UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D C  20549
                                   FORM 10-Q



(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996

                                      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 October 31, 1996
Common Stock, $1 par value                             127,341,593 shares


              Total number of sequentially numbered pages in this filing,
                including exhibits thereto:  86




                                     INDEX




PART I. FINANCIAL INFORMATION

                                                                         PAGE
  Financial Statements

    Condensed Consolidated Statement of Income - 
      Union Carbide Corporation and Subsidiaries - 
      Quarter Ended September 30, 1996 and 1995....................        3

    Condensed Consolidated Statement of Income - 
      Union Carbide Corporation and Subsidiaries - 
      Nine Months Ended September 30, 1996 and 1995................        4

    Condensed Consolidated Balance Sheet - 
      Union Carbide Corporation and Subsidiaries - 
      September 30, 1996 and December 31, 1995.....................        5

    Condensed Consolidated Statement of Cash Flows -
      Union Carbide Corporation and Subsidiaries - 
      Nine Months Ended September 30, 1996 and 1995................        6

  Notes to Condensed Consolidated Financial Statements - 
      Union Carbide Corporation and Subsidiaries...................       7-10

  Discussion and Analysis of Results of Operations
    and Financial Condition........................................      11-15



PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings.......................................       16

  Item 6.  Exhibits and Reports on Form 8-K........................       16

  Signature........................................................       17

  Exhibit Index....................................................       18



                        PART I. FINANCIAL INFORMATION

                  UNION CARBIDE CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                                        Millions of dollars
                                                    (Except per share figures)
                                                      Quarter ended Sept. 30, 
                                                           1996        1995

NET SALES                                                $ 1,538     $ 1,495

  Cost of sales, exclusive of depreciation and
    amortization                                           1,145       1,038
  Research and development                                    39          36
  Selling, administration and other expenses(a)               80         148
  Depreciation and amortization                               81          72
  Interest expense                                            18          23
  Partnership income                                         (43)        (26)
  Other income - net                                          (6)       (171)

INCOME BEFORE PROVISION FOR INCOME TAXES                     224         375
  Provision for income taxes                                  63         122

INCOME OF CONSOLIDATED COMPANIES                             161         253
  Income from corporate investments 
    carried at equity                                          -          24
NET INCOME                                                   161         277
  Preferred stock dividend, net of income taxes                2           2
NET INCOME - COMMON STOCKHOLDERS                         $   159     $   275

Earnings per common share
  Primary                                                $  1.19     $  1.96
  Fully diluted                                          $  1.08     $  1.77
Cash dividends declared per common share                 $  0.1875   $  0.1875

           

(a) Selling, administration and other expenses include:
      Selling                                            $    32     $    32
      Administration                                          32          96
      Other expenses                                          16          20
                                                         $    80     $   148


The Notes to Condensed Consolidated Financial Statements on Pages 7 through 10 
should be read in conjunction with this statement.



                  UNION CARBIDE CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                                         Millions of dollars
                                                     (Except per share figures)
                                                     Nine Months ended Sept. 30,
                                                           1996        1995

NET SALES                                                $ 4,598     $ 4,489

  Cost of sales, exclusive of depreciation and
    amortization                                           3,394       3,140
  Research and development                                   115         106
  Selling, administration and other expenses(a)              239         306
  Depreciation and amortization                              235         227
  Interest expense                                            55          64
  Partnership income                                        (106)       (121)
  Other income - net                                         (25)       (216)

INCOME BEFORE PROVISION FOR INCOME TAXES                     691         983
  Provision for income taxes                                 194         303

INCOME OF CONSOLIDATED COMPANIES                             497         680
  Income (loss) from corporate investments 
    carried at equity                                         (6)         55
NET INCOME                                                   491         735
  Preferred stock dividend, net of income taxes                7           7
NET INCOME - COMMON STOCKHOLDERS                         $   484     $   728

Earnings per common share
  Primary                                                $  3.52     $  5.11
  Fully diluted                                          $  3.20     $  4.61
Cash dividends declared per common share                 $  0.5625   $  0.5625

           

(a) Selling, administration and other expenses include:
      Selling                                            $    96     $    95
      Administration                                          91         159
      Other expenses                                          52          52
                                                         $   239     $   306


The Notes to Condensed Consolidated Financial Statements on Pages 7 through 10 
should be read in conjunction with this statement.


