As filed with the Securities Exchange Commission on October 22, 1997

                                            Registration No. 333-

--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------


                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           Union Carbide Corporation
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


              New York                                    13-1421730
---------------------------------------        ---------------------------------
   (State or other jurisdiction of             (IRS Employer Identification No.)
    incorporation or organization)         

                39 Old Ridgebury Road, Danbury, CT  06817-0001
               ------------------------------------------------
                   (Address of principal executive offices)

                    1997 Stock Option Plan for Non-Employee
                    Directors of Union Carbide Corporation
               ------------------------------------------------
                           (Full title of the plan)

                            Joseph E. Geoghan, Esq.
                 Vice President, General Counsel and Secretary
                           Union Carbide Corporation
                            39 Old Ridgebury Road,
                            Danbury, CT  06817-0001
               ------------------------------------------------
                    (Name and address of agent for service)

                                (203) 794-2000
               ------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
============================================================================================================================
<S>                        <C>              <C>                             <C>                             <C>
Title of securities to     Amount to be     Proposed maximum                Proposed maximum                Amount of
be registered              registered       offering price per share(1)     aggregate offering price(1)     registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock,              200,000 shares    $47.156                        $9,431,200                      $2,858.00
$1.00 par value
============================================================================================================================
</TABLE>

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with  Rule  457(c)  and (h)  under the  Securities  Act of 1933,  as
amended,  on the basis of the average of the high and low prices reported in the
consolidated reporting system on October 15, 1997.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

            The document(s)  containing the  information  specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will be sent
or given  to  participants  in the  1997  Stock  Option  Plan  for  Non-Employee
Directors  of  Union   Carbide   Corporation   (the  "Plan")  of  Union  Carbide
Corporation,  a New York  corporation  (the  "Company"),  as  specified  in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Such  document(s) are not being filed with the Commission but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant to Item 3 of Part II hereof),  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  have been filed by the  Company  with the
Commission  and are  hereby  incorporated  by  reference  in  this  Registration
Statement:

            (a) The  Company's  Annual  Report on Form  10-K for the year  ended
December 31, 1996, which includes a description of the Company's Common Stock.

            (b) The  description  of the Company's  Common  Stock,  which is set
forth in the Restated Certificate of Incorporation of the Registrant, as amended
and which is also  incorporated by reference in Exhibit 3.1 to the Annual Report
of the Registrant on Form 10-K for the year ended December 31, 1994.

            (c)  All  documents  subsequently  filed  by the  Company  with  the
Commission  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Sections 721 through 726 of the New York  Business  Corporation  Law
provide for indemnification of directors and officers.  If a director or officer
is  successful  on the merits or  otherwise  in a legal  proceeding,  he must be
indemnified  to  the  extent  he was  successful.  Further,  indemnification  is
permitted in both third-party and derivative suits if he acted in good faith and
for a purpose he  reasonably  believed was in the best  interest of the Company,
and if, in the case of a  criminal  proceeding,  he had no  reasonable  cause to
believe his conduct was unlawful.

            Indemnification  under this provision  applies to judgments,  fines,
amounts paid in settlement and reasonable  expenses,  in the case of third party
actions, and amounts paid in settlement and reasonable expenses,  in the case of
derivative actions. In a derivative action,

                                     II-1

<PAGE>


however, a director or officer may not be indemnified for amounts paid to settle
such a suit or for any claim, issue or matter as to which such person shall have
been adjudged liable to the Company absent a court determination that the person
is fairly and reasonably entitled to indemnity.

            Notwithstanding    the   failure   of   the   Company   to   provide
indemnification   and  despite  any   contrary   resolution   of  the  board  or
shareholders,  indemnification  shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.

            Under New York law,  expenses  may be  advanced  upon  receipt of an
undertaking  by or on behalf of the  director or officer to repay the amounts in
the  event  the   recipient   is   ultimately   found  not  to  be  entitled  to
indemnification. The advance is conditioned only upon receipt of the undertaking
and not upon a finding  that the  officer  or  director  has met the  applicable
indemnity standards.

            Article V of the Company's  By-Laws requires it to indemnify each of
its past,  present and future  directors,  officers and employees to the fullest
extent  permitted  by law for any and all costs and expenses  resulting  from or
relating to any suit or claim  arising out of service to the Company or to other
organizations at the Company's request.

