SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                SCHEDULE 13D
                               (Rule 13d-101)

                 Under the Securities Exchange Act of 1934


                          Melamine Chemicals, Inc.
                              (Name of issuer)


                                Common Stock
                       (Title of class of securities)


                                585332 10 9
                               (CUSIP number)


                             Thomas L. Feazell
                             1000 Ashland Drive
                             Russell, KY 41169
                               (606) 329-3403
               (Name, address and telephone number of person
             authorized to receive notices and communications)


                               June 27, 1997
          (Date of event which requires filing of this statement)

     If the filing person has previously  filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing  this  schedule  because  of  Rule  13d-1(b)(3)  or (4),  check  the
following box. X






CUSIP No.  585332 10 9     13D


1        NAME OF REPORTING PERSONS  Ashland Inc.
         S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS  61-0122250


2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)
                  Not Applicable                              (b)

3        SEC USE ONLY


4        SOURCE OF FUNDS
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
         ITEM 2(d) or 2(e)
                  Not Applicable

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Kentucky

           NUMBER OF        7   SOLE VOTING POWER
            SHARES              1,275,000 shares
         BENEFICIALLY       8   SHARED VOTING POWER
           OWNED BY             0
            EACH            9   SOLE DISPOSITIVE POWER
         REPORTING              1,275,000 shares
         PERSON WITH       10   SHARED DISPOSITIVE POWER
                                0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,275,000 shares

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                  Not Applicable

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  23.4%

14       TYPE OF REPORTING PERSON
                  CO




                     Securities and Exchange Commission
                           Washington, D.C. 20549
                                Schedule 13D


Item 1.  Security and Issuer:

         Ashland Inc. ("Ashland") currently owns 1,275,000 shares of Common
         Stock  (the  "Stock"),  par  value  $.01 per  share,  of  Melamine
         Chemicals,  Inc. ("MCI"). MCI's address of its principal executive
         offices is P.O. Box 748, Donaldsonville, Louisiana 70346.

Item 2.  Identity and Background:

         (a),  (b) and (c)  Ashland  is a  Kentucky  corporation  with  its
         principal   executive  offices  located  at  1000  Ashland  Drive,
         Russell,  KY 41169.  Ashland's  businesses  are  grouped  into six
         industry   segments:   Ashland  Petroleum,   SuperAmerica   Group,
         Valvoline,    Chemical,    Engineering   and   Construction,   and
         Exploration. In addition, Ashland is involved in the coal industry
         through its 50% ownership in Arch Mineral Corporation ("Arch") and
         its 46% ownership of Ashland Coal, Inc. ("Ashland Coal").

         Ashland  Petroleum  is  one of the  nation's  largest  independent
         petroleum refiners and a leading supplier of petroleum products to
         the   transportation   and  commercial  fleet  industries,   other
         industrial customers and independent marketers.  Ashland Petroleum
         also gathers and transports crude oil and petroleum products.  The
         SuperAmerica Group operates  combination  gasoline and merchandise
         stores  under  the  SuperAmerica(R)  brand  name  and  also  sells
         gasoline  under  various  brand  names  through  other  company or
         dealer-operated   outlets.  On  May  15,  1997,  Ashland  and  USX
         Corporation  announced  the signing of a Letter of Intent  between
         Ashland and USX's  Marathon  group to pursue a combination  of the
         major elements of Marathon's and Ashland's refining, marketing and
         transportation  operations.  Under  the  terms  of the  Letter  of
         Intent,  Marathon will have a 62 percent ownership  interest,  and
         Ashland  will have a 38  percent  ownership  interest,  in the new
         limited  liability joint venture company.  Ashland's  exploration,
         production and chemical businesses are not to be a part of the new
         company's assets.  Also excluded from the transaction is Ashland's
         Valvoline  division.  Certain equity investments of both companies
         are also excluded. Ashland's refinery-produced petrochemicals will
         be a part of the  new  company.  It is  anticipated  that  the new
         company  will not assume debt of either  Marathon or Ashland.  The
         transaction  is  subject  to  the  negotiation  and  execution  of
         definitive  documents and a closing of the transaction is targeted
         for calendar year-end.  The anticipated  combination  requires the
         approval of the Boards of Directors  of Ashland,  Marathon and USX
         and of certain governmental  agencies, as well as the satisfactory
         conclusion of due diligence by the parties.

         Ashland's  Valvoline  division  is  one of  the  nation's  leading
         marketers of branded,  packaged  motor oil and markets  automotive
         chemicals,  filters,  rust preventives and coolants.  In addition,
         Valvoline is engaged in the "quick-lube"  business through outlets
         operating  under the  Valvoline  Rapid Oil Change(R) and Valvoline
         Instant Oil Change(R) names.

         Chemical distributes industrial chemicals,  solvents and plastics,
         and manufactures a wide variety of specialty chemicals and certain
         commodity chemicals.  Engineering provides  architectural,  design
         engineering and project management services worldwide, designs and
         manufactures  steam-generating  and  fuel-burning  equipment,  and
         fabricates heavy metal products.  Construction  produces asphaltic
         and ready-mixed concrete,  aggregate,  concrete blocks and certain
         specialized   construction   materials,   and  performs   contract
         construction work including highway paving and repair,  excavation
         and  grading,  and bridge and sewer  construction  in the southern
         United States.

         Exploration  produces crude oil and natural gas principally in the
         eastern United States and Gulf Coast and crude oil in Nigeria.  On
         May 21, 1997,  Ashland and the Norwegian energy company,  Statoil,
         announced  the signing of a definitive  agreement  for the sale of
         substantially  all of Ashland's  domestic (but not  international)
         oil and gas  properties.  The cash  transaction  is valued at $566
         million.  Closing of the  transaction  is  anticipated  on July 1,
         1997.

