SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

X Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended June 30, 1997 or

Transaction report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-16032

MELAMINE CHEMICALS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 64-0475913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

Highway 18 West, Donaldsonville, Louisiana 70346
(Address of principal executive offices) (zip code)

(504) 473-3121
(Registrant's telephone number,
including area code)

Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value.

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

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-
affiliates (affiliates being directors, executive officers and holders
of more than 5% of the Company's common stock) of the Registrant at
September 5, 1997 was approximately $21,427,000.

The number of shares of the Registrant's common stock, par value
one cent ($.01) per share, outstanding at October 20, 1997 was
5,627,934.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Melamine Chemicals, Inc. (the "Company") hereby amends and
supplements the following items of its Annual Report on Form 10-K for
the year ended June 30, 1997, to read in their entirety as follows:

PART II
Item 6. Selected Financial Data

(In thousands, except per share and
operating data)
-----------------------------------
Fiscal Year Ended June 30,
-----------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------

Operations Statement Data:
Net sales $ 59,978 $ 55,619 $ 45,501 $ 39,085 $ 35,423
Cost of Sales 51,142 46,976 38,204 41,670 37,353
-------- -------- -------- -------- --------
Gross profit (loss) 8,836 8,643 7,297 (2,585) (1,930)
Selling, general and
administrative
expenses 3,512 3,293 2,994 2,820 3,285
Research and development
costs 250 229 230 182 129
-------- -------- -------- -------- --------
Operating income (loss) 5,074 5,121 4,073 (5,587) (5,344)
Other income (expense), net 17,844(1) (1,106) 205 1,168 (266)
Earnings (loss) before -------- -------- -------- -------- --------
income tax
expense (benefit) 22,918 4,015 4,278 (3,919) (5,610)
Income tax expenses (benefit) 8,176 1,285 945 (1,411) (2,019)
-------- -------- -------- -------- --------
Net earnings (loss) $ 14,742 2,730 3,333 (2,508) (3,591)
======== ======== ======== ======== ========
Earnings (loss) per common $ 2.63 0.50 0.60 (0.46) (0.66)
share ======== ======== ======== ======== ========

Dividends per common share $ 0.00 0.00 0.00 0.00 0.00
======== ======== ======== ======== ========
___________________

(1) Includes $17.4 million from sale of technology in April 1997.

PART III

Item 10. Directors and Executive Officers of the Registrant

THE BOARD OF DIRECTORS

General

The common stock, $.01 par value per share, of the Company (the
"Common Stock") is the only class of voting securities of the Company
outstanding. Each share of Common Stock entitles the holder to cast one
vote with respect to matters submitted to the Company's stockholders for
their consideration or approval. As of October 20, 1997, there were
5,627,934 shares of Common Stock outstanding. Pursuant to authority
granted to it under the Company's by-laws, the Board has fixed the size
of the Board at eight members. All eight of the Company's directors
serve staggered three-year terms. Each director holds office until such
director's successor is elected and qualified or until such director's
earlier resignation or removal. Vacancies in the Board may be filled by
the Board; any director chosen to fill a vacancy will hold office until
the next election of directors for the class of directors to which he
has been allocated or until his successor is elected and qualified.

Right of Offeror to Designate Directors

On October 15, 1997, MC Merger Corp. ("Offeror"), a Delaware
corporation, commenced a tender offer (the "Offer") for all of the
outstanding Common Stock at a cash price of $20.50 per share pursuant to
an Agreement and Plan of Merger, dated October 9, 1997 (the "Merger
Agreement"), among Offeror, Borden Chemical, Inc. ("Parent"), a Delaware
corporation and wholly owned by Borden Inc. ("Borden"), a New Jersey
corporation, and the Company. Offeror is a wholly owned subsidiary of
Parent. The Merger Agreement provides that upon acceptance for payment
for the shares of Common Stock by the Offeror pursuant to the Offer, the
Offeror will be entitled to designate such number of directors, rounded
up to the next whole number, that will provide the Offeror with
representation on the Board equal to at least that number of directors
equal to the product of (i) the total number of directors on the Board
and (ii) the percentage that the number of shares of Common Stock
purchased pursuant to the offer bears to the number of Shares
outstanding, and the Company is required, at such time, at the option of
the Offeror to either increase the size of the Board or to use its best
efforts to cause the appropriate number of directors to resign and the
Offeror's designees to be appointed or elected. Until the consummation
of the Merger, the Company is required to maintain on the Board, to the
extent they are willing to serve, at least three directors who were
directors on October 9, 1997 and who are not designees, officers,
directors, employees or affiliates of Parent or the Offeror, or
employees of the Company.

Offeror Designees

The Offeror and Parent have advised the Company that they
currently intend to designate one or more of the persons listed on
Schedule I to the Offer to Purchase, dated October 15, 1997 (Exhibit
99.1 hereto and incorporated herein by reference), to serve as directors
of the Company. The Offeror and Parent have advised the Company that
each such person has consented to serve, if so designated.

