Exhibit 3

                RESTATED CERTIFICATE OF INCORPORATION OF

                       UNION CARBIDE CORPORATION

            UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

          The undersigned William H. Joyce and John Macdonald, being 
respectively the Chairman of the Board and Assistant Secretary of Union 
Carbide Corporation hereby certify as follows:

          1.  The name of the Corporation is Union Carbide Corporation.  
The name under which the Corporation was formed was Union Carbide and 
Carbon Corporation.

          2.  The certificate of incorporation was filed in the Office 
of the Secretary of State of the State of New York on November 1, 1917.

          3.  The certificate of incorporation of the Corporation is 
hereby amended to delete in its entirety subparagraph (c) of paragraph 3 
thereof which states the number, designation, relative rights, 
preferences and limitations of the ESOP Convertible Preferred Stock.  
None of the authorized shares of ESOP Convertible Preferred Stock are 
outstanding, no shares of ESOP Convertible Preferred Stock will be 
issued subject to the certificate of incorporation, and upon the filing 
of this certificate the shares will be restored to the status of 
authorized but unissued shares of Preferred Stock of the Corporation. 

          4.  This amended and restated certificate of incorporation of 
the Corporation was authorized by resolution adopted by the Board of 
Directors of the Corporation on June 24, 1998 pursuant to Sections 502 
and 807 of the Business Corporation Law.

          5.  The certificate of incorporation of the Corporation is 
hereby restated as amended hereby, to read in its entirety as follows:


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                      CERTIFICATE OF INCORPORATION

                                   OF

                       UNION CARBIDE CORPORATION

            UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW


          1.  The name of the Corporation is Union Carbide Corporation.

          2.  The Corporation may engage in any lawful act or activity 
for which corporations may be organized under the Business Corporation 
Law provided that the Corporation is not formed to engage in any act or 
activity which requires the consent or approval of any state official, 
department, board, agency or other body, without such consent or 
approval first being obtained.

          3.  The total number of shares that the Corporation may issue 
is 525,000,000 of which 500,000,000 shall be shares of Common Stock, par 
value $1.00 each, and 25,000,000 shall be shares of Preferred Stock, par 
value $1.00 each.

                    (a)  The holders of the Common Stock shall be 
entitled to one vote per share on all matters upon which 
stockholders are entitled to vote and shall not be entitled to any 
preference in the distribution of dividends or assets.

                    (b)  The Preferred Stock may be issued from time to 
time in series.  Each share of a series shall be equal to every 
other share of the same series.  The Board of Directors is 
authorized to establish and designate series and to fix the number 
of shares and the relative rights, preferences and limitations as 
between series, subject to such limitations as may be prescribed 
by law.  In particular, the Board of Directors may establish, 
designate and fix the following with respect to each series of 
Preferred Stock:

                     (1)  The distinctive serial designation of the 
shares of the series which shall distinguish those shares from the 
shares of all other series;

                    (2)  The number of shares included in the series, 
which may be increased or decreased from time to time unless 
otherwise provided by the Board of Directors in creating the 
series;

                    (3)  The annual dividend rate for the shares of the 
series and the date or dates upon which such dividends shall be 
payable;

                    (4)  Whether dividends on the shares of the series 
shall be cumulative and, on the shares of any series having

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cumulative dividend rights, the date or dates or method of 
determining the date or dates from which dividends on the shares 
of the series shall be cumulative;

                    (5)  The amount or amounts which shall be paid out 
of the assets of the Corporation to the holders of the shares of 
the series upon the involuntary liquidation, dissolution or 
winding up of the Corporation and upon the voluntary liquidation, 
dissolution or winding up of the Corporation;

                    (6)  The price or prices at which, the period or 
periods within which and the terms and conditions upon which the 
shares of the series may be redeemed in whole or in part, at the 
option of the Corporation;

                    (7)  The obligation, if any, of the Corporation to 
purchase or redeem shares of the series pursuant to a sinking fund 
and the price or prices at which, the period or periods within 
which and the terms and conditions upon which the shares of the 
series shall be redeemed, in whole or in part, pursuant to such 
sinking fund;

                    (8)  The period or periods within which and the 
terms and conditions, if any, including the price or prices or the 
rate or rates of conversion and the terms and conditions of any 
adjustments thereof, upon which the shares of the series shall be 
convertible at the option of the holder into shares of any class 
of stock or into shares of any other series of Preferred Stock, 
except into a class of shares having rights or preferences as to 
dividends or distributions of assets upon liquidation which are 
prior or superior in rank to those of shares being converted;

                    (9)  The voting rights, if any, of the shares of the 
series in addition to those required by law, including the number 
of votes per share and the transaction of any business or of any 
specified item of business in connection with which the shares of 
the series shall vote as a class; and

                    (10)  Any other relative rights, preferences, or 
limitations of the shares of the series not inconsistent herewith 
or with applicable law.

          4.  The holders of shares of stock of the Corporation shall 
have no preemptive rights to purchase any shares of stock or any other 
securities of the Corporation.

          5.  The number of directors of the Corporation shall be fixed 
and may from time to time be increased or decreased by resolution or 
other action of the Board of Directors, but in no event shall the number 
of directors be less than three or more than 19.  

          6.  The office of the Corporation is to be located in the City 
of New York, County of New York.  The Secretary of State of the State of 

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New York is designated as the agent of the Corporation upon whom process 
in any action or proceeding against it may be served, and the address 
without the State to which the Secretary of State shall mail a copy of 
process in any action or proceeding against the Corporation which may be 
served upon him is:

                        Union Carbide Corporation
                          39 Old Ridgebury Road
                     Danbury, Connecticut  06817-0001 

          7.  The By-laws may be adopted, amended or repealed by the 
stockholders, or by the Board of Directors by a vote of a majority of 
the entire Board.

          8.  A person who is or was a director of the Corporation shall 
not be liable to the Corporation or its stockholders for damages for any 
breach of duty in such capacity, except to the extent such liability may 
not be eliminated or limited by applicable law from time to time in 
effect.

          IN WITNESS WHEREOF, the undersigned have signed this Restated 
Certificate of Incorporation this 24th day of June, 1998 and affirm the 
statements contained herein as true under the penalties of perjury.



                                             /s/William H. Joyce 
                                                William H. Joyce
                                                Chairman of the Board


                                            /s/ John Macdonald
                                                John Macdonald
                                                Assistant Secretary