         Arch produces  metallurgical  and steam coal from surface and deep
         mines in Illinois, Kentucky, West Virginia and Wyoming for sale to
         utility and steel  companies.  Ashland  Coal  produces  low-sulfur
         steam coal from surface  mines in central  Appalachia  for sale to
         domestic and foreign electric utility and industrial markets. Arch
         and Ashland Coal each markets coal mined by independent producers.
         On April 4, 1997,  Ashland Coal,  Inc. and Arch jointly  announced
         the execution of a definitive  agreement to merge their  companies
         into a publicly  traded  company  to be known as Arch  Coal,  Inc.
         Ashland  will  own  about  54% of  Arch  Coal.  Completion  of the
         transaction is expected to occur on July 1, 1997.

         The  executive   officers  and  directors  of  Ashland  and  their
         principal  occupations  are shown on the attached  Schedule I. The
         business address of each executive officer is shown on Schedule I.
         Each  director's  business  address is Ashland Inc., c/o Office of
         the Secretary, 1000 Ashland Drive, Russell, KY 41169.

         (d-e) During the last five years,  neither  Ashland nor any of the
         persons  listed in Schedule 1 hereto,  has been (i) convicted in a
         criminal  proceeding  (excluding  traffic  violations  and similar
         misdemeanors) or (ii) a party to a civil proceeding for a judicial
         or administrative  body of competent  jurisdiction and as a result
         of such  proceeding  was or is  subject to a  judgment,  decree or
         final order  enjoining  future  violations  of, or  prohibiting or
         mandating  activities subject to, Federal or state securities laws
         or finding any violation with respect to such laws.

         (f) Each executive officer and director of Ashland is a U.S. 
         citizen.

Item 3.  Source and Amount of Funds or Other Consideration:

         MCI  was  formed  in  1968  by  Ashland   and  First   Mississippi
         Corporation,  with each company owning 50% of the Stock.  Prior to
         the initial public offering of the Stock in August,  1987, Ashland
         owned  2,000,000  shares  of  Stock.   After  the  initial  public
         offering,  Ashland owned 1,275,000  shares of Stock. On August 28,
         1989,  Ashland  contributed,   as  a  capital  contribution,   its
         1,275,000 shares of Stock to its wholly-owned subsidiary,  Ashland
         Chemical,  Inc.  ("ACI").  ACI was merged into Ashland,  effective
         close  of  business  on  September  30,  1993  and,   accordingly,
         ownership of the 1,275,000  shares of Stock was  transferred  from
         ACI to Ashland.

         The purchase of any  additional  shares of Stock would be financed
         through internally generated funds of Ashland.

Item 4.  Purpose of Transaction:

         On June 27,  1997,  Paul W.  Chellgren,  Chairman of the Board and
         Chief  Executive  Officer  of  Ashland,  sent a letter to James W.
         Crook,  Chairman of the Board of MCI,  which  included an offer to
         purchase  all the  issued  and  outstanding  shares of Stock  that
         Ashland  does not  already  own at a price of $12.50  per share in
         cash at closing in a friendly,  negotiated transaction.  The offer
         is  subject  to a due  diligence  review,  Ashland  Board  review,
         negotiation  of  a  definitive  agreement  and  assurances  of  an
         acceptable  long-term raw material supply  arrangement.  A copy of
         the letter is attached as an exhibit hereto.

Item 5.  Interest in Securities of the Issuer:

         I.   Ashland
         (a) Share Ownership

                  (i)  Aggregate number beneficially owned:

                           1,275,000

                  (ii) Percentage of class of securities owned:

                           23.4%

              (b) Number of shares which such person has:

                  (i)  sole power to vote or to direct the vote - 1,275,000

                 (ii)  shared power to vote or to direct the vote - 0

                (iii)  sole or shared power to dispose or to direct the 
                       disposition of - 1,275,000

              (c) Not Applicable

              (d) Not Applicable

              (e) Not Applicable

         II.  Executive Officers and Directors of Ashland

         The  beneficial  ownership  of  the  Stock  of  certain  executive
         officers and  directors of Ashland is listed on Schedule II. If not
         listed on Schedule II, the  executive  officer or director does not
         beneficially own any Stock.

Item 6.  Contracts, Arrangements, Understandings or Relationships With 
         Respect to Securities of the Issuer:

         MCI,   Ashland   and   First   Mississippi   Corporation   ("First
         Mississippi")  entered into an agreement (the "Registration Rights
         Agreement")  granting  to Ashland  and First  Mississippi  certain
         rights to have their Stock  registered  for public sale. On August
         31, 1989, Ashland assigned all of its rights,  privileges,  duties
         and obligations under the Registration Rights Agreement to ACI. On
         September 30, 1993, ACI was merged into Ashland and,  accordingly,
         Ashland succeeded to all of ACI's rights,  privileges,  duties and
         obligations  under the Registration  Rights  Agreement.  Under the
         Registration Rights Agreement,  upon the request of either Ashland
         or  First  Mississippi,  MCI is  required  to file a  registration
         statement  with  respect to the sale of Stock owned by such party.
         The  non-requesting  party has the right to include  its shares in
         such  registration,  but may not for 12 months thereafter  require
         MCI to register its shares.  Following such 12-month  period,  the
         non-requesting  party  may  request  registration,  and the  first
         requesting  party may include in such  registration any shares not
         sold pursuant to the first registration.  Each party has the right
         to demand one such registration,  In addition,  if MCI proposes to
         register any of its Stock in an offering to the public for its own
         account or the account of any of its  securities  holders,  MCI is
         required to notify Ashland and First Mississippi,  as the case may
         be,  and to  include  their  shares  in  such  registration  if so
         requested. Each of Ashland and First Mississippi have the right to
         include shares in two such registrations.  The underwriters of any
         such offering have the right to limit the number of shares sold by
         Ashland or First  Mississippi  pursuant  to any such  registration
         rights to such quantity as will not, in their opinion,  jeopardize
         the underwriting or adversely affect the price of the shares to be
         sold. MCI has the additional  right to delay the registration if a
         registration  at such  time  would be  unreasonably  expensive  or
         burdensome.

Item 7.  Material to be Filed as Exhibits:

              (1) The Borrowing of Funds to Finance the Acquisition:

                  Not Applicable

              (2) The Acquisition of Issue Control,  Liquidation, Sale of 
                  Assets, Merger, or Change in Business or Corporate Structure:

                  Exhibit 99.1 -    Letter dated June 27, 1997 from Paul W. 
                  Chellgren to James W. Cook

              (3) The Transfer or Voting of the Securities:

                  Exhibit 99.2 - Registration Rights Agreement

                  Exhibit 99.3 - Agreement of Assignment and Assumption


                                 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.



                                                  June 30, 1997


                                                 /s/ THOMAS L. FEAZELL
                                                 ---------------------------
                                                 Thomas L. Feazell
                                                 Senior Vice President, General
                                                 Counsel and Secretary

 
                                   SCHEDULE I

                             DIRECTORS AND OFFICERS
                                      OF
                                 ASHLAND INC.
                              OFFICE ADDRESSES



    DIRECTORS                        OFFICE ADDRESSES
- --------------------     ----------------------------------------------------

Jack S.  Blanton         Republic Bank Center
                         700 Louisianna
                         Suite 3920
                         Houston, TX  77002

Thomas E. Bolger         4301 Gulf Shore Blvd., North
                         Apt. 703
                         Naples, FL  33940

                                   and

                         P.O. Box 9211
                         4605 Indian Springs Drive
                         Jackson, WY  83001

Samuel C.  Butler        Cravath, Swaine & Moore
                         Worldwide Plaza
                         825 Eighth Avenue
                         New York, NY  10019

Frank C.  Carlucci       The Carlyle Group
                         1001 Pennsylvania Ave., N.W.
                         Washington, DC  20004-2505

Paul W.  Chellgren       P.O. Box 391
                         Ashland, KY  41114

James B. Farley          Villa D'Este
                         2665 North Ocean Blvd.
                         Delray Beach, FL  33483

                                   and

                         51 Taylor Road
                         Short Hills, NJ  07078

Ralph E. Gomory          Alfred P. Sloan Foundation
                         630 Fifth Ave., Suite 2550
                         New York, NY  10111-0242

Mannie L. Jackson        Harlem Globetrotters International, Inc.
                         One Arizona Center
                         400 East Van Buren St., Suite 300
                         Phoenix, AZ  85004

Patrick F. Noonan        The Conservation Fund
                         1800 North Kent St.
                         Suite 1120
                         Arlington, VA  22209

Jane C. Pfeiffer         90 Field Point Circle
                         Greenwich, CT  06830

Michael D. Rose          The Promus Companies Incorporated
                         755 Crossover Lane
                         Memphis, TN  38117

William L. Rouse, Jr.    2201 Regency Road
                         Suite 602
                         Lexington, KY  40503

Dr. Robert B. Stobaugh   Harvard Business School
                         103 Cotting House
                         Soldiers' Field Road
                         Boston, MA  02163

                         MAILING ADDRESS:
                         243 Marsh Street
                         Belmont, MA  02178



