Exhibit 10.5.2


               AMENDMENT TO THE 1984 UNION CARBIDE
                   CASH BONUS DEFERRAL PROGRAM


     The 1984 Union Carbide Cash Bonus Deferral Program (the 
"Plan") is hereby amended as follows:

     1.     The following paragraph is to be added to Section 
8 of the Plan:

     "8.10.  At any time prior to the Date of 
Deferral for a Service Year under the 
Program, the Committee shall have the right 
in its sole discretion to determine that no 
bonus awards for that Service Year shall be 
deferred in payment, and such determination 
shall be applicable to all Eligible Employees 
designated by the Committee whether or not 
such Eligible Employees have theretofore 
elected to defer payment of any part of all 
of any bonus award for that Service Year."

     2.     The amendment contained herein shall be effective as 
of January 1, 1986.

                              UNION CARBIDE CORPORATION


                              By:/s/ R.V. Welty
                                 Vice President                           


ATTEST:/s/ J. Macdonald
       ASSISTANT SECRETARY