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)
                               March 16, 1999



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



    New York                     1-1463                       13-1421730
(State or other         (Commission File Number)             (IRS Employer
jurisdiction of                                           Identification No.)
incorporation)





              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 Union Carbide Corporation's press release dated March 16, 1999
         accompanying this report as Exhibit 99.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.



         (c)  Exhibits.

              99.  Press release, March 16, 1999.

















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 hereunto duly authorized.









Date:  March 16, 1999



                                        UNION CARBIDE CORPORATION





                                        By     /s/J. Macdonald    
                                               J. Macdonald
                                               Assistant Secretary







                                 EXHIBIT INDEX



Exhibit

99.  Press release, dated March 16, 1999.

EX-99

                                                                   Exhibit 99



UNION CARBIDE
NEWS RELEASE


CONTACT:    Sean S. Clancy
            (203) 794-6976


                    UNION CARBIDE EXPECTS 1ST QUARTER EARNINGS
                     TO BE CLOSE TO HIGHEST ANALYST ESTIMATES

      Danbury, Conn., March 16 -- In a speech today to a gathering of chemical 
industry investors, Union Carbide Corporation Chairman William H. Joyce said 
gains from the Specialties and Intermediates (S&I) business segment and 
diminished losses from the Basic Chemicals & Polymers (BC&P) business segment 
should bring the company's first quarter earnings from operations to within a 
few cents of the highest published analyst estimate.  (The highest current 
First Call estimate is $0.47.)
      "We expect stronger volume and improved mix in Specialties and 
Intermediates to result in earnings gains from last quarter, excluding 
specials," Dr. Joyce said.
      Dr. Joyce informed the group that price increases in polyethylene and 
glycol for antifreeze will be offset by price declines in polyester glycol and 
increasing raw material costs, causing margins to decline.  With internal 
turnaround costs sharply reduced, the net effect should be an improvement in 
BC&P earnings, but not sufficient for BC&P to come close to the break even 
point.
      Despite expectations of a continuing industry cyclical trough and 
resulting low margins, additional cost improvements and increased volume this 
year and next should enable Union Carbide to show a favorable earnings trend 
in advance of the upturn in the industry cycle, Dr. Joyce said.
                                      - MORE -
1999
P3-01-004

                                                                    Page 2
                                                                      of 2


      Looking beyond the current trough to the next peak, Dr. Joyce noted that 
Carbide would benefit from additional cost-savings initiatives and its 
investments in technologically advanced new capacity, including new joint 
venture capacity, added between the 1995 peak and 2001.  If BC&P margins 
duplicate those of 1995, peak earnings should be more than double the record 
$5.85/per diluted share reported of that year.
      Not included in the above estimate, but as previously disclosed, 
effective January 1, 1999, the corporation adopted a new accounting rule (SOP 
98-5) requiring the write-off of certain previously capitalized start-up 
costs.  A one-time charge of approximately $17 million after tax ($0.13 per 
diluted share), will be reported as the cumulative effect of a change in 
accounting principle in the first quarter of 1999.


       Cautionary Statement for Purposes of the "Safe Harbor" Provisions
               Of the Private Securities Litigation Act of 1995

      Those statements that do not reflect historical information include, but 
are not limited to, statements regarding anticipated earnings, product prices, 
volumes, mix and raw material costs are forward looking statements.  
Naturally, results can always differ materially from those that are 
anticipated.  Important factors affecting Union Carbide that could cause 
results to differ materially from those the corporation is looking forward to 
include:  the supply/demand balance for the corporation's products; customer 
inventory levels; competitive pricing pressures; feedstock availability and 
costs; changes in industry production capacities and operating rates; currency 
exchange rates; interest rates; global economic conditions; disruption in 
transportation facilities; competitive technology positions; failure by the 
corporation to achieve technology objectives, achieve cost reduction targets 
or complete projects on schedule and on budget; and an inability to obtain new 
customers or retain existing ones.

                                    - END -