Exhibit 10.4.3

                   FIRST AMENDMENT TO THE 1984

            UNION CARBIDE CASH BONUS DEFERRAL PROGRAM


     The 1984 Union Carbide Cash Bonus Deferral Program is hereby 
amended as follows:

     1.  Section 2.8 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 for 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 Corporation 
without cause, and who irrevocably so elects at the time the 
applicable 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 hereby 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, (e) the 
reason set forth in the next sentence, or (f) 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 or awards 
deferred, plus interest thereon from the April 1 following 
the applicable Service Year or Service Years to the date of 
payment at the rate of six per cent per year, compounded 
annually.  A Participant whose employment is terminated by 
the Corporation for willful failure to perform the normal 
duties of employment, or for an act of dishonesty in 
connection with such Participant's employment, 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 or awards deferred." 

     5.  Section 6.9(i) is hereby amended to read:

     "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                  
                                  Vice President