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

Annual Report on Form 10-K for the year ended December 31, 1998.
Filed pursuant to Section 13 of the Securities Exchange Act of 1934.
Commission file number 1-1463

Union Carbide Corporation
1998 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:

Title of each class Name of each exchange on which registered

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

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 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), 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]

At February 28, 1999, 132,990,557 shares of common stock were outstanding.
Non-affiliates held 132,302,868 of those shares. The aggregate market value of
the non-affiliate shares was $5.821 billion.

Documents incorporated by reference:

Annual report to stockholders for the year ended December 31, 1998 (Parts I
and II)

Proxy statement for the annual meeting of stockholders to be held on April 28,
1999 (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 7a: Quantitative and Qualitative Disclosures About Market Risk 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 8
Item 12: Security Ownership of Certain Beneficial Owners and Management 8
Item 13: Certain Relationships and Related Transactions 8

Part IV
Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K 9
Signatures 12
Exhibit Index 13

Cautionary statement: All statements in this Annual Report on Form 10-K that
do not reflect historical information are forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of 1995 (as
amended). Forward-looking statements include statements concerning plans;
objectives; strategies; anticipated future events or performance; sales; cost,
expense and earnings expectations; the Year 2000 issue; the euro; interest
rate and currency risk management; the chemical markets in 1999 and beyond;
cost reduction targets; the corporation's share price; earnings and
profitability targets; development, production and acceptance of new products
and process technologies; ongoing and planned capacity additions and
expansions; joint ventures; Management's Discussion & Analysis; and any other
statements that do not reflect historical information. These include
statements incorporated herein by reference to the 1998 annual report to
stockholders. Such forward-looking statements are subject to risks and
uncertainties. Important factors that could cause actual results to differ
materially from those discussed in such forward-looking statements include the
supply/demand balance for the corporation's products; customer inventory
levels; competitive pricing pressures; feedstock availability and costs;
changes in industry production capacities and operating rates; currency
exchange rates; interest rates; global economic conditions, particularly in
Asia and Latin America; disruption in transportation facilities; competitive
technology positions; failure by the corporation to achieve technology
objectives, achieve cost reduction targets or complete projects on schedule
and on budget; and inability to obtain new customers or retain existing ones.
Some of these factors are discussed further in Part I, Item 1: Business.

Definition of Terms: See page 48 of the 1998 annual report to stockholders.
Terms defined there are used herein.

Printed on Recycled, Recyclable Paper

Part I

Item 1. Business

General-Union Carbide operates in two business segments of the chemicals and
plastics industry, Specialties & Intermediates and Basic Chemicals & Polymers.
Specialties & Intermediates converts basic and intermediate chemicals into a
diverse portfolio of chemicals and polymers serving industrial customers in
many markets. This segment also provides technology services, including
licensing, to the oil and gas and petrochemicals industries. The Basic
Chemicals & Polymers segment converts hydrocarbon feedstocks, principally
liquefied petroleum gas and naphtha, into ethylene or propylene used to
manufacture polyethylene, polypropylene, ethylene oxide and ethylene glycol
for sale to third-party customers, as well as propylene, ethylene, ethylene
oxide and ethylene glycol for consumption by the Specialties & Intermediates
segment. The profitability of the Basic Chemicals & Polymers segment of the
chemicals and plastics industry is highly cyclical, whereas that of the
Specialties & Intermediates segment is less cyclical. Consequently, Union
Carbide's results are subject to the swings of the business cycle in both the
highly volatile Basic Chemicals & Polymers segment and the less volatile
Specialties & Intermediates segment. In addition to its business segments, the
corporation's Other segment includes its noncore operations and financial
transactions other than derivatives designated as hedges, which are included
in the same segment as the item being hedged. See pages 1, 4, 5, and "Results
of Operations" on pages 7 through 13 of the 1998 annual report to stockholders
for further information about Union Carbide's businesses, and Note 6 on pages
30 and 31 of the 1998 annual report to stockholders for financial information
about Union Carbide's business segments.

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 1998, 11,627 people were employed in the manufacturing facilities,
laboratories and offices of the corporation and its consolidated subsidiaries
around the world.

Raw Materials, Products and Markets-See information herein and in the 1998
annual report to stockholders on pages 4 and 5. All products and services are
marketed throughout the world by the corporation's direct sales force, and
where appropriate, augmented by a network of Union Carbide authorized
distributors.

