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, 1999

                                      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, 1999
Common Stock, $1 par value                             132,902,290 shares


              Total number of sequentially numbered pages in this filing,
                including exhibits thereto:  25
<PAGE>


                                     INDEX

                                                                         PAGE
PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements of Union Carbide Corporation and
           Subsidiaries

         Condensed Consolidated Statement of Income - 
           Quarter Ended March 31, 1999 and 1998.....................      3

         Condensed Consolidated Balance Sheet - 
           March 31, 1999 and December 31, 1998......................      4

         Condensed Consolidated Statement of Cash Flows -
           Quarter Ended March 31, 1999 and 1998.....................      5

         Notes to Condensed Consolidated Financial Statements .......    6-11

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................   12-20

Item 3.  Quantitative and Qualitative Disclosure About Market Risk...   13-14

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...........................................     21

Item 2.  Changes in Securities and Use of Proceeds...................     21

Item 4.  Submission of Matters to a Vote of Security Holders.........     21

Item 6.  Exhibits and Reports on Form 8-K............................     22

Signature............................................................     23

Exhibit Index........................................................     24

Cautionary statement: All statements in this Quarterly Report on Form 10-Q 
that do not reflect historical information are forward-looking statements, 
within the meaning of the Private Securities Litigation Reform Act of 1995 (as 
amended). Forward-looking statements include statements concerning plans; 
objectives; strategies; anticipated future events or performance; sales; cost, 
expense and earnings expectations; the Year 2000 issue; interest rate and 
currency risk management; the chemical markets in 1999 and beyond; cost 
reduction targets; earnings and profitability targets; development, production 
and acceptance of new products and process technologies; ongoing and planned 
capacity additions and expansions; joint ventures; Management's Discussion & 
Analysis; and any other statements that do not reflect historical information. 
Such forward-looking statements are subject to risks and uncertainties. 
Important factors that could cause actual results to differ materially from 
those discussed in such forward-looking statements include the supply/demand 
balance for the corporation's products; customer inventory levels; competitive 
pricing pressures; feedstock availability and costs; changes in industry 
production capacities and operating rates; currency exchange rates; interest 
rates; global economic conditions; disruption in transportation facilities; 
competitive technology positions; failure by the corporation to achieve 
technology objectives, Year 2000 readiness, achieve cost reduction targets or 
complete projects on schedule and on budget; and inability to obtain new 
customers or retain existing ones. 

                                    - 2 -
<PAGE>



                        PART I. FINANCIAL INFORMATION
<TABLE>
                  UNION CARBIDE CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                                         Millions of dollars
                                                    (Except per share figures)
                                                      Quarter ended Mar. 31, 
                                                           1999        1998
<S>                                                      <C>         <C>
NET SALES                                                $ 1,402     $ 1,561

  Cost of sales, exclusive of depreciation and
    amortization                                           1,042       1,161 
  Research and development                                    37          37 
  Selling, administrative and other expenses(a)               70          84 
  Depreciation and amortization                              104          95 
  Partnership income                                           6          37 
  Other income - net                                          14          11

INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR
  INCOME TAXES                                               169         232
  Interest expense                                            31          27

INCOME BEFORE PROVISION FOR INCOME TAXES                     138         205
  Provision for income taxes                                  34          59

INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS            104         146
  Minority interest                                            1           1
  Loss from corporate investments carried at equity           32           3

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                        71         142
  Cumulative effect of change in accounting principle        (20)          -

NET INCOME                                               $    51     $   142

Earnings per common share
  Basic -
    Income before cumulative effect of change
      in accounting principle                            $  0.53     $  1.03
    Cumulative effect of change in accounting principle    (0.14)          -
    Net income                                              0.39        1.03

  Diluted -
    Income before cumulative effect of change
      in accounting principle                            $  0.52     $  1.01
    Cumulative effect of change in accounting principle    (0.14)          -
    Net income                                              0.38        1.01
Cash dividends declared per common share                 $  0.2250   $  0.2250

           

(a) Selling, administrative and other expenses include:
      Selling                                            $    23     $    26
      Administrative                                          25          29
      Other expenses                                          22          29
                                                         $    70     $    84
<FN>
The Notes to Condensed Consolidated Financial Statements on Pages 6 through 11 
should be read in conjunction with this statement. 
</FN>
</TABLE>


                                    - 3 -
<PAGE>



<TABLE>
                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
<CAPTION>
                                                     Millions of dollars 
                                                     Mar. 31,  Dec. 31,
                                                       1999       1998  

ASSETS
<S>                                                   <C>        <C>
  Cash and cash equivalents                           $   33     $   49
  Notes and accounts receivable                          997        933
  Inventories                                            571        667
  Other current assets                                   273        257
  Total current assets                                 1,874      1,906

  Property, plant and equipment                        8,509      8,409
  Less: Accumulated depreciation                       4,290      4,228
  Net fixed assets                                     4,219      4,181

  Companies carried at equity                            586        624
  Other investments and advances                         122        141
  Total investments and advances                         708        765

  Other assets                                           491        439

  Total assets                                        $7,292     $7,291


LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                    $  226     $  264
  Short-term debt and current portion of
    long-term debt                                       515        426
  Accrued income and other taxes                          57        110
  Other accrued liabilities                              642        670
  Total current liabilities                            1,440      1,470

  Long-term debt                                       1,796      1,796
  Postretirement benefit obligation                      445        450
  Other long-term obligations                            618        602
  Deferred credits                                       535        488
  Minority stockholders' equity in consolidated
    subsidiaries                                          37         36
  Stockholders equity:
    Common stock - authorized - 500,000,000 shares
                 - issued     - 155,523,242 shares
                     (155,052,017 shares in 1998)        156        155
    Additional paid-in capital                            89         79
    Other equity adjustments                               -         (2)
    Accumulated other comprehensive loss                (157)      (104)
    Retained earnings                                  3,379      3,357
    Unearned employee compensation - ESOP                (55)       (67)
    Treasury stock, at cost-22,863,615 shares
                (22,366,017 shares in 1998)             (991)      (969)
  Total stockholders equity                            2,421      2,449
  Total liabilities and stockholders' equity          $7,292     $7,291
<FN>
The Notes to Condensed Consolidated Financial Statements on Pages 6 through 11 
should be read in conjunction with this statement.
</FN>
</TABLE>

                                    - 4 -

<PAGE>



<TABLE>
                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                                    Millions of dollars
                                                  Quarter ended Mar. 31, 
                                                     1999         1998 
                                                  Increase (decrease) in
                                                cash and cash equivalents
OPERATIONS
<S>                                                 <C>          <C>
  Income before cumulative effect of change in 
    accounting principle                            $  71        $ 142 
  Noncash charges (credits) to net income 
    Depreciation and amortization                     104           95 
    Deferred income taxes                              39           40 
    Equity in (earnings) losses of joint ventures, 
      net of cash received                             33           (8)
    Other                                               2           22  
  Increase in working capital(a)                     (135)        (148)
  Long-term assets and liabilities                    (13)          (4)
Cash Flow From Operations                             101          139
INVESTING
  Capital expenditures                               (173)        (146) 
  Investments, advances and acquisitions              (19)          (5)
  Proceeds from the sale of 
    available-for-sale securities                       8            9  
  Purchase of available-for-sale securities            (9)         (12)  
  Sale of fixed and other assets                       18            3
Cash Flow Used for Investing                         (175)        (151)
FINANCING
  Change in short-term debt (3 months or less)        111           80  
  Proceeds from short-term debt                         -            7
  Repayments of short-term debt                        (4)           -
  Proceeds from long-term debt                         37            -
  Repayments of long-term debt                        (52)          (1)
  Issuance of common stock                              9           13 
  Purchase of common stock                            (22)         (49)
  Payment of dividends                                (29)         (30)
  Other                                                 9            9 
Cash Flow From Financing                               59           29 
Effect of exchange rate changes on cash and
  cash equivalents                                     (1)           - 
  Change in cash and cash equivalents                 (16)          17 
Cash and cash equivalents, beginning-of-period         49           20 
Cash and cash equivalents, end-of-period            $  33        $  37 

Cash paid for interest and income taxes                                
  Interest (net of amount capitalized)              $  24        $  18 
  Income taxes                                      $   6        $   8 

              
<FN>
(a) Net change in certain components of working capital (excluding noncash 
transactions):

(Increase) decrease in current assets
  Notes and accounts receivable                 $ (79)       $ (61)
  Inventories                                      96           (5) 
  Other current assets                            (36)           5 
Decrease in payables and accruals                (116)         (87)
Increase in working capital                     $(135)       $(148)


The Notes to Condensed Consolidated Financial Statements on Pages 6 through 11 
should be read in conjunction with this statement.
</FN>
</TABLE>

                                    - 5 -

<PAGE>



                    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 1998 annual 
report to stockholders.

Unrealized gains and losses resulting from translating foreign subsidiaries' 
assets and liabilities into U.S. dollars generally are recognized as part of 
"Comprehensive Income (Loss)", and are included in "Accumulated other 
comprehensive loss" on the Condensed Consolidated Balance Sheet until such 
time as the subsidiary is sold or substantially or completely liquidated.  
Translation gains and losses relating to those operations located in Latin 
American countries where hyperinflation exists and to international operations 
using the U.S. dollar as their functional currency are included in the 
Condensed Consolidated Statement of Income.  


2.  Comprehensive Income (Loss)

The following summary presents the components of comprehensive income (loss):
<TABLE>
<CAPTION>
                                                          Quarter Ended   
                                                       Mar. 31,   Mar. 31,
Millions of dollars                                      1999       1998  
<S>                                                     <C>        <C>
Net income                                              $  51      $ 142
Other comprehensive income (loss):
  Unrealized gains and losses on available-for-sale
    securities, net of reclassification adjustment,
    net of tax                                              -          6 
  Foreign currency translation adjustments                (53)         8

Total Comprehensive Income (Loss)                       $  (2)     $ 156
</TABLE>

3. Inventories
<TABLE>
<CAPTION>
                                                       Mar. 31,   Dec. 31,
Millions of dollars                                      1999       1998  
<S>                                                     <C>        <C>
Raw materials and supplies                              $ 163      $ 187
Work in process                                            28         41
Finished goods                                            380        439
                                                        $ 571      $ 667
</TABLE>
                                    - 6 -

<PAGE>




4.  Business and Geographic Segment Information

The corporation has two operating segments, Specialties & Intermediates (S&I) 
and Basic Chemicals & Polymers (BC&P).  The S&I segment includes the 
corporation's specialty chemicals and polymers product lines, licensing, and 
solvents and chemical intermediates.  The BC&P 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.  In addition to its 
operating segments, the corporation's Other segment includes its non-core 
operations and financial transactions other than derivatives designated as 
hedges, which are included in the same segment as the item being hedged.

