UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D C  20549
                               FORM 10-Q/A No. 1



(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995

                                      OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from                to               


Commission File Number 1-1463


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


            New York                                           13-1421730    
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)


 39 Old Ridgebury Road,  Danbury, CT                           06817-0001
(Address of principal executive offices)                       (Zip Code)


                                 203-794-2000                    
               Registrant's telephone number, including area code


                                                                           
             (Former name, former address and former fiscal year,
                        if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.        Yes    X    No ______


Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

           Class                                  Outstanding at July 31, 1995
Common Stock, $1 par value                             135,714,739 shares


              Total number of sequentially numbered pages in this filing,
                including exhibits thereto:  7
















The undersigned registrant hereby amends "Note 6. - Commitments and 
Contingencies" in Financial Statements - Notes to Condensed Consolidated 
Financial Statements - Union Carbide Corporation and Subsidiaries, and 
"Results of Operations" in Discussion and Analysis of Results of Operations 
and Financial Condition, in Part I of the Quarterly Report on Form 10-Q for 
the quarter ended June 30, 1995.





                                 SIGNATURE



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.


                                                 UNION CARBIDE CORPORATION
                                                       (Registrant)




Date:  October 5, 1995                       By:        /s/John K. Wulff      
                                                        JOHN K. WULFF
                                                 Vice-President, Controller
                                                  and Principal Accounting
                                                           Officer



                    UNION CARBIDE CORPORATION AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.  Commitments and Contingencies

The corporation has entered into 3 major agreements for the purchase of 
ethylene-related products and 3 other purchase agreements in the U.S. and 
Canada.  The net present value of the fixed and determinable portion of 
these obligations at June 30, 1995 totaled $407 million.

The corporation is subject to loss contingencies resulting from 
environmental laws and regulations, which include obligations to remove or 
mitigate the effects on the environment of the disposal or release of 
certain wastes and substances at various sites.  The corporation has 
established accruals in current dollars for those hazardous waste sites 
where it is probable that a loss has been incurred and the amount of the 
loss can be reasonably estimated.  The reliability and precision of the 
loss estimates are affected by numerous factors, such as different stages 
of site evaluation, the allocation of responsibility among potentially 
responsible parties and the assertion of additional claims.  The 
corporation adjusts its accruals as new remediation requirements are 
defined, as information becomes available permitting reasonable estimates 
to be made, and to reflect new and changing facts.

At June 30, 1995, the corporation had established environmental 
remediation accruals in the amount of $309 million.  These accruals have 
two components, estimated future expenditures for site 
investigation/cleanup and estimated expenditures for closure/postclosure 
activities.  In addition, the corporation had environmental loss 
contingencies of $181 million.

The corporation has sole responsibility for the remediation of 
approximately half of its environmental sites.  These sites are well 
advanced in the investigation/cleanup stage.  The corporation's 
environmental accruals at June 30, 1995 included $243 million for these 
sites, of which $104 million was for estimated future expenditures for 
site investigation/cleanup and $139 million was for estimated future 
expenditures for closure/postclosure activities.  In addition, $83 million 
of the corporation's environmental loss contingencies related to these 
sites.  The site with the largest total potential cost to the corporation 
is a non-operating site.  Of the above accruals, this site accounted for 
$48 million, of which $26 million was for estimated future expenditures 
for site investigation/cleanup and $22 million was for estimated future 
expenditures for closure/postclosure activities.  In addition, $27 million 
of the above environmental loss contingencies related to this site.

The corporation does not have sole responsibility at the remainder of its 
environmental sites.  All of these sites are in the investigation/cleanup 
stage.  The corporation's environmental accruals at June 30, 1995 included 
$66 million for estimated future expenditures for site 
investigation/cleanup at these sites.  In addition, $98 million of the 
corporation's environmental loss contingencies related to these sites.  
The largest of these sites is also a non-operating site.  Of the above 
accruals, this site accounted for $21 million for estimated future 
expenditures for site investigation/cleanup.  In addition, $17 million of 
the above environmental loss contingencies related to this site.



In 1994 worldwide expenses of continuing operations related to 
environmental protection for compliance with Federal, state and local laws 
regulating solid and hazardous wastes and discharge of materials to air 
and water, as well as for waste site remedial activities, totaled $153 
million.  Expenses in 1993 and 1992 were $149 million and $150 million, 
respectively.  While estimates of the costs of environmental protection 
for 1995 are necessarily imprecise, the corporation estimates that the 
level of these expenses will not change materially.

