EXHIBIT 23.1.2




               CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the 
Prospectus constituting part of this Registration Statement on 
Form S-3 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.  
We also consent to the reference to us under the heading 
"Experts" in such Prospectus.






Price Waterhouse LLP


Chicago, Illinois
June 27, 1995