Securities and Exchange Commission, Washington, D.C. 20549

Annual Report on Form 10-K for the year ended December 31, 1994.
Filed pursuant to Section 13 of the Securities Exchange Act of 1934.
Commission file number 1-1463

Union Carbide Corporation
1994 10-K

Union Carbide Corporation Tel. (203) 794-2000
39 Old Ridgebury Road State of incorporation: New York
Danbury, Connecticut 06817-0001 IRS identification number: 13-1421730

Securities registered pursuant to Section 12(b) of the Act:

Class of security: Registered on:

Common Stock ($1 par value) New York Stock Exchange
Chicago Stock Exchange, Incorporated
The Pacific Stock Exchange Incorporated

Share Purchase Rights Plan New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
NONE

At February 28, 1995, 137,261,112 shares of common stock were outstanding.
Non-affiliates held 136,509,114 of those shares, of which the aggregate market
value was $3.908 billion.

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 ("the Act") during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X

Documents incorporated by reference:

Annual report to stockholders for the year ended December 31, 1994 (Parts I
and II)

Proxy statement for the annual meeting of stockholders to be held on April 26,
1995 (Part III)

Table of Contents

Part I
Item 1: Business 1
Item 2: Properties 3
Item 3: Legal Proceedings 5
Item 4: Submission of Matters to a Vote of Security Holders 5

Part II
Item 5: Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6: Selected Financial Data 6
Item 7: Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
Item 8: Financial Statements and Supplementary Data 6
Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 6

Part III
Item 10: Directors and Executive Officers of the Registrant 7
Item 11: Executive Compensation 9
Item 12: Security Ownership of Certain Beneficial Owners and Management 9
Item 13: Certain Relationships and Related Transactions 9

Part IV
Item 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K 10
Signatures 13
Exhibit Index 14

DEFINITION OF TERMS
See the inside back cover page of the annual report to stockholders. Terms
defined there are used herein.

Part I

Item 1. Business

General-See inside front cover and pages 8 and 9 of the 1994 annual report to
stockholders for information about Union Carbide's business.

On April 27, 1994, stockholders voted to approve the merger of Union Carbide
Corporation (UCC) into Union Carbide Chemicals and Plastics Company Inc.
(UCC&P). The merger was effective May 1, 1994. Immediately after the merger,
UCC&P had the same consolidated assets, liabilities and stockholders' equity
as UCC. UCC&P has changed its name to Union Carbide Corporation. All
references to Union Carbide Corporation, the corporation or UCC after the
periods starting May 1, 1994, are a reference to the merged company.

Union Carbide is engaged in the chemicals and plastics business. The chemicals
and plastics industry, especially the commodity sector, is highly cyclical.
Union Carbide is a major producer of certain commodity chemicals, principally
ethylene glycol and polyethylene. Consequently, Union Carbide's results are
subject to the swings of the cycle in those basic chemicals. See pages 4
through 7 of the 1994 annual report to stockholders for a further discussion.

Union Carbide does not produce against a backlog of firm orders; production is
geared primarily to the level of incoming orders and to projections of future
demand. Inventories of finished products, work in process and raw materials
are maintained to meet delivery requirements of customers and Union Carbide's
production schedules.

At year-end 1994, 12,004 people were employed worldwide in approximately 40
plants, factories and laboratories around the world.

Raw Materials, Products and Markets-See information herein and in the 1994
annual report to stockholders on pages 8 and 9. Unless otherwise indicated,
the products of Union Carbide are sold principally by its own sales force,
directly to customers.

Union Carbide believes it has contracts or commitments for, or readily
available sources of, hydrocarbon feedstocks and fuel supplies to meet its
anticipated needs in all major product areas. The corporation's operations are
dependent upon the availability of hydrocarbon feedstocks and fuels which are
purchased from diverse domestic and international sources, including
independent oil and gas producers as well as integrated oil companies.

The availability and price of hydrocarbon feedstocks, energy and finished
products are subject to plant interruptions and outages and to market and
political conditions in the U.S. and elsewhere. Operations and products at
times may be adversely affected by legislation, government regulations,
shortages, or international or domestic events.

Union Carbide is not dependent to a significant extent upon a single customer
or a few customers.

Patents; Trademarks; Research and Development-Union Carbide owns a large
number of United States and foreign patents that relate to a wide variety of
products and processes, has pending a substantial number of patent
applications throughout the world, and is licensed under a number of patents.
These patents expire at various times over the next 20 years. Such patents and
patent applications in the aggregate are material to Union Carbide's
competitive position. No one patent is considered to be material; however, the
patent portfolio relating to the UNIPOL polyethylene process technology is, in
the aggregate, considered to be material. Union Carbide also has a large
number of trademarks. The UNION CARBIDE, UCAR and UNIPOL trademarks are
material; no other single trademark is material.

Essentially all of Union Carbide's research and development activities are
company-sponsored. The principal research and development facilities of Union
Carbide are indicated in the discussion of Properties (Item 2) of this Form
10-K report. In addition to the facilities specifically indicated there,
product development and process technology laboratories are maintained at some
plants. Union Carbide spent $136 million in 1994, $139 million in 1993 and
$155 million in 1992 on company-sponsored research activities to develop new
products, processes, or services, or to improve existing ones.

Environment-See Costs Relating to Protection of the Environment on pages 14
and 15 of the 1994 annual report to stockholders and Note 16 on pages 35 and
36 thereof.

Insurance-Union Carbide's policy is to obtain public liability insurance
coverage at terms and conditions and a price that management considers fair
and reasonable. Union Carbide's management believes Union Carbide has public
liability insurance in an amount sufficient to meet its current needs in light
of pending, threatened, and future litigation and claims. There is no
assurance, however, that Union Carbide will not incur losses beyond the
limits, or outside the coverage, of its insurance. Such insurance is subject
to substantial deductibles.

Competition-Each of the major products and services areas in which Union
Carbide participates is highly competitive. In some instances competition
comes from manufacturers of the same products as those produced by Union
Carbide and in other cases from manufacturers of different products which may
serve the same markets as those served by Union Carbide's products. Some of
Union Carbide's competitors, such as companies principally engaged in
petroleum operations, have more direct access to hydrocarbon feedstocks, and
some have greater financial resources than Union Carbide.

There are a number of competitors in each of the products and services areas
in which Union Carbide is active. In some of the individual areas in which
Union Carbide participates there are many competitors; in others there are
few. Competition is primarily on price, on product performance and on service
to customers.

- - Many producers have important industry positions in polyethylene, and Union
Carbide is one of the world's largest producers. Other significant
producers are Dow Chemical Company, Chevron Corporation, Exxon Corporation,
Mobil Corporation, Novacor Chemicals Ltd, Quantum Chemicals Corporation,
Occidental Petroleum Corporation, Phillips Petroleum Company, Saudi Basic
Industries Corporation and The British Petroleum Company p.l.c.

- - Union Carbide is the world's largest producer of ethylene oxide/glycol and
derivatives. Other significant producers include Shell Oil Company, Dow
Chemical Company, BASF Aktiengesellschaft, The British Petroleum Company
p.l.c., Huntsman Corporation, ICI p.l.c., Occidental Petroleum Corporation,
Hoechst Celanese Corporation, and Saudi Basic Industries Corporation.

- - In solvents and intermediates and emulsion systems, Union Carbide has a
significant position in many product areas. Other significant producers
include Air Products and Chemicals, Inc., Hoechst Celanese Corporation,
Rohm & Haas Company, Eastman Chemical Company, Shell Oil Company, Exxon
Corporation, BASF Aktiengesellschaft and Quantum Chemicals Corporation.

- - Union Carbide participates in a wide range of specialty chemical
product/market areas. The competitive position varies widely from one
product/market area to another. Competitors include a number of domestic
and foreign companies, both diversified and specialized.

Union Carbide is a major marketer of petrochemical products throughout the
world. Products that the corporation markets are largely produced in the
United States, while competitive products are produced throughout the world.
In addition, the corporation plans to make significant investments in joint
ventures in 1995. See pages 4 through 7 of the 1994 annual report to
stockholders for a further discussion.

Union Carbide's international operations face competition from local producers
and global competitors and a number of other risks inherent in carrying on
business outside the United States, including risks of nationalization,
expropriation, restrictive action by local governments and changes in currency
exchange rates.

Item 2. Properties

In management's opinion, current facilities, together with planned expansions,
will provide adequate production capacity to meet Union Carbide's planned
business activities. Capital expenditures are discussed on pages 17 and 19 of
the 1994 annual report to stockholders.

Listed below are the principal manufacturing facilities operated by Union
Carbide worldwide. Research and engineering facilities are noted. Most of the
domestic properties are owned in fee. Union Carbide maintains numerous
domestic sales offices and warehouses, substantially all of which are leased
premises under relatively short-term leases. All principal international
operations manufacturing properties are owned or held under long-term leases.
International operations administrative offices, technical service
laboratories, sales offices and warehouses are owned in some instances and
held under relatively short-term leases in other instances. The corporation's
headquarters are located in Danbury, Connecticut, and are leased.