The corporation had additional contingent obligations at June 30, 1995 of 
$94 million, principally related to obligations assumed by purchasers of 
UCC facilities for which UCC is primarily liable, litigation, discounted 
receivables from customers, guarantees of debt and performance agreements.

See Note 16 of Notes to Financial Statements in the corporation's 1994 
Annual Report to Stockholders for information with respect to matters and 
proceedings arising from or related to the December 3, 1984 methyl 
isocyanate incident at the plant at Bhopal, India, owned and operated by 
Union Carbide India Ltd.

The corporation is one of a number of defendants named in approximately 
4,472 lawsuits, some of which have more than one plaintiff, involving 
silicone gel breast implants.  The corporation was not a manufacturer of 
breast implants but did supply generic bulk silicone materials to the 
industry.  Also, in 1990 the corporation acquired and in 1992 divested the 
stock of a small specialty silicones company which, among other things, 
supplied silicone gel intermediates and silicone dispersions for breast 
implants.  In 1993, most of the suits that were brought in Federal courts 
were consolidated for pre-trial purposes in the United States District 
Court, Northern District of Alabama.  In 1994, the corporation provisionally 
joined a multi-billion dollar settlement of the claims consolidated in that 
Court, under which Union Carbide's contribution would be $138 million over 
the next several years.

Claimants were entitled to submit claims or to opt out of the settlement.  
The settlement provided for a schedule of specific payments to current 
claimants, based upon the nature of their claimed injuries, which payments 
would be reduced in the event current claims submitted exceeded the 
aggregate of $1.2 billion dollars allocated to those claims.  If the 
schedule of payments were reduced, those who have filed claims would be 
given an additional opportunity to opt out.  The corporation, as well as the 
other companies which are parties to the agreement have the right to 
withdraw from the settlement if, among other factors, in their individual 
judgment, the number of claimants opting out is too large.

Based upon a sampling of claims filed, the Court determined that the total 
amount of current claims likely to be approved for payment would 
substantially exceed the $1.2 billion designated under the original 
settlement schedule.  Consequently, the defendants and the Plaintiffs' 
Negotiating Committee, at the request of the Court, have been negotiating to 
reconsider the structure and funding of the settlement.  Recently, 
negotiators for certain manufacturers reached preliminary agreement on a
revised settlement agreement, subject to appropriate corporate approvals. 
The corporation is not a party to the proposed agreement but continues to 
negotiate with the Plaintiffs' Negotiating Committee.  At this time it is not
possible to predict whether the corporation will choose to participate in a
revised settlement agreement.  Dow Corning Corporation, the largest
contributor to the original settlement, has sought protection under Chapter
11 of the United States Bankruptcy Code.  It is too early to assess the
effect of Dow Corning's bankruptcy petition on the settlement.  The 
corporation has previously recorded a liability for $138 million, and an 
insurance recovery receivable of $103 million, resulting in a net before-tax
charge of $35 million for this litigation.  Although insurance coverage is 
subject to issues as to scope and application of policies, retention limits,
exclusions and policy limits, and the insurers have reserved their right to 
deny coverage, the corporation believes that after probable insurance
recoveries neither the settlement, the lack of a settlement, nor litigation 
outside the settlement will have a material adverse effect on the 
consolidated financial position of the corporation.

In addition to the above, the corporation and its consolidated subsidiaries 
are involved in a number of legal proceedings and claims with both private 
and governmental parties.  These cover a wide range of matters including, 
but not limited to: product liability; governmental regulatory proceedings; 
health, safety and environmental matters; employment; patents; contracts 
and taxes.  In some of these legal proceedings and claims, the cost of 
remedies that may be sought or damages claimed is substantial.

While it is impossible at this time to determine with certainty the 
ultimate outcome of any legal proceedings and claims referred to in this 
note, management believes that adequate provisions have been made for 
probable losses with respect thereto and that such ultimate outcome, after 
provisions therefor, will not have a material adverse effect on the 
consolidated financial position of the corporation but could have a 
material effect on consolidated results of operations in a given quarter 
or year.  Should any losses be sustained in connection with any of such 
legal proceedings and claims, in excess of provisions therefor, they will 
be charged to income in the future.


              DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                          AND FINANCIAL CONDITION

Results of Operations

Sales increased over 30 percent in the second quarter of 1995 as well as for 
the first six months of the current year over the same periods in 1994.  
Prices for most of the corporation's product lines increased on a quarter-to-
quarter and six month basis.

The corporation's variable margin for the second quarter of 1995 was 
46.2 percent, compared to 45.2 percent in the second quarter of 1994.  For the 
six month period ending June 30, 1995 variable margin was 48.0 percent as 
opposed to 45.9 percent in the same period last year.  Gross margin for 1995 
continued to rise dramatically over 1994, with the second quarter being 
28.4 percent (23.0 percent in second quarter, 1994) and the six month gross 
margin, 29.8 percent (23.5 percent through six months of 1994).  Fixed 
manufacturing and distribution costs increased 5 percent versus the prior year 
quarter and six month periods due to the acquisition of ICI's ethylene oxide 
derivative businesses, increased employee profit sharing expense and expenses 
associated with increased capital spending.

Selling, administrative and other expenses rose 15 percent in the second 
quarter of 1995 versus the same period in 1994 and for the six month period in 
1995 was running 10 percent over 1994.  Additional expenses for employee 
profit sharing, the increased U.S. dollar equivalent cost of international 
overhead and administrative costs associated with new ventures caused this 
increase in the current quarter and six month period.

During the first quarter of 1995, the corporation reduced the depreciable 
lives of certain computer equipment resulting in a non-recurring increase in 
depreciation expense of $12 million.  Depreciation in the second quarter of 
1995 rose $5 million over the same period last year as a result of increased 
plant and equipment.

Partnership income more than doubled in the second quarter of 1995 versus the 
comparable quarter in 1994, nearly doubling for the six months of 1995 over 
last year.  UOP and Petromont continue to perform well on a quarter to quarter 
and six month basis.

Other expense (income) - net for the first half of 1995 included the following 
items: a $220 million gain on the corporation's reduction of its equity 
interest in UCAR and a non-cash charge of $191 million for future lease 
payments on unused office space primarily at the corporation's Danbury 
headquarters.  The undiscounted charge, similar to the one taken in 1991 for 
$27 million, reflects the cost of unused office space over the remaining term 
of the lease which runs to 2006, less anticipated sublease income.  Included 
in the first half of 1994 were a $24 million charge for the writeoff of the 
corporation's investment in India and associated costs, a $12 million loss on 
the proposed sale of the corporation's uranium mill and certain uranium mines 
to Energy Fuels, Ltd. and a $24 million gain on the sale of the corporation's 
preferred stock investment in OSi Specialties, Inc.

Interest expense increased $5 million in the first half of 1995 when compared 
to the same period last year reflecting higher interest rates and increased 
borrowings.


During the second quarter of 1995 earnings from the corporation's investments 
carried at equity contained the first 2 month's contribution of Polimeri 
Europa, the newly formed Italian joint venture.  This contribution more than 
offset the absence of earnings from UCAR.

The corporation regularly reviews its assets with the objective of maximizing 
the deployment of resources in core operations.  In this regard, UCC continues 
to consider strategies and/or transactions with respect to certain noncore 
assets and other assets not essential to the operation of the business that, 
if implemented, could result in material nonrecurring gains or losses.

Estimates of future expenses related to environmental protection for 
compliance with Federal, state and local laws regulating solid and hazardous 
wastes and discharge of materials to air and water, as well as for waste site 
remedial activities, and of future capital expenditures relating to 
environmental protection, have not changed materially since December 31, 1994.  
The reliability and precision of the loss estimates are affected by numerous 
factors, such as different stages of site evaluation, the allocation of 
responsibility among potentially responsible parties and the assertion of 
additional claims.  The corporation's environmental exposures are discussed in 
more detail in the Commitments and Contingencies footnote to the financial 
statements on pages 9 through 11 of this report on Form 10-Q.

The corporation has provisionally joined the multi-billion dollar silicone 
breast implant litigation settlement agreement, which is currently being 
renegotiated.  This litigation is discussed in more detail in the "Commitments 
and Contingencies" footnote to the financial statements on pages 9 through 11 
of this report on Form 10-Q.

In March 1995 the Financial Accounting Standards Board issued Financial 
Accounting Standard ("FAS") 121, "Accounting for the Impairment of Long-Lived 
Assets and for Long-Lived Assets to Be Disposed Of."  FAS 121 is effective for 
financial statements beginning after December 15, 1995.  The corporation does 
not expect the adoption of FAS 121 to have a material adverse effect on the 
consolidated financial position of the corporation or the consolidated results 
of operations in the period of adoption.


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