Exhibit 10.18.2


                        AMENDMENT TO THE
                    EQUALIZATION BENEFIT PLAN
                     FOR PARTICIPANTS OF THE
                    RETIREMENT PROGRAM PLAN FOR
                EMPLOYEES OF UNION CARBIDE CORPORATION
                            AND ITS
                  PARTICIPATING SUBSIDIARY COMPANIES  




     The Equalization Benefit Plan for Participants of the 
Retirement Program Plan for Employees of Union Carbide 
Corporation and its Participating Subsidiary Companies (the 
"Plan") is hereby amended as follows:
     1.   The following is added after the first sentence in the 
first paragraph of Article II of the Plan:
                    "Notwithstanding the preceding sentence, for
           employees retiring after January 1, 1994, such
           employees may elect, in the calendar year in which the
           last amounts included in average monthly compensation
           are determined, that their payments under the Plan
           shall be made either (i) in a lump sum as of January 1
           of the calendar year following such election, or (ii)
           in substantially equal installments over a period of
           at least 2 but not more than 5 years commencing as of
           that date.  The lump sum payment or installment
           payments described in the preceding sentence shall be
           calculated using (A) a discount rate equal to the
           average of 10 and 20 year Aaa municipal bonds as
           published by Moody's or a similar rating service for
           the third month prior to the month payments commence,
           and (B) a mortality table determined by the
           administrative committee for the Plan.  The
           administrative committee shall determine the
           procedures for such elections and the time and method
           of payment for payments in accordance with the
           preceding two sentences."

     2.     The amendment set forth herein shall be effective as 
of January 1, 1994.

                             UNION CARBIDE CORPORATION

                             By: M.A. Kessinger