EXHIBIT 23.2




               CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of our report dated 
January 26, 1994 relating to the consolidated financial 
statements of UOP and its subsidiaries, which appears 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 Union Carbide Corporation's Annual Report on Form 10-K for the 
year ended December 31, 1994.




Price Waterhouse LLP


Chicago, Illinois
April 24, 1995



























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