Exhibit 5


UNION CARBIDE CORPORATION    39 OLD RIDGEBURY ROAD, DANBURY CT 06817-0001
                                                     PHONE: (203) 794-6327
                                                           FAX: (203) 794-6269

Phyllis Savage
CHIEF FINANCE AND SECURITIES COUNSEL


                                                     June 29, 1995


BOARD OF DIRECTORS
Union Carbide Corporation

          Registration Statement on Form S-3 

Ladies and Gentlemen:

       This opinion is being rendered in connection with the 
Registration Statement on Form S-3 ("Registration Statement") filed 
by Union Carbide Corporation ("Company")  with the Securities and 
Exchange Commission ("Commission") for registration under the 
Securities Act of 1933 ("Act") of $400 million aggregate initial 
offering price of the Company's debt securities.  Such $400 million 
of debt securities ("Securities") are to be issued pursuant to one 
or more indentures ("Indenture") as described in the Registration 
Statement.

       In that connection, I have examined copies of such corporate 
records and made such inquiries as I have deemed necessary for the 
purposes of rendering the opinion set forth herein.

       Based upon the foregoing, in my opinion, when the 
Registration Statement has become effective under the Act and the 
terms of the Securities and of their issue and sale have been duly 
established so as not to violate any applicable law or agreement or 
instrument binding on the Company and upon execution and 
authentication of the Securities in accordance with the Indenture 
and delivery of the Securities to the purchasers thereof against 
payment therefor, the Securities will be valid and binding 
obligations of the Company, enforceable in accordance with their 
terms.  This opinion is qualified insofar as enforceability may be 
limited by fraudulent transfer, bankruptcy, insolvency or similar 
laws affecting creditor's rights generally and the availability of 
equitable remedies may be limited by equitable principles of 
general applicability.




     New York Office:  777 Old Saw Mill River Road, Tarrytown, NY 10591



       This opinion is limited to the federal laws of the United 
States of America and the laws of the State of New York.

       I hereby consent to the filing of this opinion as an exhibit 
to the Registration Statement and to the reference to my name under 
the caption "Legal Opinions" in the related prospectus.  My consent 
to such reference does not constitute a consent under Section 7 of 
the Act, as in consenting to such reference I have not certified 
any part of the Registration Statement and do not otherwise come 
within the categories of persons whose consent is required under 
Section 7 or under the rules and regulations of the Commission 
thereunder.

                                             Very truly yours,



                                             Phyllis Savage