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 March 31, 1997

                                      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 April 30, 1997
Common Stock, $1 par value                             125,483,309 shares


              Total number of sequentially numbered pages in this filing,
                including exhibits thereto:  20



                                     INDEX




PART I. FINANCIAL INFORMATION

                                                                         PAGE
  Financial Statements

    Condensed Consolidated Statement of Income - 
      Union Carbide Corporation and Subsidiaries - 
      Quarter Ended March 31, 1997 and 1996........................        3

    Condensed Consolidated Balance Sheet - Union Carbide 
      Corporation and Subsidiaries - March 31, 1997 and 
      December 31, 1996............................................        4

    Condensed Consolidated Statement of Cash Flows -
      Union Carbide Corporation and Subsidiaries - 
      Quarter Ended March 31, 1997 and 1996.........................       5

  Notes to Condensed Consolidated Financial Statements - 
      Union Carbide Corporation and Subsidiaries...................       6-9

  Discussion and Analysis of Results of Operations
    and Financial Condition........................................      10-13



PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings.......................................       14

  Item 2.  Sales of Unregistered Securities........................       14

  Item 4.  Submission of Matters to a Vote of Security Holders.....      14-15

  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 March 31, 
                                                           1997        1996

NET SALES                                                $ 1,638     $ 1,501

  Cost of sales, exclusive of depreciation and
    amortization                                           1,231       1,099
  Research and development                                    40          36
  Selling, administration and other expenses(a)               80          81
  Depreciation and amortization                               82          75
  Partnership income                                          35          26
  Other income - net                                           7          23

INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
  INCOME TAXES                                               247         259
  Interest expense                                            19          23

INCOME BEFORE PROVISION FOR INCOME TAXES                     228         236
  Provision for income taxes                                  66          66

INCOME OF CONSOLIDATED COMPANIES                             162         170
  Minority interest                                            3          (1)
  Loss from corporate investments carried at equity            2          14

NET INCOME                                                   157         157
  Preferred stock dividend, net of income taxes                2           2

NET INCOME - COMMON STOCKHOLDERS                         $   155     $   155

Earnings per common share
  Primary                                                $  1.14     $  1.11
  Fully diluted                                          $  1.03     $  1.01
Cash dividends declared per common share                 $  0.1875   $  0.1875

           

(a) Selling, administration and other expenses include:
      Selling                                            $    31     $    32
      Administration                                          29          31
      Other expenses                                          20          18
                                                         $    80     $    81


The Notes to Condensed Consolidated Financial Statements on Pages 6 through 9 
should be read in conjunction with this statement.

                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEET

                                                     Millions of dollars 
                                                     March 31,  Dec. 31,
                                                       1997       1996  

ASSETS
  Cash and cash equivalents                           $  214     $   94
  Notes and accounts receivable                        1,082      1,047
  Inventories                                            553        541
  Other current assets                                   179        191
  Total current assets                                 2,028      1,873

  Property, plant and equipment                        7,274      7,159
  Less: Accumulated depreciation                       3,809      3,750
  Net fixed assets                                     3,465      3,409

  Companies carried at equity                            706        695
  Other investments and advances                          71         77
  Total investments and advances                         777        772

  Other assets                                           525        492

  Total assets                                        $6,795     $6,546


LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                    $  275     $  268
  Short-term debt and current portion of
    long-term debt                                        76        112
  Accrued income and other taxes                         113        133
  Other accrued liabilities                              757        765
  Total current liabilities                            1,221      1,278

  Long-term debt                                       1,494      1,487
  Postretirement benefit obligation                      471        473
  Other long-term obligations                            832        811
  Deferred credits                                       316        301
  Minority stockholders' equity in consolidated
    subsidiaries                                         278         29
  Convertible preferred stock - ESOP                     140        144
  Unearned employee compensation - ESOP                  (84)       (91)
  Stockholders' equity:
    Common stock - authorized - 500,000,000 shares
                 - issued     - 154,609,669 shares       155        155
    Additional paid-in capital                           329        370
    Translation and other equity adjustments             (51)       (33)
    Retained earnings                                  2,760      2,629
    Less: Treasury stock, at cost-29,155,611 shares
                (28,169,324 shares in 1996)            1,066      1,007
  Total stockholders' equity                           2,127      2,114
  Total liabilities and stockholders' equity          $6,795     $6,546

The Notes to Condensed Consolidated Financial Statements on Pages 6 through 9 
should be read in conjunction with this statement.

