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 June 30, 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 July 31, 1997
Common Stock, $1 par value                             124,218,449 shares


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

                   UNION CARBIDE CORPORATION AND SUBSIDIARIES

                                     INDEX




PART I. FINANCIAL INFORMATION

                                                                         PAGE
  Financial Statements

    Condensed Consolidated Statement of Income - 
      Quarter ended June 30, 1997 and 1996.........................        3

    Condensed Consolidated Statement of Income - 
      Six months ended June 30, 1997 and 1996......................        4

    Condensed Consolidated Balance Sheet - 
      June 30, 1997 and December 31, 1996..........................        5

    Condensed Consolidated Statement of Cash Flows -
      Six months ended June 30, 1997 and 1996......................        6

  Notes to Condensed Consolidated Financial Statements.............       7-10

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



PART II. OTHER INFORMATION

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

  Item 2.  Changes in Securities...................................       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 June 30,  
                                                           1997        1996

NET SALES                                                $ 1,666     $ 1,559

  Cost of sales, exclusive of depreciation and
    amortization                                           1,220       1,150
  Research and development                                    41          40
  Selling, administration and other expenses(a)               75          78
  Depreciation and amortization                               87          79
  Partnership income                                          37          37
  Other income (expense) - net                                11          (4)

INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
  INCOME TAXES                                               291         245
  Interest expense                                            19          14

INCOME BEFORE PROVISION FOR INCOME TAXES                     272         231
  Provision for income taxes                                  79          65

INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS            193         166
  Minority interest                                            5           -
  Income from corporate investments carried at equity          3           7

NET INCOME                                                   191         173
  Preferred stock dividend, net of income taxes                3           3

NET INCOME - COMMON STOCKHOLDERS                         $   188     $   170

Earnings per common share
  Primary                                                $  1.41     $  1.23
  Fully diluted                                          $  1.28     $  1.12
Cash dividends declared per common share                 $  0.1875   $  0.1875

           

(a) Selling, administration and other expenses include:
      Selling                                            $    31     $    32
      Administration                                          34          28
      Other expenses                                          10          18
                                                         $    75     $    78


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)
                                                      Six months ended June 30,
                                                           1997        1996

NET SALES                                                $ 3,304     $ 3,060

  Cost of sales, exclusive of depreciation and
    amortization                                           2,451       2,249
  Research and development                                    81          76
  Selling, administration and other expenses(a)              155         159
  Depreciation and amortization                              169         154
  Partnership income                                          72          63
  Other income - net                                          18          19

INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
  INCOME TAXES                                               538         504
  Interest expense                                            38          37

INCOME BEFORE PROVISION FOR INCOME TAXES                     500         467
  Provision for income taxes                                 145         131

INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS            355         336
  Minority interest                                            8          (1)
  Income (loss) from corporate investments 
    carried at equity                                          1          (7)

NET INCOME                                                   348         330
  Preferred stock dividend, net of income taxes                5           5

NET INCOME - COMMON STOCKHOLDERS                         $   343     $   325

Earnings per common share
  Primary                                                $  2.54     $  2.34
  Fully diluted                                          $  2.31     $  2.13
Cash dividends declared per common share                 $  0.375    $  0.375

           

(a) Selling, administration and other expenses include:
      Selling                                            $    62     $    64
      Administration                                          63          59
      Other expenses                                          30          36
                                                         $   155     $   159


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 
                                                      June 30,  Dec. 31,
                                                        1997      1996  

ASSETS
  Cash and cash equivalents                           $  115     $   94
  Notes and accounts receivable                        1,079      1,047
  Inventories                                            544        541
  Other current assets                                   185        191
  Total current assets                                 1,923      1,873

  Property, plant and equipment                        7,424      7,159
  Less: Accumulated depreciation                       3,855      3,750
  Net fixed assets                                     3,569      3,409

  Companies carried at equity                            701        695
  Other investments and advances                          64         77
  Total investments and advances                         765        772