            The Company has entered into indemnity  agreements  with each of its
directors  and  officers  which  require the  Company,  among other  things,  to
indemnify  each  director  or officer  for all costs and  expenses  of suits and
claims (to the fullest extent permitted by law), and to advance to each director
or  officer  the  costs  and  expenses  of  defending  any suit or claim if such
director or officer  undertakes to pay back such advances to the extent required
by law. These provisions do not apply to any suit or claim voluntarily commenced
by the director or officer  against the Company,  unless the institution of such
proceeding  was approved by a majority of the Board of Directors or the director
or officer is successful on the merits in such proceeding.

            Section  402 of the New York  Business  Corporation  Law permits the
Company to include in its certificate of  incorporation  provisions  eliminating
the personal  liability of directors to the Company or its  shareholders for any
breach of duty in such capacity unless a judgment or final adjudication  adverse
to the  director  that  his acts or  omissions  were in bad  faith  or  involved
intentional  misconduct  or a  knowing  violation  of law or that he  personally
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled or his acts violated  Section 719 of the New York Business  Corporation
Law.  The  certificate  of  incorporation  of the  Company  contains a provision
eliminating  the  personal  liability  of its  directors  to the Company and its
shareholders except to the extent such liability may not be eliminated by law.

            The Company carries directors' and officers'  insurance which covers
its  directors  and officers  against  certain  liabilities  they may incur when
acting in their capacity as directors or officers of the Company.


                                     II-2

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.  EXHIBITS.


EXHIBIT
NUMBER                       DESCRIPTION

   4.1      1997 Stock Option Plan for  Non-Employee  Directors of Union Carbide
            Corporation   (incorporated  by  reference  to  Registrant's   Proxy
            Statement dated March 12, 1997,  filed in connection with its Annual
            Meeting of Shareholders held on April 23, 1997)

   4.2      Restated Certificate of Incorporation of the Registrant,  as amended
            (incorporated  by reference  to Exhibit 3.1 to the Annual  Report of
            the Registrant on Form 10-K for the year ended December 31, 1994)

   5        Opinion of Kelley Drye & Warren LLP,  Counsel to Company,  as to the
            legality  of the shares  being  registered  under this  Registration
            Statement

23.1        Consent of KPMG Peat Marwick LLP, Independent Auditors

23.2        Consent of Kelley Drye & Warren LLP (included in opinion filed
            as Exhibit 5)

24          Powers of Attorney of Directors and Certain Officers of the
            Company (included on the signature pages hereof)


                                     II-3

<PAGE>


ITEM 9.  UNDERTAKINGS.

            THE UNDERSIGNED COMPANY HEREBY UNDERTAKES:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective  amendment to this Registration Statement: (i) to include
any  prospectus  required by Section  10(a)(3) of the  Securities  Act;  (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  Registration  Statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration  Statement;  provided however that subparagraphs
(i) and (ii) do not  apply  if the  information  required  to be  included  in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 ("1934 Act") that are  incorporated by reference in the Registration
Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (4) That,  for the purposes of determining  any liability  under the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act), that it
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (5) Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing  provisions described in Item 6 of this
Registration Statement,  or otherwise,  the Company has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling


                                     II-4

<PAGE>


precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                     II-5

<PAGE>



                                  SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Danbury,  State of  Connecticut  on this 24th day of
September, 1997.

                                    UNION CARBIDE CORPORATION


                                    By: JOHN K. WULFF
                                        ---------------------------------------
                                        John K. Wulff
                                        Vice President, Chief Financial Officer
                                        and Controller
                                        (Principal Financial and Accounting
                                        Officer)


                               POWER OF ATTORNEY

            We,  the  undersigned   officers  and  directors  of  Union  Carbide
Corporation,  hereby severally  constitute and appoint William M. Joyce and John
K. Wulff, and each of them singly, our true and lawful attorney, with full power
to them, to sign for us in our names in the  capacities  indicated  below,  this
registration  statement  and  any  and  all  post-effective  amendments  to this
Registration  Statement,  and  generally to do all things in our name and on our
behalf in such capacities to enable Union Carbide Corporation to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates stated.

       SIGNATURE            TITLE                             DATE



                            Chairman of the Board,
WILLIAM H. JOYCE            President, Chief Executive        September 24, 1997
-----------------------     Officer and Director
William H. Joyce            (Principal Executive Officer)



                                     II-6

<PAGE>


                            Vice-President, Chief Financial
JOHN K. WULFF               Officer and Controller            September 24, 1997
-----------------------     (Principal Financial and
John K. Wulff               Accounting Officer)



JOHN J. CREEDON             Director                          September 24, 1997
-----------------------
John J. Creedon


C. FRED FETTEROLF           Director                          September 24, 1997
-----------------------
C. Fred Fetterolf


JOSEPH E. GEOGHAN           Director                          September 24, 1997
-----------------------
Joseph E. Geoghan


THOMAS P. GERRITY           Director                          September 24, 1997
-----------------------
Thomas P. Gerrity


-----------------------     Director                          September 24, 1997
Rainer E. Gut


                                     II-7

<PAGE>




VERNON E. JORDAN, JR.       Director                          September 24, 1997
---------------------
Vernon E. Jordan, Jr.


