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)
                           October 2, 1996



                      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:   6 






Item 5.  OTHER EVENTS

         See Opinion of Cahill Gordon & Reindel, dated October 2, 1996, 
         accompanying this report and filed as Exhibit 5 to Registration 
         Statement No. 33-60705.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits.

              99.  Opinion of Cahill Gordon & Reindel, dated October 2, 
                   1996, filed as Exhibit 5 to Registration Statement 
                   No. 33-60705.
















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:  October 2, 1996



                                        UNION CARBIDE CORPORATION





                                        By     J. MACDONALD       
                                               J. Macdonald
                                               Assistant Secretary






                             EXHIBIT INDEX



Exhibit

  99.      Opinion of Cahill Gordon & Reindel, dated October 2, 1996, filed 
           as Exhibit 5 to Registration Statement No. 33-60705.




- - 2 -

EX-99

                                                                  EXHIBIT 99


                       CAHILL GORDON & REINDEL
                          Eighty Pine Street
                         New York, NY 10005-1702











                           October 2, 1996










BOARD OF DIRECTORS
Union Carbide Corporation

                        Union Carbide Corporation
                     Registration Statement on Form S-3

Ladies and Gentlemen:

          This opinion is being rendered in connection with the 
Registration Statement on Form S-3 (the "Registration Statement") filed 
by Union Carbide Corporation (the "Company") with the Securities and 
Exchange Commission (the "Commission") for registration under the 
Securities Act of 1933 (the "Act") of $400 million aggregate principal 
amount of the Company's debt securities to be issued under one or more 
indentures, and more particularly with the $200 million aggregate 
principal amount of 7 3/4% Debentures due October 1, 2096 (the 
"Securities") proposed to be issued pursuant to an indenture, dated June 
1, 1995 (the "Indenture") between the Company and The Chase Manhattan 
Bank, as Trustee (the "Trustee").

          In our opinion, upon execution of the Indenture and execution 
and authentication of the Securities in accordance with the Indenture 
and delivery of the Securities to the purchasers thereof against payment 
therefor, the Securities will be legal, valid and binding obligations of 
the Company enforceable in accordance with their terms.  This opinion is 
qualified insofar as enforceability may be limited by fraudulent 
transfer, bankruptcy, insolvency or similar laws affecting creditors' 
rights generally and the availability of equitable remedies may be 
limited by equitable principles of general applicability.


Cahill Gordon & Reindel

                                    - 2 -



          We hereby consent to the filing of this opinion with the 
Commission as an exhibit to the Registration Statement and to the 
reference to our firm under the caption "Legal Opinions" in said 
Registration Statement.  Our consent to such reference does not 
constitute a consent under Section 7 of the Act, as in consenting to 
such reference we have not certified any part of the Registration 
Statement and do not otherwise come within the categories of persons 
whose consent is required under said Section 7 or under the rules and 
regulations of the Commission thereunder.

                                      Very truly yours,



                                      CAHILL GORDON & REINDEL