                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEET

                                                     Millions of dollars 
                                                     Sept. 30,  Dec. 31,
                                                       1996       1995  

ASSETS
  Cash and cash equivalents                           $  111     $  449
  Notes and accounts receivable                        1,058        996
  Inventories                                            528        544
  Other current assets                                   213        207
  Total current assets                                 1,910      2,196

  Property, plant and equipment                        6,993      6,357
  Less: Accumulated depreciation                       3,698      3,549
  Net fixed assets                                     3,295      2,808

  Companies carried at equity                            761        739
  Other investments and advances                          85         84
  Total investments and advances                         846        823

  Other assets                                           467        429

  Total assets                                        $6,518     $6,256


LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                    $  254     $  316
  Short-term debt and current portion of
    long-term debt                                       263         38
  Accrued income and other taxes                         175        259
  Other accrued liabilities                              749        725
  Total current liabilities                            1,441      1,338

  Long-term debt                                       1,295      1,285
  Postretirement benefit obligation                      473        480
  Other long-term obligations                            858        834
  Deferred credits                                       288        201
  Minority stockholders' equity in consolidated
    subsidiaries                                          28         24
  Convertible preferred stock - ESOP                     144        146
  Unearned employee compensation - ESOP                  (93)       (97)
  Stockholders' equity:
    Common stock authorized - 500,000,000 shares
    Common stock issued     - 154,609,669 shares         155        155
    Additional paid-in capital                           352        343
    Translation and other equity adjustments             (19)       (15)
    Retained earnings                                  2,555      2,145
                                                       3,043      2,628
    Less: Treasury stock, at cost-27,170,602 shares
                (19,501,701 shares in 1995)              959        583
  Total stockholders' equity                           2,084      2,045
  Total liabilities and stockholders' equity          $6,518     $6,256

The Notes to Condensed Consolidated Financial Statements on Pages 7 through 10 
should be read in conjunction with this statement.



                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                    Millions of dollars
                                                Nine Months ended Sept. 30,
                                                     1996         1995 
                                                  Increase (decrease) in
                                                cash and cash equivalents
OPERATIONS
  Income                                            $ 491        $ 735 
  Noncash charges (credits) to net income 
    Depreciation and amortization                     235          227 
    Deferred income taxes                              48          (47)
    Other noncash charges                             (10)         183  
    Net gains on investing transactions                 -         (382)
  Increase in working capital(a)                     (117)        (233)
  Long-term assets and liabilities                     17           44
Cash Flow From Operations                             664          527 
INVESTING
  Capital expenditures                               (531)        (364) 
  Investments and acquisitions (excluding
    cash acquired)                                   (267)        (378) 
  Sale of investments                                   -          552 
  Sale of fixed and other assets                       13           36
Cash Flow Used for Investing                         (785)        (154)
FINANCING
  Change in short-term debt (three months or less)    239          (10)  
  Proceeds from short-term debt                        21            -
  Repayment of short-term debt                        (26)           -
  Proceeds from long-term debt                          6          402
  Repayment of long-term debt                          (6)         (18)
  Issuance of common stock                            115           68 
  Purchase of common stock                           (483)        (343)
  Payment of dividends                                (83)         (87)
  Other                                                 1            3
Cash Flow From (Used for) Financing                  (216)          15 
Effect of exchange rate changes on cash and
    cash equivalents                                   (1)           1 
  Change in cash and cash equivalents                (338)         389 
  Cash and cash equivalents beginning-of-period       449          109 
Cash and cash equivalents end-of-period             $ 111        $ 498 

