Exhibit 10.14.2

                     FIRST AMENDMENT TO THE
                   UNION CARBIDE CORPORATION
            NON-EMPLOYEE DIRECTORS' RETIREMENT PLAN



     The Union Carbide Corporation Non-Employee Directors' 
Retirement Plan (the "Plan") is hereby amended as follows:
     1.   Section 4 of the Plan is hereby amended by adding the 
following sentence at the end thereof:
"Effective February 1, 1997, each individual 
who thereafter becomes a Non-Employee 
Director of the Corporation shall no longer 
be eligible to be a Participant in this 
Plan."

     2.     Section 5.2 of the Plan is hereby amended by adding 
the following sentence at the end thereof:
"Notwithstanding the foregoing, effective 
February 1, 1997, a Participant shall no 
longer accrue any additional benefits under 
this Plan."

     3.     Section 5.5 of the Plan is hereby amended by adding 
the following sentence at the end thereof:
"Notwithstanding the foregoing, effective May 
1, 1997, the net present value of the Annual 
Basic Benefit of each Participant which would 
otherwise be payable under the terms of the 
Plan will be automatically rolled over to the 
Union Carbide Corporation Non Employee 
Directors' Compensation Deferral Plan."

     4.   Section 7 of the Plan is hereby amended by adding the 
following sentence at the end thereof:
"Effective February 1, 1997, the Plan is 
terminated."

     5.     The amendments set forth in paragraphs 1, 2 and 4 of 
this First Amendment shall be effective as of February 1, 1997.
     6.     The amendment set forth in paragraph 3 of this First 
Amendment shall be effective as of May 1, 1997.

               UNION CARBIDE CORPORATION

               By: /s/ M.A. Kessinger