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)
                              December 8, 1998



                           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 December 8,
         1998 accompanying this report as Exhibit 99.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits.

              99.  Press release, December 8, 1998.






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:  December 8, 1998



                                        UNION CARBIDE CORPORATION



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





                             EXHIBIT INDEX



Exhibit

99.  Press release, dated December 8, 1998.

EX-99

                                                                   Exhibit 99






UNION CARBIDE
NEWS RELEASE


CONTACT:    David N. Kernis
            (203) 794-6929


                    UNION CARBIDE COMMENTS ON 4th QUARTER

      DANBURY, Conn. Dec. 8 -- Union Carbide Corporation today reported that 
fourth quarter operating earnings would decline more than anticipated by the 
company at the time of its prior quarter earnings announcement.  Although 
reported fourth quarter 1998 earnings are likely to meet the current median 
analysts' projection of $0.31 per diluted share, the quarter will be impacted 
substantially by a gain from the proceeds of a litigation settlement in 
connection with the company's UNIPOL Systems business and by several projects 
unfavorably affecting operating earnings.
      Union Carbide Vice President and Chief Financial Officer John K. Wulff 
made the assessment at a conference today of chemical security analysts in New 
York, noting that weak chemical markets, particularly in Asia, continued to 
depress operating earnings.
      He said fourth quarter earnings have also been hurt by unexpected 
further delays in restarting the company's Taft, La., plant after a shutdown 
to expand capacity and complete routine maintenance.  In addition, Mr. Wulff 
said, sales lost in November and December during the transition to new 
information technology to integrate major work processes were having a greater 
impact on the quarter than expected.  "Overall, the transition is progressing 
well.  The nearly completed move to integrated systems should deliver major 
benefits to the company and our customers beginning next year," he said.
      The Carbide CFO said Carbide capital spending for 1998 would total 
around $800 million, some $650 million of which went for expansion and renewal 
that should pay off handsomely as the industry moves into the next peak.  He 
said reduction in the drag on earnings from a number of current projects 
nearing completion, combined with the company's ongoing cost reduction 
initiatives, should enable earnings to begin recovering even before the 
chemical business cycle turns up.
                                  - MORE -
1998
P3-01-022



                                                               Page 2 of 2




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


      Those statements in the preceding pages that do not reflect historical 
information are forward looking statements.  Naturally, results can always 
differ materially from those that are anticipated.  In addition to all 
specific assumptions cited, 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 costs, 
changes in industry production capacities and operating rates, currency 
exchange rates, interest rates, global economic conditions, particularly 
in Asia, disruption in railroad and other transportation facilities, 
competitive technology positions, and failure by the corporation to achieve 
technology objectives, cost reduction targets, or complete projects on 
schedule.
                                    - END -