Exhibit 10.11.2

                     FIRST AMENDMENT TO THE 
                   UNION CARBIDE CORPORATION
              BENEFITS PROTECTION TRUST AGREEMENT


     The Union Carbide Corporation Benefits Protection Trust 
(Amended and Restated Effective August 29, 1997) (the "Trust") 
between Union Carbide Corporation and State Street Bank and Trust 
Company, as Trustee, is hereby amended as follows:
     1.     Paragraphs (a)(14) and (a)(15) of Article SECOND are 
hereby renumbered to be paragraphs (a)(15) and (a)(16) of Article 
SECOND.
     2.     A new paragraph (a)(14) of Article SECOND is created 
to read as follows:
          "(14)  such cash or other property acceptable 
to the Trustee as shall be paid or delivered 
to the Trustee from time to time as 
contributions under the 1997 Union Carbide 
Corporation EPS Incentive Plan, together with 
the earnings, income, additions and 
appreciation thereon and thereto (all of 
which is hereinafter called the "EPS Plan 
Account");"
     3.     Paragraph (c) of Article SECOND is amended by 
inserting the words, "EPS Plan Account" after "Retiree Medical 
Program Account" and before "and such other Account(s)...."
     4.     Paragraphs (d)(13) (which should have been numbered 
(d)(14) in the original Trust), (d)(14) and (d)(15) of Article 
SECOND are hereby renumbered to be paragraphs (d)(15), (d)(16) 
and (d)(17) of Article SECOND.
     5.     A new paragraph (d)(14) of Article SECOND is created 
to read as follows:
          "The assets of the EPS Plan Account shall be 
used to discharge the obligation of the 1997 
Union Carbide Corporation EPS Incentive 
Plan."
     6.     Paragraph 15(d) of Article FIFTEENTH is amended by 
inserting the words, "1997 Union Carbide Corporation EPS 
Incentive Plan" after "Retiree Medical Program" and before "the 
Key International Management Plan...."
     7.    Schedule 1 to the Trust is hereby amended by inserting 
the following at the end thereof:
           "14.  1997 Union Carbide Corporation EPS 
Incentive Plan (hereinafter, together with 
all amendments thereto from time to time in 
effect, referred to as the "EPS Plan')." 
     8.     Schedule 2 to the Trust is hereby amended 
by inserting the following at the end 
thereof:
          "14.  The EPS Plan." 
     9.    The provisions of this First Amendment shall be 
effective as of November 1, 1997


                          UNION CARBIDE CORPORATION


                          By: /s/ M.A. Kessinger
                          Title: Vice President, Human Resources
                          Date: December 31, 1997
                          STATE STREET BANK AND TRUST
                          COMPANY, AS TRUSTEE


                          By:    /s/ K. Driscoll
                          Title: Vice President
                          Date:  February 2, 1998