EXHIBIT 11





                                       UNION CARBIDE CORPORATION AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER SHARE FOR THE FIVE YEARS ENDED DECEMBER 31, 1994
                                    (In millions of dollars except per share amounts)


                                                           Year Ended December 31,     
                                                       1994         1993         1992     
                                                                              
Earnings Per Share - Primary
  Income (loss) from continuing operations           $  389       $  165       $  119     
  Less:  Preferred stock dividend                        13           13           17     
  Net income (loss) from continuing operations
    for primary income calculation                      376          152          102     
  Income from discontinued operations                     -            -           67     
  Cumulative effect of accounting changes                 -          (97)        (361)    
  Net income (loss) - common stockholders            $  376       $   55       $ (192)    

  Weighted average number of common
    and common equivalent shares applicable 
    to primary earnings per share calculation
      Weighted average number of 
        shares outstanding                         149,904,755  147,821,255  129,723,738  
      Dilutive effect of stock options               4,270,033    3,549,905    2,625,735  
                                                   154,174,788  151,371,160  132,349,473  

  Earnings per share - primary
    Income (loss) from continuing operations         $ 2.44       $ 1.00       $ 0.76     
    Discontinued operations                               -            -         0.51     
    Cumulative effect of accounting changes               -        (0.64)       (2.73)    
    Net income (loss) - common stockholders          $ 2.44       $ 0.36       $(1.46)    



Earnings Per Share Assuming Full Dilution
  Income (loss) from continuing operations           $  389       $  165       $  119     
  Plus:  Interest on convertible debentures
           (net of taxes)                                 -            4           17     
  Less:  Additional ESOP contribution resulting
           from assumed conversion of preferred
           stock                                          1            1            7     

  Income (loss) from continuing operations
    for fully diluted income calculation                388          168          129     
  Income from discontinued operations                     -            -           67     
  Cumulative effect of accounting changes                 -          (97)        (361)    
  Net income (loss) for fully diluted
    income calculation                               $  388       $   71       $ (165)    

  Weighted average number of common
    and common equivalent shares applicable to
    fully diluted earnings per share calculation
      Weighted average number of 
        shares outstanding                         149,904,755  147,821,255  129,723,738  
      Dilutive effect of stock options               4,439,006    4,244,866    4,038,716  
      Shares issuable upon conversion of UCC
        convertible debentures                               -    4,482,931   15,774,784  
      Shares issuable upon conversion of UCC
        convertible preferred stock                 16,542,644   16,796,109   14,655,935  
                                                   170,886,405  173,345,161  164,193,173  

  Per share assuming full dilution
    Income (loss) from continuing operations         $ 2.27       $ 0.97       $ 0.78     
    Discontinued operations                               -            -         0.41     
    Cumulative effect of accounting changes               -        (0.56)       (2.20)    
    Net income (loss)                                $ 2.27       $ 0.41 *     $(1.01)*   


                                                    Year Ended December 31, 
                                                        1991         1990  
                                                             
Earnings Per Share - Primary
  Income (loss) from continuing operations            $ (116)      $  188  
  Less:  Preferred stock dividend                         19            -  
  Net income (loss) from continuing operations
    for primary income calculation                      (135)         188  
  Income from discontinued operations                    107          120  
  Cumulative effect of accounting changes                  -            -  
  Net income (loss) - common stockholders             $  (28)      $  308  

  Weighted average number of common
    and common equivalent shares applicable
    to primary earnings per share calculation
      Weighted average number of 
        shares outstanding                          126,449,140  140,665,386 
      Dilutive effect of stock options                  327,068      346,810 
                                                    126,776,208  141,012,196 

  Earnings per share - primary
    Income (loss) from continuing operations          $(1.06)      $ 1.34    
    Discontinued operations                             0.84         0.85    
    Cumulative effect of accounting changes                -            -    
    Net income (loss) - common stockholders           $(0.22)      $ 2.19    



Earnings Per Share Assuming Full Dilution
  Income (loss) from continuing operations            $ (116)      $  188  
  Plus:  Interest on convertible debentures
           (net of taxes)                                 17           17  
  Less:  Additional ESOP contribution resulting
           from assumed conversion of preferred
           stock                                           4            -  

  Income (loss) from continuing operations
    for fully diluted income calculation                (103)         205  
  Income from discontinued operations                    107          120  
  Cumulative effect of accounting changes                  -            -  
  Net income (loss) for fully diluted
    income calculation                                $    4       $  325  

  Weighted average number of common
    and common equivalent shares applicable to
    fully diluted earnings per share calculation
      Weighted average number of 
        shares outstanding                          126,449,140  140,665,386 
      Dilutive effect of stock options                  392,058      346,810 
      Shares issuable upon conversion of UCC
        convertible debentures                        9,718,310    9,718,310 
      Shares issuable upon conversion of UCC
        convertible preferred stock                  15,116,167    1,905,065 
                                                    151,675,675  152,635,571 

  Per share assuming full dilution
    Income (loss) from continuing operations          $(0.68)      $ 1.34    
    Discontinued operations                             0.71         0.79    
    Cumulative effect of accounting changes                -            -    
    Net income (loss)                                 $ 0.03*      $ 2.13    

<FN>
*   Fully diluted per share amounts are not presented in the consolidated statements
    of income where amounts are antidilutive.