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 Corporation
                   Compensation Deferral Program
                        (Full title of the plan)


                       Joseph E. Geoghan
           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>
                   CALCULATION OF REGISTRATION FEE

   Title of          Amount to be      Proposed maximum     Proposed maximum        Amount of
securities to be     registered(1)     offering price(2)    aggregate offering    registration
  registered                                                   price (2)               fee
<S>                  <C>                    <C>                <C>                    <C>
   Deferred          $25,000,000            100%               $25,000,000            $8,621
 Compensation        
  Obligations

<FN>
(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 Corporation 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.
</TABLE>

                               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 Union 
Carbide Corporation Compensation Deferral Program (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 of 
this Registration Statement), 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, 1995.

     (b)     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.

     Deferred Compensation Obligations

     Pursuant to the terms of the Plan, eligible employees (each 
a "Participant") of the Company or one of its participating 
subsidiaries may enter into agreements to defer a specified 
percentage of their base salary and variable compensation 
payments.  The amount of base salary and variable compensation 
payments deferred under such agreements are referred to herein as 
"Deferred Compensation Obligations".  The Deferred Compensation 
Obligations of the Company under such agreements will be 
unsecured general obligations of the Company to pay the deferred 
compensation in the future in accordance with the terms of the 
Plan and will rank equally with other unsecured and 
unsubordinated indebtedness of the Company from time to time 
outstanding.

     The amount of base salary and variable compensation payments 
to be deferred by a Participant ("Deferral") will be credited 
with earnings and investment gains and losses by assuming that 
the Deferral was invested in one or more investment alternatives 
selected by such Participant in accordance with the terms of the 
Plan (Deferrals will not be invested in the investment 
alternatives available under the Plan).  Investment alternatives 
include Company common stock funds, mutual funds and a fixed 
income fund.  Deferrals that are deemed invested under the terms 
of the Plan in the Company common stock funds will also be 
credited with an amount equal to each dividend declared and paid 
on shares of Company common stock which amounts shall be deemed 
reinvested in Company common stock, at a 5% discount from market 
price, as and to the extent permitted under the Plan.  Deferrals 
will be denominated and paid in United States dollars.

     The Deferred Compensation Obligations are not subject to 
redemption, in whole or in part by Participants except upon 
specified payment dates, by the Company at its option or through 
operation of a mandatory or optional sinking fund or analogous 
provision.  The Company reserves the right to amend or terminate 
the Plan at any time, except that no such amendment or 
termination shall adversely affect the right of a Participant to 
the balance of his or her Deferrals as of the date of such 
amendment or termination.

     Generally, a Participant's right or the right of any other 
person to receive payment of the Deferred Compensation 
Obligations cannot be assigned, alienated, sold, garnished, 
transferred, pledged, or encumbered except by a written 
designation of a beneficiary under the Plan.  However, if a 
Participant is terminated "for cause" in accordance with the 
terms of the Plan, any earnings and investment gains credited to 
his or her deferrals will be forfeited.

     The Deferred Compensation Obligations are not convertible 
into another security of the Company.  The Deferred Compensation 
Obligations will not have the benefit of a negative pledge or any 
other affirmative or negative covenant on the part of the 
Company.  No trustee has been appointed having the authority to 
take action with respect to the Deferred Compensation 
Obligations, and each Participant will be responsible for acting 
independently with respect to, among other things, the giving of 
notices, responding to any request for consent waivers or 
amendments pertaining to the Deferred Compensation Obligations, 
enforcing covenants and taking action upon a default.

     The Company has established a "rabbi trust" to assist the 
Company with its obligation to make payments of Deferrals.  
Participants in the Plan have no rights to any assets held by the 
rabbi trust, except as general creditors of the Company.  Assets 
of the rabbi trust will at all times be subject to the claims of 
the Company's general creditors.

