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)
                         November 16, 1994



                      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 Union Carbide Corporation press release dated
         November 16, 1994 accompanying this report as Exhibit 99.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits.

              99.  Press release, dated November 16, 1994.















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:  November 16,1994



                                        UNION CARBIDE CORPORATION





                                        By     J. MACDONALD       
                                               J. Macdonald
                                               Assistant Secretary








                             EXHIBIT INDEX



Exhibit

99.       Press Release, dated November 16, 1994.


- - - 3 -

EX-99

                                                                  Exhibit 99


UNION CARBIDE NEWS RELEASE

CONTACT:  Tomm F. Sprick  or  Stephen A. Schwarzman
          Union Carbide       The Blackstone Group
          (203) 794-6992      (212) 836-9823


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

   Union Carbide To Retain 25 Percent Equity Ownership
         In Corporate Partnership With Blackstone


     DANBURY, Conn., Nov. 16 -- Union Carbide Corporation (UCC) and Mitsubishi 
Corporation of Japan today announced that they have reached an agreement for 
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.  The transaction values the 
current equity of UCAR at $820 million.  Including the refinancing of UCAR's 
existing debt, the total value of the transaction is approximately $1.1 
billion.
     UCAR is currently owned in a 50-50 joint venture by UCC and Mitsubishi.  
UCC will receive $346.5 million in cash proceeds and will retain a 25 percent 
equity interest in UCAR.  UCAR will redeem for $406 million in cash all of the 
shares owned by Mitsubishi, which purchased 50 percent interest in UCAR in 
1991.
     UCAR International is the largest manufacturer of graphite and carbon 
electrodes in the world.  It sells products in more than 65 countries and has 
manufacturing facilities on four continents.  The company's products are used 
primarily in the production of steel in electric arc furnaces, the steel-
making technology used by virtually all mini-mills, as well as for certain 
other high temperature applications.  UCAR also manufactures other graphite 
and carbon products and water spray cooling systems.
     The transaction, which will result in a significant, nonrecurring gain 
for Union Carbide, is expected to be completed by the end of January 1995.  
Chemical Banking Corp. will provide and arrange all of the debt required to 
finance the recapitalization.  The closing is subject to customary conditions 
for transactions of this nature.  This is one of only a few billion-dollar-
plus leveraged transactions announced in 1994.
                            - MORE -
1994
P-4-05-016


                                                                Page 2
                                                                  of 2

     "UCAR is a fine business and we think it will do well as an independent 
company in a corporate partnership with Blackstone," said Union Carbide 
Chairman Robert D. Kennedy.  "We have had a long business relationship with 
Blackstone and are pleased to be able to retain a 25 percent equity interest 
in UCAR.  We also look forward to continuing to work in other areas with our 
partners from Mitsubishi, with whom we have an excellent relationship."  He 
added that the sale of a part of Union Carbide's interest is in line with its 
strategy of reducing emphasis on noncore businesses.
	Peter G. Peterson, Chairman of The Blackstone Group, said, "We are 
enthusiastic about making an investment in UCAR, a company with the leading 
position in its industry and an excellent management team that has positioned 
it for future profitability and growth.  We have worked closely in the past 
with Bob Kennedy and Bob Krass (CEO of UCAR) and have the kind of mutual trust 
and confidence that is so critical in these corporate partnership 
investments."
	As a result of this agreement, Union Carbide and Mitsubishi will not 
proceed with the previously announced potential initial public offering of 
UCAR shares.
     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 $4.6 billion in 1993.
     The Blackstone Group is a private investment bank based in New York.  It 
was founded in 1985 by Peter G. Peterson and its current CEO and President, 
Stephen A. Schwarzman.  Blackstone's main businesses include strictly friendly 
principal investments, mergers and acquisitions, advisory services to major 
corporate clients, asset management and restructuring advisory services.  
Blackstone Capital Partners II Merchant Banking Fund L.P., the firm's 
principal investment vehicle, has approximately $1.3 billion of capital and 
was the largest fund of its type raised in 1993.  A primary thrust of 
Blackstone's strategy has been to invest in private equity situations in 
partnership with major corporations.  Previous Blackstone corporate 
partnership investments have been with Aon, CNA, EDS, Mitsubishi, Time Warner, 
Union Pacific, and USX.
                             - END -