Exhibit 10.17.2

                            FIRST AMENDMENT TO THE
                                 UNION CARBIDE
                         COMPENSATION DEFERRAL PROGRAM


            The Union Carbide Compensation Deferral Program (the "Plan") is 
hereby amended as follows:
            1.     The last sentence of Section 2.27 of the Plan is amended in 
its entirety to read as follows:

                            "The value of the Corporation's common stock 
                   for purposes of this Section 2.27 with respect to any 
                   relevant date of determination shall be determined in 
                   the same manner as provided in the Savings Program."

            2.     The provisions of this First Amendment shall be effective 
as of January 1, 1995.

                                          UNION CARBIDE CORPORATION



                                          By: /s/ M.A. Kessinger