Exhibit 23.1.1




                      Consent of Independent Auditors



The Board of Directors of
Union Carbide Corporation



We consent to the incorporation by reference in this Registration Statement 
on Form S-3 of our reports included and incorporated by reference in the 
Annual Report on Form 10-K of Union Carbide Corporation for the year ended 
December 31, 1995.  Our reports refer to changes in accounting principles 
as described in Note 1 to the consolidated financial statements.

We also consent to the reference to our Firm under the heading "Experts" in 
the Prospectus.





                                       /s/ KPMG Peat Marwick LLP
                                       KPMG PEAT MARWICK LLP



Stamford, Connecticut
December 5, 1996