Exhibit 10.14.3

                   SECOND 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 first paragraph of Section 5.3 of the Plan is 
hereby amended by deleting the phrase ", but only to the extent 
permitted under Section 5.5" at the end thereof.
     2.     The second paragraph of Section 5.3 of the Plan is 
hereby amended to read as follows:
               "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, 
          (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, or
          (iv) if the Committee decides that it is in the best
          interest of the Corporation to permit individual
          exceptions.  An option may not be exercised pursuant to
          this paragraph after the expiration date of the option."

     3.     Section 5.5 of the Plan is hereby deleted, and Sections 
5.6 through 5.8 are hereby redesignated as Sections 5.5 through 
5.7, respectively.
     4.     Section 6.4 of the Plan is hereby amended by deleting 
the last sentence thereof.
     5.     Section 11.1(ii) of the Plan is hereby amended by 
substituting "20%" for "35%" whenever "35%" appears therein.


     6.     Section 11.7 of the Plan is hereby amended by deleting 
the last sentence thereof, and by substituting "20%" for "35%" 
whenever "35%" appears therein.
     7.     The amendments set forth herein shall be effective as 
of August 1, 1989.


Signed this 9th day of August, 1989.


                               UNION CARBIDE CORPORATION


                              By: M.A. Kessinger              



Attest: