UNION CARBIDE CORP /NEW/
S-3/A, 1995-09-08
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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    As filed with the Securities and Exchange Commission on September 8, 1995
                                                     Registration No. 33-60705
    

                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                              AMENDMENT NO. 1

                                    TO

                                 FORM S-3 

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
                                                 

                     UNION CARBIDE CORPORATION
            (Exact name of registrant as specified in its charter) 
            New York                                    13-1421730 
   (State of incorporation)               (I.R.S. Employer Identification No.) 

39 Old Ridgebury Road                     Joseph E. Geoghan
Danbury, Connecticut 06817-0001           Vice President, General Counsel and
                                            Secretary
(203) 794-2000                            (Same address and telephone number
(Address and telephone number             as registrant)
of registrant's principal                 (Name, address and telephone number
executive offices)                        of agent for service) 
                                                 

Approximate date of commencement of proposed sale to the public: 
          From time to time after the effective date of the Registration 
Statement.

          If the only securities being registered on this Form are being 
offered pursuant to dividend or interest reinvestment plans, please check the 
following box. / /

          If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection with 
dividend or interest reinvestment plans, check the following box. /x/

          If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please check the 
following box and list the Securities Act registration statement number of the 
earlier effective registration statement for the same offering. /__/         
33-[_______]

          If this Form is a post-effective amendment filed pursuant to Rule 
462(c) under the Securities Act, check the following box and list the 
Securities Act registration statement number of the earlier effective 
registration statement for the same offering. /__/ 33-[________]

          If delivery of the prospectus is expected to be made pursuant to Rule 
434, please check the following box. /__/


       
          The Registrant hereby amends this Registration Statement on such 
date or dates as may be necessary to delay its effective date until the 
Registrant shall file a further amendment which specifically states that this 
Registration Statement shall thereafter become effective in accordance with 
Section 8(a) of the Securities Act of 1933 or until this Registration 
Statement shall become effective on such date as the Commission, acting 
pursuant to said Section 8(a), may determine.  





INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY 
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES 
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE 
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE 
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF 
ANY SUCH STATE.


   
           SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1995 
    

PROSPECTUS

                  UNION CARBIDE CORPORATION
                           DEBT SECURITIES
                                                 

          Union Carbide Corporation ("Company") may offer from time to time up 
to an aggregate initial offering price not to exceed $400,000,000 (or the 
equivalent in foreign denominated currency or units based on or relating to 
currencies) of its senior unsecured debt securities ("Debt Securities" or 
"Securities") in one or more series in amounts, at prices and upon terms to be 
determined in light of market conditions at the time of sale.  The Securities 
may be sold directly by the Company, through agents designated from time to 
time, or to or through underwriters or dealers (see "Plan of Distribution").  

          The specific aggregate principal amount, maturity, rate and time of 
payment of interest, any redemption provisions, initial public offering price, 
proceeds to the Company, and any other specific terms in connection with the 
offering and sale of a series of Securities, including the names of the 
underwriters or agents, if any, and the terms of such offering, are set forth 
in the Prospectus Supplement accompanying this Prospectus.

          The Securities may be issued in registered form without coupons, in 
bearer form with coupons, in uncertificated form or in any combination 
thereof.  Subject to certain exceptions, securities in bearer form may not be 
offered, sold or delivered in the United States or to United States persons. 

                                                 

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS 
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION 
TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                                 

          The date of this Prospectus is          , 1995 




          No dealer, salesman or other person has been authorized to give any 
information or to make any representation not contained or incorporated by 
reference in this Prospectus, including any prospectus supplement in 
connection with the offer contained in this Prospectus, and, if given or made, 
such information or representation must not be relied upon as having been 
authorized by the Company or any underwriter, dealer or agent.  This 
Prospectus does not constitute an offer to sell or a solicitation of an offer 
to buy any of the Securities offered hereby in any jurisdiction to any person 
to whom it is unlawful to make such offer or solicitation in such 
jurisdiction.  Neither the delivery of this Prospectus nor any sale made 
hereunder shall, under any circumstances, create any implication that the 
information herein is correct as of any time subsequent to the date hereof.

                     AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 ("Exchange Act"), and, in accordance 
therewith, files reports and other information with the Securities and 
Exchange Commission ("Commission").  Reports, proxy statements, and other 
information filed by the Company may be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World 
Trade Center, 13th Floor, New York, New York 10048 and at the Citicorp Center, 
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of 
such information may be obtained by mail from the Public Reference Section of 
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at 
prescribed rates.  In addition, reports, proxy statements, and other 
information concerning the Company may be inspected at the offices of the New 
York Stock Exchange, 20 Broad Street, New York, New York 10005, the Chicago 
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, and the 
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   
          The following documents filed with the Commission by the Company 
(File No. 1-1463) are incorporated herein by reference: (1) Annual Report on 
Form 10-K for the year ended December 31, 1994; (2) Quarterly Reports on Form 
10-Q for the quarters ended March 31 and June 30, 1995; (3) current reports on 
Form 8-K filed on February 8, 1995 and on Form 8-K filed on April 10, 1995 as 
amended by Form 8-K/A on May 26, 1995; and (4) all other documents filed by 
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
subsequent to the date of this Prospectus and prior to the termination of the 
offering of the Securities.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Prospectus to the extent 
that a statement contained herein or in any other subsequently filed document 
which also is or is deemed to be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Prospectus.  
    

          The Company will provide without charge to each person to whom a 
copy of this Prospectus is delivered, upon the request of such person, a copy 
of any or all of the documents which are incorporated by reference herein, 
other than exhibits to such documents (unless such exhibits are specifically


incorporated by reference into such documents). Written or telephone requests 
should be directed to Union Carbide Corporation, Investor Relations 
Department, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone 
(203) 794-6445.

                             THE COMPANY

          Union Carbide Corporation ("Company") is engaged in the chemicals 
and plastics business.  The Company uses state of the art process technologies 
to convert manufactured and purchased ethylene and propylene into the higher 
value chemicals and polymers it markets.  In addition, the Company has 
specialty businesses outside the ethylene chain of chemicals, including 
technology licensing services.