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.

The business segments of Union Carbide are 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 process technology is, in the
aggregate, considered to be material to the Specialties & Intermediates
segment and the corporation as a whole. Union Carbide also has a large number
of trademarks. The UNION CARBIDE, UCAR and UNIPOL trademarks are material; no
other single trademark is material.

- 1 -

Part I (Cont.)

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 expensed $143 million in 1998, $157 million in 1997, and
$159 million in 1996 on company-sponsored research activities to develop new
products, processes, or services, or to improve existing ones. Certain of
Union Carbide's joint ventures conduct research and development within their
business fields.

Environment-See Costs Relating to Protection of the Environment on pages 13
and 14 of the 1998 annual report to stockholders and Note 17 on pages 42 and
43 thereof.

Insurance-Union Carbide's policy is to obtain public liability and other
insurance coverage at terms and conditions and at a cost that management
considers fair and reasonable. Union Carbide's management believes it has a
prudent risk management policy in effect and it periodically reviews its
insurance coverage as to scope and amount and makes adjustments as deemed
necessary. 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 corporate retentions.

Competition-Each of the major product and service 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.

The Specialties & Intermediates segment is characterized by differentiated
products and is less subject to external changes in supply/demand
relationships than the Basic Chemicals & Polymers segment. In the Specialties
& Intermediates segment, competition is based primarily on product
functionality and quality, with the more unique products commanding
significant price premiums.

Products manufactured by the Specialties & Intermediates segment may compete
with a few competitors in many products to many competitors in selected
products. In all, approximately 40 other major specialty chemical companies
manufacture products competitive with those of the Specialties & Intermediates
segment.

The Basic Chemicals & Polymers segment is characterized by large volume
commodity products and is subject to external changes in supply/demand
relationships, including changes in the strength of the overall economy,
customer inventory levels, industry manufacturing capacity and operating rates
and raw material feedstock costs. Participants in this segment compete for
business primarily on the basis of price and efficient delivery systems.

The Basic Chemicals & Polymers segment competes with at least 12 other major
producers of basic chemicals.

See pages 4 and 5 of the 1998 annual report to stockholders for information
about each segment's principal products.

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 products marketed by the corporation's joint ventures are
principally produced outside the United States. Competitive products are
produced throughout the world.

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

See Note 6 on pages 30 and 31 of the 1998 annual report to stockholders for a
summary of business and geographic segment information.

- 2 -

Part I (Cont.)

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 16 and 17 of
the 1998 annual report to stockholders.

Listed below are the principal manufacturing facilities operated by Union
Carbide worldwide. Research and engineering facilities are noted within each
of the domestic and international descriptions below. Most of the domestic
properties are owned in fee. Union Carbide maintains numerous domestic sales
offices and warehouses, the majority of which are leased premises, whose lease
terms are scheduled to expire in five years or less. All principal
international manufacturing properties are owned or held under long-term
leases. International 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 is located in Danbury, Connecticut and is leased.

Principal domestic manufacturing facilities and the principal products
manufactured there are as follows:
Location City Principal Product(s)
Specialties & Intermediates Segment
California Torrance Latexes
Georgia Tucker Latexes
Illinois Alsip Latexes
Louisiana Greensburg Hydroxyethyl cellulose derivatives
Louisiana Norco (Cypress Plant) Polypropylene catalysts
Louisiana Taft Acrolein and derivatives,
acrylic monomers, caprolactone,
UV-curing resins, cycloaliphatic
epoxides, glycol ethers, ethyleneamines,
surfactants, ethanolamines, oxo alcohols
Louisiana Taft (Star Plant) Polyethylene catalysts
New Jersey Bound Brook Polyethylene compounds
New Jersey Edison Lanolin and glucose derivatives
New Jersey Somerset Latexes
Puerto Rico Bayamon Latexes
Texas Garland Latexes
Texas Seadrift Ethanolamines, glycol ethers, ethylene-
propylene rubber, polyethylene compounds
for wire & cable, polyethylene catalysts
Texas Texas City Organic acids and esters, alcohols,
aldehydes, ketones, vinyl acetate,
solution vinyl resins, heat transfer
fluids
West Virginia Institute Caprolactone derivatives, polyethylene
glycol, hydroxyethyl cellulose,
polyethylene oxide, surfactants,
ethylidene norbornene, glutaraldehyde,
ethylene oxide catalysts, acetone and
derivatives
West Virginia South Charleston Alkyl alkanolamines, miscellaneous
specialty products, polyalkylene
glycols, surfactants, specialty ketones,
polyvinyl acetate resins, heat transfer
fluids, aircraft deicing fluids,
polyethylene catalysts