Current Directors of the Company

The following table sets forth certain information as of October
20, 1997 regarding the current directors of the Company. Unless
otherwise indicated, each director has been engaged in the principal
occupation shown for more than the past five years.

Name, Age, Principal Occupation and Director Term
Directorships in Other Public Corporations Since Expires
- ------------------------------------------ -------- -------

Nilon H. Prater, 68 1991 1997
Retired corporate executive;
Director, Calgon Carbon Corporation;
Director, Harsco Corporation;
Director, Koppers Industries, Inc.

Daniel D. Reneau, 57 1987 1997
President, Louisiana Tech University

David J. D'Antoni, 52 1992 1998
President, Ashland Chemical Company and
Senior Vice President, Ashland Inc.;
Director, State Auto Financial Corporation

Frederic R. Huber, 62
President and Chief Executive Officer, 1996 1998
Melamine Chemicals, Inc.

R. Michael Summerford, 49 1983 1998
Vice President and Chief Financial Officer,
ChemFirst, Inc. (or a predecessor company);
Director, Getchell Gold Corporation

James W. Crook, 67 1972 1999
Chairman of the Board of the Company;
Director, ChemFirst, Inc.

Charles M. McAuley, 64 1979 1999
Retired corporate executive(1)

Scotty B. Patrick, 62 1968 1999
Group Vice President, Petrochemical and
Technical, Ashland Chemical Company

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

(1) From April 1992 to August 1994, Mr. McAuley served as
President, Chief Executive Officer and a Director of
FirstMiss Gold Inc.
________________

During the fiscal year ended June 30, 1997, the Board held five
meetings. All of the directors attended 75% or more of the aggregate
number of meetings of the Board and committees of which they were
members.

The Board has no nominating committee. The Board has an Audit
Committee on which Messrs. Patrick, Prater and McAuley serve. The Audit
Committee has general responsibility for meeting from time to time with
representatives of the Company's independent public accountants in order
to obtain an assessment of the financial position and results of
operations of the Company and to report to the Board with respect
thereto. The Committee met two times during fiscal year 1997. The
Board also has a Personnel and Compensation Committee (the "Compensation
Committee") on which Messrs. Prater, Summerford and Reneau serve. The
Compensation Committee has general responsibility for the administration
of certain of the Company's employee benefit plans and of the Company's
compensation structure. The Compensation Committee met four times
during fiscal year 1997. The Long-Term Incentive Plan Committee, on
which Messrs. Reneau and Prater serve, administers the 1996 Incentive
Plan and determines the type, size and recipients of awards granted
thereunder. This committee met once during fiscal year 1997.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and greater-than-10%
stockholders to file with the SEC reports of beneficial ownership of the
Company's Common Stock. During 1997, Mr. William A. Sorensen, the
Company's Vice President of Sales and Marketing, inadvertently filed
late one report relating to one transaction.

Item 11. Executive Compensation

EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
WITH MANAGEMENT

Summary of Executive Compensation

The following table sets forth information with respect to
compensation paid by the Company for services rendered in all capacities
during the fiscal years ended June 30, 1995, 1996 and 1997 by the
Company's Chief Executive Officer and each other executive officer who
received compensation totaling $100,000 or more for services rendered
during the most recently completed fiscal year.

Summary Compensation Table

Long-Term
Compensation
------------
Annual Compensation Number of Shares
-----------------------
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus Options Compensation(1)
- ------------------ ------ ------ ----- ------- ---------------

Frederic R. Huber 1997 $209,250 $198,361 10,000 $8,370
President and Chief 1996 191,735 71,050 15,000 7,669
Executive Officer 1995 179,907 86,394 15,000 7,196

Wayne D. DeLeo 1997 $ 140,828 $101,550 10,000 $5,440
Vice President and 1996 120,185 44,100 10,000 4,635
Chief Financial Officer 1995 109,859 28,547 7,500 4,233

Martin F. Lapari 1997 $ 135,013 $96,376 10,000 $5,216
Vice President of 1996 114,841 42,140 10,000 4,429
Manufacturing and 1995 104,976 27,277 7,500 4,045
Engineering

William A. Sorensen 1997 $ 110,750 $72,074 7,500 $4,430
Vice President of 1996 100,372 37,100 5,000 4,015
Sales and Marketing 1995 95,457 20,684 0 1,935

(1) Amount represents the Company's matching contribution to the 401(k)
retirement plan.