Sales of the BC&P segment include intersegment sales, principally ethylene 
oxide, which are made at the estimated market value of the products 
transferred.  The corporation evaluates performance based on Income before 
interest expense and provision for income taxes (operating profit).

<TABLE>
<CAPTION>
                                    S&I       BC&P      Other      Total
Millions of dollars
for the three months ended
<S>                                <C>         <C>         <C>     <C>
March 31, 1999
  Net sales                        $1,034      $368        $ -     $1,402
  Intersegment revenues                 -        53          -         53
  Segment revenues                  1,034       421          -      1,455
  Depreciation and amortization        63        41          -        104
  Partnership income                    4         2          -          6
  Operating profit (loss)             203       (38)         4        169
  Interest expense                      -         -         31         31
  Income (loss) from corporate
    investments carried at equity       4       (36)         -        (32)


March 31, 1998
  Net sales                        $1,120      $441        $ -     $1,561
  Intersegment revenues                 -        77          -         77
  Segment revenues                  1,120       518          -      1,638
  Depreciation and amortization        60        35          -         95
  Partnership income                   37         -          -         37
  Operating profit (loss)             202        36         (6)       232
  Interest expense                      -         -         27         27
  Income (loss) from corporate
    investments carried at equity       3        (6)         -         (3)
</TABLE>
                                    - 7 -

<PAGE>



5.  Earnings Per Share

<TABLE>
<CAPTION>
                                                        Quarter Ended     
Millions of dollars,                                 Mar. 31,     Mar. 31,
except per share amounts                               1999         1998  
<S>                                                     <C>          <C>
Basic -
  Income before cumulative effect of change
    in accounting principle                             $  71        $ 142
  Cumulative effect of change in accounting
    principle                                             (20)           -
  Net income                                            $  51        $ 142

  Weighted average number of shares 
    outstanding for basic calculation             132,848,490  136,875,966

  Earnings per share -
    Income before cumulative effect of change
      in accounting principle                           $0.53        $1.03
    Cumulative effect of change in accounting
      principle                                         (0.14)           -
    Net income                                           0.39         1.03


Diluted -
  Income before cumulative effect of change
    in accounting principle                             $  71        $ 142
  Cumulative effect of change in accounting
    principle                                             (20)           -
  Net income                                            $  51        $ 142

  Weighted average number of shares 
    outstanding for basic calculation             132,848,490  136,875,966
      Add: Effect of stock options                  2,861,529    3,534,250
  Weighted average number of shares 
    outstanding for diluted calculation           135,710,019  140,410,216

  Earnings per share -
    Income before cumulative effect of change
      in accounting principle                           $0.52        $1.01
    Cumulative effect of change in accounting
      principle                                         (0.14)           -
    Net income                                           0.38         1.01
</TABLE>

6.  Common Stock

Since inception of its repurchase authorization in 1993 through March 31, 
1999, the corporation has repurchased 55.9 million shares (0.5 million during 
the first quarter of 1999) out of a total authorization of 60 million shares, 
at an average effective price of $35.89 per share.  The corporation will 
continue 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.  

                                    - 8 -

<PAGE>



In conjunction with the corporation's common stock buyback program put options 
were sold in a series of private placements, all of which were either 
exercised or expired unexercised prior to December 31, 1997.  Premiums 
received were recorded as Additional paid-in capital and reduced the average 
price of repurchased shares from $36.13 per share to $35.89 per share, since 
inception of the program.


7.  Commitments and Contingencies

The corporation has entered into three major agreements for the purchase of 
ethylene-related products and three 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, 1999 totaled $250 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, 1999, the corporation had established environmental remediation 
accruals in the amount of $210 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 $118 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, 1999 included $160 million for these sites, of which $63 million was 
for estimated future expenditures for site investigation and cleanup and 
$97 million was for estimated future expenditures for closure and postclosure 
activities.  In addition, $63 million of the corporation's environmental loss 
contingencies related to these sites.  The two sites with the largest total 
potential cost to the corporation are nonoperating sites.  Of the above 
accruals, these sites accounted for $37 million, of which $18 million was for 
estimated future expenditures for site investigation and cleanup and $19 
million was for estimated future expenditures for closure and postclosure 
activities.  In addition, $44 million of the above environmental loss 
contingencies related to these sites.

                                    - 9 -

<PAGE>



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, 1999 included 
$50 million for estimated future expenditures for site investigation and 
cleanup at these sites.  In addition, $55 million of the corporation's 
environmental loss contingencies related to these sites.  The largest of these 
sites is also a nonoperating site.  Of the above accruals, this site accounted 
for $6 million for estimated future expenditures for site investigation and 
cleanup.  In addition, $7 million of the above environmental loss 
contingencies related to this site.

In 1998, worldwide 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, totaled $91 million.  Expenses in 1997 and 1996 were $100 million 
and $110 million, respectively.  While estimates of the costs of environmental 
protection for 1999 are necessarily imprecise, the corporation estimates that 
the level of these expenses will be at a level comparable to the average of 
the last three years.

The corporation has severally guaranteed 45 percent (approximately 
$563 million at March 31, 1999) of EQUATE Petrochemical Company's debt and 
working capital financing needs until certain completion and financial tests 
are achieved.  If these tests are met, a $54 million several guarantee will 
provide ongoing support thereafter.  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, through March 31, 2001, substantially all of its 
guarantee of EQUATE's debt.