Basic Chemicals & Polymers Segment
Louisiana Norco (Cypress Plant) Polypropylene
Louisiana Taft Ethylene oxide and glycol, olefins
Louisiana Taft (Star Plant) Polyethylene
Texas Seadrift Ethylene oxide and glycol, olefins,
polyethylene, polypropylene
Texas Texas City Olefins

- 3 -

Part I (Cont.)

Research and development for the Specialties & Intermediates segment is
carried on at technical centers in Bound Brook, Edison and Somerset, New
Jersey; Tarrytown, New York; Cary, North Carolina; Houston and Texas City,
Texas; and South Charleston, West Virginia. Research and development for the
Basic Chemicals & Polymers segment is carried on at technical centers in Bound
Brook and Somerset, New Jersey; Houston, Texas; and South Charleston, West
Virginia. Process and design engineering for both segments is conducted at
technical centers in South Charleston, West Virginia and in Houston, Texas, in
support of domestic and foreign projects.

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

Country City Principal Product(s)

Specialties & Intermediates Segment
Belgium Vilvoorde Lanolin derivatives
Belgium Zwijndrecht Hydroxyethyl cellulose
Brazil Aratu Hydroxyethyl cellulose
Brazil Cabo Vinyl acetate
Brazil Cubatao Polyethylene
Ecuador Guayaquil Latex
Indonesia Jakarta Latex
Malaysia Seremban Latex
People's Republic of China Guangdong Latex, hydroxyethyl cellulose
derivatives
People's Republic of China Shanghai Latex
Philippines Batangas Latex
Sri Lanka Colombo Latex
Thailand Rayong Latex
United Arab Emirates Dubai Latex
United Kingdom Wilton Glycol ethers, ethanolamines

Basic Chemicals & Polymers Segment
Canada Prentiss Ethylene glycol
United Kingdom Wilton Ethylene oxide and glycol

Research and development for the Specialties & Intermediates segment is
carried on at international facilities in Zwijndrecht, Belgium; Cubatao,
Brazil; Montreal East, Canada; Jurong, Singapore; and Meyrin (Geneva),
Switzerland.

Principal locations of the corporation's partnerships and corporate
investments carried at equity and the principal products manufactured by those
entities are as follows:

Specialties and Intermediates:

UOP LLC - a joint venture with Allied Signal Inc., accounted for as a
partnership, which is a leading worldwide supplier of process technology,
catalysts, molecular sieves and adsorbents to the petrochemical and gas-
processing industries. UOP LLC has manufacturing facilities in Mobile,
Alabama; Des Plaines and McCook, Illinois; Shreveport, Louisiana; Tonawanda,
New York; Leverkusen, Germany; Reggio di Calabria, Italy; and Brimsdown,
United Kingdom. UOP has several joint ventures with
manufacturing sites in Hiratsuka and Yokkaichi, Japan and Shanghai, China.
Research and development is performed at locations in Des Plaines, Illinois
and Mobile, Alabama.

Nippon Unicar Company Limited - a Japan-based producer of polyethylene and
specialty polyethylene compounds and specialty silicone products. This joint
venture with Tonen Chemical Corporation has manufacturing facilities in
Kawasaki and Komatsu, Japan.

- 4 -

Part I (Cont.)

Aspell Polymeres SNC - a France-based producer of polyethylene and specialty
polyethylene compounds. This partnership with Elf Atochem S.A., a subsidiary
of Elf Aquitaine, has a manufacturing facility in Gonfreville, France.

World Ethanol Company - a U.S.-based partnership with Archer Daniels Midland
Company that supplies ethanol worldwide. This partnership has manufacturing
facilities in Texas City, Texas and Peoria, Illinois.

