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 1, 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
         December 1, 1999 accompanying this report as Exhibit 99.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits.

              99.  Press release, December 1, 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:  December 1, 1999



                                        UNION CARBIDE CORPORATION

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



                                    - 3 -




                              EXHIBIT INDEX



Exhibits

99.  Press release, dated December 1, 1999.




                                    - 4 -

EX-99

                                                      Exhibit 99


UNION CARBIDE
NEWS RELEASE


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


           UNION CARBIDE SHAREHOLDERS APPROVE PLAN FOR MERGER
                            WITH DOW CHEMICAL

     DANBURY, Conn., Dec. 1 -- Union Carbide Corporation (NYSE: UK) today
announced that its shareholders have voted to adopt the agreement and plan
of merger between the corporation and The Dow Chemical Company (NYSE: DOW).

     More than 99.9 million shares were voted in favor of the merger,
representing approximately 96 percent of the shares voted and 74 percent of
the outstanding shares as of the record date of Oct. 4, 1999.  A vote of
two-thirds of the outstanding shares was required to approve the merger.

     Filings also have been made with the U.S. Federal Trade Commission,
the European Commission and other regulatory authorities.  The merger is
expected to take place following completion of the necessary regulatory
reviews.

     "I am very excited about this opportunity for Union Carbide to join
forces with Dow to create what we believe will be the world's premier
diversified chemical company," said Union Carbide Chairman and CEO William
Joyce.  "With leading technologies and outstanding facilities and people,
we believe the new Dow will offer even stronger long-term prospects for
profitable growth and enhancing shareholder value, while also delivering
enhanced value to customers and end-use consumers."

                                    - END -
1999
P3-01-020