The corporation had additional contingent obligations at March 31, 1999 of 
$86 million, of which $54 million related to guarantees of debt.

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; trade regulation; 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 
$138 million, and related insurance recovery receivables of $122 million.  At 
March 31, 1999, the corporation had nonenvironmental litigation loss 
contingencies of $65 million. 

While it is impossible at this time to determine with certainty the ultimate 
outcome of any of the 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 when 
determinable.

                                    - 10 -

<PAGE>




8.  Accounting Changes

Effective January 1, 1999, the corporation adopted the provisions of the 
American Institute of Certified Public Accountants ("AICPA") Statement of 
Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities."  This 
SOP requires the expensing of certain costs, such as pre-operating expenses 
and organizational costs associated with an entity's start-up activities.  In 
accordance with this SOP's provisions, on January 1, 1999, the corporation 
recognized a charge of $27 million ($20 million after tax) as a cumulative 
effect of change in accounting principle, the majority of which represented 
formation costs associated with the corporation's joint ventures.

Also effective January 1, 1999, the corporation prospectively adopted the 
provisions of the AICPA's SOP 98-1, "Accounting for the Costs of Computer 
Software Developed or Obtained for Internal Use."  The effect of this adoption 
was not material to the corporation's results of operations or financial 
condition in the quarter of adoption and is not expected to be material to the 
corporation's results of operations or financial condition in the year of 
adoption.

In 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards ("Statement") No. 133, "Accounting for 
Derivative Instruments and Hedging Activities."  It requires that an entity 
recognize all derivative instruments as either assets or liabilities in the 
statement of financial position and measure those instruments at fair value.  
This Statement is effective for all fiscal quarters of fiscal years beginning 
after June 15, 1999.  The corporation is currently evaluating the effect this 
Statement will have on its financial position and results of operations in the 
period of adoption.  The corporation may consider early adoption of this 
Statement.


9.  Subsequent Events

In April 1999, the corporation issued $250 million of 6.70 percent Public 
Notes due April 2009.  The Notes pay interest semi-annually in April and 
October of each year.

                                    - 11 -

<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS


Union Carbide operates in two business segments.  The Specialties & 
Intermediates (S&I) segment converts basic and intermediate chemicals into a 
diverse portfolio of chemicals and polymers serving industrial customers in 
many markets.  This segment also provides technology services, including 
licensing, to the oil and petrochemicals industries.  The Basic Chemicals & 
Polymers (BC&P) segment converts hydrocarbon feedstocks, principally liquefied 
petroleum gas and naphtha, into ethylene or propylene used to manufacture 
polyethylene, polypropylene, ethylene oxide and ethylene glycol for sale to 
third-party customers, as well as ethylene, propylene, ethylene oxide and 
ethylene glycol for consumption by the S&I segment.  In comparison to those of 
S&I, the revenues and operating profit of BC&P tend to be more cyclical and 
very sensitive to a number of external variables, including overall economic 
demand, hydrocarbon feedstock costs, industry capacity increases and plant 
operating rates. 

In addition to its business segments, the corporation's Other segment includes 
its noncore operations and financial transactions other than derivatives 
designated as hedges, which are included in the same segment as the item being 
hedged.


Summary

The corporation reported first quarter 1999 net income of $51 million, or 
$0.38 per diluted share ($0.39 per basic share) after the cumulative effect of 
a change in accounting principle of $20 million or $0.14 per diluted share 
($0.14 per basic share).  For the corresponding quarter in 1998 the 
corporation reported net income of $142 million, or $1.01 per diluted share 
($1.03 per basic share).  

Consolidated sales declined 10.2 percent from $1,561 million for the first 
quarter of 1998 to $1,402 million for the same quarter of 1999.  This decline 
is the result of an 18.4 percent decline in average selling prices partially 
offset by a 10.2 percent increase in volume.  Average customer selling prices 
for products in the BC&P segment reflected the dramatic decline in pricing 
which the chemical industry experienced during 1998. Further selling price 
declines from the end of 1998 through the first quarter of 1999 were less 
substantial.  Additionally, declines in average selling prices of products in 
the S&I segment throughout 1998, which were due in part to weakness in Asian 
markets, continued through the first quarter of 1999.  Volume increases 
occurred in both of the corporation's segments with the majority of the 
increase attributable to the BC&P segment.  The increase in BC&P's volume 
reflected increased demand, new capacity and the absence of the transportation 
delays in the U.S. Gulf Coast which occurred during the first quarter of 1998.

The corporation's unit variable margin (revenues less variable manufacturing 
and distribution costs divided by customer volume) declined from 18.6 cents 
per pound in the first quarter of 1998 to 16.0 cents per pound in the first 
quarter of 1999, largely due to falling selling prices for products of the 
BC&P segment.

                                    - 12 -

<PAGE>



Fixed cost per pound of products sold (fixed manufacturing and distribution 
costs, plus research and development and selling, administrative and other 
expenses, divided by customer volume) declined to 9.9 cents for the first 
quarter of 1999 from 11.2 cents for the same quarter in 1998, primarily due to 
higher volumes and slightly lower fixed costs in the current period.

Partnership income decreased $31 million to $6 million in the first quarter of 
1999, compared with the same quarter in 1998, principally the result of a 
decline in earnings of UOP LLC, which has been significantly affected by 
depressed economic conditions in Asia, Russia and the Middle East.  Loss from 
corporate investments carried at equity increased from $3 million in the first 
quarter of 1998 to $32 million in the same quarter of 1999, principally the 
result of declining worldwide basic chemical and polymer selling prices, 
particularly in Asia and Europe, for the comparable periods.