Univation Technologies, LLC - a U.S.-based joint venture, accounted for as a
partnership, with Exxon Chemical Company, a division of Exxon Corporation, for
the licensing of polyethylene technology and research, development and
commercialization of process technology and single site and other advanced
catalysts for the production of polyethylene. The venture is also the sales
agent for licensing of Union Carbide's UNIPOL technology. The company's
headquarters is located in Houston, Texas. Research and development and
engineering are performed at locations in Bound Brook, New Jersey; Baytown,
Texas; Houston, Texas; and South Charleston, West Virginia. A catalyst
manufacturing facility is located in Mont Belvieu, Texas.

Asian Acetyls, Co. Ltd. - a South Korea-based producer of vinyl acetate
monomers used in the production of emulsion resins by customers in the
coatings and adhesives industries. This corporate joint venture with BP
Chemicals and Samsung Fine Chemicals Company has a manufacturing facility in
Ulsan, South Korea.

Basic Chemicals and Polymers:

Polimeri Europa S.r.l. - a Europe-based producer of olefins and polyethylene
resins. This corporate joint venture with EniChem S.p.A. of Italy operates
facilities at Brindisi, Ferrara, Gela, Priolo and Ragusa, Italy; Dunkirk,
France; and Oberhausen, Germany. The venture is headquartered in Milan,
Italy.

EQUATE Petrochemical Company K.S.C. - a corporate joint venture with
Petrochemical Industries Company and Boubyan Petrochemical Company, which
manufactures ethylene, polyethylene and ethylene glycol at its world-scale
petrochemicals complex in Shuaiba, Kuwait.

Petromont and Company, Limited Partnership - a Canada-based olefins and
polyethylene resins producer owned jointly with Ethylec Inc. This partnership
has manufacturing facilities at Montreal and Varennes, Quebec, Canada.

Alberta & Orient Glycol Company Limited - a corporate joint venture with
Mitsui & Co., Ltd., Japan, and Far Eastern Textile Ltd., Taiwan. This Canada-
based producer of ethylene glycol has a manufacturing facility in Prentiss,
Alberta, Canada.

Item 3. Legal Proceedings

See Note 17 of Notes to Financial Statements on pages 42 and 43 of the 1998
annual report to stockholders.

On November 23, 1998, the West Virginia Division of Environmental Protection
issued a Proposed Order to the corporation alleging violations of hazardous
waste regulations at the corporation's South Charleston, West Virginia plant.
The Proposed Order seeks a civil penalty of $359,200. The corporation is
contesting the alleged violations and proposed penalty.

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 1998.

- 5 -

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, 19 and 45 of the 1998 annual report to stockholders.
Information about the stock exchanges where the stock is traded in the United
States is listed on page 46 of the 1998 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 1998 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" and dividend
information is included under the caption "Other Data" in the Selected
Financial Data on pages 18 and 19 of the 1998 annual report to stockholders.

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

See the information in the 1998 annual report to stockholders on pages 7
through 17.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Information pertaining to Quantitative and Qualitative Disclosures About
Market Risk is included under the caption "Interest Rate and Currency Risk
Management" and "Foreign Operations" in Management's Discussion and Analysis
on pages 8 and 9 of the 1998 annual report to stockholders.

Item 8. Financial Statements and Supplementary Data

The consolidated balance sheet of Union Carbide Corporation and subsidiaries
at December 31, 1998 and 1997 and the consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998, together with the report thereon of KPMG LLP
dated January 22, 1999, are contained on pages 20 through 44 of the 1998
annual report to stockholders.

Quarterly income statement data are contained on page 45 of the 1998 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 LLP, its independent auditors.

- 6 -

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 7 through 10 of the proxy
statement for the annual meeting of stockholders to be held on April 28, 1999.

The principal executive officers of the corporation are as follows. Data is as
of March 25, 1999.

Year
First
Name Age Position Elected
William H. Joyce 63 Chairman of the Board, President and Chief
Executive Officer 1993
Joseph S. Byck 57 Vice-President 1991
Bruce D. Fitzgerald 59 Vice-President, General Counsel and Secretary 1999
James F. Flynn 56 Vice-President 1993
Malcolm A. Kessinger 55 Vice-President 1991
Lee P. McMaster 56 Vice-President 1993
Joseph C. Soviero 60 Vice-President 1993
Roger B. Staub 64 Vice-President 1993
John K. Wulff 50 Vice-President, Chief Financial Officer and
Controller 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 for the past five years.

- 7 -

Part III (Cont.)