Principal domestic operations manufacturing facilities and the principal
products manufactured there are as follows:

Location City Principal Product(s)

California Torrance Latexes
Georgia Tucker Latexes
Illinois Alsip Latexes
Kentucky Henderson Dielectric fluid
Louisiana Greensburg Hydroxyethyl cellulose derivatives
Louisiana Taft Acrolein and derivatives, acrylic
monomers, caprolacetone, uv-curing,
cycloaliphatic epoxides, ethylene
oxide and glycol, glycol ethers,
olefins, ethyleneamines
Louisiana Taft (Star Plant) Polyethylene
New Jersey Bound Brook Coatings resins, polyethylene
compounding, recycled plastics
New Jersey Edison Lanolin derivatives
New Jersey Somerset Latexes
New York Mamaroneck Lanolin derivatives
Puerto Rico Bayamon Latexes
Texas Garland Latexes
Texas Seadrift Ethanolamines, ethylene oxide and
glycol, glycol ethers, olefins,
polyethylene, polypropylene,
TERGITOL surfactants
Texas Texas City Olefins, organic acids and esters,
alcohols, TERGITOL surfactants,
vinyl acetate, coatings resins
Washington Washougal Crystal products
West Virginia Institute Caprolacetone derivatives, CARBOWAX
polyethylene glycol, hydroxyethyl
cellulose, POLYOX polyethylene
oxide, ketones, TRITON and TERGITOL
surfactants, ethylidene norbornene
West Virginia South Charleston Alkyl alkanolamines, brake fluids,
miscellaneous specialty products,
UCON fluids, TRITON surfactants

Research and development are carried on at technical centers in Bound Brook,
Edison and Somerset, New Jersey; Tarrytown, New York; Cary, North Carolina;
Washougal, Washington; and South Charleston, West Virginia. Process and design
engineering is conducted at the technical center in South Charleston, West
Virginia, in support of domestic and foreign projects.

Principal international operations manufacturing facilities and the principal
products manufactured there are as follows:

Country City Principal Product(s)

Belgium Antwerp Hydroxyethyl cellulose
Belgium Vilvoorde Lanolin derivatives
Brazil Aratu Hydroxyethyl cellulose
Brazil Cubatao Polyethylene
Canada Boucherville Molded polyethylene
products
Canada Prentiss Ethylene glycol
Dubai, UAE Jebel Ali Free Trade Zone Latex
Ecuador Guayaquil Latex, coatings resins
Indonesia Jakarta Latex
Malaysia Seremban Latex
People's Republic of China Guangdong Province Latex
Philippines Batangas Latex
Sri Lanka Ekala Latex
Thailand Nonthaburi Latex

Research and development are carried on at international operations facilities
in Antwerp, Belgium; Montreal East, Canada; Cubatao, Brazil; Versoix,
Switzerland; and Jurong, Singapore.

Item 3. Legal Proceedings

See Note 16 of Notes to Financial Statements on pages 35 and 36 of the 1994
annual report to stockholders.

On September 28, 1993, the U.S. Environmental Protection Agency (EPA)
announced the service of an administrative complaint on Rhone-Poulenc Ag
Company (R-P) alleging violations of the Resource Conservation and Recovery
Act with respect to operation of the hazardous waste boiler at Institute, West
Virginia. The complaint seeks to assess a civil penalty of $915,125 against R-
P. If the complaint is sustained, under an agreement between R-P and the
corporation, the corporation may be required to indemnify R-P for a portion of
any penalty ultimately paid by R-P.

On February 23, 1994, the EPA issued a complaint and compliance order to the
corporation alleging violations of Federal Hazardous Waste Regulations at the
South Charleston, West Virginia, plant. The complaint seeks a civil penalty of
$320,300. The corporation is contesting the alleged violations and proposed
penalty.

On March 31, 1994, the EPA issued an administrative Complaint, Compliance
Order and Notice of Opportunity for Hearing to the corporation alleging
violations of the Resource Conservation and Recovery Act, as amended, and the
Texas Solid Waste Disposal Act at the corporation's Texas City, Texas, plant.
EPA proposes to assess a civil penalty of $139,000. The corporation has
requested a hearing and is contesting the alleged violations and proposed
penalty.

On February 14, 1995, the EPA issued a complaint to the corporation alleging
violations of the Federal Insecticide, Fungicide, and Rodenticide Act with a
proposed civil penalty of $400,000. This matter concerns a discontinued
medical instrument sterilant. The corporation voluntarily requested
cancellation of its pesticide registration.

As reported in the corporation's Form 10-K for the period ended December 31,
1993, the EPA issued an administrative complaint to the corporation on
November 19, 1993, alleging violations of the Federal Clean Air Act at the
Texas City, Texas, plant. The complaint sought a civil penalty of $194,550. On
October 13, 1994, the corporation and EPA reached a settlement of this matter
pursuant to which the corporation agreed to pay a penalty of $57,500.

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

The corporation did not submit any matters to a stockholder vote during the
last quarter of 1994.