-----------------------     Director                          September 24, 1997
Robert D. Kennedy


RONALD L. KUEHN, JR.        Director                          September 24, 1997
---------------------
Ronald L. Kuehn, Jr.


ROZANNE L. RIDGWAY          Director                          September 24, 1997
-----------------------
Rozanne L. Ridgway


JAMES M. RINGLER            Director                          September 24, 1997
-----------------------
James M. Ringler


WILLIAM S. SNEATH           Director                          September 24, 1997
-----------------------
William S. Sneath



                                     II-8

<PAGE>



                                 EXHIBIT INDEX



EXHIBIT
NUMBER                                 DESCRIPTION


4.1                 1997 Stock Option Plan for Non-Employee Directors of
                    Union Carbide Corporation (incorporated by reference
                    to Registrant's Proxy Statement dated March 12, 1997,
                    filed in connection with its Annual Meeting of
                    Shareholders held on April 23, 1997).

4.2                 Restated Certificate of Incorporation of the Registrant,
                    as amended (incorporated by reference to Exhibit 3.1 to
                    the Annual Report of the Registrant on Form 10-K for
                    the year ended December 31, 1994).

5                   Opinion of Kelley Drye & Warren LLP, Counsel to
                    Company, as to the legality of the shares being
                    registered under this Registration Statement

23.1                Consent of KPMG Peat Marwick LLP, Independent
                    Auditors

23.2                Consent of Kelley Drye & Warren LLP (included in
                    opinion filed as Exhibit 5)

24                  Powers of Attorney of Directors and Certain Officers of
                    the Company (included on the signature pages hereof)



                                     II-9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20454}]
{"company-data": {"conformed-name": "UNION CARBIDE CORP /NEW/", "cik": "0000100790", "assigned-sic": "2860", "irs-number": "131421730", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38495", "film-number": "97699361"}, "business-address": {"street1": "39 OLD RIDGEBURY RD", "city": "DANBURY", "state": "CT", "zip": "06817-0001", "phone": "2037942000"}, "mail-address": {"street1": "39 OLD RIDGEBURY RD", "city": "DANBURY", "state": "CT", "zip": "06817-0001"}, "former-company": [{"former-conformed-name": "UNION CARBIDE CORP", "date-changed": "19890806"}, {"former-conformed-name": "UNION CARBIDE & CARBON CORP", "date-changed": "19710317"}]}
As filed with the Securities Exchange Commission on October 22, 1997

                                            Registration No. 333-

--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           Union Carbide Corporation
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              New York                                    13-1421730
---------------------------------------        ---------------------------------
   (State or other jurisdiction of             (IRS Employer Identification No.)
    incorporation or organization)         

                39 Old Ridgebury Road, Danbury, CT  06817-0001
               ------------------------------------------------
                   (Address of principal executive offices)

                    1997 Stock Option Plan for Non-Employee
                    Directors of Union Carbide Corporation
               ------------------------------------------------
                           (Full title of the plan)

                            Joseph E. Geoghan, Esq.
                 Vice President, General Counsel and Secretary
                           Union Carbide Corporation
                            39 Old Ridgebury Road,
                            Danbury, CT  06817-0001
               ------------------------------------------------
                    (Name and address of agent for service)

                                (203) 794-2000
               ------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

============================================================================================================================
Title of securities to     Amount to be     Proposed maximum                Proposed maximum                Amount of
be registered              registered       offering price per share(1)     aggregate offering price(1)     registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock,              200,000 shares    $47.156                        $9,431,200                      $2,858.00
$1.00 par value
============================================================================================================================
(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with  Rule  457(c)  and (h)  under the  Securities  Act of 1933,  as
amended,  on the basis of the average of the high and low prices reported in the
consolidated reporting system on October 15, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

            The document(s)  containing the  information  specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will be sent
or given  to  participants  in the  1997  Stock  Option  Plan  for  Non-Employee
Directors  of  Union   Carbide   Corporation   (the  "Plan")  of  Union  Carbide
Corporation,  a New York  corporation  (the  "Company"),  as  specified  in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Such  document(s) are not being filed with the Commission but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant to Item 3 of Part II hereof),  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  have been filed by the  Company  with the
Commission  and are  hereby  incorporated  by  reference  in  this  Registration
Statement:

            (a) The  Company's  Annual  Report on Form  10-K for the year  ended
December 31, 1996, which includes a description of the Company's Common Stock.

