Exhibit 10.24.3

                         FIRST AMENDMENT
                 TO THE UNION CARBIDE CORPORATION
                     BENEFITS PROTECTION TRUST


     The Union Carbide Corporation Benefits Protections Trust 
(the "Trust") is hereby amended as follows:
     1.     Schedule 1 of the Trust is amended by adding the 
following sentences at the end thereof:
          "7.     The Union Carbide Corporation Compensation
                  Deferral Program (hereinafter, together with
                  all amendments thereto from time to time in
                  effect, referred to as the "Compensation
                  Deferral Program").

           8.     The Union Carbide Corporation Excess Long 
                  Term Disability Plan (hereinafter, together
                  with all amendments thereto from time to time
                  in effect, referred to as the "Excess LTD
                  Plan")."

     2.     Schedule 2 of the Trust is amended by adding the 
following sentences at the end thereof:
          "7.     Compensation Deferral Program.

           8.     Excess LTD Plan."

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


                                    By: M.A. Kessinger           


                                    CHEMICAL BANK


                                    By: Geoffrey Tripp