Exhibit 10.19.3

                    THIRD AMENDMENT TO THE
                   UNION CARBIDE CORPORATION
                 SUPPLEMENTAL RETIREMENT INCOME PLAN



     The Union Carbide Corporation Supplemental Retirement Income 
Plan (the "Plan") is hereby amended as follows:
     1.   A new Section 5 is hereby added to Article IV of the 
Plan to read as follows:
          "Section 5.  Notwithstanding the provisions of Section
          1 of this Article IV, 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 
          this Section 5.  For eligible employees who make the
          election described in this Section 5, the provisions 
          of Sections 1, 2 and 3 of this Article IV shall not
          apply."

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


                               By: M.A. Kessinger