EXECUTIVE OFFICERS OFFICE ADDRESS TITLES - ------------------ ---------------- -------------------- Paul W. Chellgren P. O. Box 391 Chairman of the Board and Ashland, KY 41114 Chief Executive Officer John A. Brothers P. O. Box 391 Executive Vice President and Ashland, KY 41114 Group Operating Officer James R. Boyd P. O. Box 391 Senior Vice President and Ashland, KY 41114 Group Operating Officer J. Marvin Quin P. O. Box 391 Senior Vice President and Ashland, KY 41114 Chief Financial Officer Thomas L. Feazell P. O. Box 391 Senior Vice President, Ashland, KY 41114 General Counsel and Secretary Robert E. Yancey, Jr. P. O. Box 391 Senior Vice President and Ashland, KY 41114 Group Operating Officer; President, Ashland Petroleum Company Harry M. Zachem P. O. Box 391 Senior Vice President, Ashland, KY 41114 External Affairs David J. D'Antoni P. O. Box 2219 Senior Vice President; Columbus, OH 43216 President, Ashland Chemical Company John F. Pettus P. O. Box 14000 Senior Vice President; Lexington, KY 40512 President, SuperAmerica Group Charles F. Potts 900 Ashwood Parkway Senior Vice President; Suite 700 President, APAC, Inc. Atlanta, GA 30338-4780 James J. O'Brien P. O. Box 14000 Senior Vice President; Lexington, KY 40512 President, The Valvoline Company John W. Dansby P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Treasurer Kenneth L. Aulen P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Controller Philip W. Block P. O. Box 391 Administrative Vice Ashland, KY 41114 President Fred E. Lutzeier P. O. Box 391 Auditor Ashland, KY 41114 William R. Sawran P.O. Box 14000 Vice President; Chief Lexington, KY 40512 Information Officer; President, Ashland Services Company
OTHER OFFICERS OFFICE ADDRESSES TITLES - -------------- ---------------- ------ Sean T. Crimmins P. 0. Box 391 Vice President Ashland, KY 41114 William G. Haddeland 601 Pennsylvania Vice President Avenue,N.W. North Building, Suite 540 Washington, DC 20004 William P. Harti P.O. Box 391 Vice President Ashland, KY 41114 James D. Lacy P. 0. Box 391 Vice President Ashland, KY 41114 Andrew C. Meko P. 0. Box 391 Vice President Ashland, KY 41114 Carl A. Pecko P. O. Box 391 Vice President Ashland, KY 41114 James G. Stephenson P. O. Box 391 Vice President Ashland, KY 41114 Timothy J. Berry P. 0. Box 14000 Assistant Secretary Lexington, KY 40512 Thomas F. Davis P. 0. Box 2219 Assistant Secretary Columbus, OH 43216 Michael F. Jordan P. 0. Box 391 Assistant Secretary Ashland, KY 41114 Richard P. Thomas P. 0. Box 391 Assistant Secretary Ashland, KY 41114 T. Cody Wales P. 0. Box 391 Assistant Secretary Ashland, KY 41114 J. Michael Wilder P. O. Box 14000 Assistant Secretary Lexington, KY 40512 Charles M. Hedrick P. O. Box 391 Assistant Treasurer Ashland, KY 41114 Daniel B. Huffman P. O. Box 391 Assistant Treasurer Ashland, KY 41114 Charles H. Seal P. O. Box 391 Assistant Treasurer Ashland, KY 41114 SCHEDULE II EXECUTIVE OFFICER SHARES - ----------------- ------ James R. Boyd 200 Shares David J. D'Antoni 970 Shares - Custodian for Andrew D'Antoni 500 Shares - Held in IRA Account 705 Shares - Indirect - Held in Wife's IRA Account 9,195 Shares - Indirect - Held by Wife J. Marvin Quin 2,000 Shares - Indirect - Held by Wife EXHIBIT INDEX Exhibit No. Description - ------- ----------- 99.1 Letter dated June 27, 1997 from Paul W. Chellgren to James W. Cook 99.2 Registration Rights Agreement 99.3 Agreement of Assignment and Assumption


                                                            Exhibit 99.1

                               [Ashland Logo]

ASHLAND INC.  P.O. BOX 391  ASHLAND, KENTUCKY 41114  PHONE (606) 329-3333


PAUL W. CHELLGREN
Chairman of the Board and
Chief Executive Officer
(606) 329-3024
(606) 329-3559 (FAX)


                                   June 27, 1997



Mr. James W. Crook
Chairman of the Board
Melamine Chemicals, Inc.
P. O. Box 748
River Road, Highway 18
Donaldsonville, LA  70346

Dear Jimmy:

         Through a briefing from Messrs.  D'Antoni and Patrick,  Ashland is
pleased to learn of the recent  efforts  regarding the possible sale of the
Company.  As an original and long-term  shareholder of Melamine  Chemicals,
Inc., Ashland would be supportive of a sale of the company at a fair price.

         Ashland  would be  interested  in  acquiring  all the  issued  and
outstanding  shares of Melamine that we do not currently own.  Accordingly,
we stand ready to  purchase  all the issued and  outstanding  shares of the
Company  that we do not  already own at a price of $12.50 per share in cash
at closing, subject to a due diligence review, Ashland Inc. Board approval,
negotiation  of a definitive  agreement,  and  assurances  of an acceptable
long-term raw material supply arrangement.

         Under  applicable  Federal  securities  laws,  we are  required to
promptly publicly disclose the contents of this letter.  This disclosure is
not  meant  to  preempt  or  preclude  negotiations.  We  are  proposing  a
negotiated,  friendly  transaction.  I believe  that we could  complete any
necessary  due  diligence  and agree and sign a definitive  agreement  very
quickly and,  subject to customary  conditions,  complete this  transaction
soon thereafter.

         I look forward to your prompt and favorable reply at your earliest
convenience  but in any event no later than the close of  business  on July
17, 1997.
                                           Sincerely yours,


                                             /s/  Paul Chellgren

                                           Paul W. Chellgren
                                           Chairman of the Board
                                           and Chief Executive Officer





                                                            Exhibit 99.2

                       REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement ("this Agreement"),  is entered
into as of this day of August, 1987, by and among Melamine Chemicals, Inc.,
a Delaware  corporation  (the  "Company"),  Ashland  Oil,  Inc., a Kentucky
corporation  ("Ashland") and First Mississippi  Corporation,  a Mississippi
corporation ("First Mississippi").

         WHEREAS,  the Company has filed a  registration  statement on Form
S-1 under the  Securities  Act of 1933 as  amended  (the  "Act"),  with the
Securities and Exchange  Commission (the  "Commission")  with respect to an
offering by the Company of 1,400,000  shares of its common stock,  $.Ol par
value  per  share,  and  an  offering  by  Ashland  and  First  Mississippi
(collectively,  the  "Selling  Stockholders"),  each of which  is  offering
700,000 shares of common stock; and

         WHEREAS,  each of the Selling Stockholders will each own 1,300,000
shares of common stock (the "Common  Stock")  after the  Company's  initial
public offering; and

         WHEREAS,  each of the Selling  Stockholders may desire to register
the Common Stock for public sale at some time in the future; and

         WHEREAS,   the   Company   now   desires  to  afford  the  Selling
Stockholders certain rights to register the sale of all or a portion of the
shares of Common Stock retained by them.

