Registration No. 33-
         -----------------------------------------------------------------

                         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)


                                 THE UNION CARBIDE
                           COMPENSATION DEFERRAL PROGRAM
                              (Full title of the plan)


                                Bruce D. Fitzgerald
                   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)


================================================================================
<TABLE>
<CAPTION>

    Title of      Amount to be    Proposed maximum   Proposed maximum  Amount of
 securities to     registered      offering price       aggregate       registra
 be registered                                           offering      -tion fee
                                                        price (2)
================================================================================
<S>               <C>                 <C>              <C>               <C>
Deferred Compen-  $50,000,000(1)      $1.00(2)         $50,000,000       $13,900
sation
Obligations,
$1.00 par value
</TABLE>
================================================================================

(1) The Deferred  Compensation  Obligations  are unsecured  obligations of Union
Carbide  Corporation  to pay deferred  compensation  in the future in accordance
with the terms of the Union Carbide Compensation Deferral Program.

(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.

<PAGE>

                     INCORPORATION OF DOCUMENTS BY REFERENCE TO
                           PRIOR REGISTRATION STATEMENT


       This  Registration  Statement  is filed for the  purpose  of  registering
$50,000,000 additional deferred compensation obligations ("Deferred Compensation
Obligations") of Union Carbide  Corporation (the "Company"),  which are issuable
under  the  Union  Carbide   Compensation   Deferral  Program  (the  "Plan").  A
Registration  Statement  on Form  S-8  (SEC  File  No.  333-02829)  (the  "Prior
Registration  Statement")  relating to this Plan is effective.  Accordingly,  in
accordance with General  Instruction E to Form S-8, the Company  incorporates by
reference herein the contents of the Prior Registration Statement.


ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                              DESCRIPTION

4.1       Amendments One through Four to the Union Carbide Compensation Deferral
          Program.

5         Opinion of Kelley Drye & Warren LLP, Counsel to the Company.

23.1      Consent of KPMG LLP, Independent Auditors.

23.2      Consent of Counsel (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 - 1
<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
February, 1999.

                                 UNION CARBIDE CORPORATION


                                 By:/s/ 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 H. 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
/s/ William H. Joyce      President, Chief Executive       February 24, 1999
-----------------------   Officer and Director
William H. Joyce          (Principal Executive Officer)





                          Vice-President, Chief Financial
                          Officer and Controller           February 24, 1999
/s/ John K. Wulff         (Principal Financial and
-----------------------   Accounting Officer)
John K. Wulff



/s/ C. Fred Fetterolf      Director                         February 24, 1999
----------------------- 
C. Fred Fetterolf

                                     II - 2

<PAGE>

/s/ Rainer E. Gut          Director                         February 24, 1999
----------------------- 
Rainer E. Gut




/s/ Vernon E. Jordan, Jr.  Director                         February 24, 1999
-----------------------
Vernon E. Jordan, Jr.




/s/ Robert D. Kennedy      Director                         February 24, 1999
----------------------- 
Robert D. Kennedy




/s/ Ronald L. Kuehn, Jr.   Director                         February 24, 1999
----------------------- 
Ronald L. Kuehn, Jr.




/s/ Rozanne L. Ridgway     Director                         February 24, 1999
-----------------------
Rozanne L. Ridgway




/s/ James M. Ringler       Director                         February 24, 1999
----------------------- 
James M. Ringler




/s/ Paul J. Wilhelm        Director                         February 24, 1999
----------------------- 
Paul J. Wilhelm








                                     II - 3

<PAGE>


                              EXHIBIT INDEX



EXHIBIT
NUMBER                     DESCRIPTION

4.1       Amendments One through Four to the Union Carbide Compensation Deferral
          Program.

5         Opinion of Kelley Drye & Warren LLP, Counsel to the Company.

23.1      Consent of KPMG LLP, Independent Auditors.

23.2      Consent of Counsel (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).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8272}]
{"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": "333-74079", "film-number": "99559947"}, "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"}]}
Registration No. 33-
         -----------------------------------------------------------------

                         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)

                                 THE UNION CARBIDE
                           COMPENSATION DEFERRAL PROGRAM
                              (Full title of the plan)

                                Bruce D. Fitzgerald
                   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)

================================================================================
Title of      Amount to be    Proposed maximum   Proposed maximum  Amount of
 securities to     registered      offering price       aggregate       registra
 be registered                                           offering      -tion fee
                                                        price (2)
================================================================================
Deferred Compen-  $50,000,000(1)      $1.00(2)         $50,000,000       $13,900
sation
Obligations,
$1.00 par value
================================================================================

(1) The Deferred  Compensation  Obligations  are unsecured  obligations of Union
Carbide  Corporation  to pay deferred  compensation  in the future in accordance
with the terms of the Union Carbide Compensation Deferral Program.

(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
INCORPORATION OF DOCUMENTS BY REFERENCE TO
                           PRIOR REGISTRATION STATEMENT

       This  Registration  Statement  is filed for the  purpose  of  registering
$50,000,000 additional deferred compensation obligations ("Deferred Compensation
Obligations") of Union Carbide  Corporation (the "Company"),  which are issuable
under  the  Union  Carbide   Compensation   Deferral  Program  (the  "Plan").  A
Registration  Statement  on Form  S-8  (SEC  File  No.  333-02829)  (the  "Prior
Registration  Statement")  relating to this Plan is effective.  Accordingly,  in
accordance with General  Instruction E to Form S-8, the Company  incorporates by
reference herein the contents of the Prior Registration Statement.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                              DESCRIPTION

4.1       Amendments One through Four to the Union Carbide Compensation Deferral
          Program.

5         Opinion of Kelley Drye & Warren LLP, Counsel to the Company.

23.1      Consent of KPMG LLP, Independent Auditors.

23.2      Consent of Counsel (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 - 1
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
February, 1999.

                                 UNION CARBIDE CORPORATION

                                 By:/s/ 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 H. 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
/s/ William H. Joyce      President, Chief Executive       February 24, 1999
-----------------------   Officer and Director
William H. Joyce          (Principal Executive Officer)

                          Vice-President, Chief Financial
                          Officer and Controller           February 24, 1999
/s/ John K. Wulff         (Principal Financial and
-----------------------   Accounting Officer)
John K. Wulff

/s/ C. Fred Fetterolf      Director                         February 24, 1999
----------------------- 
C. Fred Fetterolf

                                     II - 2
/s/ Rainer E. Gut          Director                         February 24, 1999
----------------------- 
Rainer E. Gut

/s/ Vernon E. Jordan, Jr.  Director                         February 24, 1999
-----------------------
Vernon E. Jordan, Jr.

/s/ Robert D. Kennedy      Director                         February 24, 1999
----------------------- 
Robert D. Kennedy

/s/ Ronald L. Kuehn, Jr.   Director                         February 24, 1999
----------------------- 
Ronald L. Kuehn, Jr.

/s/ Rozanne L. Ridgway     Director                         February 24, 1999
-----------------------
Rozanne L. Ridgway

/s/ James M. Ringler       Director                         February 24, 1999
----------------------- 
James M. Ringler

/s/ Paul J. Wilhelm        Director                         February 24, 1999
----------------------- 
Paul J. Wilhelm

                                     II - 3
EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION

4.1       Amendments One through Four to the Union Carbide Compensation Deferral
          Program.

5         Opinion of Kelley Drye & Warren LLP, Counsel to the Company.

23.1      Consent of KPMG LLP, Independent Auditors.

23.2      Consent of Counsel (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).