Stock Options

Set forth below is information on stock options granted in fiscal
1997:

Option Grants in Last Fiscal Year

Individual Grants
----------------------------------------
Number of
Securities Percent of Total Potential Realizable Value at Assumed
Underlying Options Granted to Exercise Annual Rates of Stock Price
Options Employees in Price Expiration Appreciation for Option Term

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

Name Granted(1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ----------------- ---------- ----------- --------- -------- ---------- -----------
Frederic R. Huber 10,000 17.4% $7.125 8/13/06 $44,809 $113,554
Wayne D. DeLeo 10,000 17.4% 7.125 8/13/06 44,809 113,554
Martin F. Lapari 10,000 17.4% 7.125 8/13/06 44,809 113,554
William A. Sorensen 7,500 13.0% 7.125 8/13/06 33,607 85,166

__________________
(1) The options become exercisable in three equal annual increments
beginning one year after they are granted except that upon a change
of control all options, whether exercisable or not, are terminated
in exchange for their cash value. Accordingly, all options will be
terminated and surrendered in exchange for their cash value upon
consummation of the Offer.

___________________

Set forth below is information on the options exercised in fiscal
1997 and the fiscal year-end value of unexercised options to purchase
Common Stock held by the named executives:

Aggregate Option Exercises
in Last Fiscal Year and Fiscal Year-end Option Values

Number of Securities
Underlying Value of Unexercised
Number of Unexercised Options in-the-money Options
Shares Acquired Value at Fiscal Year-End at Fiscal Year-End
Name on Exercise Realized Exercisable/Unexercisable(1) Exercisable/Unexercisable(1)
- ----------------- ----------- -------- ---------------------------- ----------------------------

Frederic R. Huber 40,000 $190,000 35,000/25,000 $258,750/147,500
Wayne D. DeLeo 17,500 98,125 23,333/19,167 79,790/115,210
Martin F. Lapari 0 0 35,833/19,167 131,665/115,210
William A. Sorensen 0 0 16,667/10,833 120,835/66,353

___________________

Compensation Pursuant to Plans

Retirement Plans

The Company funds a qualified defined benefit retirement plan and
related trust (the "Retirement Plan") covering all employees of the
Company who have completed six months of employment and worked at least
1,000 hours. An employee becomes fully vested after five years.
Retirement Plan benefits are based on the participant's highest average
base monthly compensation for any successive five-year period preceding
retirement or termination of employment and are not subject to reduction
for Social Security benefits. Retirement income payable to a
participant is equal to the sum of 1.4% of that portion of highest
average monthly compensation that is not in excess of $600, plus 1.8% of
his or her highest average base monthly compensation in excess of $600,
multiplied by years of service.

A participant may select one of five alternative payment options
under the Retirement Plan, including the Ten Years Certain and Life
Option, the Life Option, the Joint Annuitant Option, the Joint and 66
2/3% Survivor Option or the lump-sum distribution. Except for lump sum
distribution and the Life Option, each of these options allows for the
payment of benefits to the participant's dependents upon the
participant's death. Each payment option has the same actuarial value
at commencement, but monthly payments vary according to the alternative
selected. The benefit formula notwithstanding, the annual retirement
benefit cannot exceed the maximum benefit allowed under Section 415(b)
of the Internal Revenue Code. For 1997, the maximum annual benefit is
$125,000.

In fiscal year 1995, the Company adopted a Supplemental Retirement
Plan (the "Supplemental Plan") to supplement Retirement Plan benefits
that are limited under federal law. The supplemental annual payment
under this plan is equal to the excess of the participant's benefits
calculated under the Retirement Plan over the maximum benefit permitted
by law. The Compensation Committee approves all employees covered under
the Supplemental Plan. Mr. Huber is the only employee currently covered
by the Supplemental Plan.

The following table reflects annual retirement benefits that a
participant with the years of service and the salary levels indicated
below can expect to receive under the Retirement Plan and, in the case
of Mr. Huber, the Supplemental Plan upon retirement at age 65. The
table assumes that benefits are paid pursuant to the Ten Years Certain
and Life Option. Covered compensation for each of the named officers
equals the amount of salary reported in the Summary Compensation Table.
As of June 30, 1997, Messrs. Huber, DeLeo, Lapari and Sorensen had 5, 9,
14 and 3 years of credited service, respectively.

Years of Service
-------------------------------------------------------
5 10 15 20 25 30
----- ------ ------ ------ ------ ------

Remuneration
$100,000 $ 8,856 $17,712 $26,568 $35,424 $44,280 $53,136
125,000 11,106 22,212 33,318 44,424 55,530 66,636
150,000 13,356 26,712 40,068 53,424 66,780 80,136
175,000 15,606 31,212 46,818 62,424 78,030 93,636
200,000 17,856 35,712 53,568 71,424 89,280 107,136
225,000 20,106 40,212 60,318 80,424 100,530 120,636
250,000 22,356 44,712 67,068 89,424 111,780 134,136

Change of Control Severance Agreements

The Company has entered into agreements with Messrs. Huber, DeLeo,
Lapari, and Sorensen providing for severance benefits if the officer's
employment is terminated for the reasons described below during a two-
year period following a change in control of the Company. The severance
benefit is equal to the sum of (i) two times the sum of the officer's
annual salary and bonus; (ii) any accrued and unpaid or deferred
benefits, including accrued salary, vacation pay and accrued bonus, and
(iii) the actuarial difference between (a) the amount the officer would
receive under the Retirement Plan and the Supplemental Plan if he were
employed for the two-year period following termination and (b) the
amount paid or payable thereunder at the time of termination. The
agreement also provides for the continued provision of benefits under
the Company's welfare benefit plans, practices, policies and programs.