         NOW,  THEREFORE,  in  consideration  of  the  premises  and of the
covenants  and  agreements  herein  contained  and for  good  and  valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

                                 SECTION I

                        SELLING STOCKHOLDER REQUEST
                              FOR REGISTRATION

         Section  1.01  Request  for  Registration.  Either of the  Selling
Stockholders may make a written demand (stating that it is made pursuant to
this  Section  1.01) to the Company of their  intention to effect the sale,
transfer or other disposition of all or a portion of their Common Stock and
to request that the Company  register  such Common Stock under the Act (the
"Demand  Registration").  The demand shall specify the manner in which such
shares are to be sold,  transferred  or otherwise  disposed of. The Company
will, as soon as is reasonably  practicable  but in no event later than ten
days  after its  receipt  of such a request  from  either  Ashland or First
Mississippi  (the  "Requesting   Party"),   notify  the  other  party  (the
"Non-requesting  Party") of its receipt of a request to register  shares of
Common Stock




pursuant  to this  Agreement.  The  Non-requesting  Party  shall  have  ten
business  days  from its  receipt  of the  notice  to make  written  demand
(specifying  that it is made  pursuant to this Section 1.01) to the Company
to request that the Company  Register all or a portion of its Common Stock.
The demand  shall  specify  the manner in which such shares are to be sold,
transferred or otherwise disposed of. (All such shares of Common Stock that
the Company is requested to register  are  collectively  referred to as the
"Registrable  Securities").  Thereafter,  the Company shall use  reasonable
efforts to cause all Registrable  Securities to be registered under the Act
pursuant to Section III hereof.

         Section 1.02 Request by  Non-Requesting  Party. For a period of 12
months after a demand  pursuant to Section 1.01 from the Requesting  Party,
the  Non-requesting  Party may not make a written  demand  that the Company
register its shares under the Act pursuant to Section 1.01.

         Section 1.03 Number of Demand Registrations.  The Company shall be
obligated  to effect one Demand  Registration  pursuant to Section 1.01 for
each of the  Selling  Stockholders  on the  terms  and  conditions  of this
Agreement;  provided,  however,  if the  Company  has filed a  registration
statement  pursuant  to  Section  1.01  and the  registration  fails  to be
declared  effective  through no fault of the  Company,  such  filing  shall
fulfill the Company's obligations to register the Requesting Party's Common
Stock pursuant to Section 1.01.

         Section  1.04 Delay of Demand  Registration.  Notwithstanding  the
foregoing,  if the  Company  shall  furnish to the Selling  Stockholders  a
certificate  signed by the  Chairman  of the Board,  the  President  or any
authorized  Vice  President  of the Company  stating that in the good faith
judgment of the Board of Directors  upon  consultation  with an independent
investment banking firm active in underwriting of public offerings it would
be  seriously  detrimental  to  the  Company  or  its  stockholders  for  a
registration  statement to be filed in the near future,  then the Company's
obligation to use its reasonable  efforts to file a registration  statement
pursuant to this Section I shall be deferred until such time as in the good
faith judgment of such persons it would not be seriously detrimental to the
Company and its stockholders.

                                 SECTION II

                           COMPANY REGISTRATIONS

         Section 2.01  Piggy-back  Registration.  In addition to any rights
granted under Section I and subject to the requirements of Section 2.02, if
the Company  proposes to  register  under the Act a public  offering of its
Common Stock, the Company shall give notice as promptly as possible of such
proposed registration to the Selling Stockholders.  Within fifteen business
days after receipt of such notice,  each Selling  Stockholder  shall notify
the  Company in writing  of the number of shares of Common  Stock,  if any,
that such Selling Stockholder wishes to have included in

                                    -2-






such registration and, if either or both of the Selling  Stockholders elect
to so include any shares of Common Stock in the  registration,  the Company
will use all  reasonable  efforts  to cause the  offering  of the number of
shares that the Selling Stockholders shall have requested to be included in
such   registration,   upon  the  same  terms   (including  the  method  of
distribution) as such offering;  provided,  however,  that: (i) the Company
shall not be  required  to give  notice of, or include  such shares in, any
such registration if the proposed  registration is a registration of (A) an
employee ownership, option, purchase or other employee incentive or benefit
plan or arrangement,  (B) securities  proposed to be issued in exchange for
securities  or assets of, or in connection  with a merger or  consolidation
with, another entity or corporation,  (C) securities proposed to be offered
to any  class  or  series  of  its  then  existing  security  holders,  (D)
securities issuable upon the conversion of securities which are the subject
of  an  underwritten  redemption  or  (E)  a  combination  of  any  of  the
transactions  referred to in (A) through (D); (ii) the Company shall not be
required  to  include  any or all such  shares of Common  Stock in any such
registration  if, in the  reasonable  opinion of the  Company's  investment
banking  firm,  the basis for which is given in writing by such firm to the
Selling  Stockholders,  the  inclusion  of any or all such shares of Common
Stock would have a material adverse affect on such proposed offering or the
Selling Stockholder  desiring to sell shares has not agreed to refrain from
selling any additional  shares of Common Stock for such  reasonable  period
not to  exceed  the  number of days  following  the  effective  date of the
offering  as such  investment  banker  may  reasonably  request;  provided,
however,  that the securities of all other persons with similar rights must
also be excluded;  (iii) if the amount of the  securities  to be offered by
the Company through such  registration is reduced,  the number of shares of
Common  Stock to be  offered  by each of the  Selling  Stockholders  may be
reduced  proportionately;  and (iv) the Company may, without the consent of
either of the Selling Stockholders, withdraw any registration statement and
abandon  the  proposed  offering  in which  the  Selling  Stockholders  had
requested to participate.

         Section  2.02   Distribution  of  Shares.   Each  of  the  Selling
Stockholders  desiring to sell shares of Common Stock in the offering agree
to sell their  shares on the same terms as the  securities  proposed  to be
registered by the Company.