                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                    Millions of dollars
                                                  Quarter ended March 31, 
                                                     1997         1996 
                                                  Increase (decrease) in
                                                cash and cash equivalents
OPERATIONS
  Net income                                        $ 157        $ 157 
  Noncash charges (credits) to net income 
    Depreciation and amortization                      82           75 
    Deferred income taxes                              17           32 
    Other noncash charges                              (2)           -  
    Net gains on investing transactions                 -           (2)
  Increase in working capital(a)                      (79)         (79)
  Long-term assets and liabilities                      3           30
Cash Flow From Operations                             178          213
INVESTING
  Capital expenditures                               (138)        (186) 
  Investments, advances and acquisitions
    (excluding cash acquired)                         (45)        (259) 
  Sale of fixed and other assets                        -            6
Cash Flow Used for Investing                         (183)        (439)
FINANCING
  Change in short-term debt (3 months or less)        (35)           9   
  Proceeds from short-term debt                         -           10
  Repayment of short-term debt                          -          (16)
  Proceeds from long-term debt                         14            -
  Repayment of long-term debt                          (7)          (2)
  Issuance of common stock                             18           25 
  Purchase of common stock                            (73)         (78)
  Proceeds from subsidiary preferred stock            246            -
  Payment of dividends                                (27)         (28)
  Other                                               (10)           1
Cash Flow From (Used for) Financing                   126          (79)
  Effect of exchange rate changes on cash and
  cash equivalents                                     (1)           - 
  Change in cash and cash equivalents                 120         (305)
  Cash and cash equivalents beginning-of-period        94          449 
Cash and cash equivalents end-of-period             $ 214        $ 144 

Cash paid for interest and income taxes                                
  Interest (net of amount capitalized)              $  10        $  12 
  Income taxes                                      $   7        $   2 

_____________

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

(Increase) decrease in current assets
  Notes and accounts receivable                 $ (35)       $ (20)
  Inventories                                     (12)          38  
  Other current assets                              5           22 
Decrease in payables and accruals                 (37)        (119)
Increase in working capital                     $ (79)       $ (79)


The Notes to Condensed Consolidated Financial Statements on Pages 6 through 9 
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 1996 annual report to stockholders.


2.  Common Stock

Through March 31, 1997, since inception of its 50 million common share 
repurchase program, the corporation repurchased 44.2 million shares 
(1.9 million during the first quarter of 1997) at an average effective 
price of $33.11 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 11.0 million shares of common stock to UCC, at specified prices 
upon exercise of the options.  Since inception of this program, through 
March 31, 1997, options representing 8.1 million common shares have 
expired unexercised, while options representing 2.1 million shares were 
exercised for $79 million, or an average price of $37.05 per share.  
Options representing 0.8 million shares remain outstanding at March 31, 
1997.  

Premiums received since the inception of the program recorded as 
additional paid-in capital have reduced the average price of repurchased 
shares from $33.37 per share to $33.11 per share.


3.  Inventories
                                                  Millions of dollars  
                                                  Mar. 31,     Dec. 31,
                                                   1997          1996  
Raw materials and supplies                        $   124      $   114
Work in process                                        47           54
Finished goods                                        382          373
                                                  $   553      $   541


4.  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 March 31, 1997 totaled $336 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 March 31, 1997, the corporation had established environmental remediation 
accruals in the amount of $307 million.  These accruals have two components, 
estimated future expenditures for site investigation and cleanup and 
estimated future expenditures for closure and postclosure activities.  In 
addition, the corporation had environmental loss contingencies of 
$134 million.