Severance benefits under these agreements are payable to Messrs.
Huber and DeLeo upon termination of employment by the Company other than
for disability or cause, as defined therein, or by the officer for any
reason. Such severance benefits are payable to Messrs. Lapari and
Sorensen upon termination of employment by the Company other than for
disability or cause, as defined therein, or by the officer for good
reason, as defined therein. In no event, however, may severance
benefits payable under such agreements exceed the amount allowable to
the Company as a deduction for federal tax purposes under applicable
law.

Compensation of Directors

During the period July 1, 1996 through June 30, 1997, non-employee
directors were compensated for their services at the rate of $800 per
month and $800 per day for attendance at board and committee meetings.
The chairman of each committee receives an additional $100 per meeting.
Each non-employee director is also entitled to receive a grant of stock
options each year. The number of options granted to each non-employee
director is equal to the amount of cash compensation paid to the
director by the Company for services as a director during the preceding
twelve months divided by the per share fair market value of the Common
Stock. On November 13, 1996, Mr. McAuley was granted an option to
purchase 1,909 shares; Mr. Prater was granted an option to purchase
1,698 shares; and Messrs. Reneau and Summerford were each granted an
option to purchase 1,923 shares. Messrs. D'Antoni and Patrick have
waived their right to receive directors' fees and options. Directors
are reimbursed for travel expenses to and from meetings upon request.
No fees are paid for informal meetings or meetings held by telephone
conference call. The Company furnishes each director with $50,000 in
accidental death and dismemberment insurance protection at an annual
premium cost of approximately $31 per director.

Compensation Committee Interlocks and Insider Participation

Messrs. Prater, Reneau and Summerford serve on the Compensation
Committee and Messrs. Prater and Reneau also serve on the Long-Term
Incentive Plan Committee. Mr. Crook, Chairman of the Board of the
Company, is a member of the Board of Directors of ChemFirst and
Mr. Summerford is an executive officer of ChemFirst. As indicated in
Item 12 below, ChemFirst holds approximately 22.7% of the outstanding
Common Stock.

Compensation Committee and Long-Term Incentive Plan Committee Report
on Executive Compensation

Policies and Programs

The Company seeks to attract and retain executive officers who, in
the judgment of the Board, possess the skill, experience and motivation
to contribute significantly to the long-term success of the Company and
enhance value for the Company's stockholders. The Compensation
Committee and Long-Term Incentive Plan Committee follow a compensation
policy designed to compensate the Company's executive officers with both
cash and equity-based compensation in a program that takes into account
both individual performance and contribution to corporate results.

The compensation policies followed by these committees involve
three components--base salary, annual incentive and long-term incentive
compensation. Base salary compensation is determined by the impact the
executive has on the Company, the skills and experience the executive
brings to the job, competition in the marketplace for those skills and
the potential of the executive in the job. The Compensation Committee
reviews and approves base salary annually based on the executive's
performance in comparison to the Board's and the Chief Executive
Officer's expectations. In addition, the Compensation Committee in 1997
retained a consultant to assist in the determination of base salary.

Annual incentive compensation payments for fiscal year 1997 under
the Company's Annual Incentive Award Plan were based on a computation of
the Company's rate of return on equity for the fiscal year compared to
the prime rate during that period. Individual awards were also
influenced by the Compensation Committee's evaluation of each
individual's overall performance during the fiscal year. If in any
fiscal year the Company does not have net earnings, the Company's
executives will not be eligible for any payments under the Annual
Incentive Award Plan. The Plan is reviewed annually to determine if
changes and modifications are needed.

Long-term incentive compensation generally consists of stock
options awarded by the Long-Term Incentive Plan Committee. The size of
a stock option award is based primarily on the executive's potential to
contribute to the long-term growth of the Company. The value of the
option once it vests (generally over a three-year period) depends upon
the Company's performance as evidenced by the price appreciation of its
Common Stock at the time the option is exercised. The Company's long-
term incentive compensation is designed to provide significant financial
rewards to the executives when shareholder value is added. The
Company's long-term incentive compensation also attempts to align more
closely the executive's interests with those of the Company's
shareholders.

