Exhibit 10.17.3

                            THIRD AMENDMENT TO THE
                                 UNION CARBIDE
                         COMPENSATION DEFERRAL PROGRAM


            The Union Carbide Compensation Deferral Program (the "Plan") is 
hereby amended as follows:
            1.     Section 6.4: of the Plan is hereby amended in its entirety 
to read as follows:
                   "6.4:         Payment Medium.  All payments under this 
Program with respect to amounts which (i) at the time of such 
payment were accruing at the Fixed Income Rate, or an Applicable 
Equity Investment Fund Rate, or (ii) at the time of such payment, 
if such payment is made before December 31, 1996, were accruing at 
either the UCC Stock Value Rate or the UCC Discounted Stock Value 
Rate, shall be made in U.S. dollars.  Effective for any payments 
made to a Participant who is or has been an executive officer 
within the meaning of the Exchange Act on or after December 31, 
1996, with respect to amounts which were accruing under either the 
UCC Stock Value Rate or the UCC Discounted Stock Value Rate, such 
payment shall be made in shares of common stock of the 
Corporation."

            2.     Section 6.5 of the Plan is hereby amended in its entirety 
to read as follows:
                   "6.5:   Reduction of Payments; Share Withholding.  (a)  All 
payments under this Program shall be reduced by any and all 
amounts that the Corporation is required to withhold pursuant to 
applicable law.

                   (b)   In order to enable the Corporation to meet any 
applicable federal, state or local tax withholding requirements, a 
Participant (or Beneficiary) who is receiving payment in shares of 
common stock of the Corporation, may elect to have the Corporation 
withhold shares that would otherwise be delivered to such 
Participant, or by delivering to the Corporation other shares of 
common stock of the Corporation owned by the Participant.  The 
value of any such shares of common stock to be withheld by the 
Corporation, or so delivered to the Corporation, shall be the mean 
of the high and low prices of the common stock of the Corporation 
as reported in the New York Stock Exchange - Composite 
Transactions on the date of payment."


            3.    The provisions of this Third Amendment shall be effective as 
of December 31, 1996.

            As hereby amended, the Union Carbide Compensation Deferral Program 
shall continue in full force and effect.

                                          UNION CARBIDE CORPORATION



                                          By: /s/ M.A. Kessinger