         Section  2.03  Number  of  Piggy-back  Registrations.  Each of the
Selling  Stockholders  shall have the right to have shares of Common  Stock
included in two registrations pursuant to this Section II.

                                SECTION III

                            COMPANY OBLIGATIONS

         Whenever  required  under  Sections 1.01 or 2.01 to use reasonable
efforts to effect the registration of any Registrable


                                    -3-






Securities, the Company shall, as expeditiously as reasonably possible:

         (a) Prepare and file with the Commission a registration  statement
with respect to such Registrable  Securities and use all reasonable efforts
to cause  such  registration  statement  to become  and  remain  effective;
provided,  however,  that in  connection  with  any  proposed  registration
intended to permit an offering of any securities from time to time (i.e., a
so-called "shelf registration"), the Company shall in no event be obligated
to cause any such registration to remain effective for more than 90 days.

         (b)  Prepare  and file with the  Commission  such  amendments  and
supplements  to such  registration  statement  and the  prospectus  used in
connection with such  registration  statement as may be necessary to comply
with the  provisions  of the Act with  respect  to the  disposition  of all
securities covered by such registration statement.

         (c) Furnish to the Selling  Stockholders such numbers of copies of
a prospectus,  including a preliminary prospectus, and such other documents
as they may reasonably  request in order to facilitate  the  disposition of
Registrable Securities owned by them.

         (d) Use  all  reasonable  efforts  to  register  and  qualify  the
securities  covered  by  such  registration   statement  under  such  other
securities  or Blue Sky laws of such  jurisdictions  as shall be reasonably
appropriate  for  the  distribution  of  the  securities   covered  by  the
registration statement,  provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or
to file a general  consent to  service  of  process  in any such  states or
jurisdictions,  and further provided that (notwithstanding anything in this
Agreement to the  contrary  with respect to the bearing of expenses) if any
jurisdiction in which the securities  shall be qualified shall require that
expenses  incurred in connection with the  qualification of such securities
in that  jurisdiction  be  borne by the  selling  shareholders,  then  such
expenses  shall be payable by the  selling  shareholders  pro rata,  to the
extent required by such jurisdiction.

                                 SECTION IV

                            CONDITION PRECEDENT

         It  shall  be a  condition  precedent  to the  obligations  of the
Company to take any action  pursuant to Section III hereof that the Selling
Stockholders shall furnish to the Company such information  regarding them,
the Registrable Securities held by them, the intended method of disposition
of such securities and such other information as, in the reasonable opinion
of counsel for the  Company,  is  necessary  to enable the Company to cause
such registration statement to be properly prepared and filed in



                                    -4-






accordance with applicable laws and regulations and to obtain  acceleration
of the effective date thereof.

                                 SECTION V

                          EXPENSES OF REGISTRATION

         Section   5.01   Demand   Registration   Expenses.   The   Selling
Stockholders  shall  bear  all  expenses  incurred  in  connection  with  a
registration  pursuant to Section 1.01 including  without  limitation,  all
underwriters'   discounts,   commission  and  fees,  all  registration  and
qualification  fees,  printing,  legal  and  accounting  fees  and fees and
disbursements of counsel for the Company.  Each of the Selling Stockholders
shall bear such fees and  expenses pro rata in the same  proportion  as the
number of shares  registered  on its  behalf  bears to the total  number of
shares  registered.  The Company shall bear its internal  costs  associated
with the  Demand  Registration.  If  either  of the  Selling  Stockholders'
request  under  Section 1.01 is made at a time not within 45 days after the
end of the Company's fiscal year, such Selling  Stockholder  shall bear the
additional  costs and fees of the  Company's  auditors  resulting  from the
Company's   inability  to  use  year-end   financial   statements   in  the
registration  statement  initially  filed  pursuant to their  request;  and
provided,  further,  that the Selling  Stockholders  may withdraw a request
made within 45 days of the end of the fiscal year if the audited  financial
statements of the Company of such year and at such year-end  materially and
adversely differ from the information  previously  delivered to the Selling
Stockholders  at the  time  of  their  request  pursuant  to the  reporting
requirements  of this  Agreement,  in which event the Selling  Stockholders
shall not be required to pay any of the expenses and shall retain the right
to require the Company to register their Registrable Securities pursuant to
Section 1.01.

         Section 5.02 Piggy-back  Registration Expenses. In the case of any
registration  effected  pursuant to Section 2.01, the Selling  Stockholders
shall bear any additional  registration and qualification fees and expenses
(including  underwriters'  discounts and  commissions),  and any additional
costs and  disbursements  of counsel for the  Company  that result from the
inclusion  of  securities   held  by  the  Selling   Stockholders  in  such
registration, with such additional expenses of the registration being borne
by both  Selling  Stockholders  pro  rata on the  basis  of the  amount  of
securities  so  registered;  provided,  however,  that if any such costs of
expenses is  attributable  solely to one Selling  Stockholder  and does not
constitute a normal costs or expense of such a  registration,  such cost or
expense shall be allocated to that Selling Stockholder.  In addition,  each
Selling Stockholder shall bear the fees and costs of its own counsel.