Chief Executive Officer Compensation in 1997

At its February 5, 1997 meeting, the Compensation Committee
reviewed Mr. Huber's performance as Chief Executive Officer of the
Company during the prior year. The report of an outside consultant was
also reviewed to determine how Mr. Huber's salary compared to others in
similar positions. Based upon its review of his performance and the
result of the consultant's report, the Compensation Committee increased
Mr. Huber's salary effective January 1, 1997 from $203,000 to $215,500.
A subsequent salary increase in August 1997 to $238,250 brought Mr.
Huber's salary up to the median salary level for comparable executives
of similarly-situated companies.

On August 14, 1996, the Long-Term Incentive Plan Committee granted
Mr. Huber an option to purchase 10,000 shares of Common Stock at $7.125
per share (the market price at the date of grant) to compensate Mr.
Huber for the role he was expected to play in the improvement of the
Company's performance and in creating shareholder value in the future.
Based on the Company's return on equity for fiscal year 1997 and the
Compensation Committee's evaluation of Mr. Huber's performance during
fiscal year 1997, the Compensation Committee, at its August 6, 1997
meeting, awarded him incentive compensation totaling $198,361.

Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended,
limits the Company's tax deduction to $1 million for compensation paid
to the most highly paid executive officers in a single year. An
exception to the $1 million limit is provided for "performance-based
compensation" that meets certain requirements, including stockholder
approval. The 1996 Long-Term Incentive Plan has been structured to
ensure that grants of options under the Plan will qualify as
"performance based compensation" and be excluded in calculating the $1
million limit under Section 162(m).

Personnel and Compensation Committee: Long-Term Incentive Plan Committee:
Nick H. Prater Daniel D. Reneau Nick H. Prater Daniel D. Reneau
R. Michael Summerford

Performance Graph

The following graph compares the cumulative total shareholder
return on the Company's Common Stock for the last five fiscal years with
the CRSP Total Return Index for the NASDAQ Stock Market (US Companies)
and an index composed of a group of peer issuers. The members of the
peer group were selected by the Company based upon size and type of
business. The peer group includes the following companies: Kinark
Corporation, High Plains Corporation and Detrex Corporation.

[PERFORMANCE GRAPH OMITTED]

Total Return for the Fiscal Year
---------------------------------------------------------
1992 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------
Melamine Chemicals 100 110.53 129.6 189.47 192.12 89.47
Nasdaq US 100 125.76 126.97 169.48 217.57 264.59
Peer Group 100 97.72 115.12 111.56 81.95 88.31

Item 12. Security Ownership of Certain Beneficial Owners and
Management

SECURITY HOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS

Security Holdings of Directors and Executive Officers

The following table sets forth certain information as of October
20, 1997 concerning the beneficial ownership of the Company's Common
Stock by each director and each executive officer named in the Summary
Compensation Table appearing elsewhere herein. Unless otherwise noted,
all shares shown as beneficially owned are held with sole voting and
investment power.

Amount Percent
Beneficially of
Name Owned Class
- ---- ------------ -------
Current Directors and Executive Officers
James W. Crook 121,667(1) 2.1%
David J. D'Antoni 11,370(2) (3)
Frederic R. Huber 86,141(4) 1.5%
Charles M. McAuley 2,109(5) (3)
Scotty B. Patrick 21,000 (3)
Nick H. Prater 2,698(6) (3)
Daniel D. Reneau 2,547(7) (3)
R. Michael Summerford 2,123(8) (3)
Wayne D. DeLeo 57,042(9) 1.0%
Martin F. Lapari 53,589(10) (3)
William A. Sorensen 30,834(11) (3)

Offeror Designees
Persons listed on Schedule 1 to
the Offer to Purchase --------- (3)

All directors, Offeror Designees and
executive officers as a group 391,120(12) 6.5%

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

(1) Includes 56,667 shares which Mr. Crook may purchase under
immediately exercisable options. Does not include 1,275,000 shares
held by ChemFirst with respect to which Mr. Crook shares voting and
investment power as a member of the ChemFirst Board of Directors.
(2) Includes 10,870 shares owned by Mr. D'Antoni's wife and son.
(3) Less than 1%.
(4) Includes 800 shares owned by Mr. Huber's wife, children and mother-
in-law and 63,333 shares which Mr. Huber may purchase under
immediately exercisable options.
(5) Includes 1,909 shares which Mr. McAuley may purchase under
immediately exercisable options.
(6) Includes 1,698 shares which Mr. Prater may purchase under
immediately exercisable options.
(7) Includes 24 shares owned by Mr. Reneau's son and 1,923 shares which
Mr. Reneau may purchase under immediately exercisable options.
(8) Includes 1,923 shares which Mr. Summerford may purchase under
immediately exercisable options.
(9) Includes 47,500 shares which Mr. DeLeo may purchase under
immediately exercisable options.
(10) Includes 40,000 shares which Mr. Lapari may purchase under
immediately exercisable options.
(11) Includes 30,834 shares which Mr. Sorensen may purchase under
immediately exercisable options.
(12) Includes 238,334 shares that executive officers may purchase under
immediately exercisable options.