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Market and dividend information for the corporation's common stock is
contained on pages 18 and 19 of the 1994 annual report to stockholders. The
stock exchanges where the stock is traded are listed on page 38 of the 1994
annual report to stockholders. The declaration of dividends is a business
decision made from time to time by the Board of Directors based on the
corporation's earnings and financial condition and other factors the Board
considers relevant.

The number of stockholders of record of the corporation's common stock is
contained on page 1 of the 1994 annual report to stockholders.

Item 6. Selected Financial Data

Information pertaining to consolidated operations is included under the
captions "From the Income Statement," and "From the Balance Sheet (At Year-
End)", and dividend information is included under the caption "Other Data" in
the Selected Financial Data on page 19 of the 1994 annual report to
stockholders.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

See the information covered in the 1994 annual report to stockholders on pages
11 through 17.

Item 8. Financial Statements and Supplementary Data

The consolidated balance sheet of Union Carbide Corporation and subsidiaries
at December 31, 1994 and 1993, and the consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1994, together with the report thereon of KPMG Peat
Marwick LLP dated January 19, 1995, are contained on pages 20 through 37 of
the 1994 annual report to stockholders.

Quarterly income statement data is contained on page 18 of the 1994 annual
report to stockholders.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Union Carbide has not had any disagreements covered by this item with KPMG
Peat Marwick LLP, its independent auditors.

Part III

Item 10. Directors and Executive Officers of the Registrant

For background information on the Directors of Union Carbide Corporation whose
terms are expected to continue after the annual meeting of stockholders and
persons nominated to become Directors, see pages 9 through 13 of the proxy
statement for the annual meeting of stockholders to be held on April 26, 1995.
C. Peter McColough, age 72, who has been a director of the corporation since
1979, will not stand for reelection at the annual meeting of stockholders and
will cease to be a director at that time.

The principal executive officers of the corporation are as follows. Data is as
of March 9, 1995.

Name Age Position Year
First
Elected

Robert D. Kennedy 62 Chairman of the Board and
Chief Executive Officer 1986
William H. Joyce 59 President and Chief Operating Officer 1993
Joseph S. Byck 53 Vice-President 1991
James F. Flynn 52 Vice-President 1993
Joseph E. Geoghan 57 Vice-President, General Counsel and
Secretary 1987
Thomas D. Jones 60 Vice-President and Treasurer 1993
Malcolm A. Kessinger 51 Vice-President 1991
Lee P. McMaster 52 Vice-President 1993
Gilbert E. Playford 47 Vice-President and Principal Financial
Officer 1991
Joseph C. Soviero 56 Vice-President 1993
Roger B. Staub 60 Vice-President 1993
Ronald Van Mynen 57 Vice-President, Health, Safety and
Environment 1992
Philip T. Wright 63 Vice-President 1995
John K. Wulff 46 Vice-President, Controller and Principal
Accounting Officer 1988

There are no family relationships between any officers or directors of the
corporation. There is no arrangement or understanding between any officer and
any other person pursuant to which the officer was elected an officer. An
officer is elected by the Board of Directors to serve until the next annual
meeting of stockholders and until his successor is elected and qualified.

The table on the next page gives a summary of the positions held during at
least the past five years by each officer. Each of the officers has been
employed by the corporation or a subsidiary of the corporation for the past
five years.

Name Position Years Held

Robert D. Kennedy Chairman of the Board and Chief
Executive Officer 1990 to present
Chairman of the Board, President and
Chief Executive Officer 1986 to 1990

William H. Joyce President and Chief Operating Officer 1993 to present
Executive Vice-President 1991 to 1993
President, Union Carbide Chemicals
and Plastics Company Inc. 1993 to 1994
Executive Vice-President, Union Carbide
Chemicals and Plastics Company Inc. 1990 to 1993
Vice-President 1990 to 1991
Vice-President, Union Carbide Chemicals
and Plastics Company Inc. 1989 to 1990
President, Polyolefins Division 1985 to 1990

Joseph S. Byck Vice-President 1991 to present
Vice-President, Union Carbide Chemicals
and Plastics Company Inc. 1991 to 1994
Vice-President, Business Development and
Planning, Union Carbide Chemicals and
Plastics Company Inc. 1989 to 1991

James F. Flynn Vice-President 1993 to present
Vice-President, General Manager
Solvents & Coatings Materials Division 1989 to 1993

Joseph E. Geoghan Vice-President, General Counsel and
Secretary 1990 to present
Vice-President and General Counsel 1987 to 1990

Thomas D. Jones Vice-President and Treasurer 1993 to present
Vice-President, Treasurer and Principal
Financial Officer, Union Carbide
Chemicals and Plastics Company Inc. 1992 to 1994
Associate Treasurer 1992 to 1993
Assistant Treasurer 1987 to 1992