  Other assets                                           513        492

  Total assets                                        $6,770     $6,546


LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                    $  273     $  268
  Short-term debt and current portion of
    long-term debt                                        88        112
  Accrued income and other taxes                          96        133
  Other accrued liabilities                              674        765
  Total current liabilities                            1,131      1,278

  Long-term debt                                       1,467      1,487
  Postretirement benefit obligation                      470        473
  Other long-term obligations                            812        811
  Deferred credits                                       345        301
  Minority stockholders' equity in consolidated
    subsidiaries                                         279         29
  Convertible preferred stock - ESOP                     140        144
  Unearned employee compensation - ESOP                  (82)       (91)
  Stockholders' equity:
    Common stock - authorized - 500,000,000 shares
                 - issued     - 154,609,669 shares       155        155
    Additional paid-in capital                           317        370
    Translation and other equity adjustments             (49)       (33)
    Retained earnings                                  2,925      2,629
    Less: Treasury stock, at cost-30,580,343 shares
                (28,169,324 shares in 1996)            1,140      1,007
  Total stockholders' equity                           2,208      2,114
  Total liabilities and stockholders' equity          $6,770     $6,546

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
                                                 Six months ended June 30, 
                                                     1997         1996 
                                                  Increase (decrease) in
                                                cash and cash equivalents
OPERATIONS
  Net income                                        $ 348        $ 330 
  Noncash charges (credits) to net income 
    Depreciation and amortization                     169          154 
    Deferred income taxes                              37           24 
    Other                                             (10)           7  
    Net gains on investing transactions                 -           (1)
  Increase in working capital(a)                     (151)        (106)
  Long-term assets and liabilities                     10           16
Cash Flow From Operations                             403          424
INVESTING
  Capital expenditures                               (328)        (363) 
  Investments, advances and acquisitions
    (excluding cash acquired)                         (43)        (262) 
  Sale of fixed and other assets                        1           12
Cash Flow Used for Investing                         (370)        (613)
FINANCING
  Change in short-term debt (3 months or less)        (41)          68   
  Proceeds from short-term debt                        20           21
  Repayment of short-term debt                          -          (26)
  Proceeds from long-term debt                         14            -
  Repayment of long-term debt                         (20)          (5)
  Issuance of common stock                             25           87 
  Purchase of common stock                           (176)        (272)
  Proceeds from subsidiary preferred stock            246            -
  Payment of dividends                                (66)         (56)
  Other                                               (13)           1
Cash Flow Used for Financing                          (11)        (182)
  Effect of exchange rate changes on cash and
  cash equivalents                                     (1)           - 
  Change in cash and cash equivalents                  21         (371)
  Cash and cash equivalents beginning-of-period        94          449 
Cash and cash equivalents end-of-period             $ 115        $  78 

Cash paid for interest and income taxes                              
  Interest (net of amount capitalized)              $  38        $  32 
  Income taxes                                      $  60        $ 110 

_____________

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

(Increase) decrease in current assets
  Notes and accounts receivable                 $ (31)       $ (58)
  Inventories                                      (3)          68  
  Other current assets                              8            4 
Decrease in payables and accruals                (125)        (120)
Increase in working capital                     $(151)       $(106)


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 1996 annual report to stockholders.


2.  Common Stock

On July 23, 1997, the board of directors of the corporation increased the 
number of shares that may be repurchased under the existing common stock 
repurchase program by 10 million shares to an aggregate of 60 million 
shares since inception of the program.

Through June 30, 1997, since inception of its common share repurchase 
program, the corporation repurchased 46.0 million shares (3.7 million 
during 1997) at an average effective price of $33.69 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 11.5 million shares of common stock to UCC, at specified prices 
upon exercise of the options. Through June 30, 1997, since inception of 
this program, options representing 8.7 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 0.7 million shares remain outstanding at June 30, 1997.  

