Exhibit 10.15.2

                 SECOND AMENDMENT TO THE 1994
             UNION CARBIDE LONG-TERM INCENTIVE PLAN


     The 1994 Union Carbide Long-Term Incentive Plan (the "Plan") 
is hereby amended as follows:
     1.     Section 6.4 of the Plan is amended in its entirety to 
read as follows:
"     6.4:     An option may be exercised 
with respect to part or all of the shares 
subject to the option by giving written 
notice to the Corporation of the exercise of 
the option.  The option price for the shares 
for which an option is exercised shall be 
paid on or within ten business days after the 
date of exercise.  The terms of the stock 
option may provide that the option price may 
be paid (i) in cash, (ii) in whole shares of 
common stock of the Corporation owned by the 
Participant prior to exercising the option, 
(iii) by having the Corporation withhold a 
number of shares from the exercise, equal in 
value to the option price, or (iv) in a 
combination of cash and delivery of shares, 
or cash and withholding of shares of common 
stock.  The value of any share of common 
stock delivered or withheld in payment of the 
option price shall be its Market Price on the 
date the option is exercised."


     2.     A new Section 6.7 is added to the Plan to read as 
follows:
"     6.7:     In order to enable the 
Corporation to meet any applicable federal, 
state or local withholding tax requirements 
arising as a result of the exercise of a 
stock option, a Participant shall pay the 
Corporation the amount of tax to be withheld 
or may elect to satisfy such obligation by 
having the Corporation withhold shares that 
otherwise would be delivered to the 
Participant pursuant to the exercise of the 
option for which the tax is being withheld, 
by delivering to the Corporation other shares 
of common stock of the Corporation owned by 
the Participant prior to exercising the 
option, or by making a payment to the 
Corporation consisting of a combination of 
cash and such shares of common stock.  Such 
an election shall be subject to the 
following:  (a) the election shall be made in 
such manner as may be prescribed by the 
Committee and the Committee shall have the 
right, in its discretion, to disapprove such 
election; and (b) the election shall be made 
prior to the date to be used to determine the 
tax to be withheld and shall be irrevocable.  
The value of any share of common stock to be 
withheld by the Corporation or delivered to 
the Corporation pursuant to this Section 6.7 
shall be the Market Price on the date to be 
used to determine the amount of tax to be 
withheld."


     3.     Section 9.1 of the Plan is amended to add the 
following paragraph at the end thereof:
"     Alternatively, the terms of the stock 
or Restricted Stock grant may allow for the 
Participant to satisfy tax withholding 
obligations by  delivering whole shares of
common stock of the Corporation to the Corporation
or; the value of any shares of 
common stock delivered in payment of tax 
withholding obligations shall be its Market 
Price on the date to be used to determine the 
amount of income tax to be paid."


     4.     The amendments set forth herein shall be effective as 
of October  1, 1997.

Signed this 1st day of October, 1997.

                            UNION CARBIDE CORPORATION



                            By: /s/ M.A. Kessinger