Exhibit 10.54(a)

                                    AMENDMENT
                         TO THE UCAR INTERNATIONAL INC.
                           1995 EQUITY INCENTIVE PLAN
                           --------------------------





          The UCAR International Inc. 1995 Equity Incentive Plan (the "Plan") is

hereby amended as follows: 

          1. Effective May 7, 1996, the definition of "Committee" in the Plan is

amended to read as follows:

          "   "Committee"   means   the   Organization   and
          Compensation  Committee  of the Board  which shall
          administer  the Plan  pursuant to Section 4. Where
          appropriate,  references  to the  Committee  shall
          include also the Chief Executive Officer of UCAR."




Dated:  July 29, 1996                           UCAR INTERNATIONAL INC.




                                                By: /s/ Peter B. Mancino
                                                    --------------------


                                                                            E-18