Holdings of Certain Beneficial Owners

The following table sets forth information
regarding ownership of the Company's Common Stock by each person known
to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock. Unless otherwise noted, all shares shown as
beneficially owned are held with sole voting and investment power.

Amount Percent
Beneficially of
Name and Address Owned Class
- ---------------- ------------ -------
Ashland Inc. 1,275,000(1) 22.7%
5200 Blazer Parkway
Dublin, OH 43017
ChemFirst, Inc. 1,275,000(2) 22.7%
700 North Street
Jackson, MS 39215-1249
The Killen Group, Inc. 465,925(3) 8.3%
1189 Lancaster Avenue
Berwyn, PA 19312
Laifer Capital Management, Inc. 430,300(4) 7.6%
45 West 45th Street
New York, NY 10036
Dimensional Fund Advisors, Inc. 370,000(5) 6.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
SAFECO Corporation 326,200(6) 5.8%
SAFECO Plaza
Seattle, WA 98185

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

(1) As reported on Amendment No. 3 to Schedule 13D dated October 10,
1997 and filed with the SEC.
(2) As reported on Schedule 13G dated February 8, 1988 and filed with
the SEC. Pursuant to a Tender Agreement, dated October 9, 1997,
between ChemFirst, Parent and Offeror, Parent and Offeror now hold
voting power of these Shares with respect to certain matters as
described more fully in a Tender Offer Statement on Schedule 14D-1,
dated October 15, 1997, filed by Offeror.
(3) As reported on Amendment No. 4 to Schedule 13G dated February 14,
1997 and filed with the SEC. Sole voting power is held only with
respect to 144,500 of such shares.
(4) As reported on Form 13F dated August 13, 1997 and filed with the
SEC. Sole voting power is held only with respect of 294,900 of
such shares.
(5) As reported on Amendment No. 5 to Schedule 13G dated February 5,
1997 and filed with the SEC. Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment advisor, is deemed to have
beneficial ownership of 370,000 shares of the Common Stock as of
December 31, 1996, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc.
serves as investment manager. Dimensional disclaims beneficial
ownership of all such shares. Sole voting power is held only with
respect of 252,900 of such shares.
(6) As reported on Form 13F dated June 30, 1997 and filed with the SEC.

Item 13. Certain Relationships and Related Transactions

Furnished below is information regarding certain transactions in
which executive officers, directors and principal stockholders of the
Company had an interest during the fiscal year ended June 30, 1997.

Prior to its initial public offering in 1987, the Company was
operated as a joint venture between First Mississippi Corporation
("First Mississippi") and Ashland. As participants in a joint venture,
Ashland and First Mississippi negotiated the terms of many significant
contracts to which the Company is a party. Certain of those contracts
were with Ashland and First Mississippi, and, although the Company did
not negotiate such contracts at arm's-length, the Company believes that
its current commercial relationships with Ashland and First Mississippi
are on terms no less favorable than could be obtained from unaffiliated
third parties.

Feedstock Supply Agreement. From fiscal year 1987 to December 23,
1996, the Company obtained all of its raw materials (urea and anhydrous
ammonia) from First Mississippi and Mississippi Chemical Corporation
("Mississippi Chemical"), an unrelated party, out of the production of
Triad Chemical, a joint venture between First Mississippi and
Mississippi Chemical. Until mid-1988, First Mississippi provided all of
the Company's urea and anhydrous ammonia out of its share of Triad's
production under a feedstock supply agreement. In July 1988, the
Company agreed to an assignment in which one-half of First Mississippi's
obligation under the feedstock supply agreement was assigned to
Mississippi Chemical, and First Mississippi executed a stand-by
agreement pursuant to which it agreed to supply urea and anhydrous
ammonia to the Company to the extent of the assignment if Mississippi
Chemical wrongfully ceased to make deliveries. The prices paid by the
Company for urea and anhydrous ammonia relate to their market prices.
From July 1, 1996 through December 23, 1996, the Company paid First
Mississippi approximately $5.4 million for urea and anhydrous ammonia.
On December 23, 1996, First Mississippi spun-off certain of its assets,
including its investment in the Company, to ChemFirst and thereafter
merged with Mississippi Chemical, so that the Company's feedstock
agreement is now with Triad Nitrogen, Inc. ("TNI") and guaranteed by
Mississippi Chemical, both unrelated parties. On October 9, 1997, the
Company entered into a new feedstock agreement with TNI and Mississippi
Chemical as guarantor of TNI's obligations thereunder.

