8-K

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549



                       ______________________

                             FORM 8-K



                          CURRENT REPORT



                  Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934



                          Date of Report
                  (Date of earliest event reported)
                         January 26, 1995



                      UNION CARBIDE CORPORATION
        (Exact name of registrant as specified in its charter)



                               New York
            (State or other jurisdiction of incorporation)



        1-1463                               13-1421730
(Commission File Number)          (IRS Employer Identification No.)



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



                  Registrant's telephone number,
                including area code 203-794-2000



   Total number of sequentially numbered pages in this filing,
                   including exhibits thereto:   5 






Item 5.  OTHER EVENTS.

         See Union Carbide Corporation press release dated
         January 26, 1995 accompanying this report as Exhibit 99.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS



         (c)  Exhibits.

              99.  Press release, dated January 26, 1995.

















Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.









Date:  February 8,1995



                                        UNION CARBIDE CORPORATION





                                        By     J. MACDONALD       
                                               J. Macdonald
                                               Assistant Secretary






                             EXHIBIT INDEX



Exhibit

99.       Press Release, dated January 26, 1995.

EX-99

                                                                 Exhibit 99


UNION CARBIDE NEWS RELEASE




CONTACT:      Tomm F. Sprick
              (203) 794-6992


            BLACKSTONE CAPITAL PARTNERS ACQUIRES 75% INTEREST
    IN UCAR INTERNATIONAL, OWNED JOINTLY BY UNION CARBIDE, MITSUBISHI

            Union Carbide Retains 25 Percent Equity Ownership
                 In Corporate Partnership With Blackstone

     DANBURY, Conn., Jan. 26 -- Union Carbide Corporation (UCC) and 
Mitsubishi Corporation of Japan today announced that they have concluded 
the sale of newly issued common stock representing 75 percent of UCAR 
International Inc.'s outstanding shares to a new company formed by 
Blackstone Capital Partners II Merchant Banking Fund L.P.
     UCAR has been a joint venture of UCC and Mitsubishi, which purchased 
50 percent interest in UCAR in 1991.  UCC received $346.5 million in cash 
proceeds and retained a 25 percent equity interest in UCAR.  The 
transaction will result in a nonrecurring, material gain for Union Carbide 
that will be based on a final evaluation of assets and obligations, and 
will be recorded in the first quarter of 1995.  UCC plans to use the cash 
proceeds for general corporate purposes.
     UCAR redeemed all of the shares owned by Mitsubishi for $406 million 
in cash.
     UCAR is the largest manufacturer of graphite and carbon electrodes in 
the world.
     Union Carbide Corporation is a worldwide, basic chemicals company with 
advanced process technologies and large-scale chemical production 
facilities.  Union Carbide had sales of more than $4.8 billion in 1994.

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