Interest expense increased $4 million for the first three months of 1999 
compared to the same three months in 1998, as the result of an increase in 
long-term debt coupled with a decrease in capitalized interest associated with 
capital projects completed during the second half of 1998.

For the quarter ended March 31, 1999, the corporation's tax rate was 25 
percent, a decline of approximately 4 percentage points from the same quarter 
of 1998, principally reflecting the expected effect of a higher percentage of 
research and experimentation and foreign sales corporation tax credits in 
1999.


Corporate Matters

Interest Rate and Currency Risk Management

The corporation selectively uses financial instruments to manage its exposure 
to market risk related to changes in foreign currency exchange rates and 
interest rates.  The corporation does not hold derivative financial 
instruments for trading purposes. 

At March 31, 1999, the corporation held open foreign currency forward 
contracts and purchased options with net notional amounts of $394 million and 
an unrecognized net gain of $1.2 million.

The corporation used sensitivity analysis to evaluate the potential effect of 
movements in foreign currency exchange rates and interest rates on the 
condensed consolidated financial statements.  Based on this analysis, a 
hypothetical 10 percent weakening in the U.S. dollar across all currencies 
would have resulted in an $11 million net gain at March 31, 1999.  
Alternatively, a hypothetical 10 percent strengthening in the U.S. dollar 
across all currencies would have resulted in a $5 million net gain at March 
31, 1999.  These types of gains and losses would generally be offset by 
fluctuations in underlying currency transactions.

The corporation's total long-term debt totaled $1,797 million at March 31, 1999,
of which $125 million was variable-rate debt.  At that date, a hypothetical 
10 percent increase or decrease in market interest rates would not have 
materially affected interest expense or cash flows related to variable-rate 
debt.  A 10 percent increase in market interest rates would have decreased the 
net fair market value of fixed-rate debt instruments by $93 million at March 
31, 1999, and a 10 percent decrease in market interest rates would have 

                                    - 13 -

<PAGE>



increased the net fair market value of fixed-rate debt instruments by 
$108 million at March 31, 1999.


Outlook  - Corporate

Looking ahead, the corporation anticipates results will be affected in the 
second quarter by recently announced increases in the purchase price of raw 
materials.  It is uncertain whether the corporation will be able to raise 
selling prices to offset the effects of these increases.  Customer volume is 
expected to remain at approximate first quarter levels despite a scheduled 
shutdown of the olefins unit at the corporation's Taft, La. plant, to repair 
equipment purchased as part of the plant turnaround in late 1998.  It is 
likely that licensing income will decrease from the strong results recorded in 
the first quarter and Partnership income will remain weak until economies in 
Asia, Russia and the Middle East strengthen. Losses from corporate investments 
carried at equity are anticipated to decrease as improvements are expected in 
the earnings of Polimeri Europa.  The corporation anticipates that EQUATE's 
losses will approximate first quarter amounts, despite a shutdown of its 
olefins unit in April to repair parts and equipment under warranty.

The corporation regularly reviews its assets with the objective of maximizing 
the deployment of resources in core operations.  In this regard, UCC continues 
to consider strategies and/or transactions with respect to certain noncore 
assets and other assets not essential to the operation of the business that, 
if implemented, could result in material nonrecurring gains or losses.

Specialties and Intermediates
<TABLE>
<CAPTION>
                                                          Quarter Ended   
Millions of dollars,                                   Mar. 31,   Mar. 31,
except as indicated                                      1999       1998  
<S>                                                     <C>        <C>
Segment revenues                                        $1,034     $1,120
Depreciation and amortization                               63         60
Partnership income                                           4         37
Operating profit                                           203        202
Income from corporate investments carried at equity          4          3
Unit variable margin (cents/pound)                        25.7       24.2
Fixed cost per pound of products sold (cents/pound)       14.1       14.4
Capital expenditures                                        69         90
</TABLE>

Segment revenues of the S&I segment declined 7.7 percent for the quarter ended 
March 31, 1999 compared to the same quarter in 1998, the result of a 
9.9 percent decline in average selling prices partially offset by a 
2.3 percent increase in volume, for the comparable quarters.  Average selling 
prices, which progressively declined during 1998 and continued through the 
first quarter of 1999, reflected worldwide competitive pricing pressure, 
particularly on sales in weakening Asian markets.  Seasonal demand for volume 
in certain of the S&I businesses, principally deicers, accounted for a 
majority of the increase in volume from the first quarter of 1998 to the first 
quarter of 1999.

Unit variable margin increased over the same quarter in 1998 reflecting an 
increase in sales of products with higher variable margins as well as a 
reduction in raw material costs.  Fixed cost per pound of products sold 
declined slightly from the first quarter of 1998.  

                                    - 14 -

<PAGE>



Increases in depreciation and amortization represent additional depreciation 
on capital projects completed during the second half of 1998.

The decline in Partnership income is primarily attributable to unfavorable 
market conditions in Asia, Russia and the Middle East, which have affected the 
corporation's UOP joint venture.

Outlook - Specialties & Intermediates

Operating profit in the second quarter is expected to reflect the continued 
weak pricing seen in the first quarter, particularly for products sold in 
Asia, coupled with a decline in licensing income from strong first quarter 
results.  Increases in this segment's raw material and energy costs may cause 
declines in unit variable margins while volume is anticipated to remain at 
first quarter levels.


