Exhibit 23.2








                 Consent of Independent Accountants








We hereby consent to the incorporation by reference in this 
Post-Effective Amendment No. 1 to Registration Statement on 
Form S-8 (No. 33-48788) of our report dated January 26, 1994 
relating to the consolidated financial statements of UOP and its 
subsidiaries, which appears on page 17 of Union Carbide 
Corporation's Annual Report on Form 10-K for the year ended 
December 31, 1993.





Price Waterhouse



Chicago, Illinois
April 28, 1994