Malcolm A. Kessinger Vice-President 1991 to present
Vice-President, Human Resources,
Union Carbide Chemicals and Plastics
Company Inc. 1990 to 1994
Corporate Director of Human Resources 1986 to 1990

Lee P. McMaster Vice-President 1993 to present
President, Industrial Chemicals Division 1992 to 1993
Vice-President, General Manager,
Polyolefins Division 1989 to 1992

Gilbert E. Playford Vice-President and Principal Financial
Officer 1993 to present
Vice-President, Treasurer and Principal
Financial Officer 1992 to 1993
Vice-President 1991 to 1992
Vice-President, Corporate Holdings 1991
Vice-President 1989 to 1991

Joseph C. Soviero Vice-President 1993 to present
President, Specialty Chemicals Division 1983 to 1993

Roger B. Staub Vice-President 1993 to present
President, Polyolefins Division 1990 to 1993
Vice-President, General Manager,
Polyolefins Division 1988 to 1990

Ronald Van Mynen Vice-President, Health, Safety and
Environment 1992 to present
Vice-President, Health, Safety and
Environmental Affairs, Union Carbide
Chemicals and Plastics Company Inc. 1985 to 1994

Philip T. Wright Vice-President 1995 to present
Group Vice-President, Union Carbide
Chemicals and Plastics Company Inc. 1990 to 1994
Vice-President, Union Carbide Chemicals
and Plastics Company Inc. 1989 to 1990

John K. Wulff Vice-President, Controller and
Principal Accounting Officer 1989 to present

Item 11. Executive Compensation

See pages 22 through 24 of the proxy statement for the annual meeting of
stockholders to be held on April 26, 1995.

Item 12. Security Ownership of Certain Beneficial Owners and Management

See pages 25 and 26 of the proxy statement for the annual meeting of
stockholders to be held on April 26, 1995.

Item 13. Certain Relationships and Related Transactions

No reportable transactions in 1994.

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

UNION CARBIDE CORPORATION

(a) The following documents are filed as part of this report:

1. The consolidated financial statements set forth on pages 20 through
36 and the Independent Auditors' Report set forth on page 37 of the
1994 annual report to stockholders are incorporated by reference in
this Form 10-K Annual Report.

2. The Report on Schedule of KPMG Peat Marwick LLP appears on page 11 of
this Form 10-K Annual Report.

3. The following schedule should be read in conjunction with the
consolidated financial statements incorporated by reference in Item 8
of this Form 10-K Annual Report. Schedules other than those listed
have been omitted because they are not applicable.

Page in this
Form 10-K Report

Valuation and Qualifying Accounts (Schedule VIII),
three years ended December 31, 1994 12

(b) The corporation's Form 8-K dated November 16, 1994 reported the joint
announcement by the corporation and Mitsubishi Corporation of Japan of an
agreement for the sale of common stock representing 75 percent of UCAR
International Inc.'s outstanding shares to a new company formed by
Blackstone Capital Partners II Merchant Banking Fund L.P.

UOP

(d) Audited financial statements of UOP, with Report of Independent
Accountants thereon, appearing on pages 17 through 39 of the
Corporation's 1993 Form 10-K, have been filed pursuant to Regulation S-X,
Rule 3.09 and are incorporated by reference herein. UOP is a general
partnership between EM Sector Holdings Inc. and Catalysts, Adsorbents and
Process Systems, Inc., wholly owned subsidiaries of AlliedSignal Inc. and
the corporation, respectively.

Report of Independent Auditors

The Board of Directors
Union Carbide Corporation

Under date of January 19, 1995, we reported on the consolidated balance
sheets of Union Carbide Corporation and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-
year period ended December 31, 1994, as contained on pages 20 through 36
in the 1994 annual report to stockholders. These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1994. In connection with our
audits of the aforementioned consolidated financial statements, we also
have audited the related financial statement schedule as listed in Item
14(a)3. This financial statement schedule is the responsibility of the
company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.

As discussed in Note 1 to the consolidated financial statements, in 1993
the company changed its method of accounting for postemployment benefits
and in 1992 its methods of accounting for postretirement benefits other
than pensions and income taxes.

KPMG Peat Marwick LLP

Stamford, Conn.
January 19, 1995

Schedule VIII-Valuation and Qualifying Accounts

Union Carbide Corporation and Consolidated Subsidiaries

Deductions
Items determined
to be uncollectible,
Additions less recovery
Balance at Charged to of amounts Balance at
beginning costs and previously end of
of period expenses written off period

Millions of dollars, year ended December 31, 1994

Allowance for doubtful accounts $12 $2 $3 $11

Millions of dollars, year ended December 31, 1993
Allowance for doubtful accounts $ 9 $5 $2 $12

Millions of dollars, year ended December 31, 1992
Allowance for doubtful accounts $10 $2 $3 $ 9

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the corporation has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Union Carbide Corporation

March 9, 1995

by: John K. Wulff
Vice-President, Controller and
Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
corporation and in the capacities indicated on March 9, 1995.