Premiums received since the inception of the program, recorded as 
additional paid-in capital, have reduced the average price of repurchased 
shares from $33.95 per share to $33.69 per share.


3.  Inventories
                                                  Millions of dollars  
                                                  June 30,     Dec. 31,
                                                    1997         1996  
Raw materials and supplies                        $   131      $   114
Work in process                                        57           54
Finished goods                                        356          373
                                                  $   544      $   541



4.  Commitments and Contingencies

The corporation has three major agreements for the purchase of ethylene-
related products and two other purchase agreements in the U.S. and Canada.  
The net present value of the fixed and determinable portion of these 
obligations at June 30, 1997 totaled $325 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 June 30, 1997, the corporation had established environmental remediation 
accruals in the amount of $288 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 
$141 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 June 30, 1997 included $197 million for these 
sites, of which $72 million was for estimated future expenditures for site 
investigation and cleanup and $125 million was for estimated future 
expenditures for closure and postclosure activities.  In addition, 
$73 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 June 30, 1997 
included $91 million for estimated future expenditures for site 
investigation and cleanup at these sites.  In addition, $68 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 $33 million for estimated future 
expenditures for site investigation and cleanup.  In addition, $16 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 June 30, 1997) of EQUATE Petrochemical Company's 
("EQUATE") 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.  EQUATE is 
considering the possible refinancing of its debt.

The corporation had additional contingent obligations at June 30, 1997 of 
$69 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 
$182 million, and related insurance recovery receivables of $135 million.  
At June 30, 1997, the corporation had nonenvironmental litigation loss 
contingencies of $44 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.  On 
July 25, 1997, the corporation mortgaged domestic real estate with a fair 
market value of approximately $500 million 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.  As of June 30, 1997, the effect of any such 
redemption on the corporation's results of operations would be immaterial.

              DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                          AND FINANCIAL CONDITION

Overview

The corporation reported second quarter 1997 net income available to common 
stockholders of $188 million, or $1.28 per common share, fully diluted ($1.41 
per common share, primary). For the first six months of 1997, net income 
available to common stockholders was $343 million, or $2.31 per common share, 
fully diluted ($2.54 per common share, primary).  

For the corresponding quarter in 1996, the corporation reported earnings of 
$170 million, or $1.12 per common share, fully diluted ($1.23 per common 
share, primary).  For the first six months of 1996, net income available to 
common stockholders was $325 million, or $2.13 per common share, fully diluted 
($2.34 per common share, primary).

The corporation's earnings for the quarter and six month periods ended June 
30, 1997 increased compared to the same periods in 1996.  For the second 
quarter, net sales increased compared to the prior year period as a result of 
improved sales volumes in both of the corporation's segments.  In addition, 
the Basic Chemicals & Polymers segment benefited from increased polyethylene 
prices.  In contrast, average selling prices for the Specialties & 
Intermediates segment were lower than in the second quarter of 1996.  Raw 
material costs continued to decline from very high levels at the beginning of 
1997 to levels which, in the second quarter of 1997, were comparable to those
of the prior year period.  For the first half of 1997, the positive impact of 
improved volumes in both segments and improved polyethylene pricing in the 
Basic Chemicals & Polymers segment was partially offset by the effect of 
higher average raw material costs.

Looking ahead to the third quarter, the corporation anticipates continued 
strong demand and improved pricing for ethylene glycol coupled with stable raw 
material costs in the Basic Chemicals & Polymers segment.  Average selling 
prices should improve in the Specialties & Intermediates segment.  However, 
the impact of these price increases in the Specialties & Intermediates segment 
is likely to be mitigated by the effect of higher transfer prices for ethylene 
oxide (manufactured by the Basic Chemicals & Polymers segment for the 
Specialties & Intermediates segment) and potential tightness in propylene, key 
raw materials for the Specialties & Intermediates segment.