Payments to Triad for Certain Goods and Services. The Company
obtains certain utilities and services from Triad, including clarified
water, demineralized water and certain of its steam and air. In
addition, the Company has agreed to share the expenses of certain basic
services required for the operation of the Company's and Triad's
facilities including, among others, a guard force, telephone equipment,
road maintenance and shared legal costs. The Company's payment for
services provided under the agreement is based on the actual cost of
such services plus an overhead fee of 25%. The agreement may be
terminated by either party without cause upon one year's notice or the
shutdown of either Triad's or the Company's facilities. Prior to the
December 23, 1996 spin-off referred to in the proceeding paragraph,
Triad was 50% owned by First Mississippi. Payments for such services to
Triad from July 1, 1996 through December 23, 1996 were approximately
$208,000.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K

(a)1. Financial Statements

See Item 8 of PART II of this report.

2. Financial Statement Schedules

See Item 8 of Part II of this report.

3. Exhibits

2 Agreement and Plan of Merger, dated as of October 9, 1997,
among Borden Chemical, Inc., MC Merger Corp. and the Company.1

3.1 Restated Certificate of Incorporation of the Company.2

3.2 Amended By-laws of the Company.2

3.3 Amendment No. 1 to the Amended By-laws.3

3.4 Amendment No. 2 to the Amended By-laws.*

4.1 See Exhibits 3.1 and 3.2 for provisions of the Company's
Restated Certificate of Incorporation andAmended By-laws defining
the rights of holders of Common Stock.

4.2 Specimen of Common Stock Certificate.2

4.3 Registration Rights Agreement by and among the Company,
Ashland and First Mississippi.2

4.4 Rights Agreement dated November 15, 1990 between the Company
and Wachovia Bank and Trust Company, N.A. (now Wachovia Bank,
N.A.) as Rights Agent.4

4.5 Amendment to Rights Agreement, dated as of August 7, 1991.4

4.6 Second Amendment to Rights Agreement, dated as of August 3,
1994.4

4.7 Third Amendment to Rights Agreement, dated as of October 9,
1997.1

4.8 Fourth Amendment to Rights Agreement, dated as of October 9,
1997.1

10.1 Feedstock Agreement, dated as of July 1, 1997, by and among
the Company, Triad Nitrogen, Inc. and Mississippi Chemical
Corporation as guarantor of Triad Nitrogen, Inc.'s obligations
thereunder.

10.2 Standby Feedstock Agreement, dated July 1, 1988, by and
between the Company and First Mississippi.*

10.3 MCI/Triad Intercompany Agreement, dated June 10, 1987, by and
between the Company and Triad.2

10.4 Gas Sales Contract, dated August 1, 1986, by and between
Pontchartrain Natural Gas System and the Company.2

10.5 Site Lease Agreement, dated November 4, 1970, and July 1,
1972, by and among Triad, First Mississippi, MisCoa,
Mississippi Chemical Corporation, Ashland and the Company.2

10.6 Assignment of Lease, dated July 23, 1987, by and among Triad,
First Mississippi, Mississippi Chemical Corporation, Ashland
and the Company.2

10.7 Amended and Restated Long-Term Incentive Plan.2

10.8 Second Amended and Restated Long-Term Incentive Plan.5

10.9 1996 Long-Term Incentive Plan.*

10.10 Employee 401(K) Thrift Plan and related Trust (Restated
1996).*

10.11 Amendment No. 1 to Employee 401(k) Thrift Plan.*

10.12 Amendment No. 2 to Employee 401(k) Thrift Plan.*

10.13 Amended and Restated Retirement Plan for Employees of the
Company including First Supplement and related Trust.
(The related Trust is incorporated by reference from the
Company's Registration Statement on Form S-1
(Registration No. 33-15181).

10.14 Amendment No. 1 to the Retirement Plan.*

10.15 Form of Indemnity Agreement.2

10.16 Schedule describing differences between Indemnity
Agreements.*

10.17 Description of Annual Incentive Plan.*

10.18 Form of Single Trigger Change of Control Severance
Agreement.*

10.19 Schedule describing differences between Single Trigger
Change of Control Agreement.*

10.20 Form of Double Trigger Change of Control Severance
Agreement.*

10.21 Schedule describing differences between Double Trigger
Change of Control Agreement.*

10.22 Form of renewal of Change of Control Agreements.*

10.23 Technology Transfer and Technical Cooperation Agreement,
dated as of February 25, 1997, by and between Melamine
Chemicals, Inc. and DSM Melamine B.V. (Portions of this
agreement are confidential and have been omitted and
filed separately with the Securities and Exchange
Commission pursuant to a request for confidential
treatment).6

10.24 $5 million 5.94% Promissory Note due 2000, dated April 3,
1997, DSM Melamine B.V. to the Company.*

10.25 $5 million 6.23% Promissory Note due 2005, dated April 3,
1997, DSM Melamine B.V. to the Company.*

10.26 Site Lease and Servitude Agreement dated as of July 1,
1997 by and among Triad Nitrogen, Inc. Mississippi
Chemical Corporation and the Company.

