AMENDMENT TO AGREEMENT AND PLAN OF MERGER


   This  Amendment  No.  1  to  Agreement  and  Plan  of  Merger  (the
"Amendment"),  dated  as  of November 10, 1997, is by and among Borden
Chemical, Inc., a Delaware  corporation ("Parent"), MC Merger Corp., a
Delaware corporation and a wholly  owned subsidiary of Parent ("Sub"),
and Melamine Chemicals, Inc., a Delaware corporation (the "Company").

   WHEREAS, the Company, Parent and Sub have entered into an Agreement
and  Plan  of  Merger,  dated  as  of October  9,  1997  (the  "Merger
Agreement"), pursuant to which (i) Sub  commenced  a cash tender offer
(the  "Offer")  to  purchase  all issued and outstanding  shares  (the
"Shares") of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), and (ii) following the consummation of the Offer, Sub
will merge with and into the Company  in  accordance with the Delaware
General Corporation Law, with the result that  the Company will become
a wholly-owned subsidiary of Parent; and

   WHEREAS,  the  Company,  Parent and Sub wish to  amend  the  Merger
Agreement in certain respects;

   NOW, THEREFORE, the parties hereto hereby agree as follows:

   Paragraphs (a) and (b) of  Section  2.8 of the Merger Agreement are
hereby amended to read in their entirety as follows:

        2.8   Options.

        (a) Under the terms of the Melamine  Chemicals, Inc. Second
   Amended  and Restated Long-Term Incentive Plan,  effective  July
   31, 1987 (the "Old Incentive Plan"), outstanding options granted
   under  the   Old   Incentive   Plan   will  terminate  upon  the
   consummation of the Offer and the holders  of  such options will
   be  entitled,  in  exchange  for  their  terminated options,  to
   payment,  within sixty days thereafter, by  the  Company  of  an
   amount in cash  equal  to  (i) the excess of the Per Share Price
   over the per share exercise  price  of the option, multiplied by
   (ii)  the  number  of  Shares  that would  otherwise  have  been
   received upon exercise of the terminated option.

        (b) Upon the Board's approval  of the Offer and the Merger,
   outstanding options (the "1996 Plan Options")  granted under the
   Melamine   Chemicals,   Inc.  1996  Long-Term  Incentive   Plan,
   effective September 9, 1996  (the  "1996  Incentive  Plan"  and,
   together  with  the Old Incentive Plan, the "Long-Term Incentive
   Plans")   will  accelerate   automatically   to   become   fully
   exercisable.  In accordance with the terms of the 1996 Incentive
   Plan, the Company  will  cause the Compensation Committee of its
   Board to cancel the 1996 Plan  Options, upon consummation of the
   Offer, and to pay to each holder  of  such  1996  Plan  Options,
   within  sixty  days  thereafter, an amount in cash equal to  the
   product of (i) the excess  of  the  Per Share Price over the per
   share exercise price of each of such holder's 1996 Plan Options,
   multiplied  by (ii) the number of Shares  that  would  otherwise
   have been received  upon  exercise  of  such  holder's 1996 Plan
   Options.

   All  capitalized terms used but not otherwise defined  herein  have
the meanings attributed to them in the Merger Agreement.

   IN WITNESS  WHEREOF,  each  of  the  parties hereto has caused this
Agreement to be executed on its behalf by  its officers thereunto duly
authorized, all as of the date first written above.

                            BORDEN CHEMICAL, INC.


                            By:  /s/ Joseph M. Saggese
                                 ---------------------
                                 Name:  Joseph M. Saggese
                                 Title:  Chairman of the Board,
                                         President and 
                                         Chief Executive Officer

                            
                            MC MERGER CORP.


                            By:  James O. Stevning
                                 ---------------------
                                 Name:  James O. Stevning
                                 Title:  President

                            
                            MELAMINE CHEMICALS, INC.


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


     The undersigned hereby irrevocably and unconditionally guarantees
the obligations of Borden Chemical, Inc. hereunder.


                              BORDEN, INC.


                              By:  /s/  Ellen German Berndt
                                   ------------------------
                                   Name:  Ellen German Berndt
                                   Title:  Secretary