========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
-----------------------
MELAMINE CHEMICALS, INC.
(Name of Subject Company)
MELAMINE CHEMICALS, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share,
and associated Preferred Share Purchase Rights
(Title of Class of Securities)
585332
(CUSIP Number of Class of Securities)
-----------------------
Wayne D. DeLeo
Vice President and Chief Financial Officer
MELAMINE CHEMICALS, INC.
Highway 18 West
Donaldsonville, Louisiana 70346
(504) 473-3121
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
-----------------------
WITH A COPY TO:
L. R. McMillan, II
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
(504) 582-8000
========================================================================
This Amendment No. 1 (this "Amendment") amends and
supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on October 15, 1997 (the "Schedule 14D-
9") by Melamine Chemicals, Inc., a Delaware corporation (the
"Company"), relating to a tender offer commenced on October
15, 1997 by MC Merger Corp. ("Offeror"), a wholly owned
subsidiary of Borden Chemical, Inc. ("Parent").
All capitalized terms used but not otherwise defined
herein have the meanings attributed to them in the Schedule
14D-9.
The items in the Schedule 14D-9 set forth below are
hereby amended and supplemented by adding the following:
ITEM 2. Tender Offer of the Bidder.
The Company announced that on October 30, 1997 the
Company and the Parent received notification of early
termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 in connection with
the acquisition of the Company.
ITEM 9. Material to be Filed as Exhibits.
Exhibit No.
(a)(7) Press release issued by the Company dated October
31, 1997.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: October 30, 1997 MELAMINE CHEMICALS, INC.
By: /s/ Frederic R. Huber
---------------------
Frederic R. Huber
Chief Executive Officer