Cash paid for interest and income taxes                                
  Interest (net of amount capitalized)              $  41        $  59 
  Income taxes                                      $ 150        $ 221 


(a) Net change in certain components of working capital (excluding 
non-cash transactions):

(Increase) decrease in current assets
  Notes and accounts receivable                 $ (37)       $(134)
  Inventories                                      55          (91) 
  Other current assets                            (15)          23 
Decrease in payables and accruals                (120)         (31)
Increase in working capital                     $(117)       $(233)


The Notes to Condensed Consolidated Financial Statements on Pages 7 through 10 
should be read in conjunction with this statement.


                    UNION CARBIDE CORPORATION AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Consolidated Financial Statements

In the opinion of management, the accompanying unaudited condensed 
consolidated financial statements include all adjustments necessary for a 
fair statement of the results for the interim periods.  These adjustments 
consist of only normal recurring adjustments.  The accompanying statements 
should be read in conjunction with the Notes to Financial Statements of 
Union Carbide Corporation and Subsidiaries ("the corporation" or "UCC") in 
the 1995 annual report to stockholders.


2.  Acquisitions

On January 18, 1996, the corporation completed the purchase of the 
polypropylene assets and business of Shell Oil Company.  The purchased 
assets, located in the U.S., are comprised of Shell's polypropylene 
technology and manufacturing facilities and polypropylene assets previously 
held jointly by both companies.  Additionally, on February 28, 1996, the 
corporation completed the purchase of 95 percent of the outstanding shares of 
Companhia Alcoolquimica Nacional, a Brazilian producer of vinyl acetate 
monomer.  The polypropylene resin business is part of the Basic Chemicals & 
Polymers segment, while the polypropylene licensing and catalyst businesses 
and the Brazilian vinyl acetate monomer business are included within the 
Specialties & Intermediates segment.


3.  Common Stock

On July 24, 1996, the board of directors of the corporation increased the 
number of shares that may be repurchased under the existing common stock 
repurchase program to 50 million shares.  Through September 30, 1996, since 
inception of its common share repurchase program, the corporation repurchased 
40,794,429 shares (11,354,951 during 1996) at an average effective price of 
$32.18 per share.  The corporation intends to acquire additional shares from 
time to time at prevailing market prices, at a rate consistent with the 
combination of corporate cash flow and market conditions.  

In conjunction with the corporation's common stock buyback program, put 
options were sold in a series of private placements entitling the holders to 
sell 9,455,081 shares of common stock to UCC, at specified prices upon 
exercise of the options.  Since inception of this program, through 
September 30, 1996, options representing 6,518,881 common shares have expired 
unexercised, while options representing 1,886,200 shares were exercised for 
$68 million, or an average price of $36.26 per share.  Options representing 
1,050,000 shares remain outstanding at September 30, 1996.  Premiums received 
since the inception of the program have reduced the average price of 
repurchased shares from $32.42 per share to $32.18 per share.



4.  Inventories
                                                  Millions of dollars  
                                                  Sept. 30,    Dec. 31,
                                                    1996         1995  
Raw materials and supplies                        $   121      $   117
Work in process                                        64           46
Finished goods                                        343          381
                                                  $   528      $   544


5.  Commitments and Contingencies

The corporation has entered into 3 major agreements for the purchase of 
ethylene-related products and 2 other purchase agreements in the U.S. and 
Canada.  The net present value of the fixed and determinable portion of these 
obligations at September 30, 1996 totaled $363 million.