Basic Chemicals & Polymers
<TABLE>
<CAPTION>
                                                          Quarter Ended   
Millions of dollars,                                   Mar. 31,   Mar. 31,
except as indicated                                      1999       1998  
<S>                                                     <C>        <C>
Segment revenues                                        $  421     $  518
Depreciation and amortization                               41         35
Partnership income                                           2          -
Operating profit (loss)                                    (38)        36
Income (loss) from corporate investments 
  carried at equity                                        (36)        (6)
Unit variable margin (cents/pound)                         5.3       11.3
Fixed cost per pound of products sold (cents/pound)        5.2        7.1
Capital expenditures                                       104         56
</TABLE>

Segment revenues of the BC&P segment, in the first quarter of 1999, declined 
18.7 percent as compared to the same period in 1998, the result of a 30.7 
percent decline in average customer selling prices partially offset by a 
20.4 percent increase in customer volume.  Average customer selling prices, 
which declined steadily throughout 1998, leveled off in the first quarter of 
1999.  Volume increases are principally attributable to increased demand, new 
capacity and the absence of transportation delays in the U.S. Gulf Coast, 
which occurred during the early part of 1998.
 
Unit variable margin declined as average customer selling prices fell at a far 
faster rate than did the cost of raw materials.  The reduction in fixed cost 
per pound of products sold was the result of volume increases and some decline 
in fixed costs from the prior year's first quarter level.

Partnership income increased minimally over the same quarter in 1998 while the 
Loss from corporate investments carried at equity increased $30 million in the 
first quarter of 1999.  The increase in Loss from corporate investments 
carried at equity resulted from the continuing decline in worldwide average 
basic chemical and polymer selling prices, particularly in Asia and Europe.

                                    - 15 -

<PAGE>



Outlook - Basic Chemicals & Polymers

Through mid-May 1999, the corporation has experienced a significant increase 
in raw material costs from first quarter levels.  The corporation is uncertain 
whether all of these cost increases can be recovered through an increase in 
selling prices.  Volume is expected to remain at approximate first quarter 
levels despite a scheduled seven-week shutdown of the olefins unit in Taft, 
La. to repair equipment purchased as part of the plant turnaround in the 
second half of 1998.  Partnership income should remain stable while Loss from 
corporate investments carried at equity is expected to decline due to 
improvements in Polimeri Europa's earnings.  The corporation anticipates that 
EQUATE's losses will approximate first quarter amounts despite a plant 
shutdown during April to repair parts and equipment under warranty.

Environmental

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, 1998.  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 9 and 10 of this report on Form 10-Q.

Accounting Changes 

Effective January 1, 1999, the corporation adopted the provisions of the 
American Institute of Certified Public Accountants ("AICPA") Statement of 
Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities."  This 
SOP requires the expensing of certain costs, such as pre-operating expenses 
and organizational costs associated with an entities start-up activities.  In 
accordance with this SOP's provisions, on January 1, 1999, the corporation 
recognized a charge of $27 million ($20 million after tax) as a cumulative 
effect of change in accounting principle, which principally represented 
formation costs associated with the corporation's joint ventures.

Also effective January 1, 1999, the corporation prospectively adopted the 
provisions of the AICPA's SOP 98-1, "Accounting for the Costs of Computer 
Software Developed or Obtained for Internal Use."  The effect of this adoption 
was not material to the corporation's results of operations or financial 
condition in the quarter of adoption and is not expected to be material to the 
corporation's results of operations or financial condition in the year of 
adoption.

In 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards ("Statement") No. 133, "Accounting for 
Derivative Instruments and Hedging Activities."  It requires that an entity 
recognize all derivative instruments as either assets or liabilities in the 
statement of financial position and measure those instruments at fair value.  
This Statement is effective for all fiscal quarters of fiscal years beginning 
after June 15, 1999.  The corporation is currently evaluating the effect this 
Statement will have on its financial position and results of operations in the 
period of adoption.  The corporation may consider early adoption of this 
Statement.

                                    - 16 -

<PAGE>



Year 2000 Readiness Disclosure

Overview

The corporation has a comprehensive program to address its systems that may be 
affected by the Year 2000 problem, including hardware and software, and to 
assess the readiness of its customers and suppliers. An inventory of potential 
problems and a prioritization of remedial work is complete. Year 2000 
readiness remains one of the corporation's top priorities for 1999.  
Remediation efforts and discussions with entities outside the corporation 
whose Year 2000 readiness could impact Union Carbide are continuing. 

Internal Activities

Since 1995, the corporation has been working to ready its internal operations 
and has expended significant funds to replace most of its U.S. office 
information systems with an integrated, advanced system supported by Systems 
Applications and Products("SAP") software. This SAP project, implemented 
during 1998, made Year 2000 ready the corporation's internal finance, plant 
operation and supply chain computer systems.  Additionally, in 1998 a total 
upgrade of the principal integrated business software application used outside 
of North America was completed and made that system Year 2000 ready.
 
At the completion of 1999, all of the corporation's business information 
systems are expected to be Year 2000 ready. 

Other systems and equipment, scheduled for implementation, remediation, 
completion or replacement during the second half of 1999 include:

-  Commercial computer systems in Human Resources; Health, Safety and
   Environment; Engineering; Research and Development; and other functional 
   areas. 

