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)
                             September 23, 1999



                           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 September 23,
         1999 accompanying this report as Exhibit 99.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.


         (c)  Exhibits.

              99.  Press release, September 23, 1999.







                                   - 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:  September 24, 1999



                                        UNION CARBIDE CORPORATION




                                        By     /S/J. Macdonald
                                               J. Macdonald
                                               Assistant Secretary


                                    - 3 -



                              EXHIBIT INDEX



Exhibits

99.  Press release, dated September 23, 1999.






                                    - 4 -

EX-99

                                                           Exhibit 99


Union Carbide
News Release




CONTACT:    Sean S. Clancy
            (203) 794-6976


               UNION CARBIDE COMMENTS ON THIRD QUARTER EARNINGS

      DANBURY, Conn., Sept. 23 -- Union Carbide Chairman and CEO William H.
Joyce today said that third quarter earnings have been negatively impacted
by higher than anticipated raw materials prices, especially ethane which is
the company's principal feedstock.
      Dr. Joyce added that third quarter earnings per share, including a
previously announced pre-tax gain of $38 million from the settlement of
litigation in the licensing business, should approximate the mean of
analyst current estimates reported by First Call.
      Carbide said it plans to issue a full earnings report on October 25,
1999.


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

      The statement above regarding third quarter earnings per share is a
forward-looking statement.  Naturally, forward-looking statements are
subject to risks and uncertainties.  Important factors that could cause
actual results to differ materially from those discussed in such forward-
looking statements include:  the supply/demand balance for the
corporation's products; customer inventory levels; competitive pricing
pressures; feedstock availability and costs; changes in industry
production capacities and operating rates; currency exchange rates;
interest rates; global economic conditions; disruption in transportation
facilities; competitive technology positions; failure by the corporation
to achieve technology objectives, achieve cost reduction targets or
complete projects on schedule and on budget; and an inability to obtain
new customers or retain existing ones.

                                   - END -
1999
P3-01-015