The corporation is subject to loss contingencies resulting from environmental 
laws and regulations, which include obligations to remove or remediate 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 September 30, 1996, the corporation had established environmental 
remediation accruals in the amount of $324 million.  These accruals have two 
components, estimated future expenditures for site investigation/cleanup and 
estimated future expenditures for closure/postclosure activities.  In addition,
the corporation had environmental loss contingencies of $161 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 
September 30, 1996 included $244 million for these sites, of which 
$113 million was for estimated future expenditures for site 
investigation/cleanup and $131 million was for estimated future expenditures 
for closure/postclosure activities.  In addition, $75 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 
$33 million, of which $19 million was for estimated future expenditures for 
site investigation/cleanup and $14 million was for estimated future 
expenditures for closure/postclosure activities.  In addition, $23 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 September 30, 1996 
included $80 million for estimated future expenditures for site 
investigation/cleanup at these sites.  In addition, $86 million of the


corporation's environmental loss contingencies related to these sites.  The 
largest two of these sites are also non-operating sites.  Of the above 
accruals, these sites accounted for $23 million for estimated future 
expenditures for site investigation/cleanup.  In addition, $27 million of the 
above environmental loss contingencies related to these sites.

In 1995, 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 $138 million.  Expenses in 1994 
and 1993 were $153 million and $149 million, respectively.  While estimates 
of the costs of environmental protection for 1996 are necessarily imprecise, 
the corporation estimates that the level of these expenses will decline 
somewhat as the result of favorable experience associated with remedial 
activities.

In 1995, the corporation and two Kuwaiti corporations formed Equate 
Petrochemical Company, a joint venture for development of a world-scale 
petrochemical complex in Kuwait.  The cost of design, construction and 
initial working capital is expected to approximate $2 billion by July 1997, 
the planned start-up date.  As of September 30, 1996, the corporation's 
investment in Equate was approximately $126 million, representing its 
45 percent equity investment in Equate.  The corporation anticipates making 
an additional investment of $12 million by early 1997.

By September 30, 1996, Equate had completed its long-term financing 
arrangements for construction and operating funds.  The corporation has 
agreed to severally guarantee 45 percent (approximately $608 million at
September 30, 1996) of Equate's debt and working capital financing needs
until certain completion tests and certain minimum sales volume targets are
achieved; the guarantee is expected to ultimately decline to approximately
$54 million.  The corporation has also pledged its shares in Equate as
security for Equate's debt.  The corporation has political risk insurance
coverage for substantially all of its guarantee of Equate's debt and its
equity investment.  During the month of October, Equate drew down 
$600 million under its debt facilities, and utilized a portion to repay 
previously outstanding borrowings.  The debt is expected to reach its maximum 
level by July 1997.

The corporation had additional contingent obligations at September 30, 1996 
of $62 million, principally related to guarantees of debt, obligations 
assumed by purchasers of UCC facilities for which UCC is primarily liable, 
discounted receivables from customers and performance agreements.

The corporation is one of a number of defendants named in approximately 
4,400 lawsuits, some of which have more than one plaintiff, involving 
silicone breast implants.  The corporation was not a manufacturer of breast 
implants but did supply generic bulk silicone materials to certain 
manufacturers.  Also, the corporation in 1990 acquired and in 1992 divested 
the stock of a small specialty silicones company that, 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.



The District Court later determined that the total amount of current claims 
likely to be approved for payment under the original settlement schedule 
would substantially exceed the funds available. Consequently, the defendants 
and the Plaintiffs' Negotiating Committee, at the request of the court, 
initiated negotiations to reconsider the structure and funding of the 
settlement.  Subsequently, certain defendants, including the corporation, 
proposed, and the court approved, a revised settlement program.  While the 
corporation cannot predict the number of claimants who will participate in 
the settlement, based on sample data prepared under supervision of the court, 
the corporation estimates that its maximum expenditures under the revised 
agreement should not exceed $100 million prior to insurance recovery. 
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 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 remedies that may 
be sought or damages claimed is substantial.

