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 
incorporation or organization)              Identification No.)

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

                        1994 Union Carbide Corporation
                           Long Term Incentive Plan
                           (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

                                       Proposed
Title of                  Proposed     maximum       Amount
securities                maximum      aggregate     of 
to be       Amount to be  offering     offering      registration 
registered  registered    price per    price (1)     fee
                          share (1)
_________________________________________________________________
Common      7,500,000     $25.81       $193,575,000   $66,749.89
Stock       shares
$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 May 6, 1994.
_________________________________________________________________

     The Prospectus which is part of this Registration Statement 
also relates to previously filed Registration Statements Nos. 2-
90419 and 33-22125.  This statement is made pursuant to Rule 
429(b).










































                                 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 1994 
Union Carbide Corporation Long Term Incentive Plan (the "Plan") 
of Union Carbide Corporation, a New York corporation, 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. 

     For purposes of this Registration Statement, the term 
"Company" shall mean, for all periods prior to May 1, 1994, Union 
Carbide Corporation ("UCC") and its wholly owned subsidiary, 
Union Carbide Chemicals and Plastics Company Inc. ("UCC&P").  On 
April 27, 1994, the shareholders of Union Carbide Corporation 
voted to merge UCC into its wholly owned subsidiary, UCC&P (the 
"Merger").  For all periods including and subsequent to May 1, 
1994, the effective date of the Merger, the term "Company" shall 
mean the surviving company, UCC&P, which is known as Union 
Carbide Corporation.


























                                 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, 1993, which includes a description of the 
Company's Common Stock.

     (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.

     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, 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.


Exhibit 
Number       Description
4            1994 Union Carbide Corporation Long Term Incentive 
             Plan

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

23.1         Consent of KPMG Peat Marwick, Independent Auditors

23.2         Consent of Price Waterhouse, Independent Accountants

23.3         Consent of Kelley Drye & Warren (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; 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, 
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 9th day of May, 1994.

                                                                                
UNION CARBIDE CORPORATION


                                By:JOHN K. WULFF                                
                                   Vice President, Controller and
                                   Principal Accounting Officer



                              POWER OF ATTORNEY

     We, the undersigned officers and directors of Union Carbide 
Corporation,  hereby severally constitute and appoint Robert D. 
Kennedy, John K. Wulff and Gilbert E. Playford, 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 further 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



ROBERT D. KENNEDY           Director, Chairman       May 9, 1994
                            of the Board and Chief
                            Executive Officer 
                            (Principal
                            Executive Officer)


GILBERT E. PLAYFORD         Vice-President           May 9, 1994
                            (Principal Financial
                            Officer)


JOHN K. WULFF               Vice-President,          May 9, 1994
                            Controller (Principal
                            Accounting Officer)


JOHN J. CREEDON             Director                 May 9, 1994


C. FRED FETTEROLF           Director                 May 9, 1994


JOSEPH E. GEOGHAN           Director                 May 9, 1994


RAINER E. GUT               Director                 May 9, 1994


JAMES M. HESTER             Director                 May 9, 1994


WILLIAM H. JOYCE            Director                 May 9, 1994


RONALD L. KUEHN, JR.        Director                 May 9, 1994


C. PETER McCOLOUGH          Director                 May 9, 1994

ROZANNE L. RIDGWAY          Director                 May 9, 1994


WILLIAM S. SNEATH           Director                 May 9, 1994



                                   EXHIBIT INDEX

                                                       Sequential
Page                                                     Exhibit
Number    Description                                    Number

4         1994 Union Carbide Corporation Long Term 
          Incentive Plan

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

23.1      Consent of KPMG Peat Marwick, Independent 
          Auditors

23.2      Consent of Price Waterhouse, Independent 
          Accountants

23.3      Consent of Kelley Drye & Warren (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": "MAY994 S-8 TEXT", "secsgml_size_bytes": 17717}]
{"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": "033-53573", "film-number": "94526965"}, "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 
incorporation or organization)              Identification No.)

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

                        1994 Union Carbide Corporation
                           Long Term Incentive Plan
                           (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

                                       Proposed
Title of                  Proposed     maximum       Amount
securities                maximum      aggregate     of 
to be       Amount to be  offering     offering      registration 
registered  registered    price per    price (1)     fee
                          share (1)
_________________________________________________________________
Common      7,500,000     $25.81       $193,575,000   $66,749.89
Stock       shares
$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 May 6, 1994.
_________________________________________________________________

     The Prospectus which is part of this Registration Statement 
also relates to previously filed Registration Statements Nos. 2-
90419 and 33-22125.  This statement is made pursuant to Rule 
429(b).

                                 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 1994 
Union Carbide Corporation Long Term Incentive Plan (the "Plan") 
of Union Carbide Corporation, a New York corporation, 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. 

     For purposes of this Registration Statement, the term 
"Company" shall mean, for all periods prior to May 1, 1994, Union 
Carbide Corporation ("UCC") and its wholly owned subsidiary, 
Union Carbide Chemicals and Plastics Company Inc. ("UCC&P").  On 
April 27, 1994, the shareholders of Union Carbide Corporation 
voted to merge UCC into its wholly owned subsidiary, UCC&P (the 
"Merger").  For all periods including and subsequent to May 1, 
1994, the effective date of the Merger, the term "Company" shall 
mean the surviving company, UCC&P, which is known as Union 
Carbide Corporation.

                                 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, 1993, which includes a description of the 
Company's Common Stock.

     (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.

     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, 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit 
Number       Description
4            1994 Union Carbide Corporation Long Term Incentive 
             Plan

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

23.1         Consent of KPMG Peat Marwick, Independent Auditors

23.2         Consent of Price Waterhouse, Independent Accountants

23.3         Consent of Kelley Drye & Warren (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; 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, 
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 9th day of May, 1994.

                                                                                
UNION CARBIDE CORPORATION

                                By:JOHN K. WULFF                                
                                   Vice President, Controller and
                                   Principal Accounting Officer

                              POWER OF ATTORNEY

     We, the undersigned officers and directors of Union Carbide 
Corporation,  hereby severally constitute and appoint Robert D. 
Kennedy, John K. Wulff and Gilbert E. Playford, 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 further 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

ROBERT D. KENNEDY           Director, Chairman       May 9, 1994
                            of the Board and Chief
                            Executive Officer 
                            (Principal
                            Executive Officer)

GILBERT E. PLAYFORD         Vice-President           May 9, 1994
                            (Principal Financial
                            Officer)

JOHN K. WULFF               Vice-President,          May 9, 1994
                            Controller (Principal
                            Accounting Officer)

JOHN J. CREEDON             Director                 May 9, 1994

C. FRED FETTEROLF           Director                 May 9, 1994

JOSEPH E. GEOGHAN           Director                 May 9, 1994

RAINER E. GUT               Director                 May 9, 1994

JAMES M. HESTER             Director                 May 9, 1994

WILLIAM H. JOYCE            Director                 May 9, 1994

RONALD L. KUEHN, JR.        Director                 May 9, 1994

C. PETER McCOLOUGH          Director                 May 9, 1994

ROZANNE L. RIDGWAY          Director                 May 9, 1994

WILLIAM S. SNEATH           Director                 May 9, 1994

                                   EXHIBIT INDEX

                                                       Sequential
Page                                                     Exhibit
Number    Description                                    Number

4         1994 Union Carbide Corporation Long Term 
          Incentive Plan

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

23.1      Consent of KPMG Peat Marwick, Independent 
          Auditors

23.2      Consent of Price Waterhouse, Independent 
          Accountants

23.3      Consent of Kelley Drye & Warren (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)