Robert D. Kennedy John J. Creedon Ronald L. Kuehn, Jr.
Director, Chairman of the Board Director Director
and Chief Executive Officer

William H. Joyce C. Fred Fetterolf C. Peter McColough
Director, President and Director Director
Chief Operating Officer

Joseph E. Geoghan Rainer E. Gut Rozanne L. Ridgway
Director, Vice-President, Director Director
General Counsel and
Secretary

Gilbert E. Playford James M. Hester William S. Sneath
Vice-President Director Director
and Principal Financial Officer

John K. Wulff Vernon E. Jordan, Jr.
Vice-President, Controller and Director
Principal Accounting Officer

Exhibit Index

Exhibit No.

3.1 Restated Certificate of Incorporation as filed May 2, 1994.

3.2 By-Laws of the Corporation as adopted April 26, 1994.

4.1 Indenture dated as of August 1, 1992, among UCC&P, the Corporation
and Chemical Bank, Trustee, for debt securities issued and that may
be issued (See Exhibit 4.1.1 of the Corporation's Form S-3 filed on
December 9, 1992, File No. 33-55560).

4.2 The Corporation will furnish to the Commission upon request any other
debt instrument referred to in item 601(b)(4)(iii)(A) of Regulation
S-K.

4.3 Rights Agreement, dated as of July 26, 1989, as amended and restated
as of May 27, 1992, between the Corporation and Chemical Bank
(successor to Manufacturers Hanover Trust Company), as Rights Agent
(See Exhibit 4(a) of the Corporation's Form 8 filed June 1, 1992).

7 Opinion of Kelley Drye & Warren regarding liquidation preference,
dated February 11, 1993 (See Exhibit 7 of the Corporation's 1992
10-K).

10.1.1 Credit Agreement ($1,000,000,000) dated as of November 4, 1994, among
the Corporation, the banks listed therein, the co-agents listed
therein, Morgan Guaranty Trust Company of New York, as documentation
agent, and Chemical Bank, as administrative agent and auction agent.

10.1.2 Credit Agreement ($200,000,000) dated as of November 4, 1994, among
the Corporation, the banks listed therein, the co-agents listed
therein, Morgan Guaranty Trust Company of New York, as documentation
agent, and Chemical Bank, as administrative agent and auction agent.

10.2 Indemnity Agreement dated as of July 25, 1986, between the
Corporation and Robert D. Kennedy. The Indemnity Agreement filed with
the Commission is substantially identical in all material respects,
except as to the parties thereto and dates thereof, with Indemnity
Agreements between the Corporation and each other person who is a
director or officer of the Corporation (See Exhibit 10.2 of the
Corporation's 1992 Form 10-K).

10.3 Agreement, dated as of October 2, 1986, among UCC&P, GAF Corporation,
GAF Chemicals Corporation, Jay & Company, Inc., Mayfair Investments,
Inc. and Samuel J. Heyman (See Exhibit 10.3 of the Corporation's 1992
Form 10-K).

10.4 Transfer Agreement dated as of January 1, 1989, between UCC&P and
Praxair, Inc. ("Praxair") (formerly named "Union Carbide Industrial
Gases Inc."), as amended (See Exhibits 10.06, 10.07, 10.08 and 10.09
of Praxair's Form 10 dated March 10, 1992, as amended by Form 8s
dated May 22, 1992, June 9, 1992 and June 12, 1992 ("Praxair Form
10")).

10.5 Transfer Agreement dated as of January 1, 1989, between UCC&P and
Union Carbide Coatings Service Corporation ("UCCS"), as amended (See
Exhibits 10.14, 10.15 and 10.16 of Praxair Form 10).

10.6 Amended and Restated Realignment Indemnification Agreement dated as
of June 4, 1992, among the Corporation, UCC&P, Praxair, UCAR Carbon
Company Inc. ("UCAR") and UCCS (See Exhibit 10.23 of Praxair
Form 10).

10.7 Environmental Management, Services and Liabilities Allocation
Agreement dated as of January 1, 1990, among the Corporation, UCC&P,
UCAR, Praxair, and UCCS, as amended (See Exhibits 10.13 and 10.22 of
Praxair Form 10).

10.8.1 Danbury Lease Agreements dated as of January 1, 1989, between UCC&P
and Praxair, as amended (See Exhibit 10.26 of Praxair Form 10).

10.8.2 Fourth Amendment to Carbide Center Lease between UCC&P and Praxair
dated July 1, 1992 (See Exhibit 10.14b of Praxair's 1993 Form 10-K).