The corporation has recorded nonenvironmental litigation accruals of 
$216 million, and related insurance recovery receivables of $134 million, 
resulting in net before-tax charges of $82 million for nonenvironmental 
litigation.  At September 30, 1996, the corporation had nonenvironmental 
litigation loss contingencies of $53 million.

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.


6.  Long-Term Debt

On October 2, 1996 the corporation issued $200 million of 7.75 percent 
debentures maturing in 2096.  The maturity of the debentures may be shortened 
under certain circumstances in order to preserve the deductibility of the 
interest payments for Federal income tax purposes.


              DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                          AND FINANCIAL CONDITION

Overview

The corporation reported third quarter 1996 net income available to common 
stockholders of $159 million, or $1.08 per share, fully diluted ($1.19 per 
share, primary).  For the first nine months of 1996 net income available to 
common stockholders was $484 million, or $3.20 per share, fully diluted ($3.52 
per share, primary).

For the corresponding quarter in 1995, the corporation reported earnings of 
$275 million, or $1.77 per share, fully diluted ($1.96 per share, primary).  
For the first nine months of 1995, net income available to common stockholders 
was $728 million, or $4.61 per share, fully diluted ($5.11 per share, 
primary).  

The corporation's earnings for the quarter ending September 30, 1996 were 
affected by higher feedstock costs and lower average selling prices as 
compared to those of the corresponding prior year quarter.  Earnings for the 
nine month period ending September 30, 1996 were further impacted by weather-
related problems that affected first quarter operations.  As a result, third 
quarter and nine month margins were lower than those of the comparable periods 
of 1995.  Increased volumes in both business segments served to mitigate the 
impact of these declining margins.

Specialties & Intermediates operating profit in the fourth quarter of 1996 is 
anticipated to decrease somewhat from third quarter 1996 levels because of 
normal seasonal weakness in demand, primarily in the coatings area, and the 
Basic Chemicals & Polymers segment results are expected to be impacted 
adversely in the fourth quarter, mainly by increasing average feedstock costs.


Results of Operations

Increased volumes in the current year were partially offset by a decline in 
average selling prices, resulting in a sales increase of 2.9 percent in the 
third quarter and 2.4 percent in the first nine months of 1996 compared to the 
same periods in 1995.  Third quarter volumes increased 10.9 percent versus the 
comparable 1995 period, while volumes for the first nine months of 1996 
increased by 10.1 percent versus the first nine months of 1995.  Average 
selling prices declined by 7.3 percent and 6.9 percent for the three and nine 
month periods, respectively.



Increasing feedstock cost coupled with the declines in average selling prices 
caused the corporation's margins to decline from similar periods in the prior 
year.  The corporation's variable margin for the third quarter of 1996 was 
43.0 percent, compared to 48.5 percent in the third quarter of 1995.  For the 
first nine months of 1996, variable margin was 44.5 percent as opposed to 
48.2 percent in the same period last year.  Gross margin (variable margin less 
fixed manufacturing and distribution costs) declined to 25.6 percent for the 
third quarter of 1996 from 30.6 percent for the third quarter of 1995, and 
declined to 26.2 percent for the nine months ending September 30, 1996 from 
30.1 percent for the nine months ending September 30, 1995.  Fixed 
manufacturing and distribution costs remained stable in the third quarter, and 
increased 3.2 percent in the first nine months of 1996, compared to the same 
periods of 1995.  The increase in the nine months ended September 30, 1996 
versus the same period of 1995 is primarily due to the acquisition of Shell 
Oil Company's polypropylene assets and business.


Industry Segments

The company's operations are classified into two main business segments, 
Specialties & Intermediates and Basic Chemicals & Polymers.  The Specialties & 
Intermediates segment includes the corporation's specialty chemicals and 
specialty polymers product lines, licensing, solvents and chemical 
intermediates.  The Basic Chemicals & Polymers segment includes the 
corporation's ethylene and propylene manufacturing operations as well as the 
production of first level ethylene and propylene derivatives - polyethylene, 
ethylene oxide/glycol and polypropylene.  The corporation's non-core 
operations and financial transactions are included in "Other".