The corporation has sole responsibility for the remediation of 
approximately 40 percent of its environmental sites.  These sites are well 
advanced in the investigation and cleanup stage.  The corporation's 
environmental accruals at March 31, 1997 included $221 million for these 
sites, of which $90 million was for estimated future expenditures for site 
investigation and cleanup and $131 million was for estimated future 
expenditures for closure and postclosure activities.  In addition, 
$68 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 nonoperating site.  Of the above accruals, this site 
accounted for $31 million, of which $17 million was for estimated future 
expenditures for site investigation and cleanup and $14 million was for 
estimated future expenditures for closure and postclosure activities.  In 
addition, $20 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 and 
cleanup stage.  The corporation's environmental accruals at March 31, 1997 
included $86 million for estimated future expenditures for site 
investigation and cleanup at these sites.  In addition, $66 million of the 
corporation's environmental loss contingencies related to these sites.  
The largest two of these sites are also nonoperating sites.  Of the above 
accruals, these sites accounted for $36 million for estimated future 
expenditures for site investigation and cleanup.  In addition, $13 million 
of the above environmental loss contingencies related to these sites.

In 1996, 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 $110 
million.  Expenses in 1995 and 1994 were $138 million and $153 million, 
respectively.  While estimates of the costs of environmental protection 
for 1997 are necessarily imprecise, the corporation estimates that the 
level of these expenses will be somewhat greater than that experienced in 
1996.


The corporation has severally guaranteed 45 percent (approximately 
$608 million at March 31, 1997) of EQUATE Petrochemical Company's debt and 
working capital financing needs until certain completion tests are 
achieved; thereafter, a $54 million several guarantee will provide ongoing 
support.  The corporation also severally guaranteed certain sales volume 
targets until EQUATE's sales capabilities are proved.  In addition, the 
corporation has pledged its shares in EQUATE as security for EQUATE's 
debt.  The corporation has political risk insurance coverage for its 
equity investment and, until the completion tests are concluded, 
substantially all of its guarantee of EQUATE's debt.

The corporation had additional contingent obligations at March 31, 1997 of 
$59 million, of which $33 million related to guarantees of debt.

The corporation is one of a number of defendants named in approximately 
4,500 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 1995, after the District Court rejected an initial settlement proposal, 
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 cost of 
remedies that may be sought or damages claimed is substantial.

The corporation has recorded nonenvironmental litigation accruals of 
$192 million, and related insurance recovery receivables of $135 million.  
At March 31, 1997, the corporation had nonenvironmental litigation loss 
contingencies of $45 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.


5.  Minority Interest

On January 30, 1997, a newly formed real estate investment trust 
subsidiary issued $250 million of preferred stock bearing a current 
dividend yield of 14 percent for 10 years and 1 percent thereafter.  
Domestic real estate with a fair market value of approximately 
$500 million will be mortgaged in conjunction with this transaction.  The 
preferred stock may be redeemed if, as a result of a change in tax laws, 
rules or regulations, dividends on the preferred stock or interest paid on 
the mortgage note is not fully deductible for Federal income tax purposes.


              DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                          AND FINANCIAL CONDITION

Overview

The corporation reported first quarter 1997 net income available to common 
stockholders of $155 million, or $1.03 per share, fully diluted ($1.14 per 
share, primary). For the corresponding quarter in 1996 the corporation 
reported earnings of $155 million, or $1.01 per share, fully diluted ($1.11 
per share, primary).  

The corporation's first quarter earnings were the same as in the first quarter 
of 1996 and reflected the offsetting effects of increased sales volumes, 
decreasing average selling prices for most chemical products and increasing 
raw material and energy costs.  Notwithstanding significantly increased sales 
volumes, the Specialties & Intermediates segment experienced a reduction in 
operating profit largely due to lower average selling prices attributable in 
part to the negative impact on international sales of an increased U.S. dollar 
currency exchange rate.  Basic Chemicals & Polymers reported an improvement in 
operating profit over the first quarter of 1996 as a result of increased 
volumes and increased average selling prices for polyethylene and 
polypropylene resins.  Ethylene oxide/glycol prices remained at levels well 
below the first quarter of 1996. 

