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)
                                June 14, 2000



                           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:    5






Item 5.  OTHER EVENTS.


         See Union Carbide Corporation's press release dated
         June 14, 2000 accompanying this report as Exhibit 99.



Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (C)  Exhibits.

              99.  Press release, June 14, 2000.






                                      - 2 -












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:  June 14, 2000



                                        UNION CARBIDE CORPORATION





                                          /s/J. Macdonald
                                          J. Macdonald
                                          Assistant Secretary







                                      - 3 -



                                 EXHIBIT INDEX



Exhibits

99.  Press release, dated June 14, 2000.










                                      - 4 -

EX-99

                                                         Exhibit 99



THE DOW CHEMICAL COMPANY
UNION CARBIDE CORPORATION




For more information, contact:
Sue Breach, (517) 636-3920           Sean S. Clancy, (203) 794-6976
The Dow Chemical Company             Union Carbide Corporation


The following news release is issued jointly by The Dow Chemical Company and
Union Carbide Corporation.


                       Dow and Union Carbide Anticipate
                      Third Quarter Completion of Merger


MIDLAND, MICH. AND DANBURY, CONN. (June 14, 2000) -- The Dow Chemical Company
(NYSE: DOW) and Union Carbide Corporation (NYSE: UK) today announced an
expected third quarter close of the proposed merger.  The companies are
currently working to receive clearance from the U.S. Federal Trade Commission
and the Canadian Competition Bureau.  They received final approval of the
merger from the European Commission (EC), subject to certain conditions, on
May 3 and have already initiated steps to fulfill those conditions.

"We have been working diligently with the regulatory authorities and are
making good progress," said William S. Stavropoulos, Dow's president and chief
executive officer.  "Transactions of this size and complexity that involve
technology, typically take longer than one might initially expect, but we are
confident we can bring this to resolution within a short timeframe."  He
added,  "Completing the transaction as early as is practical is our goal, so
that the merger can deliver value to shareholders of both companies."

For more background information about the proposed merger, visit www.dow.com
or www.unioncarbide.com.