10.8.3 Fifth Amendment to Carbide Center Lease between the Corporation and
Praxair dated June 30, 1994.

10.8.4 Second Amendment to Linde Data Center Lease between UCC&P and Praxair
dated July 2, 1992 (See Exhibit 10.14a of Praxair's 1993 Form 10K).

10.8.5 Third Amendment to Linde Data Center Lease between the Corporation
and Praxair dated June 30, 1994.

10.9.1 Tax Disaffiliation Agreement dated as of June 4, 1992, between the
Corporation and Praxair (See Exhibit 10.20 of Praxair Form 10).

10.9.2 Tax Settlement Agreement dated as of May 31, 1994, between the
Corporation and Praxair.

10.10.1 Employee Benefits Agreement dated as of June 4, 1992, between the
Corporation and Praxair (See Exhibit 10.25 of Praxair Form 10).

10.10.2 First Amendatory Agreement to the Employee Benefits Agreement dated
May 31, 1994.

10.11.1 Danbury Lease-Related Services Agreement dated as of June 4, 1992,
among the Corporation, UCC&P and Praxair (See Exhibit 10.24 of
Praxair Form 10).

10.11.2 First Amendment to Danbury Lease Related Services Agreement dated
June 30, 1994.

10.12 Additional Provisions Agreement dated as of June 4, 1992, between the
Corporation, UCC&P, Praxair and UCCS (See Exhibit 10.21 of Praxair
Form 10).

10.13.1* 1984 Union Carbide Stock Option Plan (See Exhibit 10.7.1 of the
Corporation's 1991 Form 10-K).

10.13.2* Resolutions adopted by the Board of Directors of the Corporation on
January 22, 1986, with respect to the 1984 Union Carbide Stock Option
Plan (See Exhibit 10.7.2 of the Corporation's 1991 Form 10-K).

10.13.3* Resolutions adopted by the Board of Directors of the Corporation on
April 17, 1986, with respect to the 1984 Union Carbide Stock Option
Plan (See Exhibit 10.7.3 of the Corporation's 1991 Form 10-K).

10.13.4* Amendment to the 1984 Union Carbide Stock Option Plan effective
June 1, 1989.

10.14.1* 1988 Union Carbide Long-Term Incentive Plan (See Exhibit 10.14.1 of
the Corporation's 1993 Form 10-K).

10.14.2* Amendment to the 1988 Union Carbide Long-Term Incentive Plan
effective June 1, 1989.

10.14.3 Amendment to the 1988 Union Carbide Long-Term Incentive Plan
effective August 1, 1989.

10.14.4 Resolutions adopted by the Board of Directors of the Corporation on
February 26, 1992, with respect to stock options granted under the
1984 Union Carbide Stock Option Plan and the 1988 Union Carbide Long-
Term Incentive Plan (See Exhibit 10.14.4 of the Corporation's 1992
Form 10-K).

10.14.5 Resolutions adopted by the Compensation and Management Development
Committee of the Board of Directors of the Corporation on June 30,
1992, with respect to stock options granted under the 1984 Union
Carbide Stock Option Plan and the 1988 Union Carbide Long-Term
Incentive Plan (See Exhibit 10.14.5 of the Corporation's 1992
Form 10-K).

10.15.1* 1983 Union Carbide Bonus Deferral Program (See Exhibit 10.8.1 of the
Corporation's 1991 Form 10-K).

10.15.2 Amendment to the 1983 Union Carbide Bonus Deferral Program effective
January 1, 1992 (See Exhibit 10.15.2 of the Corporation's 1992
Form 10-K).

10.16.1* 1984 Union Carbide Cash Bonus Deferral Program (See Exhibit 10.9.1 of
the Corporation's 1991 Form 10-K).

10.16.2* Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1986 (See Exhibit 10.9.2 of the Corporation's
1991 Form 10-K).

10.16.3 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1992 (See Exhibit 10.16.3 of the Corporation's
1992 Form 10-K).

10.17.1* Grantor Trust Agreement for the Equalization Benefit Plan for
Participants of the Retirement Program Plan for Employees of Union
Carbide Corporation and its Participating Subsidiary Companies and
the Supplemental Retirement Income Plan (See Exhibit 10.10.1 of the
Corporation's 1991 Form 10-K).

10.17.2* Amendment to Grantor Trust Agreement for the Equalization Benefit
Plan for Participants of the Retirement Program Plan for Employees of
Union Carbide Corporation and its Participating Subsidiary Companies
and the Supplemental Retirement Income Plan (See Exhibit 10.17.2 of
the Corporation's 1993 Form 10-K).

10.18.1* Equalization Benefit Plan for Participants of the Retirement Program
Plan for Employees of Union Carbide Corporation and its Participating
Subsidiary Companies (See Exhibit 10.11 of the Corporation's 1991
Form 10-K).

