conformed-name": "BORDEN CHEMICAL  INC", "cik": "0000013239", "assigned-sic": "2821", "irs-number": "130511250", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109490", "film-number": "03928572"}, "business-address": {"street1": "180 EAST BROAD ST", "street2": "22ND FLOOR", "city": "COLUMBUS", "state": "OH", "zip": "43215", "phone": "6142254000"}, "mail-address": {"street1": "180 BROAD ST", "street2": "22ND FLR", "city": "COLUMBUS", "state": "OH", "zip": "43215"}, "former-company": [{"former-conformed-name": "BORDEN INC", "date-changed": "19920703"}, {"former-conformed-name": "BORDEN CO", "date-changed": "19680813"}]}
COMMENTCOMMENT                        This  REGISTRATION  STATEMENT

             has  been  Typeset  by  the  Desktop  Publishing  Group.
      Revisions  to  this  document  must  be  restricted  to  a  486  terminal.
                    Print  only  to  a  PostScript  printer.

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2003
                           REGISTRATION NO. 333-
                                           ----------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                              SECURITIES ACT OF 1933

                              BORDEN CHEMICAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     NEW JERSEY                     13-0511250
             (State or Other Jurisdiction of      (I.R.S. Employer
               Incorporation or Organization)     Identification Number)

                               180 EAST BROAD ST.
                              COLUMBUS, OHIO 43215
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

          AMENDED AND RESTATED 1996 STOCK PURCHASE AND OPTION PLAN FOR
             KEY EMPLOYEES OF BORDEN CHEMICAL, INC. AND SUBSIDIARIES
                            (Full Title of the Plan)

                              NANCY G. BROWN, ESQ.
                              BORDEN CHEMICAL, INC.
                               180 EAST BROAD ST.
                              COLUMBUS, OHIO 43215
                                 (614) 225-4000
        (Name, Address and Telephone Number of Registrant's for Service)

                                 With Copies to:
                            ARTHUR D. ROBINSON, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                                PROPOSED             PROPOSED
TITLE OF SECURITIES TO BE REGISTERED        AMOUNT TO BE        MAXIMUM              MAXIMUM          AMOUNT OF
                                             REGISTERED      OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
                                                              PER SHARE (A)       PRICE (A)              FEE (A)
---------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share    11,470,633 shares   $  2.00          $  22,941,266.00    $  1,855.95
===============================================================================================================
(A)     Pursuant  to  Rule  457(h) under the Securities Act of 1933 (the "Securities Act"), the proposed maximum
offering  price per share, the proposed maximum aggregate offering price and the amount of registration fee have
been  computed  on  the  basis  of  the  price  at which options to be granted under the Plan  may be exercised.
PART I

ITEM  1.  PLAN  INFORMATION.
     Not  required  to  be  filed  with  this  Registration  Statement.
ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.
     Not  required  to  be  filed  with  this  Registration  Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
     The  following  documents,  previously  filed  by  Borden  Chemical,  Inc.
(formerly  known  as  Borden,  Inc.),  a  New  Jersey  corporation ("BCI" or the
"Company")  with  the  Securities and Exchange Commission (the "Commission") are
hereby  incorporated  by  reference  in  this  Registration  Statement:
    (a)  The  Company's  Annual Report  on  Form 10-K, for the fiscal year ended
         December  31,  2002.
    (b)  The  Company's Quarterly  Report  on  Form 10-Q/A for the quarter ended
         March  31,  2003.
    (c)  The Company's Quarter Report on Form  10-Q  for  the  quarter  ended
         June  30,  2003.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after  the  date  of  this  Registration  Statement and prior to the filing of a
post-effective  amendment  to  this  Registration  Statement indicating that all
securities  offered  have  been  sold  or  which deregisters all securities then
remaining  unsold,  shall  be  deemed  to be incorporated by reference into this
Registration  Statement  and  to  be part hereof from the date of filing of such
documents.  Any  statement  contained in a document incorporated or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained  herein  or  in  any  subsequently  filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.
     The  following description of the terms of the Common Stock is qualified in
its  entirety  by  reference  to  the provisions of the Management Stockholder's
Agreement,  the form of which is filed as part of this Registration Statement as
Exhibit  4.4  and  by  reference  to the provisions of the Company's Amended and
Restated  Certificate of Incorporation filed as Exhibit 4.1 to this Registration
Statement.

The  Amended and Restated Certificate of Incorporation of the Company authorizes
400,000,000  shares of capital stock, consisting of 300,000,000 shares of Common
Stock  par  value $0.01 per share (the "Common Stock") and 100,000,000 shares of
preferred  stock, par value $0.01 per share (the "Preferred Stock").  As of June
30,  2003, the outstanding capital stock of the company consisted of 200,895,628
shares  of  Common  Stock.

COMMON  STOCK
     Voting  Rights.  Holders of Common Stock are entitled to one vote per share
on  all  matters to be voted upon by the stockholders of the Company, and do not
have cumulative voting rights.  Accordingly, the holders of more than 50% of the
shares of Common Stock can elect, if they choose to do so, all of the directors.
In such event, absent contractual provisions to the contrary, the holders of the
remaining  shares  will  not  be  able  to  elect  any  directors.