Name Position Years Held

William H. Joyce Chairman of the Board, President and
Chief Executive Officer 1996 to present
President and Chief Executive Officer 1995 to 1995
President and Chief Operating Officer 1993 to 1995

Joseph S. Byck Vice-President 1991 to present

Bruce D. Fitzgerald Vice-President, General Counsel and
Secretary 1999 to present
Deputy General Counsel 1987 to 1998

James F. Flynn Vice-President 1993 to present

Malcolm A. Kessinger Vice-President 1991 to present

Lee P. McMaster Vice-President 1993 to present

Joseph C. Soviero Vice-President 1993 to present

Roger B. Staub Vice-President 1993 to present

John K. Wulff Vice-President, Chief Financial Officer
and Controller 1996 to present
Vice-President, Controller and Principal
Accounting Officer 1989 to 1996

See "Section 16(a) Beneficial Ownership Reporting Compliance" on page 21 of
the proxy statement for the annual meeting of stockholders to be held on April
28, 1999.

Item 11. Executive Compensation

See pages 17 through 19 of the proxy statement for the annual meeting of
stockholders to be held on April 28, 1999.

Item 12. Security Ownership of Certain Beneficial Owners and Management

See pages 20 and 21 of the proxy statement for the annual meeting of
stockholders to be held on April 28, 1999.

Item 13. Certain Relationships and Related Transactions

See page 10 of the proxy statement for the annual meeting of stockholders to
be held on April 28, 1999.

- 8 -

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
43 and the Independent Auditors' Report set forth on page 44 of the
1998 annual report to stockholders are incorporated by reference in
this Annual Report on Form 10-K.

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

3. The following schedule should be read in conjunction with the
consolidated financial statements incorporated by reference in Item 8
of this Annual Report on Form 10-K. 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 II),
three years ended December 31, 1998 11

(b) The corporation filed the following reports on Form 8-K for the three
months ended December 31, 1998.

1. Form 8-K dated September 18, 1998, contained the corporation's
Computation of Ratio of Earnings to Fixed Charges for the six months
ended June 30, 1998 and the years ended December 31, 1997, 1996,
1995, 1994 and 1993 and the corporation's press release dated
September 18, 1998.

2. Form 8-K dated December 8, 1998, contained the corporation's press
release dated December 8, 1998.

- 9 -

Part IV (Cont.)

Report of Independent Auditors

The Board of Directors
Union Carbide Corporation

Under date of January 22, 1999, we reported on the consolidated balance sheets
of Union Carbide Corporation and subsidiaries as of December 31, 1998 and
1997, 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, 1998, as contained on pages 20 through 43 in the 1998 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
1998. 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 corporation'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.

KPMG LLP

Stamford, Conn.
January 22, 1999

- 10 -

Part IV (Cont.)

Schedule II-Valuation and Qualifying Accounts

Union Carbide Corporation and Consolidated Subsidiaries

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

Millions of dollars, year ended December 31, 1998

Allowance for
doubtful accounts $11 $ 3 $ 8 $ - $22

Millions of dollars, year ended December 31, 1997
Allowance for
doubtful accounts $10 $ 3 $ - $ 2 $11

Millions of dollars, year ended December 31, 1996
Allowance for
doubtful accounts $11 $ 1 $ - $ 2 $10

- 11 -

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 25, 1999
/s/ John K. Wulff
by: John K. Wulff
Vice-President, Chief Financial
Officer and Controller

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 25, 1999.

/s/William H. Joyce /s/C. Fred Fetterolf /s/Ronald L. Kuehn, Jr.
William H. Joyce C. Fred Fetterolf Ronald L. Kuehn, Jr.
Director, Chairman of Director Director
the Board, President and
Chief Executive Officer

/s/John K. Wulff /s/Rainer E. Gut /s/Rozanne L. Ridgway
John K. Wulff Rainer E. Gut Rozanne L. Ridgway
Vice-President, Chief Director Director
Financial Officer
and Controller

/s/Vernon E. Jordan, Jr. /s/James M. Ringler
Vernon E. Jordan, Jr. James M. Ringler
Director Director

/s/Robert D. Kennedy /s/Paul J. Wilhelm
Robert D. Kennedy Paul J. Wilhelm
Director Director

- 12 -

Exhibit Index

Exhibit No.

3.1 Amended and Restated Certificate of Incorporation as filed June 25,
1998 (See Exhibit 3 of the corporation's June 30, 1998 Form 10-Q).