In the second quarter of 1997, the company believes average selling prices for 
Specialties & Intermediates should increase while volumes are expected to
remain at levels achieved in the first quarter of the year.  Propylene costs
are expected to increase moderately.  In the Basic Chemicals & Polymers
segment, the corporation's outlook includes volumes at levels achieved in the
first quarter of this year, increased average selling prices and reduced raw 
material costs which, if realized, would result in improved margins.


Results of Operations

Sales increased 9.1 percent in the first quarter, compared to the same period 
of 1996, as the result of a 13.3 percent increase in volume being partially 
offset by a 3.6 percent decline in average selling prices.

The corporation's variable margin (revenues less variable manufacturing and 
distribution costs) for the first quarter of 1997 was 42.2 percent, down 
3.2 percentage points compared to 45.4 percent in the first quarter of 1996, 
principally due to higher feedstock costs and lower prices for ethylene 
oxide/glycol and other products.  The current quarter's gross margin (variable 
margin less fixed manufacturing and distribution costs) as a percentage of 
sales declined 2.0 percentage points, from 26.8 percent to 24.8 percent, in 
comparison to the first quarter of 1996, reflecting higher feedstock costs 
coupled with stable fixed manufacturing and distribution costs.

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 
polymers product lines, licensing and 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, polypropylene, 
ethylene oxide and ethylene glycol.  The corporation's noncore operations and 
financial transactions are included in the Other segment.

Information about the corporation's operations in its business segments for 
the first quarter of 1997 and 1996 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 provision for income 
taxes.

                                             Millions of dollars  
                                           Quarter ended March 31,
                                              1997          1996 
                               Sales

Specialties & Intermediates                  $1,122        $1,077  
Basic Chemicals & Polymers                      597           519  
Intersegment Eliminations                       (81)          (95) 
Total                                        $1,638        $1,501  


                          Operating Profit

Specialties & Intermediates                  $  184        $  193 
Basic Chemicals & Polymers                       62            58  
Other                                             1             8  
Total                                        $  247        $  259  


                   Depreciation and Amortization

Specialties & Intermediates                  $   51        $   46  
Basic Chemicals & Polymers                       31            29  
Total                                        $   82        $   75  


                        Capital Expenditures

Specialties & Intermediates                  $   88        $  134  
Basic Chemicals & Polymers                       50            52  
Total                                        $  138        $  186  


Sales of the Specialties & Intermediates segment increased 4.2 percent to 
$1,122 million in the first quarter of 1997 over that of 1996.  Operating 
profit for the first quarter of 1997 was $184 million, versus $193 million for 
the comparable quarter of 1996.  Volume increased by 13.5 percent, while 
average selling prices declined by 8.2 percent due in part to the negative 
impact on international sales of a stronger U.S. dollar currency exchange 
rate.  Operating profit declined versus the comparable quarter of 1996 due to 
lower selling prices and an increase in the cost of propylene, the segment's 
main raw material.

Sales of the Basic Chemicals & Polymers segment increased 15.0 percent to 
$597 million in the first quarter of 1997 from $519 million in the comparable 
quarter of 1996.  The sales increase was related to a 13.0 percent increase in 
customer volume coupled with a 7.8 percent increase in average selling prices. 
Average prices for polyethylene and polypropylene resins increased 
significantly versus the first quarter of 1996, more than offsetting a decline 
in ethylene oxide/glycol prices.  Operating profit for the first quarter of 
1997 improved to $62 million from $58 million.

Selling, administration and other expenses were $80 million in the first 
quarter of 1997, versus $81 million in the first quarter of 1996.

Partnership income increased $9 million, or 34.6 percent, in the first quarter 
of 1997 versus the comparable quarter in 1996 due to increased earnings of 
Petromont related to increases in polyethylene pricing and an increase of the 
earnings of UOP due to normal variations in quarterly sales activity.

Other income - net declined by $16 million from the first quarter of 1996, 
largely due to decreased interest income.  

