EXHIBIT 10.21.2

                                               September 24, 1993


R. Van Mynen
P2-607

       Re:  Amendment of Severance Compensation Agreement

Dear Ron:

     Pursuant to paragraph 12 of Severance Compensation Agreement 
("Agreement") between you and Union Carbide Corporation 
("Corporation"), dated as of July 21, 1992, the Corporation and 
you now agree to amend the Agreement as follows:

     1.   The Agreement is amended by adding the following
          sentence at the end of Paragraph 4:

          "Notwithstanding the foregoing, the Corporation may
          terminate this Agreement at any time by giving you
          at least five (5) days prior written notice, provided a
          change in control has not occurred as of the date
          notice of termination is given."

     This amendment to the Agreement shall be effective as of the 
date of this letter and as hereby amended the Agreement shall 
continue in full force and effect.

     If this letter sets forth our Agreement on the subject matter 
discussed above, kindly sign and return the enclosed copy to the 
Corporation.  If you fail to sign and return this letter by 
September 30, 1993, this letter shall constitute notice pursuant 
to Paragraph 4 of the Agreement that the Corporation does not wish 
to extend the Agreement beyond January 1, 1994.

                                    Sincerely,

                                    UNION CARBIDE CORPORATION


                                    By:     M.A. Kessinger

                                    Title:  Vice President,
                                            Human Resources

Agreed and accepted this
28th day of September, 1993


R. Van Mynen