10.18.2 Amendment to the Equalization Benefit Plan effective January 1, 1994.

10.19.1* Supplemental Retirement Income Plan (See Exhibit 10.12.1 of the
Corporation's 1991 Form 10-K).

10.19.2* Amendment to Supplemental Retirement Income Plan effective January 1,
1989 (See Exhibit 10.19.2 of the Corporation's 1993 Form 10-K).

10.19.3 Amendment to the Supplemental Retirement Income Plan effective
January 1, 1994.

10.20.1 1992 Stock Compensation Plan for Non-Employee Directors of Union
Carbide Corporation (See Appendix A of the Corporation's proxy
statement for the annual meeting of the stockholders held on
April 22, 1992).

10.20.2 Resolution adopted by the Board of Directors of the Corporation on
June 30, 1992, with respect to the 1992 Stock Compensation Plan for
Non-Employee Directors of Union Carbide Corporation (See Exhibit
10.20.2 of the Corporation's 1992 Form 10-K).

10.21.1 Severance Compensation Agreement, dated July 21, 1992, between the
Corporation and Ronald Van Mynen. The Severance Compensation
Agreement filed with the Commission is substantially identical in all
material aspects, except as to the parties thereto and dates thereof,
with Agreements between the Corporation and other officers and
employees of the Corporation.

10.21.2 Amendment of Severance Compensation Agreement, dated September 24,
1993, between the Corporation and Ronald Van Mynen. Identical
amendments, except as to the parties thereto, were entered into
between the Corporation and other officers and employees of the
Corporation.

10.22* Resolution adopted by the Board of Directors of the Corporation on
November 30, 1988, with respect to an executive life insurance
program for officers and certain other employees (See Exhibit 10.22
of the Corporation's 1993 Form 10-K).

10.23.1* 1989 Union Carbide Variable Compensation Plan (See Exhibit 10.17 of
the Corporation's 1991 Form 10-K).

10.23.2 1994 Union Carbide Variable Compensation Plan (See Exhibit 10.23.2 of
the Corporation's 1993 Form 10-K).

10.24.1 Union Carbide Corporation Benefits Protection Trust.

10.24.2 Amendment to the Union Carbide Corporation Benefits Protection Trust
effective October 23, 1991 (See Exhibit 10.18.2 of the Corporation's
1991 Form 10-K).

10.24.3 Amendment to the Union Carbide Corporation Benefits Protection Trust
effective January 1, 1994.

10.25* Resolutions adopted by the Board of Directors of the Corporation on
February 24, 1988, with respect to the purchase of annuities to cover
liabilities of the Corporation under the Equalization Benefit Plan
for Participants of the Retirement Program Plan for Employees of
Union Carbide Corporation and its Participating Subsidiary Companies
and the Supplemental Retirement Income Plan.

10.26* Resolutions adopted by the Board of Directors of the Corporation on
June 28, 1989, with respect to the purchase of annuities to cover
liabilities of the Corporation under the Supplemental Retirement
Income Plan.

10.27 Union Carbide Corporation Non-Employee Directors' Retirement Plan.

10.28 1994 Union Carbide Long-Term Incentive Plan.

10.29 Compensation Deferral Program effective January 1, 1995.

10.30 Excess Long Term Disability Plan effective January 1, 1994.

10.31 Recapitalization and Stock Purchase and Sale Agreement dated as of
November 14, 1994 among Union Carbide Corporation, Mitsubishi
Corporation, UCAR International Inc. and UCAR International
Acquisition Inc.

11 Computation of Earnings per Share For The Five Years Ended
December 31, 1994.

13 The Corporation's 1994 annual report to stockholders (such report,
except for those portions which are expressly referred to in this
Form 10-K, is furnished for the information of the Commission and is
not deemed "filed'' as part of the Form 10-K).

21 Subsidiaries of the Corporation.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Price Waterhouse LLP.

27 Financial Data Schedule

99 1993 audited financial statements of UOP, with Report of Independent
Accountants thereon (See pages 17 through 39 of the Corporation's
1993 Form 10-K).

* The obligations of UCC&P hereunder were assumed by Union Carbide
Corporation as of July 1, 1989.

On May 1, 1994, Union Carbide Corporation was merged into UCC&P and UCC&P
changed its name to "Union Carbide Corporation."

Wherever an exhibit listed above refers to another exhibit or document (e.g.,
"See Exhibit 6 of...."), that exhibit or document is incorporated herein by
such reference.

A copy of any exhibit listed above may be obtained on written request to the
Secretary's Department, Union Carbide Corporation, Section E-4, 39 Old
Ridgebury Road, Danbury, CT 06817-0001. The charge for furnishing any exhibit
is 25 cents per page plus mailing costs.