Interest expense decreased $4 million in the first quarter of 1997, reflecting 
lower interest rates due to first quarter 1997 refinancings and an increase in 
capitalized interest associated with the corporation's capital program.

Loss from corporate investments carried at equity declined from $14 million in 
the first quarter of 1996 to $2 million in the current quarter.  This 
improvement is the result of improved Polimeri Europa results partially offset 
by an increase in EQUATE's preliminary operating expenses.  These expenses are 
expected to continue through start-up in the second half of 1997.

Estimates of 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 have not changed materially since December 31, 1996.  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 6 through 9 of this report on Form 10-Q.

The corporation continues to be named as one of a number of defendants in 
lawsuits 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 6 through 9 of this report on Form 10-Q.


Accounting Changes 

Statement of Financial Accounting Standards No. 128 ("Statement 128"), 
"Earnings Per Share", will require presentation of "basic" and "diluted" 
earnings per share for periods ending after December 15, 1997.  Had 
Statement 128 been in effect, "basic" and "diluted" earnings per common share 
would have been $1.17 and $1.03, respectively, in the first quarter of 1997 
($1.15 and $1.01 per common share, respectively, in the first quarter of 
1996).



Financial Condition - March 31, 1997 


Cash flow from operations for the first quarter of 1997 was $178 million, down
from $213 million in the first quarter of 1996, principally caused by a 
decline in deferred income taxes and an increase in undistributed earnings of 
companies carried at equity.

Cash flow used for investing totaled $183 million, down from $439 million in 
the comparable period of 1996.  The majority of this decline is due to 
decreases of $48 million in capital expenditures and $214 million in 
investments, advances and acquisitions.  Major capital projects in progress in 
the first quarter of 1997 included a new CARBOWAX polyethylene glycol and 
TERGITOL surfactants facility, an ethanolamine unit and an olefins expansion, 
all at Taft, La., as well as an upgrade of information technology 
infrastructure.  Capital expenditures are expected to approximate 1996 levels 
by the end of 1997.  Major capital projects in 1996 included an ethylene 
propylene rubber facility at Seadrift, Tex., as well as new cogeneration 
facilities at Texas City, Tex. and Taft, La., and an upgrade of information 
technology infrastructure.  During the first quarter of 1997 the corporation 
made an additional investment of $12 million in EQUATE Petrochemical Company.  
Significant investments and acquisitions in the first quarter of 1996 included 
the purchases of 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.

Cash flow from financing was $126 million for the first quarter of 1997, as 
opposed to cash flow used by financing of $79 million for the quarter ended 
March 31, 1996.  The 1997 quarter included common stock repurchases of 
1.9 million shares for $73 million under the existing common stock repurchase 
program.  Cash dividends totaled $27 million, while debt was reduced by
$28 million.

On January 30, 1997, a newly formed real estate investment trust subsidiary 
issued $250 million of preferred stock bearing a current dividend yield of 
14 percent for 10 years and 1 percent thereafter,

The corporation's ratio of debt to total capital decreased to 39.5 percent at 
March 31, 1997 from 42.7 percent at December 31,1996.  At March 31, 1997 there 
were no outstanding borrowings under the existing major bank credit agreement 
aggregating $1 billion.



                         PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

         See Note 4 to the corporation's consolidated financial statements
         on pages 6 through 9 of this report on Form 10-Q.


Item 2.  Sales of Unregistered Securities

         During the first quarter of 1997, put options were sold to 
         institutional investors in a series of private placements exempt from 
         registration under Section 4(2) of the Securities Act of 1933, 
         entitling the holders to sell 800,000 shares of Union Carbide 
         Corporation common stock to the corporation, at $45.00 per share.  
         Premiums received for the sales of the options totaled $898,500.


