Exhibit 23.1.1








                 Consent of Independent Auditors



The Board of Directors
Union Carbide Corporation



We consent to the incorporation by reference in this Amendment 
No. 3 to the Registration Statement on Form S-3 (No. 33-60705) 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
October 10, 1995