            (b) The  description  of the Company's  Common  Stock,  which is set
forth in the Restated Certificate of Incorporation of the Registrant, as amended
and which is also  incorporated by reference in Exhibit 3.1 to the Annual Report
of the Registrant on Form 10-K for the year ended December 31, 1994.

            (c)  All  documents  subsequently  filed  by the  Company  with  the
Commission  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Sections 721 through 726 of the New York  Business  Corporation  Law
provide for indemnification of directors and officers.  If a director or officer
is  successful  on the merits or  otherwise  in a legal  proceeding,  he must be
indemnified  to  the  extent  he was  successful.  Further,  indemnification  is
permitted in both third-party and derivative suits if he acted in good faith and
for a purpose he  reasonably  believed was in the best  interest of the Company,
and if, in the case of a  criminal  proceeding,  he had no  reasonable  cause to
believe his conduct was unlawful.

            Indemnification  under this provision  applies to judgments,  fines,
amounts paid in settlement and reasonable  expenses,  in the case of third party
actions, and amounts paid in settlement and reasonable expenses,  in the case of
derivative actions. In a derivative action,

                                     II-1
however, a director or officer may not be indemnified for amounts paid to settle
such a suit or for any claim, issue or matter as to which such person shall have
been adjudged liable to the Company absent a court determination that the person
is fairly and reasonably entitled to indemnity.

            Notwithstanding    the   failure   of   the   Company   to   provide
indemnification   and  despite  any   contrary   resolution   of  the  board  or
shareholders,  indemnification  shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.

            Under New York law,  expenses  may be  advanced  upon  receipt of an
undertaking  by or on behalf of the  director or officer to repay the amounts in
the  event  the   recipient   is   ultimately   found  not  to  be  entitled  to
indemnification. The advance is conditioned only upon receipt of the undertaking
and not upon a finding  that the  officer  or  director  has met the  applicable
indemnity standards.

            Article V of the Company's  By-Laws requires it to indemnify each of
its past,  present and future  directors,  officers and employees to the fullest
extent  permitted  by law for any and all costs and expenses  resulting  from or
relating to any suit or claim  arising out of service to the Company or to other
organizations at the Company's request.

            The Company has entered into indemnity  agreements  with each of its
directors  and  officers  which  require the  Company,  among other  things,  to
indemnify  each  director  or officer  for all costs and  expenses  of suits and
claims (to the fullest extent permitted by law), and to advance to each director
or  officer  the  costs  and  expenses  of  defending  any suit or claim if such
director or officer  undertakes to pay back such advances to the extent required
by law. These provisions do not apply to any suit or claim voluntarily commenced
by the director or officer  against the Company,  unless the institution of such
proceeding  was approved by a majority of the Board of Directors or the director
or officer is successful on the merits in such proceeding.

            Section  402 of the New York  Business  Corporation  Law permits the
Company to include in its certificate of  incorporation  provisions  eliminating
the personal  liability of directors to the Company or its  shareholders for any
breach of duty in such capacity unless a judgment or final adjudication  adverse
to the  director  that  his acts or  omissions  were in bad  faith  or  involved
intentional  misconduct  or a  knowing  violation  of law or that he  personally
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled or his acts violated  Section 719 of the New York Business  Corporation
Law.  The  certificate  of  incorporation  of the  Company  contains a provision
eliminating  the  personal  liability  of its  directors  to the Company and its
shareholders except to the extent such liability may not be eliminated by law.

            The Company carries directors' and officers'  insurance which covers
its  directors  and officers  against  certain  liabilities  they may incur when
acting in their capacity as directors or officers of the Company.

                                     II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                       DESCRIPTION

   4.1      1997 Stock Option Plan for  Non-Employee  Directors of Union Carbide
            Corporation   (incorporated  by  reference  to  Registrant's   Proxy
            Statement dated March 12, 1997,  filed in connection with its Annual
            Meeting of Shareholders held on April 23, 1997)

   4.2      Restated Certificate of Incorporation of the Registrant,  as amended
            (incorporated  by reference  to Exhibit 3.1 to the Annual  Report of
            the Registrant on Form 10-K for the year ended December 31, 1994)

   5        Opinion of Kelley Drye & Warren LLP,  Counsel to Company,  as to the
            legality  of the shares  being  registered  under this  Registration
            Statement

23.1        Consent of KPMG Peat Marwick LLP, Independent Auditors

23.2        Consent of Kelley Drye & Warren LLP (included in opinion filed
            as Exhibit 5)

24          Powers of Attorney of Directors and Certain Officers of the
            Company (included on the signature pages hereof)

                                     II-3
ITEM 9.  UNDERTAKINGS.