-  Process control systems, logic controllers, process and laboratory 
   analyzers, embedded devices, and other business systems including office
   and medical equipment, building/site systems and applications providing
   environmental compliance reporting. Remediation in major manufacturing 
   units will be coordinated with planned major maintenance shutdowns. 
   Remediation has already been accomplished at the corporation's Texas City,
   Tex. and Taft, La. hydrocarbons units. 

-  International computer infrastructure. Remediation of international 
   commercial applications began in 1997 and was essentially completed during 
   the fourth quarter of 1998. Small applications remediation and 
   international infrastructure will be completed during 1999.

-  Domestic infrastructure upgrades to our Electronic Data Interchange system,
   desktop computers and servers

-  Selected subsidiaries and Canadian operations.

                                    - 17 -

<PAGE>




Addressing these areas is a major effort being tackled by more then 300 
employees around the world.

External Groups

The corporation is reviewing its external relationships to address potential 
Year 2000 impacts arising from interfaces with customers, suppliers and 
service providers with whom the corporation has a significant relationship, as 
well as the corporation's joint ventures. 
  
The corporation continues to communicate with its most significant suppliers 
and customers to assess their ability to meet their sales and purchasing 
obligations, as well as with its joint ventures to assess their readiness for 
the Year 2000.
  
The corporation has assessed its 500 most critical suppliers as to their Year 
2000 readiness.  More than 90 percent of these critical suppliers have 
comprehensive Year 2000 programs and appear to be making progress.  The 
corporation is closely monitoring the progress of the other ten percent.  
Additionally, the corporation is continually assessing approximately 1,000 
vendors supplying other products, such as office equipment, to assess their 
Year 2000 readiness. 

In North America, the corporation has answered in writing approximately 2,400 
inquiries sent by our customers. The corporation has responded to another 800
customer inquiries outside North America.  The corporation is in the process
of assessing its 500 most critical domestic customers as to their Year 2000 
readiness, and a similar program is in place overseas. The corporation's
Year 2000 efforts relative to customers and suppliers will continue into the
Year 2000.

Expenditures

Costs for project work are expected to range between $40 and $50 million with 
potential contingencies raising the overall funding to between $50 and $60 
million.  Additionally, internal personnel costs are expected to range between 
$30 and $40 million. All costs are expected to be funded through operations of 
the corporation. As of March 31, 1999, approximately $18 million and $19 
million had been incurred for costs of project work and internal personnel, 
respectively.  Approximately 75 percent of the planned external costs are 
expected to relate to repairing or upgrading current systems and 25 percent to 
replacement of existing hardware and software.  These estimates do not include 
costs associated with the replacement of most of the corporation's U.S. 
computer systems with SAP, the environmental reporting project, international 
information technology infrastructure, or Year 2000 issues which the 
corporation's joint ventures may incur all of which are being implemented 
independently of the corporation's Year 2000 project.  It is anticipated that 
the corporation's share of the internal and external cost to address Year 2000 
issues incurred by its joint ventures will range between $10 and $15 million.

                                    - 18 -

<PAGE>




Risks and Contingency Plan

Failure to sufficiently remediate the Year 2000 problem in a timely fashion 
poses substantial risks for the corporation. Reasonable worst-case scenarios 
include, but are not limited to, manufacturing system malfunctions including 
shutdowns and failure in the supply chain. The full extent of these risk 
scenarios is uncertain at this time and will be better defined as 1999 
progresses.  

The process for contingency planning was initiated in the first quarter, and 
plans should be in place, as necessary, by the end of the third quarter. 
Contingency plans will include, but not be limited to, consideration of 
alternative sources of supply, customer communications and plant and business 
response plans.
  
The corporation plans to complete its Year 2000 project prior to the new year.  
However, considerable work remains to be accomplished, and unforeseen 
difficulties may arise that could adversely affect the corporation's ability 
to complete systems modifications correctly, on time and/or within cost 
estimates. In addition, there can be no assurance that customers, suppliers 
and service providers on whom the corporation relies, as well as the 
corporation's joint ventures, will resolve their Year 2000 issues accurately, 
thoroughly and on time.  Failure by the corporation or failure by the 
corporation's customers, suppliers, service providers or joint ventures to 
complete the Year 2000 project by the new year could have a material adverse 
effect on future operating results and financial condition of the corporation.

Financial Condition - March 31, 1999 

Cash flow from operations for the first quarter of 1999 was $101 million, a 
decrease of $38 million from the first quarter of 1998, principally the result 
of a decrease in income before the cumulative effect of change in accounting 
principle, partially offset by an increase in noncash charges.  The increase 
in noncash charges is mainly attributable to increases in joint venture losses 
and depreciation and amortization.  

Cash flow used for investing totaled $175 million, an increase from 
$151 million in the comparable period of 1998, principally due to increased 
capital expenditures and investments, advances and acquisitions, partially 
offset by sales of fixed and other assets.  Funding of major capital projects 
in the first quarter of 1999 included a new olefins facility, being built 
jointly with NOVA Chemicals Corporation, and a polyolefins project, both in 
Canada.  Funding of major capital projects in the first quarter of 1998 
included work on an olefins expansion, a new butanol unit and a new CARBOWAX 
polyethylene glycol and TERGITOL surfactants facility, all at Taft, La.; the 
new olefins facility and polyolefins project, both in Canada; an ethylene 
oxide/glycol expansion at Wilton, U.K., and the upgrade of information 
technology infrastructure. 

