Exhibit 10.18.3

                        FOURTH AMENDMENT TO THE
                       UNION CARBIDE CORPORATION
                  SUPPLEMENTAL RETIREMENT INCOME PLAN



     The Union Carbide Corporation Supplemental Retirement Income 
Plan (the "Plan") is hereby amended as follows:
     1.   The third sentence of the General Section of the Plan 
is hereby amended in its entirety as follows: 
"Specifically, the purpose of this plan is to 
provide a retirement benefit, determined 
without regard to Code Section 415 or Code 
Section 401(a)(17), equal to the excess of 
the retirement benefit which would be 
provided by (1) the Retirement Program Plan 
if (a) average monthly compensation included 
(i) deferred cash bonuses awarded under 
designated incentive compensation plans and 
(ii) base salary deferred under the 
Compensation Deferral Program, and (b) all 
cash bonuses, whether deferred or not, were 
averaged separately from base compensation, 
and (2) the Equalization Benefit Plan, over 
the retirement benefit actually provided by 
the Retirement Program Plan and the 
Equalization Benefit Plan."

     2.   A new Section 3(e) is hereby added to Article II of the 
Plan to read as follows:
"(e)  For purposes of the calculation under 
subpart (c) of this Section 3, "base salary" 
shall include any base salary deferred by an 
employee pursuant to the terms of the Union 
Carbide Compensation Deferral Program, or any 
successor plan, in the calendar year in which 
it would otherwise have been paid."

     3.     The amendment set forth herein shall be effective as 
of January 1, 1995.
                              UNION CARBIDE CORPORATION

                              By: