S-3DPOS

                                        Registration No. 33-26185
                                                                 


               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                                            

                POST-EFFECTIVE AMENDMENT NO. 3 TO

                            FORM S-3

                     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 of Incorporation)      (IRS Employer Identification No.)


                      39 OLD RIDGEBURY ROAD
                      DANBURY, CT 06817-0001
                          (203) 794-2000                        
  (Address, including zip code, and telephone number, including
      area code, of registrant's principal executive offices)

 Joseph E. Geoghan, Vice-President, General Counsel and Secretary
 (Agent for service; same address and telephone number as above)


                                                                 
The Prospectus which is part of this Post-Effective Amendment 
No. 3 to the Registration Statement also relates to Registration 
Statements Nos. 2-91919 and 33-5161.  This statement is made 
pursuant to Rule 429(b).


                                                                 

UNION CARBIDE CORPORATION

                                                                 
 
Dividend Reinvestment and Stock Purchase Plan

                                                                 



Prospectus























THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION OR ANY 
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY 
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

The date of this Prospectus is May 2, 1994.




Additional Information

Union Carbide Corporation (the "Corporation") is subject to the 
informational requirements of the Securities Exchange Act of 1934 
(the "Exchange Act") and in accordance therewith files with the 
Securities and Exchange Commission ("SEC") reports, proxy 
statements, and other information, which can be inspected and 
copied at the SEC's offices at Judiciary Plaza, 450 5th Street, 
N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500 
West Madison Street, Suite 1400, Chicago, Illinois 60661; and 
Seven World Trade Center, Suite 1300, New York, New York 10048. 
Copies of such material can be obtained from the SEC's Public 
Reference Section at Judiciary Plaza, 450 5th Street, N.W., 
Washington, D.C. 20549 at prescribed rates. Copies of such 
material also can be inspected at the offices of the New York, 
Chicago and Pacific Stock Exchanges.
Documents Incorporated by Reference
The following documents are incorporated by reference into this 
Prospectus:
(a)  The Corporation's annual report on Form 10-K for the year
     ended December 31, 1993.
(b)  All documents subsequently filed by the Corporation pursuant
     to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
     prior to the termination of the offering.
     Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be 
modified or superseded for purposes of this Prospectus to the 
extent that a statement contained herein or in any other 
subsequently filed document which also is or is deemed to be 
incorporated by reference herein modifies or supersedes such 
statement. Any such statement so modified or superseded shall not 
be deemed, except as so modified or superseded, to constitute a 
part of this Prospectus.
     Anyone who receives this Prospectus may obtain without 
charge a copy of any of the documents incorporated herein by 
reference (except exhibits to such documents). Please direct 
requests to: Union Carbide Corporation, Dividend Reinvestment, 
Shareholder Services, G-1, 39 Old Ridgebury Road, Danbury, 
Connecticut 06817-0001. Shareholder Services may be reached by 
telephone at 203-794-2212.
Union Carbide Corporation
Union Carbide Corporation is a major industrial corporation 
engaged in the chemicals and plastics business.
     Union Carbide Corporation's principal executive offices are 
at 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001 
(telephone: 203-794-2000).
     The term "Corporation" means Union Carbide Corporation. 
References to the "Corporation's stock" means the Corporation's 
common stock.
The Plan
This Prospectus pertains to 6,000,000 shares of the Corporation's 
common stock registered for sale under the Plan defined below. 
The Corporation has reserved such shares for sale under the Plan 
out of its authorized but unissued common stock or its treasury 
stock.
   It is suggested that this Prospectus be retained for future 
reference.
The following question-and-answer statement defines the Dividend 
Reinvestment and Stock Purchase Plan (the "Plan") of the 
Corporation.
Purpose
1.   What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares 
of the Corporation's stock with a simple and convenient method of 
investing cash dividends and optional cash payments in shares of 
the Corporation's stock without payment of any brokerage 
commission or service charge.
Participating Options
2.   What options are available to participants in the Plan?
As a participant in the Plan:
(a)  You may have cash dividends on all of your shares
     automatically reinvested, and make optional cash purchases
     of not less than $25 each purchase up to a total of $1,000
     in any calendar month.
(b)  You may make optional cash purchases of not less than $25
     each purchase up  to a total of $1,000 in any calendar
     month, whether or not your cash dividends are being
     reinvested.


Advantages
3.   What are the advantages of the Plan?
(a)  No commission or service charge will be paid by you in
     connection with purchases under the Plan.
(b)  Your funds will be fully invested because the Plan permits
     fractions of shares to be credited to your account.
     Dividends on such fractions, as well as on full shares, will
     be reinvested in additional shares and such shares credited
     to your account.
(c)  You will avoid the need for safekeeping of stock
     certificates for shares credited to your account under the
     Plan.
(d)  Regular quarterly statements from the Corporation reflecting
     all current activity in your account, including purchases
     and latest balance, will simplify your recordkeeping.
Administration
4.   Who administers the Plan for participants?
The Corporation, through its Shareholder Services, administers 
the Plan, keeps records, sends statements of account to each 
participant, and performs other duties related to the Plan. The 
Corporation may adopt rules and regulations to facilitate its 
administration of the Plan. The Corporation, through its 
Shareholder Services, also acts as dividend disbursing and 
transfer agent for the Corporation's common stock.
     Shareholder Services may be reached at the address set forth 
at Question 37.
Enrollment
5.   Who is eligible to participate?
If you are a stockholder and have shares registered in your name, 
you are eligible to participate in the Plan. If your stock is 
registered in a name other than your own (e.g., in the name of a 
broker or bank nominee) and you want to participate, you should 
ask the nominee holding your shares for you to make appropriate 
arrangements with the Corporation, or you should become a 
stockholder of record by having a part or all of your shares 
transferred to your own name.
     However, you will not be eligible to participate in the Plan 
if you reside in a jurisdiction in which it is unlawful or unduly 
burdensome for the Corporation to let you participate.
6.   When may an eligible stockholder join the Plan?
As an eligible stockholder, you may join the Plan at any time. 
Your enrollment will become effective as described below at 
Question 11.
7.   How does an eligible stockholder join the Plan?
As a holder of record of the Corporation's stock, you may join 
the Plan by signing an Enrollment Form and returning it to the 
Corporation. Where the stock is registered in more than one name 
(i.e., joint tenants, trustees, etc.), all registered holders 
must sign.
     As a stockholder of record, you may obtain an Enrollment 
Form at any time by writing to the address set forth at Question 
37.
8.   Is partial participation possible under the Plan?
No.  An eligible stockholder may elect to enroll in the Plan 
either all or none of the Corporation's stock registered in his 
name and may reinvest the dividends on all but not less than all 
of the shares that are enrolled in the Plan.
9.   For what options does the Enrollment Form provide?
The Enrollment Form provides for the purchase of additional 
shares of the Corporation's stock through the following 
investment options:
(a)  "Full Dividend Reinvestment" directs the Corporation to
invest in accordance with the Plan all of your cash 
dividends on all of the shares then or subsequently 
registered in your name, and also permits you to make 
optional cash payments for the purchase of additional shares 
in accordance with the Plan.
(b)  "Optional Cash Purchases Only" permits you to make optional
cash payments for the purchase of additional shares in 
accordance with the Plan, without reinvesting dividends on 
those shares held by you outside of the Plan.
     You may select the dividend reinvestment option or the 
optional cash purchase option. However, in all cases, cash 
dividends on all of the shares held by the Corporation for your 
account under the Plan will be reinvested in accordance with the 
Plan, including dividends on such shares purchased with optional 
cash payments.
     The Enrollment Form also appoints the Corporation to be 
agent for you and directs the Corporation to apply cash dividends 
as directed by you, and any optional cash payments you might 
make, to the purchase of shares in accordance with the terms of 
the Plan.
10.  How may a participant change options under the Plan?
As a participant, you may change your investment options at any 
time by requesting a new Enrollment Form and returning it to the 
Corporation at the address set forth at Question 37. (See also 
Questions 7, 9 and 11.)
11.  When does enrollment in the Plan become effective?
Your signed Enrollment Form will be processed as quickly as 
possible after its receipt by the Corporation, and you will be 
sent an Enrollment Confirmation which will confirm the date on 
which your enrollment became effective.
     You may send the Corporation your first optional cash 
purchase order at the same time as you submit your Enrollment 
Form. Optional cash purchase orders so received will be applied 
to the purchase of shares as described at Question 18 below. If 
you wish to begin your participation with a cash purchase on a 
particular Purchase Date, you should be sure that the Corporation 
receives your Enrollment Form and purchase order at least 48 
hours prior to the Purchase Date in question. (See also Question 
20.)
     If you have elected to reinvest dividends on your shares, 
reinvestment of your dividends will take place as follows:
(a)  If your signed Enrollment Form is received by the
     Corporation on or prior to the Record Date for the next 
     dividend payment, reinvestment of your dividends will begin 
     with that payment.
(b)  If your signed Enrollment Form is received by the
     Corporation after the Record Date for the next dividend 
     payment, reinvestment of your dividends will begin with the 
     next following dividend payment.
     (For discussion of Record Dates and Dividend Payment Dates, 
     see Question 12.)
Purchases
12.  When are the Record Dates and Dividend Payment Dates for the
     Corporation's dividends?
You should not assume that the Corporation will always pay 
dividends or pay them in any particular amount.
     For a given dividend, the Corporation will announce the 
Dividend Payment Date and corresponding Record Date before the 
Record Date in question. For the regular quarterly dividends of 
the Corporation, Dividend Payment Dates are ordinarily the first 
business days of March, June, September and December. Record 
Dates for such regular quarterly dividends will ordinarily fall 
between the tenth and fifteenth days of the month preceding the 
corresponding Dividend Payment Date.
     The Corporation currently has no plans to declare any 
special or extraordinary dividends or distributions. However, 
should any such special dividend be declared, the Record Dates 
and Dividend Payment Dates for it will be announced by the 
Corporation, and the amount due on shares enrolled in the Plan 
will be paid to your account under the Plan and invested in 
accordance with the Plan, subject to your right to withdraw at 
any time.
13.  When will shares be purchased under the Plan?
Optional cash payments received by the Corporation will be 
applied to the purchase of shares once each month on the purchase 
date for that month, which will generally be the last business 
day of the month (the "Purchase Date"). (See Question 20.)
     Dividends reinvested under the Plan will be applied to the 
purchase of shares on the dates that the dividends are paid. The 
Dividend Payment Dates for regular quarterly dividends are 
ordinarily the first business days of March, June, September and 
December.
14.  What will be the price of the shares purchased under the 
Plan?
The purchase price per share of shares purchased for you under 
the Plan with your reinvested dividends on any Dividend Payment 
Date will be the average of the high and low sales prices of the 
shares reported as New York Stock Exchange - Composite 
Transactions on that Dividend Payment Date.
     The purchase price per share of shares purchased with 
optional cash payments will be the average of the high and low 
sales prices of the shares reported as New York Stock Exchange -
Composite Transactions on the Purchase Date on which the optional 
cash payments in question are invested.
     If there is no trading in the shares, reported as New York 
Stock Exchange - Composite Transactions, for a substantial amount 
of time on any such Dividend Payment Date or Purchase Date, the 
purchase price per share will be determined by the Corporation on 
the basis of such market quotations, with or without adjustment, 
as it shall deem appropriate. No shares will be sold by the 
Corporation to participants in the Plan at less than the par 
value of such shares.
15.  How many shares will be purchased for participants?
The number of shares purchased for you depends on the amount of 
your dividends or optional cash payments and the purchase price 
per share. Your account will be credited with that number of 
shares, including fractions computed to three decimal places, 
equal to your total amount to be invested divided by the 
applicable purchase price per share. Please note that the Plan is 
designed to sell the appropriate number of shares corresponding 
to particular dollar amounts provided by participants. The 
Corporation will not accept orders to purchase a specific number 
of shares, to purchase at specific prices, or to purchase on days 
other than the next applicable Dividend Payment Date or Purchase 
Date.


16.  Are there any out-of-pocket costs to participants in
     connection with purchases under the Plan?
No. All costs of administration of the Plan are to be paid by the 
Corporation. There are no brokerage fees or commissions on shares 
purchased under the Plan because shares are purchased from the 
Corporation. (You may incur income taxes as a result of 
participation in the Plan as discussed in Question 23.)
17.  Will shares purchased through the Plan earn dividends?
Yes. All shares of record held for your account under the Plan, 
including fractional shares, will be entitled to any dividends 
declared by the Corporation.
     All cash dividends payable on all shares credited to your 
account under the Plan, whether such shares were purchased with 
reinvested dividends or with optional cash payments, will be 
automatically reinvested in additional shares at the market price 
average, as set forth in Question 14.
     Only shares held as of the Record Date for a given dividend 
are entitled to that dividend. Thus shares acquired after the 
Record Date for a given dividend, but before the Dividend Payment 
Date for that dividend, will not be entitled to that particular 
dividend, but will be entitled to any subsequent dividend for 
which they are shares of record. (See also Questions 12 and 21.)
Optional Cash Purchases
18.  How do optional cash purchases work?
Optional cash payments will be applied to the purchase of shares 
once each month, as described at Question 13. Payments received 
from you at least 48 hours prior to a Purchase Date will be 
applied by the Corporation to the purchase of additional shares 
on that Purchase Date. Payments received from you later than 48 
hours prior to a given Purchase Date will be applied to the 
purchase of shares on the next succeeding Purchase Date. 
Purchases made through optional cash payments will be made at the 
market price average as set forth in Question 14. Dividends 
payable on shares purchased with optional cash payments will be 
automatically reinvested in additional shares at the market price 
average as set forth in Question 14.
19.  How are optional cash purchases made?
The option to make cash purchases is available only to those who 
join the Plan by signing an Enrollment Form. You may make your 
initial cash purchase at the same time as you return your 
Enrollment Form, or at a subsequent date.
     Each optional cash payment made by you must be at least $25, 
and such purchases cannot, in any one calendar month, exceed 
$1,000 for any participant. You may make several payments at 
different times to be applied toward the purchase on a given 
Purchase Date. Each cash payment received by the Corporation will 
be acknowledged by a receipt.
     To make a cash purchase, you should write a check or money 
order payable to Union Carbide Corporation and send it to the 
address set forth at Question 37. You need not send the same 
amount of money each time a purchase is made, and there is no 
obligation to make any particular number of purchases.
     Your optional cash payments must be made by check or money 
order payable in United States dollars.
20.  When will optional cash payments received by the Corporation
     be invested?
Optional cash payments received by the Corporation will be 
applied to the purchase of stock once each month on the Purchase 
Date for that month. On a given Purchase Date, the Corporation 
will invest all optional cash payments received at least 48 hours 
before the Purchase Date. No interest will be paid on funds 
received by the Corporation and held prior to their investment.
     To insure that your optional cash payments arrive at least 
48 hours prior to a given Purchase Date, so that a purchase for 
your account will be made on that date, you should mail your 
payment early. You may date your check for no later than two days 
prior to the next Purchase Date, in which case it will be held by 
the Corporation and deposited then.
21.  When will dividends be paid on shares purchased through
     optional cash payments?
Only shares purchased prior to the Record Date for a given 
dividend are entitled to that dividend. The Corporation's regular 
quarterly dividends are ordinarily paid on Dividend Payment Dates 
occurring on the first business days of March, June, September 
and December. The corresponding Record Dates for those dividends 
are ordinarily between the tenth and fifteenth days of February, 
May, August and November, respectively.
     Shares purchased through optional cash payments will be 
entitled to the first dividend paid by the Corporation after the 
first Record Date following the Purchase Date on which the shares 
were purchased. Thus, for example, shares purchased on the 
September 30 or October 31 Purchase Dates usually will be 
entitled to any dividend paid on December 1. Shares purchased on 
the November 30 Purchase Date will not be entitled to the 
December 1 dividend payment, but will be entitled to any dividend 
paid on the following March 1, and so on.
     Please note that cash payments received by the Corporation 
later than 48 hours prior to the Purchase Dates in January, 
April, July or October will be applied to the purchase of shares 
on the Purchase Dates in February, May, August or November, 
respectively. Shares so purchased therefore will not be entitled 
to the regular dividend paid on the Dividend Payment Dates in 
March, June, September and December, respectively, but will be 
entitled to the next dividend thereafter. All dividends earned on 
shares purchased through optional cash payments will be 
automatically reinvested in additional shares. (See Question 17.)
22.  Under what circumstances will optional cash payments be
     returned?
Optional cash payments received by the Corporation will be 
returned to you upon written request received at least 48 hours 
prior to the Purchase Date on which the payments would otherwise 
have been invested.
Taxes
23.  What are the income tax consequences of participation in the
     Plan? 
In the opinion of counsel for the Corporation, participation in 
the Plan should result in the federal income tax consequences 
described below for taxable individuals or entities who are 
citizens or residents of the United States. You are urged to 
consult your own tax advisor to determine the particular tax 
consequences that may result from your participation in the Plan 
and the subsequent disposal by you of shares purchased pursuant 
to the Plan.
     Under the federal tax laws, you will realize taxable 
dividend income on each Dividend Payment Date equal to the fair 
market value of the shares acquired with your reinvested 
dividends on that Dividend Payment Date. That fair market value 
will equal the amount of the cash dividends which otherwise would 
have been paid to you. The purchase price, as used for tax 
purposes, of shares purchased with reinvested dividends will be 
the amount of the reinvested dividends.
     Since shares will be purchased at the fair market value 
computed on the Dividend Payment Date, and not at a discount, no 
additional taxable income will result from the reinvestment of 
any dividend payment. The "fair market value" of shares acquired 
with reinvested dividends, as the term is used in this section 
dealing with taxes, will be the average of the high and low sales 
prices per share, reported as New York Stock Exchange - Composite 
Transactions for the Dividend Payment Date, multiplied by the 
number of shares purchased.
     The purchase price, as used for tax purposes, of shares 
purchased with optional cash payments will be the amount of such 
optional cash payments.
     The holding period for shares acquired with reinvested 
dividends will begin on the day following the Dividend Payment 
Date on which shares were purchased. The holding period for 
shares acquired with optional cash payments will begin on the day 
following the Purchase Date.
     You will not realize any taxable income when you receive a 
certificate for whole shares credited to your account, either 
upon your request for issue to you of a certain number of those 
shares or upon withdrawal from or termination of the Plan. There 
will be no additional taxable income by reason of the Corporation 
bearing the cost of administration of the Plan.
     You may realize a gain or loss when shares are sold or 
exchanged, whether such sale or exchange is pursuant to your 
request to withdraw from the Plan (see Question 28) or takes 
place after withdrawal from or termination of the Plan. You may 
also realize a gain or loss if you withdraw from the Plan and 
receive a cash payment for a fraction of a share credited to your 
account. The amount of such gain or loss will be the difference 
between the amount you receive for the shares or fraction of a 
share and the purchase price of the shares, as the purchase price 
is defined above for tax purposes.
24.  How are income tax withholding provisions applied to
     participants in the Plan?
If you are a stockholder whose dividends are subject to United 
States income tax withholding, the amount of the tax to be 
withheld will be deducted from the amount of dividends to 
determine the amount of dividends to be reinvested.
Reports to Participants
25.  What kinds of reports will be sent to participants in the
     Plan?
As soon as practical after each Dividend Payment Date, a 
quarterly statement of account will be mailed to you by the 
Corporation. These statements are your continuing record of 
current activity plus the cost of your purchases and should be 
retained for tax purposes. In addition, you will be sent copies 
of other communications sent to holders of the Corporation's 
stock, including the Corporation's interim reports, annual 
report, the notice of annual meeting, proxy statement, and the 
information you will need for reporting your dividend income for 
federal income tax purposes.
Certificates for Shares
26.  Will certificates be issued for shares purchased?
Only if you request them. Shares purchased through the Plan will 
be credited to your account under your name, but they will not be 
registered in your name. Certificates will not be issued to you 
for shares credited to your account unless you request the 
Corporation in writing to do so or unless your account is 
terminated. The number of shares credited to your account under 
the Plan will be shown on the quarterly statement of your 
account. This service eliminates the need for safekeeping by you 
to protect against loss, theft or destruction of stock 
certificates.
     At any time, you may request in writing that the Corporation 
send you a certificate for all or part of the whole shares 
credited to your account. The request should be mailed to the 
address set forth at Question 37. A certificate will be issued 
within ten business days after receipt of your request, except as 
provided at Question 29.
     Any remaining whole shares and fraction of a share will 
continue to be credited to your account.
     Shares credited to your account under the Plan may not be 
pledged or assigned and any purported pledge or assignment shall 
be void. If you want to pledge or assign shares enrolled in the 
Plan, you must request that a certificate for such shares be 
issued in your name.
     Certificates for fractional shares will not be issued under 
any circumstances.
27.  In whose name will certificates be registered when issued to
     participants?
Accounts under the Plan are maintained in the name in which your 
securities are registered at the time you enter the Plan. 
Consequently, certificates for whole shares purchased under the 
Plan will be similarly registered when issued to you upon your 
request. Should you want these shares registered and issued in a 
different name, you must so indicate in a written request. This 
would constitute reregistration, and you would be responsible for 
any transfer taxes that may be due and for compliance with any 
applicable transfer requirements.
Termination of Participation
28.  How does a participant terminate participation in the Plan?
In order to terminate participation in the Plan, you must notify 
the Corporation in writing that you wish to do so. Such notice 
should be sent to the address set forth at Question 37. You may 
also notify the Corporation by facsimile transmission at the 
number set forth at Question 37.
     Upon termination, you may elect to receive:
     (a)  stock certificates for full shares held for your
          account in the Plan, plus a check for the proceeds from
          the sale of any fractional share; or
     (b)  a check for the proceeds from the sale of all shares
          held for your account, including any fractional share.
     The sale proceeds of any sale of your shares, including any 
fractional share, will be net of any brokerage fees or 
commissions and any applicable transfer tax. The sale will be 
made by the Corporation for your account, at market, within ten 
business days after receipt of your request, except as provided 
at Question 29.
     Please note that if you sell or otherwise transfer shares 
enrolled in the Plan but not held in your Plan account by the 
Corporation, participation in the Plan for those shares will 
terminate. However, any shares held in your Plan account will 
continue to participate until you terminate their participation 
and receive either a stock certificate or a check, as explained 
above.
29.  When may a participant terminate participation in the Plan?
You may request termination of your participation in the Plan at 
any time.  However, you should allow for several weeks from the 
time you request termination until you receive a certificate for 
your shares held in the Plan, or a check for the proceeds of 
their sale, as described in Question 28.
     Any optional cash payment sent to the Corporation prior to a 
request for termination will be invested prior to termination 
unless return of the amount is expressly requested in the request 
for termination and the request for termination is received at 
least 48 hours prior to the Purchase Date on which the payments 
would otherwise have been invested.
     If a request to terminate is received on or after the Record 
Date for a dividend, termination will not take place until after 
the corresponding Dividend Payment Date. Any cash dividend paid 
on that Dividend Payment Date will be reinvested for your 
account. The request for termination will then be processed as 
promptly as possible following such Dividend Payment Date.
     All subsequent dividends will be paid to you by check unless 
you re-enroll in the Plan, which you may do at any time.


Other Information
30.  What happens when a participant sells or transfers all of
     the shares registered in his name?
If you dispose of all the shares registered in your name, the 
Corporation will continue to reinvest any dividends received 
after your disposition of shares (for example, if the shares are 
disposed of after the Record Date and before the Dividend Payment 
Date), subject to your right to withdraw from the Plan at any 
time.
31.  What happens when a participant sells or transfers some but
     not all of the shares registered in his name?
If you have elected the "Dividend Reinvestment" option described 
at Question 9, and you dispose of a portion of the shares 
registered in your name, then the Corporation will continue to 
reinvest the dividends on the remainder of the shares which are 
registered in your name and enrolled in the Plan.
32.  If the Corporation has a rights offering, how will the
      rights on the Plan shares be handled?
If you are entitled to participate in a rights offering, your 
entitlement will be based upon your total holdings of whole 
shares, including whole shares credited to your account under the 
Plan. Rights certificates will not be issued for fractional 
shares.
33.  What happens if the Corporation issues a dividend payable in
     stock or declares a stock split?
Any dividend payable in stock or split shares distributed by the 
Corporation on shares credited to your account under the Plan 
will be added to your account.
     Stock dividends or split shares distributed on shares 
registered in your name will be mailed directly to you in the 
same manner as to stockholders who are not participating in the 
Plan.
34.  How will a participant's shares held by the Corporation be
     voted at stockholders' meetings?
Shares held by the Corporation for you will be voted as you 
direct.
     A proxy card will be sent to you in connection with any 
annual or special meeting of stockholders, as in the case of 
stockholders not participating in the Plan.
This proxy will apply to all whole shares registered in your own 
name, if any, as well as to all whole shares credited to your 
account under the Plan and, if properly signed, will be voted in 
accordance with the instructions that you give on the proxy card.
     As in the case of non-participating stockholders, if no 
instructions are indicated on a properly signed and returned 
proxy card, all of your whole shares - those registered in your 
name, if any, and those credited to your account under the Plan -
will be voted in accordance with the recommendations of the 
Corporation's management. If the proxy card is not returned or is 
returned unsigned, your shares will be voted only if you or a 
duly appointed representative vote in person at the meeting.
35.  What are the responsibilities of the Corporation under the
     Plan? 
The Corporation will not be liable under the Plan for any act 
done in good faith or for any good faith omission to act, 
including, without limitation, any claim of liability arising out 
of failure to terminate your account upon your death or 
fluctuation in market value of the Corporation's stock.
     You should not assume that the Corporation will always pay 
dividends or pay them in any particular amount.
     You should recognize that the Corporation cannot assure you 
of a profit or protect you against a loss on the shares purchased 
by you under the Plan.
36.  May the Plan be changed or discontinued?
Notwithstanding any other provisions of the Plan, the Board of 
Directors of the Corporation or any committee thereof reserves 
the right to amend, modify, suspend or terminate the Plan at any 
time, including the period between a Record Date and a Dividend 
Payment Date. Notice of any material amendment or modification, 
or of any suspension or termination, will be mailed to all 
participants.
     Upon a termination of the Plan, any uninvested optional cash 
payments will be returned, a certificate for whole shares 
credited to your account under the Plan will be issued, and a 
cash payment will be made for any fraction of a share credited to 
your account. Such cash payment will be based on the closing 
price of the Corporation's stock reported as New York Stock 
Exchange - Composite Transactions for such date or dates as are 
set forth in the notice of termination.
     The Corporation reserves the right to terminate the 
participation of any participant who, in the Corporation's 
opinion, is abusing the Plan or causing undue expense.
37.  How may stockholders obtain answers to other questions
     regarding the Plan?
Write to:  Union Carbide Corporation, Dividend Reinvestment, 
Shareholder Services, G-1, 39 Old Ridgebury Road, Danbury, 
Connecticut 06817-0001. Shareholder Services may be reached by 
telephone at 203-794-2212 or facsimile at 203-794-3357.
Use of Proceeds
The Corporation does not know either the number of shares that 
will ultimately be purchased under the Plan or the prices at 
which such shares will be sold. The Corporation intends to use 
the proceeds it receives from sales of shares for general 
corporate purposes, including capital expenditures and repayment 
of debt. The Corporation is unable to estimate the amount of the 
proceeds that will be devoted to any specific purposes.
Experts
The financial statements and related schedules included or 
incorporated by reference in the Corporation's Annual Report on 
Form 10-K have been examined by KPMG Peat Marwick, independent 
auditors, and Price Waterhouse, independent accountants, to the 
extent and for the periods indicated in their reports included 
therein and are incorporated by reference in this Prospectus in 
reliance upon the authority of said firm as experts in accounting 
and auditing.




                        EXPLANATORY NOTE



     For purposes of this Post-Effective Amendment No. 3 to Form 
S-3 Registration Statement No. 33-26185 (the "Registration 
Statement"), the term "Corporation" or "Pre-Merger UCC" 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 "Corporation" or "Post-
Merger UCC" shall mean the surviving company, UCC&P, which is 
known as Union Carbide Corporation.

     Pursuant to Rule 414(d) under the Securities Act of 1933 
("Rule 414(d)"), Post-Merger UCC hereby expressly adopts as its 
own, for all purposes of the Securities Act of 1933 and the 
Securities Exchange Act of 1934, this Registration Statement 
applicable to the Union Carbide Corporation Dividend Reinvestment 
and Stock Purchase Plan (the "Plan") previously filed by Pre-
Merger UCC.

     This Post-Effective Amendment No. 3 also relates to 
Registration Statements Nos. 2-91919 and 33-5161 which are also 
expressly adopted by Post-Merger UCC as its own pursuant to Rule 
414(d).






                             PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

     Inapplicable.

Item 15.  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 Corporation, 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 Corporation absent a court determination 
that the person is fairly and reasonably entitled to indemnity.

     Notwithstanding the failure of the Corporation 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 
any 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 Corporation'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 Corporation or to 
other organizations at the Corporation's request.

     The Corporation has entered into indemnity agreements with 
each of its directors and officers which require the Corporation, 
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 Corporation, 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 Corporation to include in its certificate of incorporation 
provisions eliminating the personal liability of directors to the 
Corporation 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 Corporation contains a provision eliminating 
the personal liability of its directors to the Corporation and 
its shareholder except to the extent such liability may not be 
eliminated by law.

     The Corporation 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 Corporation.

Item 16.  Exhibits.

     4.1  Description of the rights of holders of the
          Corporation's capital stock (incorporated herein by
          reference to Exhibit 4.1 to Post-Effective Amendment 
          No. 2 to the Corporation's Registration Statement on 
          Form S-3, File No. 33-26185).

     4.2  Form of Amended and Restated Rights
          Agreement, dated as of July 26, 1989, and amended and 
          restated as of May 27, 1992, between the Corporation 
          and Chemical Bank (incorporated herein by reference to 
          Exhibit 4.2 to Post-Effective Amendment No. 2 to the 
          Corporation's Registration Statement on Form S-3, File 
          No. 33-26185).

     5    Opinion of Kelley Drye & Warren, Counsel to the
          Corporation.

     23.1 Consent of KPMG Peat Marwick, independent auditors.

     23.2 Consent of Price Waterhouse, independent accountants.

     23.3 Consent of Counsel (included in Exhibit 5).

     23.4 Consent of Kelley Drye & Warren, Tax Counsel to the
          Corporation

     24   Power of Attorney (included on the signature pages
          hereof).

Item 17.  Undertakings.

          The undersigned registrant 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 of 1933 (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;

(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 Corporation pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 (the "Exchange 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 
registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Exchange Act, that is incorporated by reference in 
this Registration Statement, shall be deemed to be a new 
registration statement relating to the securities offered herein, 
and the offering of such securities at that time shall be deemed 
to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
provisions described in Item 15 above, or otherwise, the 
registrant has been advised that in the opinion of the Securities 
and Exchange Commission ("SEC") 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 registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant 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 registrant 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, Union Carbide Corporation certifies that it has reasonable 
grounds to believe that it meets all of the requirements for 
filing on Form S-3 and has duly caused this Post-Effective 
Amendment No. 3 to the Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City 
of Danbury, State of Connecticut on the 2nd day of May, 1994.

                                UNION CARBIDE CORPORATION


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



                        POWER OF ATTORNEY

          Each person whose signature appears below appoints each 
of Robert D. Kennedy, John K. Wulff or Gilbert E. Playford his 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, to sign and file with the SEC any further 
amendments to the Registration Statement of which this forms a 
part (including post-effective amendments) and to file with the 
SEC one or more supplements to any prospectus included in any of 
the foregoing, and generally to do anything else necessary or 
proper in connection therewith.

          Pursuant to the requirements of the Securities Act of 
1933, this Post-Effective Amendment No. 3 to the Registration 
Statement has been signed below by the following persons in the 
capacities and on the dates indicated.

    Signature                 Title                   Date



ROBERT D. KENNEDY          Director, Chairman       May 2, 1994
                           of the Board and Chief
                           Executive Officer
                           (Principal Executive
                           Officer)


GILBERT E. PLAYFORD        Vice-President           May 2, 1994
                           (Principal Financial
                           Officer)



JOHN K. WULFF              Vice-President,          May 2, 1994
                           Controller (Principal
                           Accounting Officer)



JOHN J. CREEDON            Director                 May 2, 1994



C. FRED FETTEROLF          Director                 May 2, 1994



JOSEPH E. GEOGHAN          Director                 May 2, 1994



RAINER E. GUT              Director                 May 2, 1994


JAMES M. HESTER            Director                 May 2, 1994



WILLIAM H. JOYCE           Director                 May 2, 1994



RONALD L. KUEHN, JR.       Director                 May 2, 1994



C. PETER McCOLOUGH         Director                 May 2, 1994



ROZANNE L. RIDGWAY         Director                 May 2, 1994



WILLIAM S. SNEATH          Director                 May 2, 1994




                          EXHIBIT INDEX

                                                  Sequential
Exhibit                                            Page No. 

4.1       Description of the rights of holders    Incorporated by
          of the Corporation's capital stock      reference
          (incorporated herein by reference to
          Exhibit 4.1 to Post-Effective
          Amendment No. 2 to the Corporation's
          Registration Statement on Form S-3,
          File No. 33-26185).

4.2       Form of Amended and Restated Rights     Incorporated by
          Agreement, dated as of July 26, 1989,   reference
          and amended and restated as of May 27,
          1992, between the Corporation and
          Chemical Bank (incorporated herein by
          reference to Exhibit 4.2 to
          Post-Effective Amendment No. 2 to the
          Corporation's Registration Statement
          on Form S-3, File No. 33-26185).

5         Opinion of Kelley Drye & Warren, Counsel
          to the Corporation.

23.1      Consent of KPMG Peat Marwick, independent
          auditors.

23.2      Consent of Price Waterhouse, independent
          accountants.

23.3      Consent of Counsel (included in
          Exhibit 5).

23.4      Consent of Kelley Drye & Warren, Tax
          Counsel to the Corporation

24        Power of Attorney (included on the
          signature pages hereof).

EX-5

                                                     Exhibit 5









                                           May 2, 1994





Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001

         Re:  Post-Effective Amendment No. 3 to 
              Registration Statement No. 33-26185
              on Form S-3 for the Dividend Reinvestment 
              and Stock Purchase Plan                  

Dear Sirs:

         Please refer to Post-Effective Amendment No. 3 to 
Registration Statement No. 33-26185 on Form S-3 (the 
"Registration Statement") under the Securities Act of 1933, as 
amended, to be filed with the Securities and Exchange Commission 
by Union Carbide Corporation (the "Corporation") relating to 
shares of common stock, $1.00 par value per share (the "Common 
Stock"), of the Corporation offered for sale pursuant to the 
Dividend Reinvestment and Stock Purchase Plan (the "Plan").

         We have examined and are familiar with originals or 
copies, certified or otherwise identified to our satisfaction, of 
such documents, corporate records, certificates of public 
officials and officers of the Corporation and such other 
instruments as we have deemed necessary or appropriate as a basis 
for the opinions expressed below.

         Based upon the foregoing, we are of the opinion that:

         1.     The Corporation has been duly organized and is 
validly existing under the laws of the State of New York.


         2.     The Plan has been duly adopted by the Board of 
Directors of the Corporation.

         3.     The shares of Common Stock of the Corporation to 
which the Registration Statement relates have been duly 
authorized and reserved for issuance pursuant to the Plan and , 
when issued and sold pursuant to the Plan, will be legally 
issued, fully paid and non-assessable.

         We hereby consent to the use of this opinion as 
Exhibit 5 to the Registration Statement.

                                           Very truly yours,



                                           KELLEY DRYE & WARREN

EX-23.1

                                                     Exhibit 23.1








                 Consent of Independent Auditors



The Board of Directors of
Union Carbide Corporation



We consent to the incorporation by reference in this Registration 
Statement on Form S-3 of Union Carbide Corporation of our reports 
on Union Carbide Corporation included and incorporated by 
reference in the Annual Report on Form 10-K of Union Carbide 
Corporation for the year ended December 31, 1993.  Our reports 
refer to changes in accounting principles as described in Note 1 
to the consolidated financial statements.

We also consent to the reference to our Firm under the heading 
"Experts" in the Prospectus.







Stamford, Connecticut                  KPMG PEAT MARWICK
May 2, 1994

EX-23.2

                                                     Exhibit 23.2








                  Consent of Independent Accountants






We hereby consent to the incorporation by reference in the 
Prospectus constituting part of this Post-Effective Amendment No. 
3 to Registration Statement on Form S-3 (No. 33-26185) of our 
report dated January 26, 1994 relating to the consolidated 
financial statements of UOP and its subsidiaries, which appears 
on page 17 of Union Carbide Corporation's Annual Report on Form 
10-K for the year ended December 31, 1993.  We also consent to 
the reference to us under the heading "Experts" in such 
Prospectus.





Price Waterhouse



Chicago, Illinois
April 28, 1994

EX-23.4

                                                     Exhibit 23.4








            CONSENT OF TAX COUNSEL TO THE CORPORATION






         We consent to the reference to our opinion as to tax 
consequences of participation in the Plan under Question 23 of 
the Prospectus.



                                       Very truly yours,




                                       KELLEY DRYE & WARREN  



101 Park Avenue
New York, New York 10178
May 2, 1994