            THE UNDERSIGNED COMPANY HEREBY UNDERTAKES:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective  amendment to this Registration Statement: (i) to include
any  prospectus  required by Section  10(a)(3) of the  Securities  Act;  (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  Registration  Statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration  Statement;  provided however that subparagraphs
(i) and (ii) do not  apply  if the  information  required  to be  included  in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 ("1934 Act") that are  incorporated by reference in the Registration
Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (4) That,  for the purposes of determining  any liability  under the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act), that it
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (5) Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing  provisions described in Item 6 of this
Registration Statement,  or otherwise,  the Company has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling

                                     II-4
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-5
SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Danbury,  State of  Connecticut  on this 24th day of
September, 1997.

                                    UNION CARBIDE CORPORATION

                                    By: JOHN K. WULFF
                                        ---------------------------------------
                                        John K. Wulff
                                        Vice President, Chief Financial Officer
                                        and Controller
                                        (Principal Financial and Accounting
                                        Officer)

                               POWER OF ATTORNEY

            We,  the  undersigned   officers  and  directors  of  Union  Carbide
Corporation,  hereby severally  constitute and appoint William M. Joyce and John
K. Wulff, and each of them singly, our true and lawful attorney, with full power
to them, to sign for us in our names in the  capacities  indicated  below,  this
registration  statement  and  any  and  all  post-effective  amendments  to this
Registration  Statement,  and  generally to do all things in our name and on our
behalf in such capacities to enable Union Carbide Corporation to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates stated.

       SIGNATURE            TITLE                             DATE

                            Chairman of the Board,
WILLIAM H. JOYCE            President, Chief Executive        September 24, 1997
-----------------------     Officer and Director
William H. Joyce            (Principal Executive Officer)

                                     II-6
Vice-President, Chief Financial
JOHN K. WULFF               Officer and Controller            September 24, 1997
-----------------------     (Principal Financial and
John K. Wulff               Accounting Officer)

JOHN J. CREEDON             Director                          September 24, 1997
-----------------------
John J. Creedon

C. FRED FETTEROLF           Director                          September 24, 1997
-----------------------
C. Fred Fetterolf

JOSEPH E. GEOGHAN           Director                          September 24, 1997
-----------------------
Joseph E. Geoghan

THOMAS P. GERRITY           Director                          September 24, 1997
-----------------------
Thomas P. Gerrity

-----------------------     Director                          September 24, 1997
Rainer E. Gut

                                     II-7
VERNON E. JORDAN, JR.       Director                          September 24, 1997
---------------------
Vernon E. Jordan, Jr.

-----------------------     Director                          September 24, 1997
Robert D. Kennedy

RONALD L. KUEHN, JR.        Director                          September 24, 1997
---------------------
Ronald L. Kuehn, Jr.

ROZANNE L. RIDGWAY          Director                          September 24, 1997
-----------------------
Rozanne L. Ridgway

JAMES M. RINGLER            Director                          September 24, 1997
-----------------------
James M. Ringler

WILLIAM S. SNEATH           Director                          September 24, 1997
-----------------------
William S. Sneath

                                     II-8
EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION

4.1                 1997 Stock Option Plan for Non-Employee Directors of
                    Union Carbide Corporation (incorporated by reference
                    to Registrant's Proxy Statement dated March 12, 1997,
                    filed in connection with its Annual Meeting of
                    Shareholders held on April 23, 1997).

4.2                 Restated Certificate of Incorporation of the Registrant,
                    as amended (incorporated by reference to Exhibit 3.1 to
                    the Annual Report of the Registrant on Form 10-K for
                    the year ended December 31, 1994).

5                   Opinion of Kelley Drye & Warren LLP, Counsel to
                    Company, as to the legality of the shares being
                    registered under this Registration Statement

23.1                Consent of KPMG Peat Marwick LLP, Independent
                    Auditors

23.2                Consent of Kelley Drye & Warren LLP (included in
                    opinion filed as Exhibit 5)

24                  Powers of Attorney of Directors and Certain Officers of
                    the Company (included on the signature pages hereof)

                                     II-9