Results of Operations

Net sales increased 6.9 percent in the second quarter and 8.0 percent in the 
first half of 1997, as compared to the same periods in 1996.  These increases 
were driven by a 4.6 percent and 8.8 percent increase in customer volume for 
the second quarter and six month periods, respectively, as compared to similar 
periods in 1996.  Average selling prices increased slightly for the second 
quarter and decreased slightly for the first half in comparison to the same 
periods in 1996.

Variable margin (net sales less variable manufacturing and distribution costs) 
was 44.5 percent and 43.4 percent for the current three and six month periods, 
respectively, compared to 45.0 percent and 45.2 percent, respectively, for the 
same periods in 1996.  Although variable margin as a percent of sales declined 
in each period, variable margin dollars increased $40 million, or 5.7 percent, 
and $51 million, or 3.7 percent, for the second quarter and first six months
of 1997, respectively, as compared to the same periods in 1996.  Increased 
volumes in both segments and increased polyethylene selling prices in the 
Basic Chemical & Polymers segment contributed to the increases in variable 
margin dollars for these periods.  Increased raw material costs coupled with 
decreases in the average selling prices for products in the Specialties
& Intermediates segment, however, limited variable margin improvement for the
first half of 1997 compared to the prior year.

Gross margin (variable margin less fixed manufacturing and distribution 
costs), as a percent of sales, remained relatively stable for the second 
quarter and six month periods ended June 30, 1997 as compared to the same 
periods in 1996.  

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 second quarter and six month periods 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.

                                            Quarter ended     Six months ended
                                               June 30,           June 30,
Millions of dollars                         1997     1996      1997     1996 

                               Sales
Specialties & Intermediates                $1,139   $1,109    $2,261   $2,186
Basic Chemicals & Polymers                    604      527     1,201    1,046
Intersegment Eliminations                     (77)     (77)     (158)    (172)
Total                                      $1,666   $1,559    $3,304   $3,060


                          Operating Profit
Specialties & Intermediates                $  191   $  190    $  375   $  383 
Basic Chemicals & Polymers                    101       47       163      105
Other                                          (1)       8         -       16 
Total                                      $  291   $  245    $  538   $  504


                   Depreciation and Amortization
Specialties & Intermediates                $   55   $   48    $  106   $   94
Basic Chemicals & Polymers                     32       31        63       60
Total                                      $   87   $   79    $  169   $  154


                        Capital Expenditures
Specialties & Intermediates                $  103   $  132    $  191   $  266
Basic Chemicals & Polymers                     87       45       137       97
Total                                      $  190   $  177    $  328   $  363

Net sales of the Specialties & Intermediates segment increased $30 million or 
2.7 percent in the current quarter over the same quarter in 1996, and 
$75 million or 3.4 percent in the current six month period as compared to the 
same six months of 1996.  Operating profit for the second quarter of 1997 was 
$191 million, compared to $190 million for the same quarter of 1996; operating 
profit was $375 million for the first half of 1997, versus $383 million for 
the comparable period in 1996.  For the three and six month periods ended 
June 30, 1997, this segment benefited from a 5.2 percent and 9.2 percent 
increase in volume, respectively, compared to similar periods in 1996, 
partially offset by a decline in average selling prices of 2.5 percent and 
5.3 percent, respectively.

Net sales of the Basic Chemicals & Polymers segment increased $77 million, or 
14.6 percent in the current quarter over the same quarter of 1996 and 
$155 million or 14.8 percent in the first half of 1997 over the first half of 
1996.  Operating profit showed considerable improvement of $54 million and 
$58 million, respectively, in the current quarter and six month periods ended 
June 30, 1997 compared to the same periods in 1996.  These increases were the 
result of a 12.4 percent and 9.9 percent increase in average selling prices in 
the quarter and six months of 1997, respectively, versus the comparable 
periods of 1996.  In addition to the growth in the average selling prices, 
customer volume levels increased 3.9 percent and 8.3 percent for the same 
periods.  

Selling, administration and other expenses declined $3 million and $4 million 
in the second quarter and the first six months of 1997, respectively, versus 
comparable periods of 1996.