                                    -5-






                                 SECTION VI
                              INDEMNIFICATION

         Section 6.01 Indemnification of Selling Stockholders.  Each of the
Selling  Stockholders  agree  to hold  harmless  the  Company,  each of its
directors,  each of its officers who signs any  registration  statement and
each person, if any, who controls the Company within the meaning of the Act
from  and  against  any  and  all  losses,  claims,  damages,  expenses  or
liabilities,  joint or  several,  to which  they or any of them may  become
subject  under  the Act or under  any other  statute  or at  common  law or
otherwise,  and,  except  and  hereinafter  provided,  will  reimburse  the
Company, each of its directors, each such officer and each such controlling
person, if any, for legal or other expenses  reasonably incurred by them or
any of them in  connection  with  investigating  or defending  any actions,
whether or not resulting in any liability,  insofar as such losses, claims,
damages, expenses,  liabilities,  or actions arise out of or are based upon
any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in such registration statement,  any prospectus contained therein
or any amendments or supplements  thereto  (hereinafter  referred to as the
"Registration  Statement"),  or  any  state  securities  laws  applications
(hereinafter  referred to as the "State Securities Laws Applications"),  or
arise out of or are based upon the  omission or alleged  ommission to state
therein a material fact required to be stated therein or necessary in order
to make the statements  therein not  misleading,  to the extent such untrue
statement  or omission  was made in such  Registration  Statement  or State
Securites Laws Applications in reliance upon and in conformity with written
information   furnished  to  the  Company  by  such   Selling   Stockholder
(including,  without limitation,  information  incorporated by reference by
such Selling Stockholder in such Registration Statement or State Securities
Laws Applications) specifically for use therein.

         Section  6.02  Indemnification  by the  Company.  The Company will
indemnify  and  hold  harmless  the  Selling  Stockholders,  each of  their
directors,  each of its officers who signs any  registration  statement and
each person, if any, who controls a Selling  Stockholder within the meaning
of the Act, from and against any and all losses, claims, damages,  expenses
or liabilities,  joint or several,  to which the Selling Stockholder or any
such person may become  subject under the Act or under any other statute or
at common law or  otherwise,  and,  except as  hereinafter  provided,  will
reimburse the Selling Stockholder and each such controlling person, if any,
for  legal  and  other  expenses   reasonably   incurred  by  such  Selling
Stockholder or any such controlling person in connection with investigating
or  defending  any  actions,  whether or not  resulting  in any  liability,
insofar at such losses, claims, damages,  expenses,  liabilities or actions
arise out of or are based  upon any  untrue  statement  or  alleged  untrue
statement of a material fact contained in the Registration Statement or the
State Securities Laws  Applications,  or arise out of or are based upon the
omission or alleged


                                    -6-






omission to state therein a material fact required to be stated  therein or
necessary in order to make the  statement  therein not  misleading,  to the
extent  such untrue  statement  or  omission  was made in the  Registration
Statement or the State Securities Laws Applications in reliance upon and in
conformity with information  furnished by the Company  (including,  without
limitation,  information  incorporated  by reference by the Company in such
Registration Statement or State Securities Laws Applications) in connection
therewith for use therein.

         6.03 Defense of Claims. If any action or claim shall be brought or
asserted against an indemnified party or parties (the "Indemnified  Party")
under this Section VI in respect of which  indemnity  may be sought from an
indemnifying party or parties (the "Indemnifying Party") under this Section
VI (a "Claim"), the Indemnified Party shall immediately give prompt written
notice of the Claim to the Indemnifying Party, who shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all expenses; except that any delay or
failure  to so  notify  the  Indemnifying  Party  shall  only  relieve  the
Indemnifying Party of their obligations hereunder to the extent, if at all,
that  they  are  prejudiced  by  reason  of  such  delay  or  failure.  The
Indemnified  Party  shall  have the right to employ  separate  counsel  and
participate in the defense of the Claim,  but the fees and expenses of such
counsel shall be at the expense of the Indemnified Party. In the event that
the Indemnifying Party, within a reasonable time after notice of the Claim,
fails to assume the defense thereof,  the Indemnified  Party shall have the
right to undertake  the defense,  compromise or settlement of the Claim for
the account of the  Indemnifying  Party at the expense of the  Indemnifying
Party;  subject,  however, to the right of the Indemnifying Party to assume
the  defense  of the Claim  with  counsel  reasonably  satisfactory  to the
Indemnified Party at any time prior to the settlement,  compromise or final
determination  thereof.   Anything  in  this  Section  6  to  the  contrary
notwithstanding,  the Indemnifying Party shall not, without the Indemnified
Party's prior written consent, settle or compromise any Claim or consent to
the entry of any judgment with respect to any Claim for anything other than
money  damages paid by the  indemnifying  Party that would have any adverse
affect on the Indemnified Party.

                                SECTION VII
                               MISCELLANEOUS

         7.01  Any  notice,   communication,   request,   reply  or  advice
(hereinafter  called a "notice") in this Agreement provided or permitted to
be given or made by any  party to  another  must be in  writing  and may be
given or served by  depositing  the same in the mail  postage  prepaid  and
registered or certified with return receipt requested, or by delivering the
same in person to the person or entity to be notified.  Notice deposited in
the mail in the manner hereinabove described shall be effective 48 hours

                                    -7-






after such  deposit,  and notice  delivered in person shall be effective at
the time of delivery.  For purposes of notice, the addresses of the parties
shall, until changed as hereinafter provided, be as follows:

                           (a)      If to the Company:

                                    Melamine Chemicals, Inc.
                                    Highway 18 West
                                    Donaldsonville, Louisiana 70346

                                    With a copy to:

                                    L. R. McMillan, II
                                    Jones, Walker, Waechter, Poitevent,
                                    Carrere & Denegre
                                    201 St. Charles Avenue, 51st Floor
                                    New Orleans, Louisiana 70170

or at such other address as the Company may have advised each of the Selling 
Stockholders in writing; and

                           (b)      If to Ashland

                                    Ashland Oil, Inc.
                                    P.O. Box 391
                                    Ashland, Kentucky 41114
                                      Attn: General Counsel

                                    With a copy to:

                                    Scotty B. Patrick
                                    Ashland Chemical Company
                                    5200 Blazer Pkwy.
                                    Dublin, Ohio 43017

or at such other address as Ashland may have advised the Company in writing.