Information about the corporation's operations in its business segments for 
the third quarter and nine month periods of 1996 and 1995 follows.  Sales of 
the Basic Chemicals & Polymers segment include intersegment sales, principally 
ethylene oxide, which are made at the estimated market value of the products 
transferred.  Operating profit represents income before interest expense and 
the provision for income taxes.

                                            Quarter ended    Nine Months ended
                                            September 30,      September 30,
Millions of dollars                         1996     1995      1996     1995 
                               Sales
Specialties & Intermediates                $1,055   $1,014    $3,241   $3,117
Basic Chemicals & Polymers                    552      565     1,598    1,590
Intersegment Eliminations                     (69)     (84)     (241)    (218)
Total                                      $1,538   $1,495    $4,598   $4,489

                          Operating Profit
Specialties & Intermediates                $  202   $  115    $  585   $  532
Basic Chemicals & Polymers                     40      121       145      329
Other                                           -      162        16      186 
Total                                      $  242   $  398    $  746   $1,047



                                            Quarter ended    Nine Months ended
                                            September 30,      September 30,
Millions of dollars                         1996     1995      1996     1995 

                   Depreciation and Amortization
Specialties & Intermediates                $   50   $   45    $  144   $  145
Basic Chemicals & Polymers                     31       27        91       82
Total                                      $   81   $   72    $  235   $  227

                        Capital Expenditures
Specialties & Intermediates                $  121   $  114    $  387   $  266
Basic Chemicals & Polymers                     47       39       144       98
Total                                      $  168   $  153    $  531   $  364

Sales of the Specialties & Intermediates segment increased 4.0 percent to 
$1,055 million in the third quarter of 1996 over that of 1995, and increased 
4.0 percent to $3,241 million in the first nine months of 1996 compared to the 
first nine months of 1995.  Operating profit for the third quarter of 1996 was 
$202 million, as compared to $115 million for the same quarter of 1995;  
operating profit was $585 million for the nine months ended September 30, 
1996, versus $532 million for the nine months ended September 30, 1995.  
Included in operating profit for 1995 were a $48 million charge for 
postemployment benefits in the third quarter and a $12 million increase in 
depreciation expense related to a reduction in the depreciable lives of 
certain computer equipment in the nine month period.  For the three and nine 
month periods ended September 30, 1996, this segment benefited from an 
11.3 percent and 8.5 percent increase in volume, respectively, compared to 
similar periods in 1995, and experienced a decline in average selling prices 
of 6.7 percent and 4.3 percent, respectively.

Sales of the Basic Chemicals & Polymers segment declined 2.3 percent to 
$552 million in the third quarter of 1996 versus that of 1995, and increased 
0.5 percent to $1,598 million in the nine months ended September 30, 1996 
versus the comparable period of 1995.  Operating profit for the third quarter 
of 1996 declined to $40 million from $121 million for the third quarter of 
1995, which included a $20 million charge for postemployment benefits, and 
declined on a year-to-date basis to $145 million from $329 million in the 
corresponding period of the prior year.  This decline reflects the combination 
of weak pricing for ethylene glycol and the rapid rise in feedstock costs, 
partly offset by an improvement in polyethylene prices.

Selling, administrative and other expenses were $80 million and $239 million 
in the three and nine month periods of 1996, respectively, compared to 
$148 million and $306 million in the same periods of 1995.  Excluding a 
$68 million charge for postemployment benefits recognized in the third quarter 
of 1995, selling, administrative and other expenses were essentially unchanged 
for both periods.

