EXHIBIT 23.2
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
  We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated January 18, 1994
relating to the financial statements of Borden Chemicals and Plastics Limited
Partnership, which appears in such Prospectus. We also consent to the
incorporation by reference in this Registration Statement of our report on the
Financial Statement Schedules, which appears on page 39 of the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1993. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
 
Price Waterhouse LLP
 
Columbus, Ohio
November 22, 1994