Cash flow from financing was $59 million for the first quarter of 1999, as 
compared with $29 million for the first quarter of 1998.  The first quarter of 
1999 included common stock repurchases of 0.5 million shares for cash of 
$22 million under the existing common stock repurchase program.  The 
corporation intends to acquire additional shares from time to time at 
prevailing market rates, at a rate consistent with the combination of 
corporate cash flow and market conditions.  For the first quarter of 1999,

                                    - 19 -

<PAGE>


cash dividends totaled $29 million, while net cash borrowings were 
$92 million.

In April 1999, the corporation issued $250 million of 6.70 percent Public 
Notes due April 2009.  The Notes pay interest semi-annually in April and 
October of each year.

In April 1998, the corporation and Petroliam Nasional Berhad ("PETRONAS"), the 
national oil company of Malaysia, agreed to form three joint venture companies 
(the OPTIMAL Group) that will build and operate a 600,000 metric-tons-per-year 
ethylene plant, a 385,000 metric-tons-per-year ethylene oxide/glycol plant and 
a multiple specialties & intermediates derivatives plant in Kerteh, 
Terengganu, Malaysia.  The joint ventures' primary marketing focus will be in 
Southeast Asia.  The corporation anticipates funding its approximate 
$500 million share of the cost of the complex through its 2001 planned startup 
date with internally generated funds and external debt.  At March 31, 1999, 
the corporation had invested approximately $40 million, and was firmly 
committed to an additional $31 million.

The corporation's ratio of debt to total capital was 48.5 percent at March 31, 
1999 as compared to 47.2 percent at December 31, 1998.  At March 31, 1999 
there were no borrowings outstanding under the existing major bank credit 
agreement aggregating $1 billion.  

                                    - 20 -

<PAGE>



                         PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         See Note 7 to the corporation's consolidated financial statements 
         on pages 9 and 10 of this report on Form 10-Q.

Item 2.  Changes in Securities and Use of Proceeds

         (c)  On January 27, 1999, the corporation issued 647 shares of Union
              Carbide Corporation common stock to a participant under the 
              Union Carbide Non-Employee Directors' Compensation Deferral 
              Plan pursuant to the terms of the plan in reliance on Section 
              4(2) of the Securities Act of 1933.

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

         Annual Meeting - April 28, 1999

         (b)  Election of Directors
              Proxies for the meeting were solicited pursuant to
              Regulation 14A.  There was no solicitation in opposition to 
              management's nominees as listed in the proxy statement.  
              All of the management's nominees as listed in the proxy 
              statement were elected.

         (c)  Matters voted upon.

              Election of Directors             Shares Voted
                 Directors             Shares For      Shares Withheld

              C. Fred Fetterolf       113,884,739            2,355,900
              Rainer E. Gut           114,287,356            1,953,283
              Vernon E. Jordan, Jr.   108,366,052            7,874,587
              William H. Joyce        112,865,970            3,374,669
              Robert D. Kennedy       113,385,657            2,854,982
              Ronald L. Kuehn, Jr.    114,043,319            2,197,320
              Rozanne L. Ridgway      113,897,734            2,342,905
              James M. Ringler        114,247,031            1,993,608
              Paul J. Wilhelm         114,157,673            2,082,966


              Proposal to Ratify the Appointment of Auditors

              Shareholders ratified the appointment of KPMG LLP to conduct
              the annual audit of the financial statements of the corporation
              and its consolidated subsidiary companies for the year ending
              December 31, 1999.

              The vote was:

              FOR - 113,439,283 shares or 99.07 percent of the shares voted.

              AGAINST - 1,061,789 shares or 0.93 percent of the shares voted.

              ABSTAIN - 1,739,567 shares.

                                    - 21 -

<PAGE>



              Stockholder Proposal Regarding the Shareholder Rights Plan

              Shareholders voted in favor of a shareholder proposal to add a 
              bylaw to the bylaws of the corporation regarding Shareholder
              Rights Plans.

              The vote was:

              FOR - 45,527,009 shares or 51.96 percent of the shares voted.

              AGAINST - 42,095,296 shares or 48.04 percent of the shares voted.

              ABSTAIN - 2,526,442 shares.

              BROKER NON-VOTES - 26,091,892 shares.


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

              The following exhibits are filed as part of this report:

                  27  -  Financial Data Schedule.

         (b)  The corporation filed the following reports on Form 8-K for the 
              three months ended March 31, 1999:

              1. Form 8-K dated January 25, 1999, contained the corporation's 
                 Computation of Ratio of Earnings to Fixed Charges for the 
                 nine months ended September 30, 1998 and the corporation's
                 press release dated January 25, 1999. 

              2. Form 8-K dated March 16, 1999, contained the corporation's
                 press release dated March 16, 1999.

                                    - 22 -

<PAGE>









                                 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 13, 1999                          By:      /s/ John K. Wulff    
                                                      JOHN K. WULFF
                                                      Vice-President, Chief
                                                      Financial Officer and
                                                      Controller

                                    - 23 -

<PAGE>



                                EXHIBIT INDEX



Exhibit                                                                  Page
  No.                             Exhibit                                 No. 

 3.2        See Proposal 3 of the corporation's proxy statement
            for the annual meeting of stockholders held on April 28,
            1999 regarding a shareholder proposal to add a bylaw to
            the bylaws of the corporation regarding Shareholder
            Rights Plans approved by the shareholders at the annual
            meeting held on April 28, 1999. Such Proposal 3 is
            incorporated by reference herein.

  27        Financial Data Schedule                                       25

                                    - 24 -

<PAGE>