Partnership income increased $17 million in the third quarter of 1996, 
compared to the same quarter of 1995, primarily as the result of improved 
catalyst sales by UOP to the petroleum refinery industry.  Partnership income 
declined $15 million in the first nine months of 1996 versus 1995 as a result 
of a decline in the earnings of Petromont due to lower polyethylene prices and 
higher feedstock costs and the elimination of the earnings of the 
polypropylene partnership with Shell Oil Company, which was acquired in 
January 1996 and is now included in consolidated earnings, partially offset by 
UOP's increased earnings. 


Other income - net for the first nine months of 1995 included the following 
items:  a $381 million gain on the corporation's sale of its equity interest 
in UCAR, of which $161 million was recognized in the third quarter, and a non-
cash charge of $191 million for future lease payments on unused office space, 
primarily at the corporation's Danbury headquarters.  

Interest expense declined by $5 million to $18 million in the quarter ended 
September 30, 1996 versus the comparable 1995 quarter, and declined $9 million 
to $55 million in the first nine months of 1996 versus the same period of 
1995, due to an increase in capitalized interest associated with the 
corporation's increased capital program.

Income from corporate investments carried at equity declined to breakeven in 
the third quarter of 1996 from $24 million in the third quarter of 1995, and 
to a loss of $6 million for the first nine months of 1996 from income of 
$55 million in the first nine months of 1995, due to a decline in the earnings 
of Polimeri Europa as the result of increased raw material prices and 
decreased polyethylene selling prices, and the recognition by Equate 
Petrochemical Company of preliminary operating expenses, which will continue 
until plant start-up in mid-1997.

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, are expected to decline somewhat as the result of favorable 
experience associated with remedial activities.  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 8 through 10 of 
this report on Form 10-Q.

The corporation continues to be named as one of a number of defendants in 
lawsuits, some of which have more than one plaintiff, involving silicone gel 
breast implants.  The corporation supplied bulk silicone materials to certain 
companies that at various times were involved in the manufacture of breast 
implants.  These cases are discussed in more detail in the "Commitments and 
Contingencies" footnote to the financial statements on pages 8 through 10 of 
this report on Form 10-Q.


Financial Condition - September 30, 1996 

Cash flow from operations was $664 million for the first nine months of 1996, 
compared to $527 million for the comparable period of 1995.  Decreased 
earnings in the first nine months of 1996 versus the comparable period of 1995 
were offset by lower working capital requirements as well as reduced tax 
payments.  Net gains on investing transactions were higher for the nine months 
ended September 30, 1995 because of the $381 million gain on the sale of the 
corporation's equity interest in UCAR International Inc.  Other noncash 
charges of $183 million in the first nine months of 1995 included a 
$191 million charge for future lease payments on unused office space and a 
$68 million charge for postemployment benefits.



Cash flow used for investing totaled $785 million and $154 million for the 
first nine months of 1996 and 1995, respectively.  In the first nine months of 
1996, the corporation purchased the polypropylene assets and business of Shell 
Oil Company and 95 percent of the outstanding shares of Companhia 
Alcoolquimica Nacional, a Brazilian producer of vinyl acetate monomer. 
Investments and acquisitions in the prior year's first nine months included 
the acquisition of the ethylene oxide derivatives businesses of ICI and a 
50 percent equity interest in Polimeri Europa, while sale of investments 
reflected the sale of the corporation's 50 percent equity interest in 
UCAR International Inc.

Capital expenditures increased to $531 million in the first nine months of 
1996 in comparison to $364 million for the comparable period of 1995.  Major 
1996 projects include an ethylene propylene rubber project at Seadrift, Tex., 
within the Specialties & Intermediates Segment; a cogeneration facility at 
Taft, La., within both business segments; and an upgrade to the information 
technology infrastructure, which involves all segments. 

