MELAMINE CHEMICALS, INC.
                         RETIREMENT PLAN

                         AMENDMENT NO. 1


     WHEREAS, the Retirement Plan for Employees of Melamine Chemicals,
Inc. was amended and restated in its entirety on September 9, 1996;

     WHEREAS,  the  Board of Directors reserved the right to amend the
Plan; and

     WHEREAS, the Board  of  Directors has authorized the amendment of
the Plan in order to set forth  the  rules that apply if a Participant
eligible for an early retirement benefit  does  not  elect to commence
receiving  the  benefit  immediately,  and  to  make it clear  that  a
Participant   who   is   otherwise  not  eligible  for  an   immediate
distribution can elect to receive an immediate benefit if he elects to
so within 90 days following the termination of employment;

     NOW, THEREFORE, the Plan  is hereby amended as follows, effective
immediately:

                                I.

     Section 2.2(C) of the Plan is hereby amended and restated to read
in its entirety as follows:

     (C)  Payment  of Retirement Income:  The  retirement  income
     payable in the  event of early retirement will be payable on
     the first day of  the  month.  The payments will normally be
     made as follows: the first  payment  will  be  made  on  the
     Participant's  Early  Retirement  Date  and the last payment
     will  be the payment due immediately preceding  the  retired
     Participant's   death;   except   that,  in  the  event  the
     Participant  dies before he has received  retirement  income
     payments for a  period of 10 years, the same monthly benefit
     that was payable  to  the  Participant  will be paid for the
     remainder   of   such  10-year  period  to  the  Beneficiary
     designated  by  the   Participant   or,   if  no  designated
     Beneficiary is surviving, the same monthly  benefit  will be
     paid for the remainder of such 10-year period as provided in
     Sections  5.2  and  5.3  hereof.   Instead  of  an immediate
     benefit,  a  Participant can elect to defer the commencement
     of retirement income payments, in which event the provisions
     of  Section 2.4(A)  (other  than  Section  2.4(A)(1))  shall
     apply,   except  that  all  references  therein  to  Section
     2.4(A)(1)  shall  be  deemed  to  be  references  to Section
     2.2(B).   If  the  benefit  commences after Early Retirement
     Date the benefit shall be the  actuarial  equivalent  of the
     benefit  that  would  have  been  paid  commencing  at Early
     Retirement Date.




                               II.

     The is hereby added to Section 2.4(A) of the Plan a new paragraph
(9) which shall read in its entirety as follows:

     (9)   If   A   Participant   terminates   employment   under
     circumstances  that would not otherwise allow him to receive
     an immediate distribution of his benefit under the Plan, the
     Participant can  elect,  no  later  than  90  days following
     termination   of   employment,   to   receive  an  immediate
     distribution  of  his  benefit,  in  the form  described  at
     Section 2.4(A)(2) or any of the optional  forms described at
     Section 3.1.


     IN  WITNESS  WHEREOF, MELAMINE CHEMICALS, INC.  has  caused  this
instrument to be executed in multiple originals by its duly authorized
officer on this 7th day of August, 1997.

WITNESSES:                         MELAMINE CHEMICALS, INC.

/s/  Keely B. Landry               BY  /s/  Frederic R. Huber
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/s/  Nila N. Jordan                TITLE:  PRESIDENT AND CEO   
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                         ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF ASCENSION

     BEFORE ME, the  undersigned  Notary  Public,  personally came and
appeared FREDERIC R. HUBER, President and CEO, of Melamine  Chemicals,
Inc.,  who  being by me sworn did depose and state that he signed  the
foregoing  restated   Retirement   Plan   for  Employees  of  Melamine
Chemicals,  Inc.  as  his  free  act and deed on  behalf  of  Melamine
Chemicals, Inc. for the purposes therein set forth.


                                  /s/ Frederic R. Huber  
                                  ---------------------
                              

SWORN TO AND SUBSCRIBED BEFORE ME

THIS 7TH DAY OF AUGUST, 1997.



/s/  Notary Public
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     NOTARY PUBLIC