EXHIBIT 11


                UNION CARBIDE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE FOR THE FIVE YEARS ENDED DECEMBER 31, 1996
            (In millions of dollars except per share amounts)

                                                   Year Ended December 31,
                                                       1996         1995  
Earnings Per Share - Primary
                                                                 
  Income (loss) from continuing operations           $  593       $  925  
  Less:  Preferred stock dividend                        13           13  
  Net income (loss) from continuing operations
    for primary income calculation                      580          912  
  Income from discontinued operations                     -            -  
  Cumulative effect of accounting changes                 -            -  
  Net income (loss) - common stockholders            $  580       $  912  

  Weighted average number of common
    and common equivalent shares applicable 
    to primary earnings per share calculation
      Weighted average number of 
        shares outstanding                         131,029,621  137,219,676 
      Dilutive effect of stock options               4,492,283    4,443,980 
                                                   135.521.904  141,663,656 

  Earnings per share - primary
    Income (loss) from continuing operations         $ 4.28       $ 6.44    
    Discontinued operations                               -            -    
    Cumulative effect of accounting changes               -            -    
    Net income (loss) - common stockholders          $ 4.28       $ 6.44    



Earnings Per Share Assuming Full Dilution
  Income (loss) from continuing operations           $  593       $  925    
  Plus:  Interest on convertible debentures
           (net of taxes)                                 -            -    
  Less:  Additional ESOP contribution resulting
           from assumed conversion of preferred
           stock                                          1            1    

  Income (loss) from continuing operations
    for fully diluted income calculation                592          924    
  Income from discontinued operations                     -            -    
  Cumulative effect of accounting changes                 -            -    
  Net income (loss) for fully diluted
    income calculation                               $  592       $  924    

  Weighted average number of common
    and common equivalent shares applicable to
    fully diluted earnings per share calculation
      Weighted average number of 
        shares outstanding                         131,029,621  137,219,676 
      Dilutive effect of stock options               4,492,283    4,819,502 
      Shares issuable upon conversion of UCC
        convertible debentures                               -            - 
      Shares issuable upon conversion of UCC
        convertible preferred stock                 16,120,754   16,341,367 
                                                   151,642,658  158,380,545 
  Per share assuming full dilution
    Income (loss) from continuing operations         $ 3.90       $ 5.83    
    Discontinued operations                               -            -    
    Cumulative effect of accounting changes               -            -    
    Net income (loss)                                $ 3.90       $ 5.83    

<FN>
*   Fully diluted per share amounts are not presented in the consolidated 
    statements of income where amounts are antidilutive.  Fully diluted per
    share amounts are shown equal to primary per share amounts in the 
    Selected Financial Data on pages 20 through 21 of the 1996 annual report
    to stockholders where amounts are antidilutive.


                 UNION CARBIDE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE FOR THE FIVE YEARS ENDED DECEMBER 31, 1996
             (In millions of dollars except per share amounts)

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

  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 
      Dilutive effect of stock options               4,270,033    3,549,905  
                                                   154,174,788  151,371,160 

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



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

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

  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  
      Dilutive effect of stock options               4,439,006    4,244,866  
      Shares issuable upon conversion of UCC
        convertible debentures                               -    4,482,931  
      Shares issuable upon conversion of UCC
        convertible preferred stock                 16,542,644   16,796,109  
                                                   170,886,405  173,345,161 

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

<FN>
*   Fully diluted per share amounts are not presented in the consolidated 
    statements of income where amounts are antidilutive.  Fully diluted per
    share amounts are shown equal to primary per share amounts in the 
    Selected Financial Data on pages 20 through 21 of the 1996 annual report
    to stockholders where amounts are antidilutive.





           UNION CARBIDE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE FOR THE FIVE YEARS ENDED DECEMBER 31, 1996
        (In millions of dollars except per share amounts)

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

  Weighted average number of common
    and common equivalent shares applicable 
    to primary earnings per share calculation
      Weighted average number of 
        shares outstanding                         129,723,738
      Dilutive effect of stock options               2,625,735
                                                   132,349,473

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



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

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

  Weighted average number of common
    and common equivalent shares applicable to
    fully diluted earnings per share calculation
      Weighted average number of 
        shares outstanding                         129,723,738
      Dilutive effect of stock options               4,038,716
      Shares issuable upon conversion of UCC
        convertible debentures                      15,774,784
      Shares issuable upon conversion of UCC
        convertible preferred stock                 14,655,935
                                                   164,193,173

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

<FN>
*   Fully diluted per share amounts are not presented in the consolidated 
    statements of income where amounts are antidilutive.  Fully diluted per
    share amounts are shown equal to primary per share amounts in the 
    Selected Financial Data on pages 20 through 21 of the 1996 annual report
    to stockholders where amounts are antidilutive.