Partnership income in the second quarter of 1997 was consistent with the 
second quarter of 1996.  For the first half of 1997 partnership income 
increased $9 million, as compared to the same period in 1996 due to increased 
earnings of Petromont and UOP. 

Other income (expense) - net increased $15 million in the second quarter of 
1997, and decreased $1 million in the first half of 1997, as compared to the 
same periods in 1996, largely due to decreased interest income offset in the 
second quarter by lack of a charge comparable to that taken in 1996 for the 
discontinuance of the high density polyethylene recycle resin operation. 

Interest expense increased $5 million to $19 million for the second quarter of 
1997 compared to the second quarter a year ago and remained stable for the 
first half of 1997 compared to the first half of 1996.  The increase from the 
second quarter of 1996 to the second quarter of 1997 was the result of a 
decrease in capitalized interest associated with the corporation's capital 
program and an increase in the corporation's long-term debt.

Income (loss) from corporate investments carried at equity decreased 
$4 million from income of $7 million in the second quarter of 1996 to income 
of $3 million in the same period of 1997.  Lower earnings quarter to quarter 
are the result of an increase in preliminary operating expenses associated 
with EQUATE Petrochemical Company ("EQUATE") which are expected to continue 
until plant start-up in the second half of 1997.  For the first half of 1997, 
income (loss) from corporate investments carried at equity increased by 
$8 million to $1 million due to improved Polimeri Europa results partially 
offset by the preliminary operating expenses being incurred by EQUATE.


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 7 through 10 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 7 through 10 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 $1.46 and $1.28, respectively, in the second quarter of 1997 
($1.27 and $1.12 per common share, respectively, in the second quarter of 
1996) and $2.63 and $2.31, respectively, for the six months ended June 30, 
1997 ($2.42 and $2.13 per common share, respectively, for the six months ended 
June 30, 1996).


Financial Condition - June 30, 1997 

Cash flow from operations for the first six months of 1997 was $403 million, 
down from $424 million in the first six months of 1996.  Increased working 
capital requirements more than offset the effect of higher net income and 
non-cash charges (credits) to net income.


Cash flow used for investing totaled $370 million, down from $613 million in 
the comparable period of 1996.  The majority of this decline is due to 
decreases of $219 million in investments, advances and acquisitions.  
Significant investments and acquisitions in the first half 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.  

Major capital projects in progress in the first half 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.

The upgrade of information technology systems, expected to be completed by 
1999, will also address technological issues related to the year 2000.  The 
corporation is reviewing all internal processes and hardware and software 
issues, and is also discussing with its vendors and customers the possibility 
of any interface difficulties which may affect the corporation.  To date, no 
significant concerns have been identified.

Cash flow used for financing in the first half of 1997 was $11 million in 
comparison to $182 million in the first half of 1996.  The first half of 1997 
included common stock repurchases of 3.7 million shares for cash of 
$176 million under the existing common stock repurchase program.  On July 23, 
1997, the corporation's board of directors authorized an increase in the 
number of shares that may be repurchased under the existing common stock 
repurchase program by 10 million shares to an aggregate of 60 million shares 
since 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.  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.  Cash dividends, including those paid 
to preferred shareholders of the real estate investment trust subsidiary, 
totaled $66 million, while net repayments of debt totaled $27 million.

The corporation's ratio of debt to total capital decreased to 38.5 percent at 
June 30, 1997 from 42.7 percent at December 31, 1996.  At June 30, 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 7 through 10 of this report on Form 10-Q.


Item 2.  Changes in Securities

         (c)  Sales of Unregistered Securities

              During the first half 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 1,300,000 shares of Union 
              Carbide Corporation common stock to the corporation, at prices 
              ranging from $44.50 to $45.00 per share.  Premiums received for 
              the sales of the options totaled $1,465,000.


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)  No reports on Form 8-K were filed for the three months ended
              June 30, 1997.




                                 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:  August 8, 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