     Dividend Rights. The holders of Common Stock are entitled to share ratably
in any dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose, subject to the
preferences applicable to any outstanding Preferred Stock and any other
provisions of the Company's Amended and Restated Certificate of Incorporation.

     Liquidation  Rights.  In the event of any liquidation, dissolution or
winding up of the Company, after payment of the debts and other liabilities of
the Company, and subject to the rights of holders of Preferred Stock, if any,
holders of Common Stock are entitled to share pro rata in any distribution to
the stockholders.

     Other  Matters.  Holders  of  Common Stock have no preemptive or other
rights to subscribe for additional shares. No shares of Common Stock are subject
to redemption or a sinking fund. All of the outstanding shares of Common Stock
are fully paid and nonassessable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
     Certain  legal  matters  in connection with the Common Stock offered hereby
are  being  passed  upon for the Company by Nancy G. Brown, Esq., Vice President
and  General  Counsel.  Ms.  Brown will be granted an option to purchase 131,250
shares  of  Common  Stock.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
     Section  14A:3-5  of  the  New  Jersey Business Corporation Act (the "BCA")
provides  that  a  corporation  may  indemnify directors and officers as well as
other  employees  and  individuals against expenses (including attorneys' fees),
judgments,  fines,  and  amounts paid in settlement in connection with specified
actions,  suits  or  proceedings,  whether  civil,  criminal, administrative, or
investigative  (other  than  actions  by  or  in the right of the corporation (a
"derivative  action")),  if  they  acted  in  good  faith  and  in a manner they
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation  and,  with  respect  to  any criminal action or proceedings, had no
reasonable  cause  to believe their conduct was unlawful.  A similar standard is
applicable  in  the case of derivative actions, except that indemnification only
extends  to expenses (including attorneys' fees) incurred in connection with the
defense  or  settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has  been  found  liable to the corporation. The statute provides that it is not
exclusive  of  other  indemnification  that  may  be  granted by a corporation's
certificate of incorporation, by-laws, stockholder vote, agreement or otherwise.
The  Registrant's  certificate of incorporation provides that the Registrant may
indemnify  its  directors  and  officers  to  the  fullest  extent  permitted by
applicable  law.  The  Registrant  has  also  obtained  officers' and directors'
liability  insurance  which  insures  against  liabilities  that  officers  and
directors  of  the  Registrant,  in  such  capacities,  may  incur.

     Section  14A:2-7  of  the  BCA  permits  a  corporation  to  provide in its
certificate of incorporation that a director or officer of the corporation shall
not  be personally liable to the corporation or its stockholders for damages for
breach of any duty owed to the corporation or shareholders, except for liability
for any breach of duty based upon an act or omission (i) resulting in receipt by
such person of an improper personal benefit, (ii) not in good faith or involving
a  knowing violation of law, or (iii) in breach of such person's duty of loyalty
to  the  company  or  its stockholders. Article VII of the Registrant's restated
certificate  of  incorporation  includes  such  a  provision.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
          Not  applicable.

ITEM  8.  EXHIBITS.
          See  "Index  to  Exhibits."

ITEM  9.  UNDERTAKINGS.
  (a)  The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
     post-effective  amendment  to  this  Registration  Statement;

       (i)  to  include any  prospectus required by  Section  10(a)(3)  of  the
            Securities  Act;

      (ii)  to  reflect  in  the  prospectus  any  facts  or  events arising
      after the effective  date of the registration statement (or the most
      recent post-effective amendment  thereof)  which,  individually  or  in
      the  aggregate,  represent  a fundamental  change  in the information set
      forth in the registration statement.  Notwithstanding  the foregoing, any
      increase or decrease in volume of securities offered (if  the total dollar
      value of securities offered would not exceed that which  was  registered)
      and  any  deviation  from  the  low  or high end of the estimated  maximum
      offering  range  may  be reflected in the form of prospectus filed  with
      the  Commission pursuant  to Rule 424(b) if, in the aggregate, the changes
      in  volume  and price represent no more than a 20 percent change in the
      maximum  aggregate  offering price set forth in the "Calculation of
      Registration Fee" table  in  the  effective  Registration  Statement;  and

      (iii)  to  include  any  material  information  with  respect  to  the
      plan  of distribution  not  previously  disclosed  in  this Registration
      Statement or any material  change  to  such  information  in  this
      Registration  Statement.

     (2)  That,  for  the  purposes  of  determining  any  liability
     under  the Securities  Act,  each such post-effective amendment shall be
     deemed to be a new registration statement  relating  to  the  securities
     offered therein, and the offering  of such securities at that time shall
     be deemed to be the initial bona fide  offering  thereof.

     (3)  To  remove  from registration by means of a post-effective amendment
     any of the  securities  being registered which remain unsold at the
     termination of the offering.

  (b)  That,  for  purposes of determining any liability under the Securities
  Act,  each filing of the Registrant's annual report pursuant to Section 13(a)
  or 15(d) of the Exchange Act that is incorporated by reference in this
  Registration Statement  shall  be  deemed  to be a new registration statement
   relating to the securities  offered  therein,  and  the offering of such
   securities at that time shall  be  deemed  to  be  the  initial  bona  fide
   offering  thereof.