          The Company was incorporated in 1917 under the laws of the State of 
New York.  The principal executive offices of the Company are located at 39 
Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone (203) 794-2000.  

                           USE OF PROCEEDS

          Unless otherwise indicated in an accompanying Prospectus Supplement, 
the Company intends to use the net proceeds from the sale of the Securities 
for the retirement of outstanding debt or general corporate purposes.  
Information concerning the interest rates and maturities of the Company's 
outstanding debt is set forth in the notes to the financial statements of the 
Company incorporated by reference herein.

              RATIO OF EARNINGS TO FIXED CHARGES

   
          The following table sets forth the ratio of earnings to fixed 
charges of the Company for the periods indicated: 

                             Six Months 
                               Ended 
                              June 30,            Year Ended December 31,     

                               1995          1994   1993   1992   1991   1990 
Ratio of Earnings 
  to Fixed Charges              9.0           4.9    2.9    1.7    (b)    2.1
  (a). . . . . . . .                                                        

(a) For the purpose of computing the ratio of earnings to fixed charges, 
earnings consist of income of consolidated companies from continuing 
operations before provision for income taxes, before fixed charges, plus 
dividends from less than 50%-owned companies carried at equity and the 
registrant's share of pre-tax income of 50%-owned companies carried at equity, 
less net capitalized interest and preferred stock dividend requirements of 
consolidated subsidiaries. Fixed charges comprise interest on long-term and 
short-term debt, capitalized interest, the portion of rentals representative 
of an interest factor, preferred stock dividend requirements of consolidated 
subsidiaries and the registrant's share of fixed charges of 50%-owned 
companies carried at equity.  On June 30, 1992, the Company completed the 
spin-off of its industrial gas business.  The industrial gas business has been 
treated as a discontinued operation in calculating the ratio of earnings to 
fixed charges of the Company for all periods.  Accordingly, the components of 
the ratio do not reflect amounts attributable to the industrial gas business.  
    



(b) In 1991, the Company's operating results included a special charge of $209 
million ($160 million after-tax).  As a result, earnings were insufficient to 
cover historical fixed charges by $169 million.  Excluding the effect of the 
special charge, earnings would have been sufficient to cover fixed charges by 
$40 million.

                      DESCRIPTION OF SECURITIES 

   
          The Securities will be issued in one or more series under an 
indenture or indentures ("Indenture") between the Company and one or more 
trustees ("Trustee"). The following summaries of certain provisions of the 
Indenture are qualified in their entirety by express reference to the 
Indenture which is incorporated herein by reference.
    

General

          The Indenture does not limit the amount of Securities that can be 
issued thereunder and provides that the Securities may be issued in series up 
to the aggregate principal amount which may be authorized from time to time by 
the Company.  The Securities will be unsecured and will rank on a parity with 
all other unsecured and unsubordinated debt of the Company.

          Reference is made to the Prospectus Supplement for the following 
terms, if applicable, of the Securities offered thereby:  (1) the designation, 
aggregate principal amount, currency or composite currency and denominations; 
(2) the price at which such Securities will be issued and, if an index formula 
or other method is used, the method for determining amounts of principal or 
interest; (3) the maturity date and other dates, if any, on which principal 
will be payable; (4) the interest rate (which may be fixed or variable), if 
any; (5) the date or dates from which interest will accrue and on which 
interest will be payable, and the record dates for the payment of interest; 
(6) the manner of paying principal or interest; (7) the place or places where 
principal and interest will be payable; (8) the terms of any mandatory or 
optional redemption by the Company; (9) the terms of any redemption at the 
option of holders; (10) whether such Securities are to be issuable as 
registered Securities, bearer Securities, or both, and whether and upon what 
terms upon which any registered Securities may be exchanged for bearer 
Securities and vice versa; (11) whether such Securities are to be represented 
in whole or in part by a Security in global form and, if so, the identity of 
the depositary ("Depositary") for any global Security; (12) any tax indemnity 
provisions; (13) if the Securities provide that payments of principal or 
interest may be made in a currency other than that in which Securities are 
denominated, the manner for determining such payments; (14) the portion of 
principal payable upon acceleration of a Discounted Security (as defined 
below); (15) whether and upon what terms Securities may be defeased; (16) any 
events of default or restrictive covenants in addition to or in lieu of those 
set forth in the Indenture; (17) provisions for electronic issuance of 
Securities or for Securities in uncertificated form; and (18) any additional 
provisions or other terms not inconsistent with the provisions of the 
Indenture, including any terms that may be required or advisable under United 
States or other applicable laws or regulations, or advisable in connection 
with the marketing of the Securities.

          Securities of any series may be issued as registered Securities, 
bearer Securities or uncertificated Securities, as specified in the terms of 
the series.  Unless otherwise indicated in the Prospectus Supplement,


registered Securities will be issued in denominations of $1,000 and whole 
multiples thereof and bearer Securities will be issued in denominations of 
$5,000 and whole multiples thereof.  The Securities of a series may be issued 
in whole or in part in the form of one or more global Securities that will be 
deposited with, or on behalf of, a Depositary identified in the Prospectus 
Supplement relating to the series.  Unless otherwise indicated in the 
Prospectus Supplement relating to a series, the terms of the depositary 
arrangement with respect to any Securities of a series specified in the 
Prospectus Supplement as being represented by global Securities will be as set 
forth below under "Global Securities." 

          In connection with its original issuance, no bearer Security will be 
offered, sold, resold, or mailed or otherwise delivered to any location in the 
United States and a bearer Security in definitive form may be delivered in 
connection with its original issuance only if the person entitled to receive 
the bearer Security furnishes certification as described in United States 
Treasury regulation section 1.163-5(c)(2)(i)(D)(3).  If there is a change in 
the relevant provisions or interpretation of United States laws, the foregoing 
restrictions will not apply to a series if the Company determines that such 
provisions no longer apply to the series or that failure to so comply would 
not have an adverse tax effect on the Company or on holders or cause the 
series to be treated as "registration-required" obligations under United 
States law.

          For purposes of this Prospectus, unless otherwise indicated, "United 
States" means the United States of America (including the States and the 
District of Columbia), its territories and possessions and all other areas 
subject to its jurisdiction.  "United States person" means a citizen or 
resident of the United States, any corporation, partnership or other entity 
created or organized in or under the laws of the United States or a political 
subdivision thereof or any estate or trust the income of which is subject to 
United States federal income taxation regardless of its source.  Any special 
United States federal income tax considerations applicable to bearer 
Securities will be described in the Prospectus Supplement relating thereto.

          To the extent set forth in the Prospectus Supplement, except in 
special circumstances set forth in the Indenture, principal and interest on 
bearer Securities will be payable only upon surrender of bearer Securities and 
coupons at a paying agency of the Company located outside of the United 
States.  During any period thereafter for which it is necessary in order to 
conform to United States tax law or regulations, the Company will maintain a 
paying agent outside the United States to which the bearer Securities and 
coupons may be presented for payment and will provide the necessary funds 
therefor to the paying agent upon reasonable notice.  

         Registration of transfer of registered Securities may be requested 
upon surrender thereof at any agency of the Company maintained for that 
purpose and upon fulfillment of all other requirements of the agent.  Bearer 
Securities and the coupons related thereto will be transferable by delivery.

         Securities may be issued under the Indenture as Discounted Securities 
to be offered and sold at a substantial discount from the principal amount 
thereof.   Special United States federal income tax and other considerations 
applicable thereto will be described in the Prospectus Supplement relating to 
such Discounted Securities.  "Discounted Security" means a Security where the 
amount of principal due upon acceleration is less than the stated principal 
amount.



Certain Covenants

          The Securities will not be secured by any properties or assets and 
will represent unsecured debt of the Company. Since secured debt ranks ahead 
of unsecured debt, the limitation on liens and the limitation on 
sale-leaseback transactions place some restrictions on the Company's ability 
to incur additional secured debt or its equivalent when the asset securing the 
debt is a material manufacturing facility in the United States.  The 
limitations are subject to a number of qualifications and exceptions described 
below.  There can be no assurance that a facility subject to the limitations 
at any time will continue to be subject to those limitations at a later time.

          Unless otherwise indicated in a Prospectus Supplement, the covenants 
contained in the Indenture and the Securities do not afford holders of the 
Securities protection in the event of a highly leveraged or other transaction 
involving the Company that may adversely affect holders of the Securities.

     Definitions.

          "Attributable Debt" for a lease means, as of the date of 
determination, the present value of net rent for the remaining term of the 
lease.  Rent shall be discounted to present value at a discount rate that is 
compounded semi-annually.   The discount rate shall be 10% per annum or, if 
the Company elects, the discount rate shall be equal to the weighted average 
Yield to Maturity of the Securities under the Indenture.  Such average shall 
be weighted by the principal amount of the Securities of each series or, in 
the case of Discounted Securities, the amount of principal that would be due 
as of the date of determination if payment of the Securities were accelerated 
on that date.

          Rent is the lesser of (a) rent for the remaining term of the lease 
assuming it is not terminated or (b) rent from the date of determination until 
the first possible termination date plus the termination payment then due, if 
any.  The remaining term of a lease includes any period for which the lease 
has been extended.   Rent does not include (1) amounts due for maintenance, 
repairs, utilities, insurance, taxes, assessments and similar charges or (2) 
contingent rent, such as that based on sales.  Rent may be reduced by the 
discounted present value of the rent that any sublessee must pay from the date 
of determination for all or part of the same property.  If the net rent on a 
lease is not definitely determinable, the Company may estimate it in any 
reasonable manner.

          "Consolidated Net Tangible Assets" means total assets less (a) total 
current liabilities (excluding Debt due within 12 months) and (b) goodwill, as 
reflected in the Company's most recent consolidated balance sheet preceding 
the date of a determination under clause (9) of the "Limitation on Liens" 
covenant.



          "Debt" means any debt for borrowed money or any guarantee of such a 
debt.  

          "Lien" means any mortgage, pledge, security interest or lien.

          "Long-Term Debt" means Debt that by its terms matures on a date more 
than 12 months after the date it was created or Debt that the obligor may 
extend or renew without the obligee's consent to a date more than 12 months 
after the date the Debt was created.

          "Principal Property" means any manufacturing facility located in the 
United States (excluding territories and possessions), except any such 
facility that in the opinion of the board of directors of the Company or any 
authorized committee of the board is not of material importance to the total 
business conducted by the Company and its consolidated Subsidiaries.

   
          "Restricted Property" means any Principal Property or any shares of 
stock of a Restricted Subsidiary, in each case now owned or hereafter acquired 
by the Company or a Restricted Subsidiary.  At June 30, 1995, "Restricted 
Property" includes manufacturing facilities of the Company at Taft, LA; 
Seadrift, TX; Texas City, TX; Institute, WV; and South Charleston, WV.  
    

          "Restricted Subsidiary" means a Wholly-Owned Subsidiary that has 
substantially all of its assets located in the United States (excluding 
territories or possessions) or Puerto Rico and owns a Principal Property.  

          "Sale-Leaseback Transaction" means an arrangement pursuant to which 
the Company or a Restricted Subsidiary now owns or hereafter acquires a 
Principal Property, transfers it to a person, and leases it back from the 
person.  

          "Subsidiary" means a corporation a majority of whose Voting Stock is 
owned by the Company or a Subsidiary.

          "Voting Stock" means capital stock having voting power under 
ordinary circumstances to elect directors.  

          "Wholly-Owned Subsidiary" means a corporation all of whose Voting 
Stock is owned by the Company or a Wholly-Owned Subsidiary.

          "Yield to Maturity" means the yield to maturity on a Security at the 
time of its issuance or at the most recent determination of interest on the 
Security.

