Exhibit 10.19.2

                   FIRST AMENDMENT TO THE 1997
             UNION CARBIDE LONG-TERM INCENTIVE PLAN


          The 1997 Union Carbide Long-Term Incentive Plan (the 
"Plan") is hereby amended as follows:
          
          1.      A new Section 8.3 is added to the Plan to read 
as follows:
     "8.3:    A grant of Restricted Stock 
pursuant to this Section 8 shall be subject 
to a minimum vesting period of at least three 
(3) years, or such longer period as the 
Committee may, in its sole discretion, 
determine; provided, however, that the 
Committee may grant up to three hundred 
thousand (300,000) shares of Restricted Stock 
with a vesting period of less than three (3) 
years.  In the event that a Participant 
terminates employment with the Corporation 
prior to the date that the Restricted Stock 
satisfies a vesting period, such Restricted 
Stock shall be forfeited except (i) in the 
case of the Participant's death, disability 
or Retirement, (ii) in the case of a 
Participant's termination of employment by 
the Corporation other than for cause, (iii) 
in the case of a Change in Control of the 
Corporation, or (iv) if the Committee 
determines it is in the best interests of the 
Corporation to permit individual exceptions."

          2.     The amendment set forth herein shall be 
effective as of April 23, 1997.



                                   UNION CARBIDE CORPORATION


                                   By: /s/ M.A. Kessinger