EXHIBIT 23.2





                CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 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
May 5, 1994