Item 4.  Submission of Matters to a Vote of Security Holders

         (a)  Annual Meeting - April 23, 1997

         (b)  Election of Directors

              Proxies for the meeting were solicited pursuant to
              Regulation 14A.  There was no solicitation in opposition to 
              the management's nominees as listed in the proxy statement.  
              All of the management's nominees as listed in the proxy 
              statement were elected, the vote on said proposal being as 
              follows:

                                                Shares Voted

                 Directors             Shares For      Shares Withheld

              John J. Creedon         124,524,975         1,577,935
              C. Fred Fetterolf       124,834,150         1,268,760
              Joseph E. Geoghan       124,937,651         1,165,259
              Thomas P. Gerrity       124,919,086         1,183,824
              Rainer E. Gut           123,445,515         2,657,395
              Vernon E. Jordan, Jr.   124,191,371         1,911,539
              William H. Joyce        124,664,664         1,438,246
              Robert D. Kennedy       124,743,052         1,359,858
              Ronald L. Kuehn, Jr.    124,890,526         1,212,384
              Rozanne L. Ridgway      124,807,819         1,295,091
              James M. Ringler        124,891,613         1,211,297
              William S. Sneath       122,358,810         3,744,100

              Election required a plurality of the common and ESOP shares 
              voted.



         (c)  Other matters voted upon.

              Proposal to Ratify the Appointment of Auditors

              Shareholders ratified the appointment of KPMG Peat Marwick LLP 
              to conduct the annual audit of the financial statements of the 
              corporation and its consolidated subsidiary companies for the 
              year ending December 31, 1997.

              The vote was:

              FOR - 124,739,670 shares or 99.46 percent of the shares voted.

              AGAINST - 674,785 shares or 0.54 percent of the shares voted.

              ABSTAIN - 688,455 shares.

              Ratification required an affirmative vote of a majority of the 
              common and ESOP shares voted.


              Proposal to Adopt the 1997 Union Carbide Long-Term Incentive
              Plan                                                        

              Shareholders approved and authorized the 1997 Union Carbide 
              Long-Term Incentive Plan.

              The vote was:

              FOR - 104,646,685 shares or 73.41 percent of the shares 
                    outstanding (83.78 percent of the shares voted).

              AGAINST - 20,257,820 shares or 14.21 percent of the shares 
                        outstanding (16.22 percent of the shares voted).

              ABSTAIN - 1,198,405 shares.

              Approval required an affirmative vote of a majority of the 
              common and ESOP shares outstanding.


              Proposal to Adopt the 1997 Stock Option Plan for Non-Employee
              Directors of Union Carbide Corporation                       

              Shareholders approved and authorized the 1997 Stock Option Plan 
              for Non-Employee Directors of Union Carbide Corporation.

              The vote was:

              FOR - 115,337,118 shares or 80.91 percent of the shares 
                    outstanding (92.60 percent of the shares voted).

              AGAINST - 9,222,735 shares or 6.47 percent of the shares 
                        outstanding (7.40 percent of the shares voted).

              ABSTAIN - 1,543,057 shares.

              Approval required an affirmative vote of a majority of the 
              common and ESOP shares outstanding.



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

              The following exhibits are filed as part of this report:

                  11  -  Computation of Earnings Per Share
                  27  -  Financial Data Schedule.

         (b)  The corporation filed the following reports on Form 8-K for the
              three months ended March 31, 1997.

              (1) Form 8-K dated January 20, 1997, contained the corporation's
                  press release dated January 20, 1997.

              (2) Form 8-K dated January 22, 1997, contained the Distribution
                  Agreement dated January 22, 1997 among Registrant, Credit 
                  Suisse First Boston Corporation, Morgan Stanley & Co. 
                  Incorporated and Donaldson, Lufkin & Jenrette Securities
                  Corporation, the Bond Resolution and the Forms of the Fixed 
                  and Floating Rate Notes related to the corporation's Medium 
                  Term Notes program.







                                 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:  May 9, 1997                      By:      /s/John K. Wulff    
                                                 JOHN K. WULFF
                                                 Vice-President, Chief
                                                 Financial Officer and
                                                 Controller


                                EXHIBIT INDEX



Exhibit                                                             Page
  No.                             Exhibit                            No. 

  11        Computation of Earnings Per Share                        19

  27        Financial Data Schedule                                  20