          Limitation on Liens.  The Company will not, and will not permit any 
Restricted Subsidiary to, incur a Lien on Restricted Property to secure a Debt 
unless: 

 
          (1)  the Lien equally and ratably secures the Securities and the 
               Debt.  The Lien may equally and ratably secure the Securities 
               and any other obligation of the Company or a Subsidiary.  The 
               Lien may not secure an obligation of the Company that is 
               subordinated to the Securities; 



          (2)  the Lien secures Debt incurred to finance all or some of the 
               purchase price or the cost of construction or improvement of 
               property of the Company or a Restricted Subsidiary.  The Lien 
               may not extend to any other Restricted Property owned by the 
               Company or a Restricted Subsidiary at the time the Lien is 
               incurred.  However, in the case of any construction or 
               improvement, the Lien may extend to unimproved real property 
               used for the construction or improvement.  The Debt secured by 
               the Lien may not be incurred more than one year after the later 
               of the (a) acquisition, (b) completion of construction or 
               improvement or (c) commencement of full operation, of the 
               property subject to the Lien; 

          (3)  The Lien is on property of a corporation at the time the 
               corporation merges into or consolidates with the Company or a 
               Restricted Subsidiary; 

          (4)  the Lien is on property at the time the Company or a Restricted 
               Subsidiary acquires the property; 

          (5)  the Lien is on property of a corporation at the time the 
               corporation becomes a Restricted Subsidiary; 

          (6)  the Lien secures Debt of a Restricted Subsidiary owing to the 
               Company or another Restricted Subsidiary;

          (7)  the Lien is in favor of a government or governmental entity and 
               secures (a) payments pursuant to a contract or statute or (b) 
               Debt incurred to finance all or some of the purchase price or 
               cost of construction or improvement of the property subject to 
               the Lien; 

          (8)  the Lien extends, renews or replaces in whole or in part a Lien 
               ("existing Lien") permitted by any of clauses (1) through (7).  
               The Lien may not extend beyond (a) the property subject to the 
               existing Lien and (b) improvements and construction on such 
               property.  However, the Lien may extend to property that at the 
               time is not Restricted Property.  The Debt secured by the Lien 
               may not exceed the Debt secured at the time by the existing 
               Lien unless the existing Lien or a predecessor Lien was 
               incurred under clause (1) or (6); or 

          (9)  the Debt plus all other Debt secured by Liens on Restricted 
               Property at the time does not exceed 10% of Consolidated Net 
               Tangible Assets.  However, the following Debt shall be excluded 
               from all other Debt in the determination: (a) Debt secured by a 
               Lien permitted by any of clauses (1) through (8) and (b) Debt 
               secured by a Lien incurred prior to the date of the Indenture 
               that would have been permitted by any of those clauses if the 
               Indenture had been in effect at the time the Lien was incurred.  
               Attributable Debt for any lease permitted by clause (4) of the 
               "Limitation on Sale and Leaseback" covenant must be included in 
               the determination and treated as Debt secured by a Lien on 
               Restricted Property not otherwise permitted by any of clauses 
               (1) through (8).



   
          In general, clause (9) above, sometimes called a "basket" clause, 
permits Liens to be incurred that are not permitted by any of the exceptions 
enumerated in clauses (1) through (8) above if the Debt secured by all such 
additional Liens does not exceed 10% of Consolidated Net Tangible Assets at 
the time.  At June 30, 1995, Consolidated Net Tangible Assets were 
$4,421,000,000.  At that date, additional Liens securing Debt equal to 10% of 
that amount could have been incurred under clause (9).
    

          Limitation on Sale and Leaseback.  The Company will not, and will 
not permit any Restricted Subsidiary to, enter into a Sale-Leaseback 
Transaction unless: 

          (1)  the lease has a term of three years or less; 

          (2)  the lease is between the Company and a Restricted Subsidiary or 
               between Restricted Subsidiaries; 

          (3)  the Company or a Restricted Subsidiary under clauses (2) 
               through (8) of the "Limitation on Liens" covenant could create 
               a Lien on the property to secure Debt at least equal in amount 
               to the Attributable Debt for the lease; 

          (4)  the Company or a Restricted Subsidiary under clause (9) of the 
               "Limitation on Liens" covenant could create a Lien on the 
               property to secure Debt at least equal in amount to the 
               Attributable Debt for the lease; or

          (5)  the Company or a Restricted Subsidiary within 180 days of the 
               effective date of the lease retires Long-Term Debt of the 
               Company or a Restricted Subsidiary at least equal in amount to 
               the Attributable Debt for the lease.  A Debt is retired when it 
               is paid, canceled or defeased.  However, the Company or a 
               Restricted Subsidiary may not receive credit for retirement of:  
               Debt that is retired at maturity or through mandatory 
               redemption; Debt of the Company that is subordinated to the 
               Securities; or Debt, if paid in cash, that is owned by the 
               Company or a Restricted Subsidiary.

          In clauses (3) and (4) above, Sale-Leaseback Transactions and Liens 
are treated as equivalents.  Thus, if the Company or a Restricted Subsidiary 
could create a Lien on a property, it may enter into a Sale-Leaseback 
Transaction to the same extent.

Successor Obligor

          The Company will not consolidate with or merge into, or transfer all 
or substantially all of its assets to, any person, unless (1) the person is 
organized under the laws of the United States or a State thereof; (2) the 
person assumes by supplemental indenture all the obligations of the Company 
under the Indenture, the Securities and any coupons; (3) immediately after the 
transaction no Default (as defined) exists; and (4) if, as a result of the 
transaction, a Restricted Property would become subject to a Lien not 
permitted by the "Limitation on Liens" covenant, the Company or such person 
secures the Securities equally and ratably with or prior to all obligations 
secured by the Lien.



          The successor will be substituted for the Company, and thereafter 
all obligations of the Company under the Indenture, the Securities and any 
coupons shall terminate.   

Exchange of Securities

          Registered Securities may be exchanged for an equal aggregate 
principal amount of registered Securities of the same series and date of 
maturity in such authorized denominations as may be requested upon surrender 
of the registered Securities at an agency of the Company maintained for such 
purpose and upon fulfillment of all other requirements of the agent.

          To the extent permitted by the terms of a series of Securities 
authorized to be issued in registered form and bearer form, bearer Securities 
may be exchanged for an equal aggregate principal amount of registered or 
bearer Securities of the same series and date of maturity in such authorized 
denominations as may be requested upon surrender of the bearer Securities with 
all unpaid coupons relating thereto (except as may otherwise be provided in 
the Securities) at an agency of the Company maintained for such purpose and 
upon fulfillment of all other requirements of the agent.  As of the date of 
this Prospectus, it is expected that the terms of a series of Securities will 
not permit registered Securities to be exchanged for bearer Securities.