3.2 By-Laws of the corporation, amended as of December 3, 1996 (See
Exhibit 3.2.1 of the corporation's 1996 Form 10-K).

4.1 Indenture dated as of June 1, 1995, between the corporation and the
Chase Manhattan Bank (formerly Chemical Bank), Trustee (See Exhibit
4.1.2 to the corporation's Form S-3 effective October 13, 1995, Reg.
No. 33-60705).

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.

4.3.1 Rights Agreement, dated as of July 26, 1989, as amended and restated
as of May 27, 1992, between the corporation and Chase Mellon
Shareholder Services Inc. (successor to Manufacturers Hanover Trust
Company), as Rights Agent (See Exhibit 4(a) to the corporation's
Form 8 filed with the Commission on June 1, 1992, file number
1-10297).

4.3.2 Amendment to Rights Agreement, dated as of December 3, 1996, between
the corporation and Chase Mellon Shareholder Services Inc. as
Successor Rights Agent (See Exhibit 99.1 of the corporation's Form 8-K
dated December 3, 1996).

10.1 Indemnity Agreement dated as of December 8, 1997, between the
corporation and James F. Flynn. 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
executive officer of the corporation (See Exhibit 10.1 of the
corporation's 1997 Form 10-K).

10.2.1 1988 Union Carbide Long-Term Incentive Plan.

10.2.2 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective
June 1, 1989 (See Exhibit 10.14.2 of the corporation's 1994 Form
10-K).

10.2.3 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective
August 1, 1989 (See Exhibit 10.14.3 of the corporation's 1994 Form
10-K).

10.2.4 Resolutions adopted by the Board of Directors of the corporation on
February 26, 1992, with respect to stock options granted under the
1988 Union Carbide Long-Term Incentive Plan (See Exhibit 10.2.4 of the
corporation's 1997 Form 10-K).

10.2.5 Resolutions adopted by the Compensation and Management Development
Committee of the Board of Directors of the corporation on June 30,
1992, with respect to the 1988 Union Carbide Long-Term
Incentive Plan (See Exhibit 10.2.5 of the corporation's 1997
Form 10-K).

10.2.6 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective
October 1, 1997 (See Exhibit 10.2.6 of the corporation's 1997
Form 10-K).

10.3.1 1983 Union Carbide Bonus Deferral Program (See Exhibit 10.4.1 of the
corporation's 1996 Form 10-K).

10.3.2 Amendment to the 1983 Union Carbide Bonus Deferral Program effective
January 1, 1992 (See Exhibit 10.3.2 of the corporation's 1997
Form 10-K).

10.4.1 1984 Union Carbide Cash Bonus Deferral Program (See Exhibit 10.5.1 of
the corporation's 1996 Form 10-K).

10.4.2 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1986 (See Exhibit 10.5.2 of the corporation's
1996 Form 10-K).

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Exhibit Index (Cont.)

Exhibit No.

10.4.3 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1992 (See Exhibit 10.4.3 of the corporation's
1997 Form 10-K).

10.5.1 Equalization Benefit Plan for Participants of the Retirement Program
Plan for Employees of Union Carbide Corporation and its Participating
Subsidiary Companies (See Exhibit 10.6.1 of the corporation's 1996
Form 10-K).

10.5.2 Amendment to the Equalization Benefit Plan effective January 1, 1994
(See Exhibit 10.18.2 of the corporation's 1994 Form 10-K).

10.6.1 Supplemental Retirement Income Plan (See Exhibit 10.7.1 of the
corporation's 1996 Form 10-K).

10.6.2 Amendment to the Supplemental Retirement Income Plan effective January
1, 1994 (See Exhibit 10.19.3 of the corporation's 1994 Form 10-K).

10.6.3 Amendment to the Supplemental Retirement Income Plan effective January
1, 1995 (See Exhibit 10.18.3 of the corporation's 1995 Form 10-K).

10.7 Union Carbide Non-Employee Directors' Compensation Deferral Plan
effective February 1, 1997 (See Exhibit 10.7 of the corporation's
1997 Form 10-K).

10.8 Severance Compensation Agreement, dated February 10, 1998, between the
corporation and Ron J. Cottle. 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 (See Exhibit 10.8 of the corporation's 1997
Form 10-K).

10.9 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.

