MELAMINE CHEMICALS, INC.
                   EMPLOYEE 401(K) THRIFT PLAN

                         AMENDMENT NO. 1


     Effective  June  1,  1974  Melamine  Chemicals,  Inc., a Delaware
corporation  located  in  Donaldsonville,  Louisiana  (the "Company"),
adopted  a  plan  which  is now known as the Melamine Chemicals,  Inc.
Employee 401(k) Thrift Plan,  which Plan was most recently restated on
April 8, 1996.

     The Board of Directors of  the  Company having reserved the right
to amend the Plan document, and having authorized the addition of four
new investment funds by means of this  amendment to the Plan, the Plan
document is hereby amended as follows, effective October 1, 1996:

                                I.

     The first 14 lines of Paragraph 3 of  Article VII of the Plan are
hereby deleted, and the following language is added in their place:

          3. Investment Funds.  Each Participant  shall  elect to have
     contributions  to  his  accounts invested in one or more  of  the
     following:

               a.  Diversified  Investment  Advisers  Government  Fixed
                   Fund,

               b.  Diversified Investment Advisers Equity Income Fund,

               c.  Diversified  Investment  Advisers Growth and Income
                   Fund,

               d.  Diversified Investment Advisers Equity Growth Fund,

               e.  Diversified Investment Advisers Stock Index Fund,

               f.  Diversified    Investment   Advisers    Aggressive
                   Strategic Allocation Fund,

               g.  The  fund  consisting   of   Company   Stock  (the
                   "Melamine Fund"), and

               h.  The   Certificate   of   Deposit  Investment  Fund
                   administered by Wachovia Bank (the "CD Fund").

          A  Participant's  election shall require  all  contributions
     made to the Participant's  accounts thereafter (until a different
     election is delivered to the  Plan Administrator) to be allocated
     among  the  Funds  in  multiples  of   10%.   The  total  of  the
     allocations shall equal 100%.

                               II.

     In  place of the order of withdrawal from  investment  funds  set
forth in Paragraph  1(c)  of  Article  X  of  the  Plan document, with
respect to a Plan loan, and in Paragraph 7 of Article  IX  of the Plan
document, with respect to an in-service withdrawal, any such  loan  or
in-service withdrawal shall be made from the Participant's accounts in
the  investment  funds in the same order in which the investment funds
are listed in Section 3 of Article VII.


     Bank One, Louisiana,  N.  A.,  the  Trustee  of the Plan's Trust,
acting through its undersigned authorized officer,  appears  herein to
acknowledge the foregoing amendment of the Plan and agree to be  bound
thereby.


     The  foregoing amendment of the Melamine Chemicals, Inc. Employee
401(k) Thrift  Plan  is  EXECUTED  this  9th  day of October, 1996, in
multiple counterparts, each of which shall  be  deemed an original, as
set forth below:


WITNESSES:                         MELAMINE CHEMICALS, INC.


/s/  Nila Jordan                   BY:  /s/  Frederic R. Huber
- ----------------                        ----------------------
                                   
/s/  Annette LeBlanc               TITLE:   PRESIDENT AND CEO
- --------------------


                                   BANK ONE, LOUISIANA, N.A.

/s/  Witness                       BY:  /s/  Rebecca G. Fontenot
- ------------                            ------------------------

/s/  Witness                   
- ------------




                          ACKNOWLEDGMENT


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 Amendment No. 1 of the Employee 401(k)  Thrift  Plan  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 9TH DAY OF OCTOBER, 1996.



/s/  Notary Public
- ------------------
     NOTARY PUBLIC



        ACKNOWLEDGEMENT BY BANK ONE, LOUISIANA, N.A.


STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

        BEFORE ME, the undersigned Notary Public, in and for the Parish and 
State aforementioned, on this day personally appeared Rebecca G. Fontenot, 
known to me personally, who, after being by me first duly sworn, did say that 
he is the officer whose name is subscribed to the foregoing instrument and that 
he executed same as an act of said Bank One, Louisiana, N. A., a banking 
corporation, for the purposes and considerations therein stated.

        THUS DONE AND SIGNED on this 16th day of October 1996, in the presence 
of the undersigned competent witnesses, at Baton Rouge, Louisiana.


WITNESSES:                              BANK ONE, LOUISIANA, N.A.


/s/  Witness                            BY:  /s/  Rebecca G. Fontenot
- ------------                                 ------------------------
                                             Authorized Officer
/s/  Witness                                     


               /s/  Notary Public
               ------------------
                    Notary Public