Exhibit 5














                                   April 26, 1995



Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT  06817-0001


          Re:  Registration Statement on Form S-8
               for The Savings and Investment Program 
               for Employees of Union Carbide Corporation 
               and Participating Subsidiary Companies

Dear Sirs:

          Please refer to the Registration Statement on Form S-8 
(the "Registration Statement") under the Securities Act of 1933, 
as amended, to be filed with the Securities and Exchange 
Commission by Union Carbide Corporation (the "Corporation") 
relating to 6,000,000 shares of common stock, $1.00 par value per 
share (the "Common Stock"), of the Corporation offered for sale 
pursuant to The Savings and Investment Program for Employees of 
Union Carbide Corporation and Participating Subsidiary Companies 
("Plan").

          We have examined and are familiar with originals or 
copies, certified or otherwise identified to our satisfaction, of 
such documents, corporate records, certificates of public 
officials and officers of the Corporation and such other 
instruments as we have deemed necessary or appropriate as a basis 
for the opinions expressed below.




                                   8


Union Carbide Corporation         -2-              April 26, 1995



          In our examination of the aforesaid documents, we have 
assumed, without independent investigation, the genuineness of 
all signatures, the enforceability of the documents against each 
party thereto, the legal capacity of all individuals who have 
executed any of the documents, the authenticity of all documents 
submitted to us as originals, the conformity to the original 
documents of all documents submitted to us as certified, 
photostatic, reproduced or conformed copies of valid existing 
agreements or other documents and the authenticity of all such 
latter documents.

          Based upon the foregoing, we are of the opinion that:

          1.     The Corporation has been duly organized and is 
validly existing under the laws of the State of New York.

          2.     The Plan has been duly adopted by the Board of 
Directors of the Corporation and approved by the shareholders of 
the Corporation.

          3.     The shares of Common Stock of the Corporation to 
which the Registration Statement relates have been duly 
authorized and reserved for issuance pursuant to the Plan and, 
when issued and sold pursuant to the Plan, will be legally 
issued, fully paid and non-assessable.

          Our opinions expressed above are limited to the 
Business Corporation Law of the State of New York and our 
opinions are rendered only with respect to the laws, and the 
rules, regulations and orders thereunder, which are currently in 
effect.

          We hereby consent to the filing of this opinion as an 
Exhibit 5 to the Registration Statement and to the references to 
our name included in or made part of the Registration Statement. 
In giving this consent, we do not thereby admit that we come 
within the category of persons whose consent is required by the 
Securities Act or the rules thereunder.


                                   Very truly yours,

                                   KELLEY DRYE & WARREN





                                   9