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 
interests 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, 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 
any 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 shareholder 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 
shareholder 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number                     Description 

   4     The Union Carbide Corporation Compensation Deferral Plan

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

23.1     Consent of KPMG Peat Marwick LLP, Independent Auditors

23.2     Consent of Price Waterhouse LLP, Independent Accountants

23.3     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)

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.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the 
total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high and 
of the estimated maximum offering range may be reflected in the 
form of prospectus filed with the Commission pursuant to Rule 
424(b) if, in the aggregate, the changes in volume and the price 
represent no more than 20 percent change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" 
table in the effective 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 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 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.


                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
as amended, Union Carbide Corporation 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 the 24th day of April, 1996.

                                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 indicated.

     Signature            Title                    Date



/s/W.H. JOYCE             President, Chairman
William H. Joyce          of the Board, Chief      April 24, 1996
                          Executive Officer
                          and Director (Principal
                          Executive Officer)


/s/JOHN K. WULFF          Vice-President,
John K. Wulff             Chief Financial Officer  April 24, 1996
                          and Controller (Principal
                          Financial and Accounting
                          Officer)


/s/JOHN J. CREEDON        Director                 April 24, 1996
John J. Creeddon


/s/JOSEPH E. GEOGHAN      Director                 April 24, 1996
Joseph E. Geoghan


/s/VERNON E. JORDAN, JR.  Director                 April 24, 1996
Vernon E. Jordan, Jr.


/s/R.D. KENNEDY           Director                 April 24, 1996
Robert D. Kennedy


/s/RONALD L. KUEHN, JR.   Director                 April 24, 1996
Ronald L. Kuehn, Jr.


/s/ROZANNE L. RIDGWAY     Director                 April 24, 1996
Rozanne L. Ridgway


/s/W.S. SNEATH            Director                 April 24, 1996
William S. Sneath



                              EXHIBIT INDEX



Exhibit

4     The Union Carbide Corporation Compensation Deferral Plan.

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

23.1  Consent of KPMG Peat Marwick LLP, independent auditors.

23.2  Consent of Price Waterhouse LLP, independent accountants.

23.3  Consent of Counsel (included in Exhibit 5).

24    Power of Attorney (included on the signature pages hereof).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20327}]
{"company-data": {"conformed-name": "UNION CARBIDE CORP /NEW/", "cik": "0000100790", "assigned-sic": "2821", "irs-number": "131421730", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02829", "film-number": "96550960"}, "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 Corporation
                   Compensation Deferral Program
                        (Full title of the plan)

                       Joseph E. Geoghan
           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          Amount to be      Proposed maximum     Proposed maximum        Amount of
securities to be     registered(1)     offering price(2)    aggregate offering    registration
  registered                                                   price (2)               fee
Deferred          $25,000,000            100%               $25,000,000            $8,621
 Compensation        
  Obligations
(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 Corporation 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.
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 Union 
Carbide Corporation Compensation Deferral Program (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 of 
this Registration Statement), 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, 1995.

     (b)     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.

     Deferred Compensation Obligations

     Pursuant to the terms of the Plan, eligible employees (each 
a "Participant") of the Company or one of its participating 
subsidiaries may enter into agreements to defer a specified 
percentage of their base salary and variable compensation 
payments.  The amount of base salary and variable compensation 
payments deferred under such agreements are referred to herein as 
"Deferred Compensation Obligations".  The Deferred Compensation 
Obligations of the Company under such agreements will be 
unsecured general obligations of the Company to pay the deferred 
compensation in the future in accordance with the terms of the 
Plan and will rank equally with other unsecured and 
unsubordinated indebtedness of the Company from time to time 
outstanding.

     The amount of base salary and variable compensation payments 
to be deferred by a Participant ("Deferral") will be credited 
with earnings and investment gains and losses by assuming that 
the Deferral was invested in one or more investment alternatives 
selected by such Participant in accordance with the terms of the 
Plan (Deferrals will not be invested in the investment 
alternatives available under the Plan).  Investment alternatives 
include Company common stock funds, mutual funds and a fixed 
income fund.  Deferrals that are deemed invested under the terms 
of the Plan in the Company common stock funds will also be 
credited with an amount equal to each dividend declared and paid 
on shares of Company common stock which amounts shall be deemed 
reinvested in Company common stock, at a 5% discount from market 
price, as and to the extent permitted under the Plan.  Deferrals 
will be denominated and paid in United States dollars.