Defaults and Remedies

          An "Event of Default" with respect to a series of Securities will 
occur if: 

          (1)  the Company defaults in any payment of interest on any 
               Securities of the series when the same becomes due and payable 
               and the Default continues for a period of 10 days;

          (2)  the Company defaults in the payment of the principal of any 
               Securities of the series when the same becomes due and payable 
               at maturity or upon redemption, acceleration or otherwise; 

          (3)  the Company defaults in the performance of any of its other 
               agreements applicable to the series and the Default continues 
               for 90 days after the notice specified below;

          (4)  the Company pursuant to or within the meaning of any Bankruptcy 
               Law: 

               (A)  commences a voluntary case, 

               (B)  consents to the entry of an order for relief against it in 
                    an involuntary case, 

               (C)  consents to the appointment of a Custodian for it or for 
                    all or substantially all of its property, or

               (D)  makes a general assignment for the benefit of its 
                    creditors;

          (5)  a court of competent jurisdiction enters an order or decree 
               under any Bankruptcy Law that: 



               (A)  is for relief against the Company in an involuntary case, 

               (B)  appoints a Custodian for the Company or for all or 
                    substantially all of its property, or 

               (C)  orders the liquidation of the Company;
                    and the order or decree remains unstayed and in effect 
                    for 60 days; or

          (6)  any other Event of Default provided for in the series occurs.

          The term "Bankruptcy Law" means Title 11, U.S. Code or any similar 
Federal or State law for the relief of debtors. The term "Custodian" means any 
receiver, trustee, assignee, liquidator or a similar official under any 
Bankruptcy Law.  

          A Default under clause (3) is not an Event of Default until the 
Trustee or the holders of at least 25% in principal amount of the series 
notify the Company of the Default and the Company does not cure the Default 
within the time specified after receipt of the notice.  The Trustee may 
require indemnity satisfactory to it before it enforces the Indenture or the 
Securities of the series.  Subject to certain limitations, holders of a 
majority in principal amount of the Securities of the series may direct the 
Trustee in its exercise of any trust or power.  The Trustee may withhold from 
Securityholders of the series notice of any continuing default (except a 
default in payment of principal or interest) if it determines that withholding 
notice is in their interest.  

          The Indenture does not have a cross-default provision.  Thus, a 
default by the Company or a Subsidiary on any other debt would not constitute 
an Event of Default.

Amendments and Waivers

          Unless the bond resolution establishing the terms of a series 
otherwise provides, the Indenture and the Securities or any coupons of the 
series may be amended, and any default may be waived as follows:  The 
Securities and the Indenture may be amended with the consent of the holders of 
a majority in principal amount of the Securities of all series affected voting 
as one class.  As discussed above under "General," the Company has the right 
to issue an unlimited amount of Securities under the Indenture.  A default on 
a series may be waived with the consent of the holders of a majority in 
principal amount of the Securities of the series.  However, without the 
consent of each Securityholder affected, no amendment or waiver may (1) reduce 
the amount of Securities whose holders must consent to an amendment or waiver, 
(2) reduce the interest on or change the time for payment of interest on any 
Security, (3) change the fixed maturity of any Security, (4) reduce the 
principal of any non-Discounted Security or reduce the amount of principal of 
any Discounted Security that would be due on acceleration thereof, (5) change 
the currency in which principal or interest on a Security is payable or (6) 
waive any default in payment of interest on or principal of a Security.  
Without the consent of any Securityholder, the Indenture, the Securities or 
any coupons may be amended to cure any ambiguity, omission, defect or 
inconsistency; to provide for assumption of Company obligations to 
Securityholders in the event of a merger or consolidation requiring such 
assumption; to provide that specific provisions of the Indenture not apply to 
a series of Securities not previously issued; to create a series and establish


its terms; to provide for a separate Trustee for one or more series; or to 
make any change that does not materially adversely affect the rights of any 
Securityholder.

Legal Defeasance and Covenant Defeasance

          Securities of a series may be defeased in accordance with their 
terms and, unless the bond resolution establishing the terms of the series 
otherwise provides, as set forth below.  The Company at any time may terminate 
as to a series all of its obligations (except for certain obligations with 
respect to the defeasance trust and obligations to register the transfer or 
exchange of a Security, to replace destroyed, lost or stolen Securities and 
coupons and to maintain agencies in respect of the Securities) with respect to 
the Securities of the series and any related coupons and the Indenture ("legal 
defeasance").  The Company at any time may terminate as to a series its 
obligations with respect to the Securities and coupons of the series under the 
covenants described under "Certain Covenants" ("covenant defeasance").  

          The Company may exercise its legal defeasance option notwithstanding 
its prior exercise of its covenant defeasance option.  If the Company 
exercises its legal defeasance option, a series may not be accelerated because 
of an Event of Default.  If the Company exercises its covenant defeasance 
option, a series may not be accelerated by reference to the covenants 
described under "Certain Covenants."

          To exercise either option as to a series, the Company must deposit 
in trust (the "defeasance trust") with the Trustee money or U.S. Government 
Obligations for the payment of principal, premium, if any, and interest on the 
Securities of the series to redemption or maturity and must comply with 
certain other conditions.  In particular, the Company must obtain an opinion 
of tax counsel that the defeasance will not result in recognition of any gain 
or loss to holders for Federal income tax purposes.  "U.S. Government 
Obligations" are direct obligations of the United States of America which have 
the full faith and credit of the United States of America pledged for payment 
and which are not callable at the issuer's option, or certificates 
representing an ownership interest in such obligations.

Global Securities

          Global Securities may be issued in registered, bearer or 
uncertificated form and in either temporary or permanent form.  If Securities 
of a series are to be issued as global Securities, one or more global 
Securities will be issued in a denomination or aggregate denominations equal 
to the aggregate principal amount of outstanding Securities of the series to 
be represented by such global Security or Securities.

          Ownership of beneficial interests in global Securities will be 
limited to persons that have accounts with the Depositary ("participants") or 
persons that may hold interests through participants.  Ownership interests in 
global Securities will be shown on, and the transfer of that ownership 
interest will be effected only through, records maintained by the Depositary 
or its nominee for such global Securities (with respect to a participant's 
interest) and records maintained by participants (with respect to interests of 
persons other than participants).



          Unless otherwise indicated in a Prospectus Supplement, payment of 
principal of and any premium and interest on the book-entry Securities 
represented by a global Security will be made to the Depositary or its 
nominee, as the case may be, as the sole registered owner and the sole holder 
of the book-entry Securities represented thereby for all purposes under the 
Indenture.  Neither the Company or the Trustee, nor any agent of the Company 
or the Trustee, will have any responsibility or liability for any acts or 
omissions of the Depositary, for any records of the Depositary relating to 
beneficial ownership interests in any global Security or for any transactions 
between the Depositary and beneficial owners.

          Upon receipt of any payment of principal of or any premium or 
interest on a global Security, the Depositary will immediately credit, on its 
book-entry registration and transfer system, the accounts of participants with 
payments in amounts proportionate to their respective beneficial interests in 
the principal amount of such global Security as shown on the records of the 
Depositary.  Payments by participants to owners of beneficial interests in 
global Securities held through such participants will be governed by standing 
instructions and customary practices, as is now the case with securities held 
for customer accounts registered in "street name," and will be the sole 
responsibility of such participants.

          Unless otherwise stated in a Prospectus Supplement, global 
Securities will not be transferred except as a whole by the Depositary to a 
nominee of the Depositary.  Global Securities will be exchangeable only if (i) 
the Depositary notifies the Company that it is unwilling or unable to continue 
as Depositary for such global Securities or if at any time the Depositary 
ceases to be a clearing agency registered under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), (ii) the Company in its sole discretion 
determines that such global Securities shall be exchangeable for definitive 
Securities in registered form, or (iii) an Event of Default with respect to 
the series of Securities represented by such global Securities has occurred 
and is continuing.  Any global Security that is exchangeable pursuant to the 
preceding sentence shall be exchangeable for Registered Securities issuable in 
denominations of $1,000 and integral multiples thereof and registered in such 
names as the Depositary holding such global Security shall direct.  Subject to 
the foregoing, the global Security is not exchangeable, except for a global 
Security of like denomination to be registered in the name of the Depositary 
or its nominee.

          So long as the Depositary for global Securities of a series, or its 
nominee, is the registered owner of such global Securities, such Depositary or 
such nominee, as the case may be, will be considered the sole holder of 
Securities represented by such global Securities for the purposes of receiving 
payment on such global Securities, receiving notices and for all other 
purposes under the Indenture and such global Securities.  Except as provided 
above, owners of beneficial interests in global Securities of a series will 
not be entitled to receive physical delivery of Securities of such series in 
definitive form and will not be considered the holders thereof for any purpose 
under the Indenture.  Accordingly, each person owning a beneficial interest in 
a global Security must rely on the procedures of the Depositary and, if such 
person is not a participant, on the procedures of the participant through 
which such person owns its interest, to exercise any rights of a holder under 
the Indenture.  The Depositary may grant proxies and otherwise authorize 
participants to give or take any request, demand, authorization, direction, 
notice, consent, waiver or other action which a holder is entitled to give or 
take under the Indenture.  The Company understands that under existing


industry practices, in the event that the Company requests any action of 
holders or that an owner of a beneficial interest in such a global Security 
desires to give or take any action which a holder is entitled to give or take 
under the Indenture, the Depositary would authorize the participants holding 
the relevant beneficial interests to give or take such action, and such 
participants would authorize beneficial owners owning through such 
participants to give or take such action or would otherwise act upon the 
instructions of beneficial owners owning through them.

          Unless otherwise specified in a Prospectus Supplement relating to 
Securities of a series to be issued as global Securities, the Depositary will 
be The Depository Trust Company ("DTC").  DTC has advised the Company that it 
is a limited-purpose trust company organized under the law of the State of New 
York, a member of the Federal Reserve System, a "clearing corporation" within 
the meaning of the New York Uniform Commercial Code, and a "clearing agency" 
registered under the Exchange Act.  DTC was created to hold the securities of 
its participants and to facilitate the clearance and settlement of securities 
transactions among its participants in such securities through electronic 
book-entry changes in accounts of the participants, thereby eliminating the 
need for physical movement of securities certificates. DTC's participants 
include securities brokers and dealers (which may include the underwriters, 
dealers or agents with respect to the Securities), banks, trust companies, 
clearing corporations, and certain other organizations, some of whom (and/or 
their representatives) own DTC.  Access to DTC's book-entry system is also 
available to others, such as banks, brokers, dealers and trust companies that 
clear through or maintain a custodial relationship with a participant either 
directly or indirectly.

Trustee

          The Trustee for a series of Securities will be named in the 
Prospectus Supplement for the series.

          The Company may remove the Trustee if certain events occur.  The 
Company also may remove the Trustee with or without cause if the Company so 
notifies the Trustee six months in advance and if no Default occurs during the 
six-month period.


                     PLAN OF DISTRIBUTION

          The Company may sell Securities in any of the following ways:  (1) 
through underwriters or dealers; (2) directly to one or more purchasers; or 
(3) through agents. The Prospectus Supplement with respect to the Securities 
being offered thereby will set forth the terms of the offering of such 
Securities, including the name or names of any underwriters or agents, the 
purchase price of such Securities and the proceeds to the Company from such 
sale, any underwriting discounts, commissions and other items constituting 
underwriters' compensation, any initial public offering price and any 
discounts or concessions allowed or reallowed or paid to dealers and any 
securities exchanges on which such Securities may be listed.   Any underwriter 
or agent may be deemed to be an underwriter as that term is defined in the 
Securities Act of 1933 (the "Act").

          If underwriters are used in the sale of Securities, such Securities 
will be acquired by the underwriters for their own account and may be resold 
from time to time in one or more transactions, including negotiated


transactions, at a fixed public offering price or at varying prices determined 
at the time of sale.  The Securities may be offered to the public either 
through underwriting syndicates (which may be represented by managing 
underwriters designated by the Company), or directly by one or more 
underwriters acting alone.  Unless otherwise set forth in the Prospectus 
Supplement, the obligations of the underwriters to purchase the Securities 
offered thereby will be subject to certain conditions precedent, and the 
underwriters will be obligated to purchase all such Securities if any are 
purchased.  Any initial public offering price and any discounts or concessions 
allowed or reallowed or paid to dealers may be changed from time to time.

          The Securities may be sold directly by the Company or through agents 
designated by the Company from time to time. The Prospectus Supplement with 
respect to any Securities sold in this manner will set forth the name of any 
agent involved in the offer or sale of the Securities as well as any 
commissions payable by the Company to such agent.  Unless otherwise indicated 
in the Prospectus Supplement, any such agent is acting on a best efforts basis 
for the period of its appointment.

          If dealers are utilized in the sale of any Securities, the Company 
will sell the Securities to the dealers, as principal.  Any dealer may then 
resell the Securities to the public at varying prices to be determined by the 
dealer at the time of resale.  The name of any dealer and the terms of the 
transaction will be set forth in the Prospectus Supplement with respect to the 
Securities being offered thereby.

          If so indicated in the Prospectus Supplement, the Company will 
authorize agents, underwriters or dealers to solicit offers by certain 
specified institutions to purchase Securities from the Company at the public 
offering price set forth in the Prospectus Supplement pursuant to delayed 
delivery contracts providing for payment and delivery on a specified date in 
the future.  Such contracts will be subject only to those conditions set forth 
in the Prospectus Supplement and the Prospectus Supplement will set forth the 
commission payable for the solicitation of such contracts.

          It has not been determined whether any Securities will be listed on 
a securities exchange.  Underwriters will not be obligated to make a market in 
any Securities.  The Company cannot predict the activity of trading in, or 
liquidity of, any Securities.

          Agents, underwriters and dealers may be entitled, under agreements 
entered into with the Company, to indemnification by the Company against 
certain civil liabilities, including liabilities under the Act or to 
contribution with respect to payments which the agents, underwriters or 
dealers may be required to make in respect thereof.  Agents, underwriters and 
dealers may be customers of, engage in transactions with, or perform services 
for the Company in the ordinary course of business.


                         LEGAL OPINIONS

   
          Certain legal matters in connection with the Securities will be 
passed upon for the Company by Joseph E. Geoghan, a director and Vice-
President, General Counsel and Secretary of the Company or by Phyllis Savage, 
Chief Finance and Securities Counsel of the Company, or by other counsel to be 
named in a Prospectus Supplement, and for the agents, underwriters and dealers 
by counsel to be named in a Prospectus Supplement.  At August 31, 1995,


Mr. Geoghan owned 24,860 shares of the Company's common stock and 3,068 shares 
of its ESOP Convertible Preferred Stock and Ms. Savage owned 451 shares of the 
Company's common stock and 1,541 shares of its ESOP Convertible Preferred 
Stock.  At August 31, 1995, Mr. Geoghan held options to purchase 266,000 
shares of the Company's common stock and Ms. Savage held options to purchase 
22,400 shares of the Company's common stock.
    

                           EXPERTS

          The Company's consolidated financial statements and schedules as of 
December 31, 1994 and 1993 and for each of the years in the three-year period 
ended December 31, 1994 incorporated by reference herein have been 
incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP, 
independent auditors, incorporated by reference herein, and upon the authority 
of said firm as experts in accounting and auditing.  The reports of KPMG Peat 
Marwick LLP refer to changes in accounting for postemployment benefits in 1993 
and accounting for postretirement benefits other than pensions and accounting 
for income taxes in 1992.

          The consolidated financial statements of UOP for each of the three 
years in the period ended December 31, 1993 incorporated in this Prospectus by 
reference to the Company's 1994 Annual Report on Form 10-K for the year ended 
December 31, 1994, have been so incorporated in reliance on the report of 
Price Waterhouse LLP, independent accountants, given on the authority of said 
firm as experts in auditing and accounting.

          The combined balance sheet of Polimeri Europa S.r.l. as of December 
31, 1994 and the combined statements of income and cash flows for the year 
ended December 31, 1994 incorporated in this Prospectus by reference to the 
Company's report on Form 8-K/A, filed May 26, 1995, have been incorporated 
herein in reliance on the report of Coopers & Lybrand s.a.s., independent 
auditors on the authority of that firm as experts in auditing and accounting.  
As indicated in its report, Coopers & Lybrand s.a.s. performed the audit under 
auditing standards established in Italy and the combined financial statements 
have been prepared in accordance with accounting principles generally accepted 
in Italy.


                                  PART II
                   INFORMATION NOT REQUIRED IN PROSPECTUS 

Item 14.  Other Expenses of Issuance and Distribution.* 

SEC filing fee............................  $137,932
Accounting fees and expenses..............    25,000
Legal fees and expenses...................    35,000
Trustee's fees and expenses...............    12,000
Blue sky fees and expenses................    15,000
Printing expenses.........................    50,000
Miscellaneous.............................    25,068
Total.....................................  $300,000
_______________ 

*Except for SEC filing fee, all expenses are estimated.

Item 15.  Indemnification of Directors and Officers.

          Sections 721 through 726 of the New York Business Corporation Law 
provide for indemnification of directors and officers.  If a director or 
officer is successful on the merits or otherwise in a legal proceeding, he 
must be indemnified to the extent he was successful.  Further, indemnification 
is permitted in both third-party and derivative suits if he acted in good 
faith and for a purpose he reasonably believed was in the best interests of 
the Company, and if, in the case of a criminal proceeding, he had no 
reasonable cause to believe his conduct was unlawful.  

          Indemnification under this provision applies to judgments, fines, 
amounts paid in settlement and reasonable expenses, in the case of third party 
actions, and amounts paid in settlement and reasonable expenses, in the case 
of derivative actions.  In a derivative action, however, a director or officer 
may not be indemnified for amounts paid to settle such a suit or for any 
claim, issue or matter as to which such person shall have been adjudged liable 
to the Company absent a court determination that the person is fairly and 
reasonably entitled to indemnity.  

