Exhibit 12


                  Union Carbide Corporation and Subsidiaries
               Computation of Ratio of Earnings to Fixed Charges
                     (Millions of dollars, except ratios)
                     For the Year Ended December 31, 1998

                                                                    
Fixed Charges:
     Interest expensed                                               114 
     Interest capitalized                                             43 
     Amortized premiums/discounts related to indebtedness              - 
     Amortized capitalized expenses related to indebtedness            - 
     Estimate of the interest within rental expense                   19 
     Preference security dividend requirements of 
       consolidated subsidiaries                                       - 
     Charges arising from guarantees of equity investees              67 
Total Fixed Charges                                                  243 

Earnings
     Pretax income from continuing operations                        689 
     Less:
       Partnership income                                             33 
     Sub-total                                                       656 
     Add:
       Fixed charges                                                 243 
       Amortization of capitalized interest                           17 
       Distributed income of equity investees                        123 
       UCC's share of pre-tax losses of equity investees 
         for which charges arising from guarantees are 
         included in fixed charges                                   (62)
     Less:
       Interest capitalized                                           43 
       Preference security dividend requirements of 
         consolidated subsidiaries                                     - 
       Minority interest in pre-tax income of subsidiaries 
         that have not incurred fixed charges                          - 
     Total Earnings                                                  934 

Ratio of Earnings to Fixed Charges                                   3.8 

<FN>
For the purpose of calculating the ratio of earnings to fixed charges, 
earnings consist of pre-tax income of consolidated companies from 
continuing operations before adjustment for minority interests in 
consolidated subsidiaries or income or loss from equity investees plus (a) 
fixed charges,  (b) amortization of capitalized interest, (c) distributed 
income of equity investees and (d) the Company's share of pre-tax losses 
of equity investees for which charges arising from guarantees are included 
in fixed charges less (a) interest capitalized, (b) preference security 
dividend requirements of consolidated subsidiaries and (c) the minority 
interest in pre-tax income of subsidiaries that have not incurred fixed 
charges.  Fixed charges means the sum of (a) interest expensed and 
capitalized, (b) amortized premiums, discounts and capitalized expenses 
related to indebtedness, (c) an estimate of the interest within rental 
expense and (d) preference security dividend requirements of consolidated 
subsidiaries.  The Company has a 45 percent equity investment in Equate 
Petrochemical Company (Equate).  During 1998, the Company severally 
guaranteed 45 percent of Equate's long-term debt and working capital 
financing needs. Interest charges associated with guarantees of 
outstanding borrowings totaled $67 million for the year ended December 31, 
1998, and have been included, along with the Company's equity in Equate's 
pre-tax loss for the same period, in the calculation of the ratio of 
earnings to fixed charges.
</FN>