24.1 Consent of KPMG Peat Marwick LLP.*

27 Financial Data Schedule.

99.1 Offer to Purchase.7

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

*Filed previously

1 Incorporated by reference from the Company's
Solicitation/Recommendation Statement on Form 14D-9 dated October 15,
1997.

2 Incorporated by reference from the Company's Registration Statement
on form S-1 (Registration No. 33-15181).

3 Incorporated by reference from the Company's Registration Statement
on Form S-8 (Registration No. 33-20497).

4 Incorporated by reference from the Company's Registration Statement
on Form 8-A dated November 9, 1990 as amended by the Company's Form 8
dated August 20, 1991 and the Company's Form 8-A/A dated December 8,
1994.

5 Incorporated by reference from the Company's Registration Statement
on Form S-8 (Registration N. 33-43979).

6 Incorporated by reference from the Company's Current Report on Form
8-K filed with the Commission on April 11, 1997.

7 Incorporated by reference from the Company's
Solicitation/Recommendation Statement on form 14D-9 filed with the
Commission on October 15, 1997.

(b) Reports on Form 8-K

A Form 8-K dated July 1, 1996 was filed by the Company announcing
the end of its consideration of expansion projects in Europe and
in Memphis, Tennessee.

A Form 8-K dated July 30, 1996 was filed by the Company relating
to the financial results for the year ended June 30, 1996.

A Form 8-K dated October 14, 1996 was filed by the Company
relating to the financial results for the three month period ended
September 30, 1996.

A Form 8-K dated January 14, 1997 was filed by the Company
relating to the financial results for the three and six month
periods ended December 31, 1996.

A Form 8-K dated February 26, 1997 was filed by the Company
announcing the signing of an agreement relating to the sale of
Melamine Chemicals Inc.'s patented high-pressure melamine
production technologies to DSM Melamine B.V.

A Form 8-K dated March 25, 1997 was filed by the Company
announcing the closing date for the sale of technology.

A Form 8-K dated April 3, 1997 was filed by the Company relating
to the definitive agreement executed with DSM.

A Form 8-K dated April 17, 1997 was filed by the Company relating
to the financial results for the three and nine month periods
ended March 31, 1997.

A Form 8-K dated June 30, 1997 was filed by the Company relating
to an unsolicited proposal by Ashland, Inc. to acquire all of
Melamine's outstanding stock that Ashland does not currently own.

A Form 8-K dated July 18, 1997 was filed by the Company relating
to the financial results for the year ended June 30, 1997.

A Form 8-K dated August 15, 1997 was filed by the Company relating
Ashland's increased offer to purchase the Company.

A Form 8-K dated August 26, 1997 was filed by the Company relating
to its financial advisor's, Goldman, Sachs & Co.'s, continuing
review of Ashland's offer and other available alternatives.

A Form 8-K dated August 27, 1997 was filed by the Company relating
to Ashland Inc. confirming its offer of August 14 to purchase all
of the issued and outstanding shares of the Company that it does
not own.

A Form 8-K dated September 8, 1997 was filed by the Company
announcing that it has temporarily reduced its melamine production
due to equipment repairs being performed by its primary raw
materials supplier, Triad Nitrogen Inc.

A Form 8-K dated October 10, 1997 was filed by the Company
announcing the execution of the Agreement and Plan of Merger,
dated October 9, 1997, between the Company, Parent and the
Offeror.

A form 8-K dated October 22, 1997 was filed by the Company
announcing the first quarter earnings for the Company.

SIGNATURES

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 on
October 24, 1997.

MELAMINE CHEMICALS, INC.

/s/ Frederic R. Huber
----------------------
Frederic R. Huber
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and on the dates indicated.

Signature Title Date

/s/ James W. Crook Chairman of the Board October 24, 1997
-------------------
(James W. Crook)

/s/ Charles M. McAuley Director October 24, 1997
-----------------------
(Charles M. McAuley)

/s/ Scotty B. Patrick Director October 24, 1997
----------------------
(Scotty B. Patrick)

/s/ R. Michael Summerford Director October 24, 1997
- --------------------------
(R. Michael Summerford)

Director October __, 1997
- -------------------------
(Daniel D. Reneau, Jr.)

/s/ Nilon H. Prater Director October 24, 1997
--------------------
(Nilon H. Prater)

Director October __, 1997
----------------------
(David J. D'Antoni)

/s/ Wayne D. DeLeo Vice President and October 24, 1997
------------------- Chief Financial Officer
(Wayne D. DeLeo)
(Principal Financial and
Accounting Officer)

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
10.1 Feedstock Agreement, dated as of July 1,
1997, by and among the Company, Triad
Nitrogen, Inc. and Mississippi Chemical
Corporation as guarantor of Triad Nitrogen,
Inc.'s obligations thereunder.

10.26 Site Lease and Servitude Agreement, dated as
of July 1, 1997 by and among Triad Nitrogen,
Inc., Mississippi Chemical Corporation and
the Company.

27 Financial Data Schedule.