Exhibit 10.14.2

                 FIRST AMENDMENT TO THE 1988
            UNION CARBIDE LONG-TERM INCENTIVE PLAN


     The 1988 Union Carbide Long-Term Incentive Plan (the "Plan") 
is hereby amended as follows:
     1.     The second paragraph of Section 5.3 of the Plan is 
hereby amended by substituting the following for the first 
sentence thereof:

               "An option is only exercisable by 
           a participant while the participant is 
           in active employment with the Corporation 
           except (i) in the case of a participant's 
           death or Retirement, (ii) during a 
           three-year period commencing on the date 
           of a participant's termination of employment 
           by the Corporation other than for cause, 
           but only to the extent permitted under 
           Section 5.5, (iii) during a three-year period
           commencing on the date of termination, 
           by the participant or the Corporation, of 
           employment after a change in Control of the
           Corporation unless such termination of 
           employment is for cause, but only to the 
           extent permitted under Section 5.5, or 
           (iv) if the Committee decides that it is 
           in the best interest of the Corporation 
           to permit individual exceptions."
     2.     Section 11.1 of the Plan is amended by adding the 
following at the end thereof:

                "Provided, however, that the Share 
            Exchange provided for in the Plan of 
            exchange with UCC Holdings, Inc., shall 
            not be considered a Change of Control 
            for the purposes of this Plan."


     3.     The amendments set forth herein shall be effective as 
of June 1 1989.

Signed this 9th day of August, 1989.



                                 UNION CARBIDE CORPORATION



                                 By: M.A. Kessinger              



Attest: