SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

[ ]  Preliminary Proxy Statement          [ ]  Confidential, for Use of the
                                               Commission Only (as permitted
                                               by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement

[X]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                          UNION CARBIDE CORPORATION
               (Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.

[ ]   Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.

          (1)  Title of each class of securities to which transaction applies:

          (2)  Aggregate number of securities to which transaction applies:

          (3)  Per unit price or other underlying value of transaction
               computed pursuant to Exchange Act Rule 0-11 (set forth the
               amount on which the filing fee is calculated and state how it
               was determined):

          (4)  Proposed maximum aggregate value of transaction:

          (5)  Total fee paid:

[ ]     Fee paid previously with preliminary materials:

[ ]     Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
        was paid previously.  Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of its filing.

          (1)  Amount Previously Paid:

          (2)  Form, Schedule or Registration Statement No.:

          (3)  Filing Party:

          (4)  Date Filed:



Union Carbide
News Release



CONTACT:     Sean S. Clancy  or  Tomm F. Sprick
             (203) 794-6976      (203) 794-6992

      UNION CARBIDE MAILS PROXY STATEMENT TO ITS STOCKHOLDERS

     DANBURY, Conn., Oct. 7 -- Union Carbide Corporation today began
mailing its proxy statement and notice of special meeting of
stockholders for the purpose of adopting the Agreement and Plan of
Merger between Union Carbide and The Dow Chemical Company dated Aug.
3, 1999.  The company previously announced that stockholders of
record on Oct. 4, 1999, are entitled to notice of and to vote at the
meeting scheduled for Dec. 1, 1999.

     "We believe this opportunity for Union Carbide to join forces
with Dow will create what we expect will be the world's premier
diversified chemical company," said Dr. William H. Joyce, chairman
and CEO of Union Carbide.  "I encourage our stockholders to
participate in this achievement by casting their vote in favor of
the merger."

     Adoption of the merger requires an affirmative vote by
stockholders holding two-thirds of the outstanding shares of Union
Carbide's common stock.

     Once stockholders receive the mailing, they can sign and mail
the proxy card or grant their proxy by fax, telephone or the
Internet.  The proxy statement is available on Union Carbide's web
site (www.unioncarbide.com).

     The Dec. 1, 1999, special meeting of stockholders is scheduled
for 10 a.m. (EST), at the John C. Creasy Health Education Center, 24
Hospital Ave., Danbury, Conn.


                                   - END -

1999
P3-01-016