Exhibit 23.1.1








                 Consent of Independent Auditors



The Board of Directors of
Union Carbide Corporation



We consent to the incorporation by reference in this Registration 
Statement on Form S-3 of our reports included and incorporated by 
reference in the Annual Report on Form 10-K of Union Carbide 
Corporation for the year ended December 31, 1994.  Our reports 
refer to changes in accounting principles as described in Note 1 
to the consolidated financial statements.

We also consent to the reference to our Firm under the heading 
"Experts" in the Prospectus.








                                         KPMG PEAT MARWICK LLP



Stamford, Connecticut
June 29, 1995