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

                         AMENDMENT NO. 2


     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  following
Amendment in order:  to provide that all benefits are based on account
balances as of the most  recent  Valuation  Date, except that any cash
benefit  attributable  to  Company  stock  that  is  sold  after  that
Valuation  Date will be based on the proceeds from  the  sale  of  the
stock; to allow  in-service  withdrawals  from  the  Employee Deferral
Account  after  reaching age 59-1/2 without having to prove  hardship;
and to require a  Participant  requesting  a  hardship  withdrawal  to
affirm  that  the  need  cannot  be satisfied by other means; the Plan
document is hereby amended as follows, effective January 1, 1997:

                                I.

     The sixth sub-paragraph of Paragraph  3  of  Article IX (the sub-
paragraph formerly beginning with the wrods "A benefit  other  than an
immediate distribution") is hereby amended to read in its entirety  as
follows:

     All  benefits  are  based  on  account  balances  as  of the
     Valuation    Date    immediately   preceding   the   Benefit
     Commencement Date, except  that  a Participant who elects to
     receive  cash  instead  of Company Stock  will  receive  the
     proceeds from the sale of  the stock even if the sale of the
     stock occurs after the Valuation  Date immediately preceding
     the Benefit Commencement Date.

                               II.

     The first four lines of Paragraph 4  of  Article  X  of  the Plan
document  are  hereby  deleted  and  the  following  lines  are hereby
inserted at that point:

     While  employed  by  the Company, a Participant may withdraw
     all  or  a  portion  of the  Participant's  Salary  Deferral
     Account if the Participant has attained age 59-1/2 or if the
     Participant  has  a  Financial   Hardship,   as  defined  at
     Paragraph  5.   The  following additional rules apply  to  a
     withdrawal from the Salary  Deferral Account on account of a
     Financial Hardship:

                               III.

     Paragraph 4 of Article X of the  Plan  document is hereby amended
by  added  thereto  a new sub-paragraph g. which  shall  read  in  its
entirety as follows:

     g.   The Participant  signs  a written affirmation that
          the need cannot be satisfied by any other means.

     The foregoing amendment of the  Melamine Chemicals, Inc. Employee
401(k) Thrift Plan is EXECUTED this 7th day of August, 1997,
in multiple counterpart originals.

WITNESSES:                         MELAMINE CHEMICALS, INC.


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


                          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. 2 of the Melamine  Chemicals,  Inc.  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 7TH DAY OF AUGUST, 1997.


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