Exhibit 10.3.2

                   FIRST AMENDMENT TO THE 1983
               UNION CARBIDE BONUS DEFERRAL PROGRAM


     The 1983 Union Carbide Bonus Deferral Program is hereby 
amended as follows:

     1.  Section 2.7 is amended to read as follows:

""Retirement Date" means the earliest date on which a 
Participant could have retired with the right to receive 
immediately a pension under the Corporation's Retirement 
Program."

    2.  The first sentence of Section 6.1 is amended to read 
as follows:

"A Participant, who remains an Employee at least until (i) 
the Participant's Retirement Date or (ii) the date of the 
Participant's termination of employment by the Corporation 
without cause, shall be entitled to 15 annual Normal 
Payments, commencing within 120 days following the latest 
of:

(a)     the date of actual retirement or termination of
        employment by the Corporation without cause,
(b)     the Participant's 65th birthday, or
(c)     ten years following the Date of Deferral."

3.  The first sentence of Section 6.2 is amended to read as
    follows:

"In lieu of the Normal Payments provided by Section 6.1, a 
Participant, who remains an Employee at least until (i) the 
Participant's Retirement Date or (ii) the date of the 
Participant's termination of employment by the Company 
without cause, and who irrevocably so elects at the time the 
election to participate is made, shall be entitled to 15 
annual Alternate Payments, commencing within 120 days 
following the latest of:

(a)     the date of actual retirement or termination of
        employment by the Corporation without cause,
(b)     the Participant's 62nd birthday, or
(c)     seven years following the Date of Deferral."


4.  Section 6.7 is amended in its entirety to read as 
follows:

     "6.7  Payment upon Termination of Employment.  A 
Participant whose employment by the Corporation terminates, 
for any reason other than (a) retirement on or after the 
Participant's Retirement Date, (b) death, (c) Disability, 
(d) termination by the Corporation without cause, or (e) a 
reason approved by the Committee, shall receive, within 120 
days following the effective date of termination of 
employment, a lump sum payment, in lieu of any other payment 
under the Program, equal to the amount of bonus award 
deferred, plus interest thereon from April 1, 1984 to the 
date of payment at the rate of six per cent per year, 
compounded annually.

5.  Section 6.9(D)(i) is amended to read as follows:

     "A Participant has retired on or after the 
Participant's Retirement Date, or has been terminated from 
employment by the Corporation without cause, but the annual 
payments provided for by Section 6.1 or 6.2 have not all 
been made,"

     The amendments set forth herein shall be effective as 
of January 1, 1992 and shall apply to those Participants who 
retire or terminate employment on or after such date.

     Signed this 6th day of May, 1992.



                              UNION CARBIDE CORPORATION


                              By:/s/ M.A. Kessinger