  (c)  Insofar as indemnification for liabilities arising under the Securities
  Act may  be  permitted  to directors,  officers  and controlling persons  of
  the Registrant  pursuant  to  the foregoing provisions, or otherwise, the
  Registrant has  been  advised that in the opinion of the Commission such
  indemnification is against  public  policy  as  expressed  in the Securities
  Act and is, therefore, unenforceable.  In  the  event  that  a  claim  for
  indemnification against such liabilities  (other  than  the payment by the
  Registrant of expenses incurred or paid  by  a  director,  officer  or
  controlling person of the Registrant in the successful  defense  of  any
  action,  suit  or  proceeding) is asserted by such director,  officer or
  controlling person in connection with the securities being registered,
  the Registrant will, unless in the opinion of its counsel the matter
  has  been  settled  by  controlling  precedent, submit to a court of
  appropriate jurisdiction  the  question whether such indemnification by
  it is against public policy  as  expressed  in  the  Securities Act
  and will be governed by the final adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on this 3 day of October
2003.

                                      BORDEN  CHEMICAL,  INC.

                                      BY: /s/ Craig O. Morrison
                                        -------------------------------------
                                        President  and  Chief  Executive Officer

     We,  the  undersigned  directors  and officers of Borden Chemical, Inc., do
hereby constitute and appoint Craig O. Morrison and William H. Carter, or either
of  them,  our  true and lawful attorneys and agents, to do any and all acts and
things  in  our  name  and  on  our behalf in our capacities as directors and to
execute  any  and  all  instruments  for  us  and in our names in the capacities
indicated  below,  which  said attorneys and agents, or either of them, may deem
necessary  or advisable to enable said Corporation to comply with the Securities
Act  of  1933  and any rules, regulations and requirements of the Securities and
Exchange  Commission,  in connection with this Registration Statement, including
specifically,  but without limitation, power and authority to sign for us or any
of  us  in  our  names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all  that  said attorneys and agents, or either of them, shall do or cause to be
done  by  virtue  hereof.

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed below by the following persons in
the  capacities  and  on  the  date  indicated.

 SIGNATURE                       TITLE                                  DATE
----------                      ------                                ------

/s/  Craig  O. Morrison     Director,  President and
------------------------    Chief Executive Officer
Craig  O.  Morrison        (Principal  Executive  Officer)     October 3, 2003

                            Director  and  Chief
                            Financial  Officer
/s/  William  H.  Carter   (Principal  Financial  Officer
------------------------    and  Principal Accounting Officer) October 3, 2003
William  H.  Carter

/s/  C.  Robert  Kidder     Director  and  Chairman  of
-----------------------     the  Board  of  Directors
C.  Robert  Kidder                                             October 3, 2003

/s/  Henry  R.  Kravis
----------------------
Henry  R.  Kravis           Director                           October 3, 2003

/s/  George  R.  Roberts
------------------------
George  R.  Roberts         Director                           October 3, 2003

/s/  Paul  J.  Norris
---------------------
Paul  J.  Norris            Director                           October 3, 2003

/s/  Scott  M.  Stuart
----------------------
Scott  M.  Stuart           Director
                                                               October 3, 2003

/s/  Brian  F.  Carroll
-----------------------
Brian  F.  Carroll          Director                           October 3, 2003

/s/  John  K.  Saer,  Jr.   Director
-------------------------
John  K.  Saer,  Jr.                                           October 3, 2003

                                INDEX TO EXHIBITS

Exhibit
Number     Description
------     -----------

4.1         Restated  Certificate  of  Incorporation  dated March 14, 1995, and
            Certificate of Amendment of Restated Certificate of Incorporation
            dated June 23, 1995,  (both  incorporated herein by reference from
            Exhibit (3) to the Company's June  30,  1995  Form  10-Q.)

4.2         By-laws  of  the  Company  (incorporated  herein  by reference from
            Exhibit  (3)(ii)  to  the  Company's  2002  Annual  Report  on
            Form  10-K.)

4.3         Amended and  Restated  1996 Stock  Purchase  and  Option  Plan for
            Key  Employees  of  Borden  Chemical,  Inc.  and  Subsidiaries.

4.4         Form  of  Management  Stockholder's  Agreement.

4.5         Form  of  Non-Qualified  Stock  Option  Agreement.

4.6         Form  of  Sale  Participation  Agreement.

4.7         Registration  Rights  Agreement  dated  January  1,  2002 among
            Borden Chemical,  Inc., Borden Holdings, Inc., and  BDS  Two, Inc.

5           Opinion  of  Nancy  G.  Brown, Vice  President and General Counsel.

23.1        Consent of Deloitte & Touche LLP, independent auditors, with respect
            to the  Company.

23.2        Consent  of  Nancy  G.  Brown,  Vice  President  and  General
            Counsel     (included  as  part  of  her  opinion  filed  as Exhibit
            5  hereto).

24          Power  of  Attorney  (included  on  the  signature  page  hereto).