10.10 1997 Union Carbide Variable Compensation Plan effective July 1, 1997
(See Exhibit 10.10 of the corporation's 1997 Form 10-K).

10.11.1 Union Carbide Corporation Benefits Protection Trust, amended and
restated effective August 29, 1997 (See Exhibit 10.11.1 of the
corporation's 1997 Form 10-K).

10.11.2 Amendment to the Union Carbide Corporation Benefits Protection Trust
effective November 1, 1997 (See Exhibit 10.11.2 of the corporation's
1997 Form 10-K).

10.12 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 (See Exhibit 10.25 of the
corporation's 1994 Form 10-K).

10.13 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 (See Exhibit 10.26 of the corporation's 1994 Form 10-K).

10.14.1 Union Carbide Corporation Non-Employee Directors' Retirement Plan (See
Exhibit 10.27 of the corporation's 1994 Form 10-K).

10.14.2 Amendment to the Union Carbide Corporation Non-Employee Directors'
Retirement Plan effective May 1, 1997 (See Exhibit 10.14.2 of the
corporation's 1997 Form 10-K).

10.15.1 1994 Union Carbide Long-Term Incentive Plan (See Exhibit 10.28 of the
corporation's 1994 Form 10-K).

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Exhibit Index (Cont.)

Exhibit No.

10.15.2 Amendment to the 1994 Union Carbide Long-Term Incentive Plan effective
October 1, 1997 (See Exhibit 10.15.2 of the corporation's 1997
Form 10-K).

10.16.1 Amendment and Restatement to Union Carbide Compensation Deferral
Program effective October 1, 1995 (See Exhibit 10.28 of the
corporation's 1995 Form 10-K).

10.16.2 Amendment to Union Carbide Compensation Deferral Program effective
January 1, 1995 (See Exhibit 10.17.2 of the corporation's 1996 Form
10-K).

10.16.3 Amendment to Union Carbide Compensation Deferral Program effective
December 31, 1996 (See Exhibit 10.17.3 of the corporation's 1996 Form
10-K).

10.17 Excess Long-Term Disability Plan effective January 1, 1994 (See
Exhibit 10.30 of the corporation's 1994 Form 10-K).

10.18 1995 Union Carbide Performance Incentive Plan (See Appendix A of the
corporation's proxy statement for the annual meeting of stockholders
held on April 26, 1995).

10.19.1 1997 Union Carbide Long-Term Incentive Plan (See Appendix A of the
corporation's proxy statement filed with the Commission March 12,
1997, file number: 001-01463).

10.19.2 Amendment to the 1997 Union Carbide Long-Term Incentive Plan effective
April 23, 1997 (See Exhibit 10.19.2 of the corporation's 1997
Form 10-K).

10.20 1997 Stock Option Plan for Non-Employee Directors of Union Carbide
Corporation (See Appendix B of the corporation's proxy statement filed
with the Commission March 12, 1997, file number: 001-01463).

10.21 1997 Union Carbide Corporation EPS Incentive Plan (See Exhibit 10.21
of the corporation's 1997 Form 10-K).

10.22 The Mid-Career Hire Plan for Employees of Union Carbide Corporation
and Its Participating Subsidiary Companies, effective December 3,
1996 (See Exhibit 10.22 of the corporation's 1997 Form 10-K).

10.23.1 Completion Guarantee dated September 15, 1996 by the corporation and
its partner, Petrochemical Industries Company K.S.C., for the benefit
of certain banks with respect to construction of a petrochemicals
complex in Kuwait (See Exhibit 10.1 of the corporation's Form 10-Q for
the quarter ended September 30, 1996).

10.23.2 Definitions Agreement dated September 15, 1996 among the corporation
and various parties relating to Exhibit 10.23.1 (See Exhibit 10.2 of
the corporation's Form 10-Q for the quarter ended September 30, 1996).

13 The corporation's 1998 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 Consent of KPMG LLP.

27.1 Financial Data Schedule for the year ended December 31, 1998.

27.2 Restated Financial Data Schedule for the years ended December 31, 1997
and 1996.
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27.3 Restated Financial Data Schedule for the three months ended March 31,
1997, the six months ended June 30, 1997 and the nine months ended
September 30, 1997.

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, 39 Old Ridgebury Road,
Danbury, CT 06817-0001. The charge for furnishing any exhibit is 25 cents per
page plus mailing costs.

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UC-1729
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