Cash flow used for financing in the first nine months of 1996 was 
$216 million, as compared to cash flow provided from financing of $15 million 
in the comparable 1995 period.  The 1996 period included net common stock 
repurchases of $368 million under the existing common stock repurchase 
program, while net common stock repurchases during the 1995 period totaled 
$275 million.  For the nine month period ended September 30, 1996 the 
corporation purchased approximately 11.4 million shares of common stock for 
$483 million.  Since 1993, the corporation has purchased 40.8 million shares 
of common stock for $1.315 billion.  On July 24, 1996, the corporation's board 
of directors authorized an increase of 10 million in the number of shares that 
may be repurchased under the existing common stock repurchase program to a 
total of 50 million shares from the inception of the program.  The corporation 
intends to acquire additional shares from time to time at prevailing market 
rates consistent with the combination of corporate cash flow and market 
conditions.  Cash dividends to common stockholders amounted to $83 million and 
$87 million for the nine month periods ended September 30, 1996 and 1995, 
respectively.  In the first nine months of 1995, the corporation completed a 
$400 million, two-part public offering of debt securities which was used in 
part to refinance existing short term debt.

On October 2, 1996 the corporation issued $200 million of 7.75 percent 
debentures maturing in 2096, the proceeds of which were used to refinance 
existing short term debt.

At September 30, 1996, there were no outstanding borrowings under the existing 
bank credit agreement aggregating $1 billion.




                         PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

         See Note 5 to the corporation's condensed consolidated financial 
         statements on pages 8 through 10 of this 10-Q Report.

         In June 1991 the corporation registered with the U.S. Environmental 
         Protection Agency ("EPA") to participate in a compliance audit 
         program to determine compliance under Section 8(e) of the Toxic 
         Substances Control Act.  On October 3, 1996, the EPA Environmental 
         Appeals Board approved a settlement of this matter pursuant to which 
         the corporation paid a stipulated penalty of $1 million.


Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits.

              The following exhibits are filed as part of this report:

                 10.1 -  Completion Guarantee dated September 15, 1996 between 
                         Petrochemical Industries Company K.S.C. and Union 
                         Carbide Corporation as Guarantors, National Bank of 
                         Kuwait S.A.K. as Intercreditor Agent, and Citicorp 
                         Trustee Company Limited as Debt Trustee.

                 10.2 -  Definitions Agreement dated September 15, 1996 
                         between Equate Petrochemical Co. K.S.C. (Closed) as 
                         the Company, Petrochemical Industries Company 
                         K.S.C., Union Carbide Corporation as the Sponsors, 
                         National Bank of Kuwait S.A.K. as Intercreditor 
                         Agent and Project Assets Security Trustee, and 
                         Citicorp Trustee Company Limited as Debt Trustee.

                  11  -  Computation of Earnings Per Share

                  27  -  Financial Data Schedule.

         (b)  The corporation's Form 8-K dated October 2, 1996, contained 
              the legal opinion of Cahill Gordon & Reindel regarding the 
              issuance of $200 million of 7.75 percent debentures maturing 
              in 2096.








                                 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:  November 14, 1996                      By:      /s/John K. Wulff    
                                                       JOHN K. WULFF
                                                     Vice-President and
                                                  Chief Financial Officer



                                EXHIBIT INDEX



Exhibit                                                             Page
  No.                             Exhibit                            No. 


 10.1       Completion Guarantee dated September 15, 1996 
            between Petrochemical Industries Company K.S.C. 
            and Union Carbide Corporation as Guarantors, 
            National Bank of Kuwait S.A.K. as Intercreditor 
            Agent, and Citicorp Trustee Company Limited as 
            Debt Trustee.                                            19

 10.2       Definitions Agreement dated September 15, 1996 
            between Equate Petrochemical Co. K.S.C. (Closed) 
            as the Company, Petrochemical Industries Company 
            K.S.C., Union Carbide Corporation as the Sponsors, 
            National Bank of Kuwait S.A.K. as Intercreditor 
            Agent and Project Assets Security Trustee, and 
            Citicorp Trustee Company Limited as Debt Trustee.        34

  11        Computation of Earnings Per Share                        85

  27        Financial Data Schedule                                  86