EXHIBIT 23.2







CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the 
Prospectuses constituting part of the Registration Statements on 
Form S-3 (Nos. 33-26185, 33-55560 and 33-63412) and the 
Registration Statements on Form S-8 (File Nos. 2-90419, 33-22125, 
33-38714 and 33-53573) of Union Carbide Corporation of our report 
dated January 24, 1994 relating to the consolidated financial 
statements of UOP and its subsidiaries appearing on page 17 of 
Union Carbide Corporation's Annual Report on Form 10-K for the 
year ended December 31, 1993, which is incorporated by reference 
in this Annual Report on Form 10-K.


PRICE WATERHOUSE LLP


Chicago, Illinois
March 6, 1995