                           (c)      If to First Mississippi

                                    First Mississippi Corporation
                                    700 North Street
                                    Jackson, Mississippi 39215-1249

                                    With a copy to:

                                    Alfred L. Price
                                    First Mississippi Corporation
                                    700 North Street
                                    Jackson, Mississippi 39215-1249

or at such other address as First Mississippi may have advised the Company in 
writing.



                                    -8-






         7.02 It is the  intention of the parties  hereto that the internal
laws of Louisiana  applicable to contracts made and to be performed  wholly
within  such  state  shall  govern  the  validity  of this  Agreement,  the
construction of its terms and the  interpretation  of the rights and duties
of the parties.

         7.03 Section and other  headings  contained in this  Agreement are
for  reference  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         7.04 The failure by the Company,  Ashland or First  Mississippi to
enforce  any of their  respective  rights  hereunder  shall not be deemed a
waiver of such  rights,  unless  such waiver is an express  written  waiver
which has been signed by the waiving party.  Waiver of any one breach shall
not be deemed  to be a waiver of any other  breach of the same or any other
provision hereof.

         7.05 This Agreement  shall not be assignable by any of the parties
hereto, except to an affiliated party, without the prior written consent of
the other party, and any attempted assignment without such consent shall be
null and void AB INITIO.  This Agreement shall be binding upon and inure to
the  benefit of the  parties  hereto and their  respective  successors  and
assigns.

         7.06 This  Agreement  constitutes  the  entire  understanding  and
agreement  among the  parties  hereto with  respect to the  subject  matter
hereof,  and  there  are  no  agreements,   understandings,   restrictions,
representations  or warranties among the parties other than those set forth
herein or herein  provided  for, all prior  agreements  and  understandings
being superseded hereby.

         7.07 This  Agreement  may be executed in one or more  counterparts
with the same effect as if all parties hereto had signed the same document.
All  counterparts  so  executed  and  delivered  shall be  deemed  to be an
original, shall be construed together and shall constitute one agreement.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  this
Agreement as of the date first above written.


                                            MELAMINE CHEMICALS, INC.



                                            By:    /s/  Roger E. Thomas
                                               ------------------------------
                                               Roger E. Thomas,
                                               President





                                    -9-





                                            ASHLAND OIL, INC.



                                            By:    /s/  Marvin Quin
                                                -----------------------------
                                                Marvin Quin, its Treasurer


                                            FIRST MISSISSIPPI CORPORATION



                                            By:
                                               ------------------------------
                                               -----------------. its
                                               -------------------------





                                    10-






                                            ASHLAND OIL, INC.



                                            By:   
                                                -----------------------------
                                                Marvin Quin, its Treasurer


                                            FIRST MISSISSIPPI CORPORATION



                                            By:   /s/  R. M. Summerford
                                               ------------------------------
                                               R. M. Summerford. its
                                               Vice President 




                                    10-


                                                            Exhibit 99.3


                    ASSIGNMENT AND ASSUMPTION AGREEMENT

         This  Assignment  and  Assumption  Agreement made and entered into
this 30th day of August 1989, by and between  Ashland Oil, Inc., a Kentucky
corporation,  1000 Ashland Drive, Russell, Kentucky ("Ashland") and Ashland
Chemical,  Inc., an Ohio  corporation,  5200 Blazer Parkway,  Dublin,  Ohio
("ACI").

                                WITNESSETH:
         WHEREAS, in connection with a public offering of stock of Melamine
Chemicals,  Inc.  ("Melamine"),   First  Mississippi  Corporation  ("FMC"),
Ashland and Melamine  entered into a Registration  Rights  Agreement  dated
August  7, 1987 (the  "Rights  Agreement")  concerning  any  future  public
offerings of Melamine's stock held by Ashland or FMC:
         WHEREAS,  Ashland  and  some  of its  subsidiaries  are  currently
engaged in a restructuring program which is intended,  INTER ALIA, to group
these subsidiaries by lines of business;
         WHEREAS,  as part of that  restructuring,  Ashland  has decided to
transfer its ownership in Melamine to ACI; and
         WHEREAS,  Ashland has transferred its 1,275,000 shares in Melamine
to ACI  and  in  connection  therewith  desires  to  transfer  its  rights,
privileges, duties and obligations under the Rights Agreement to ACI;
         NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and
promises  contained  herein and for other good and valuable  consideration,
the receipt and  sufficiency of which is hereby  acknowledged,  Ashland and
ACI agree as follows:
         1. Ashland hereby assigns and transfers to ACI, its successors and
assigns,  and  ACI  hereby  accepts,  any  and  all  of  Ashland's  rights,
privileges and interest in and to the Rights Agreement.
         2. Ashland hereby delegates to ACI and ACI hereby assumes, any and
all  duties,  obligations  and  liabilities  of  Ashland  under the  Rights
Agreement.
         IN WITNESS  WHEREOF,  the parties have hereunto set their hands on
the day and year first above written.

ATTEST:                                           ASHLAND OIL, INC.



/s/ T. Cody Wales                                /s/ Thomas L. Feazell
- -----------------------                          ----------------------
T. Cody Wales                                    Thomas L. Feazell
Assistant Secretary                              Administrative Vice President



ATTEST:                                          ASHLAND CHEMICAL, INC.



/s/ R. G. O'Brien                                /s/ Thomas L. Feazell
- -----------------------                          ----------------------
R. G. O'Brien                                    Thomas L. Feazell
Assistant Secretary                              Administrative Vice President