     The Deferred Compensation Obligations are not subject to 
redemption, in whole or in part by Participants except upon 
specified payment dates, by the Company at its option or through 
operation of a mandatory or optional sinking fund or analogous 
provision.  The Company reserves the right to amend or terminate 
the Plan at any time, except that no such amendment or 
termination shall adversely affect the right of a Participant to 
the balance of his or her Deferrals as of the date of such 
amendment or termination.

     Generally, a Participant's right or the right of any other 
person to receive payment of the Deferred Compensation 
Obligations cannot be assigned, alienated, sold, garnished, 
transferred, pledged, or encumbered except by a written 
designation of a beneficiary under the Plan.  However, if a 
Participant is terminated "for cause" in accordance with the 
terms of the Plan, any earnings and investment gains credited to 
his or her deferrals will be forfeited.

     The Deferred Compensation Obligations are not convertible 
into another security of the Company.  The Deferred Compensation 
Obligations will not have the benefit of a negative pledge or any 
other affirmative or negative covenant on the part of the 
Company.  No trustee has been appointed having the authority to 
take action with respect to the Deferred Compensation 
Obligations, and each Participant will be responsible for acting 
independently with respect to, among other things, the giving of 
notices, responding to any request for consent waivers or 
amendments pertaining to the Deferred Compensation Obligations, 
enforcing covenants and taking action upon a default.

     The Company has established a "rabbi trust" to assist the 
Company with its obligation to make payments of Deferrals.  
Participants in the Plan have no rights to any assets held by the 
rabbi trust, except as general creditors of the Company.  Assets 
of the rabbi trust will at all times be subject to the claims of 
the Company's general creditors.

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 
interests 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, 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 
any 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 shareholder 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 
shareholder 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number                     Description 

   4     The Union Carbide Corporation Compensation Deferral Plan

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

23.1     Consent of KPMG Peat Marwick LLP, Independent Auditors

23.2     Consent of Price Waterhouse LLP, Independent Accountants

23.3     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)

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.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the 
total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high and 
of the estimated maximum offering range may be reflected in the 
form of prospectus filed with the Commission pursuant to Rule 
424(b) if, in the aggregate, the changes in volume and the price 
represent no more than 20 percent change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" 
table in the effective 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 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 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.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
as amended, Union Carbide Corporation 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 the 24th day of April, 1996.

                                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 indicated.

     Signature            Title                    Date

/s/W.H. JOYCE             President, Chairman
William H. Joyce          of the Board, Chief      April 24, 1996
                          Executive Officer
                          and Director (Principal
                          Executive Officer)

/s/JOHN K. WULFF          Vice-President,
John K. Wulff             Chief Financial Officer  April 24, 1996
                          and Controller (Principal
                          Financial and Accounting
                          Officer)

/s/JOHN J. CREEDON        Director                 April 24, 1996
John J. Creeddon

/s/JOSEPH E. GEOGHAN      Director                 April 24, 1996
Joseph E. Geoghan

/s/VERNON E. JORDAN, JR.  Director                 April 24, 1996
Vernon E. Jordan, Jr.

/s/R.D. KENNEDY           Director                 April 24, 1996
Robert D. Kennedy

/s/RONALD L. KUEHN, JR.   Director                 April 24, 1996
Ronald L. Kuehn, Jr.

/s/ROZANNE L. RIDGWAY     Director                 April 24, 1996
Rozanne L. Ridgway

/s/W.S. SNEATH            Director                 April 24, 1996
William S. Sneath

                              EXHIBIT INDEX

Exhibit

4     The Union Carbide Corporation Compensation Deferral Plan.

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

23.1  Consent of KPMG Peat Marwick LLP, independent auditors.

23.2  Consent of Price Waterhouse LLP, independent accountants.

23.3  Consent of Counsel (included in Exhibit 5).

24    Power of Attorney (included on the signature pages hereof).