Exhibit 10.2.3

                   RESOLUTIONS ADOPTED BY THE
                      BOARD OF DIRECTORS OF
                  UNION CARBIDE CORPORATION ON
               APRIL 17, 1986, WITH RESPECT TO THE
              1984 UNION CARBIDE STOCK OPTION PLAN


     RESOLVED, that, in accordance with Section 6.6 of the 1979 
Union Carbide Incentive Compensation Plan and Section 5.6 of the 
1984 Union Carbide Stock Option Plan (the "Plans"), and in view 
of circumstances which have developed since the adjustments 
authorized by the Board at its January 22, 1986 meeting to the 
option prices of all outstanding stock options, stock 
appreciation rights ("SARs") and exercise payments ("EPs") 
because of the special distribution upon the sale of the consumer 
products business ("Special Distribution"), the following 
equitable adjustments be made in the prices per share applicable 
to outstanding stock options, SARs and EPs:

     (a)     Effective on the date the 
estimated amount of the Special Distribution 
is announced by the Corporation, the option 
prices presently in effect for the then 
outstanding stock options and for purposes of 
SARs and EPs shall be readjusted in 
accordance with the resolutions adopted by 
the Board on January 22, 1986 using the 
estimated amount of the Special Distribution 
as announced by the Board rather than the ten 
day trading average of the Special 
Distribution Rights.  The option prices 
adjusted under this paragraph shall continue 
in effect until further adjusted under 
paragraph (b) below or in accordance with the 
resolutions adopted by the Board on January 
22, 1986 at the time the actual amount of the 
Special Distribution is announced by the 
Corporation.

     (b)     If any circumstances hereafter 
become known or develop which, in the 
judgment of the Board of Directors, cause any 
adjustment in the option prices to be not 
equitable to a significant extent, the Board 
shall have the right to make such further 
adjustments in such amounts and at such 
times, as the Board in its judgment 
determines are necessary to achieve equity.