          Notwithstanding the failure of the Company to provide 
indemnification and despite any contrary resolution of the board or 
shareholders, indemnification shall be awarded by the proper court pursuant to 
Section 724 of the New York Business Corporation Law.

          Under New York law, expenses may be advanced upon receipt of an 
undertaking by or on behalf of the director or officer to repay the amounts in 
the event the recipient is ultimately found not to be entitled to 
indemnification.  The advance is conditioned only upon receipt of the 
undertaking and not upon a finding that the officer or director has met the 
applicable indemnity standards.  

          Article V of the Company's By-Laws requires it to indemnify each of 
its past, present and future directors, officers and employees to the fullest 
extent permitted by law for any and all costs and expenses resulting from or 
relating to any suit or claim arising out of his service to the Company or to 
other organizations at the Company's request.  

          The Company has entered into indemnity agreements with each of its 
directors and officers which require the Company, among other things, to


indemnify each director or officer for all costs and expenses of suits and 
claims (to the fullest extent permitted by law), and to advance to each 
director or officer the costs and expenses of defending any suit or claim if 
such director or officer undertakes to pay back such advances to the extent 
required by law.  These provisions do not apply to any suit or claim 
voluntarily commenced by the director or officer against the Company, unless 
the institution of such proceeding was approved by a majority of the Board of 
Directors or the director or officer is successful on the merits in such 
proceeding.

          Section 402 of the New York Business Corporation Law permits a New 
York corporation to include in its certificate of incorporation provisions 
eliminating the personal liability of directors to the corporation or its 
shareholders for any breach of duty in such capacity unless a judgment or 
final adjudication adverse to the director that his acts or omissions were in 
bad faith or involved intentional misconduct or a knowing violation of law or 
that he personally gained a financial profit or other advantage to which he 
was not legally entitled or his acts violated Section 719 of the New York 
Business Corporation Law.  The certificate of incorporation of the Company 
contains a provision eliminating the personal liability of its directors to 
the Company or its shareholders except to the extent such liability may not be 
eliminated by law.

          The Company carries directors' and officers' insurance which covers 
its directors and officers against certain liabilities they may incur when 
acting in their capacity as directors or officers of the Company.  In 
addition, Section 6 of the Underwriting Agreement (Exhibit 1 hereto) provides 
for the indemnification of the officers and directors of the Company against 
certain liabilities. 

Item 16.  Exhibits.

   
          All exhibits were previously filed except as indicated.

1         Form of Standard Underwriting Agreement Provisions (including form 
          of Terms Agreement).  (Filed herewith.)
    

4.1.1     Form of Indenture to be used by the Company to issue Debt Securities 
          of the Company in series. See Exhibit 1 of Post-Effective Amendment 
          No. 1 to Registration No. 33-63412, which is incorporated by 
          reference herein.

4.1.2     Indenture, dated as of June 1, 1995, between the Company and 
          Chemical Bank, Trustee.

4.1.3     Indenture, dated as of August 1, 1992, between the Company and 
          Chemical Bank, Trustee.  See Exhibit 4.1.1 of Registration No. 
          33-55560, which is incorporated by reference herein.

4.2       Forms of Debt Securities (see Exhibits A and B to Exhibit 4.1.1 
          above).

5         Opinion of Phyllis Savage, Chief Finance and Securities Counsel of 
          the Company.



   
12        Statement re Computation of Ratio of Earnings to Fixed Charges of 
          the Company - Five Years ended December 31, 1994 and Six Months 
          ended June 30, 1995.  (Filed herewith.)
    

23.1.1    Consent of KPMG Peat Marwick LLP, independent auditors.

23.1.2    Consent of Price Waterhouse LLP, independent accountants.

23.1.3    Consent of Coopers & Lybrand s.a.s., independent auditors

23.2      Consent of Counsel (included in Exhibit 5).

24        Powers of attorney (included on the signature pages hereof).

25.1      Statement of Eligibility under the Trust Indenture Act of 1939 
          (Form T-1) of Chemical Bank, Trustee.

   
25.1.1    Consolidated Report of Condition of Chemical Bank, Trustee
          as of June 30, 1995.  (Filed herewith.)
    

25.2      Statement of Eligibility under the Trust Indenture Act of 1939 
          (Form T-1) of The Bank of New York, Trustee.

   
25.2.1    Consolidated Report of Condition of The Bank of New York, Trustee 
          as of June 30, 1995.  (Filed herewith.)
    


Item 17.  Undertakings.

          The Company undertakes: 

          (1)  To file, during any period in which offers or sales are being 
               made, a post-effective amendment to this Registration 
               Statement:

               (i)    To include any prospectus required by Section 10(a)(3) 
                      of the Securities Act of 1933, unless the information 
                      required to be included in such post-effective amendment 
                      is contained in a periodic report filed by the Company 
                      pursuant to Section 13 or Section 15(d) of the 
                      Securities Exchange Act of 1934 and incorporated herein 
                      by reference;

               (ii)   To reflect in the prospectus any facts or events arising 
                      after the effective date of the Registration Statement 
                      (or the most recent post-effective amendment thereof) 
                      which, individually or in the aggregate, represent a 
                      fundamental change in the information set forth in the 
                      Registration Statement, unless the information required 
                      to be included in such post-effective amendment is 
                      contained in a periodic report filed by the Company 
                      pursuant to Section 13 or Section 15(d) of the 
                      Securities Exchange Act of 1934 and incorporated herein 
                      by reference; and 



               (iii)  To include any material information with respect to the 
                      plan of distribution not previously disclosed in the 
                      Registration Statement or any material change to such 
                      information in the Registration Statement.


          (2)  That, for the purpose of determining any liability under the 
               Securities Act of 1933, each such post-effective amendment 
               shall be deemed to be a new registration statement relating to 
               the securities offered therein, and the offering of such 
               securities at that time shall be deemed to be the initial bona 
               fide offering thereof. 

          (3)  To remove from registration by means of a post-effective 
               amendment any of the securities being registered which remain 
               unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability under the 
               Securities Act of 1933, each filing of an annual report 
               pursuant to Section 13(a) or 15(d) of the Securities Exchange 
               Act of 1934 that is incorporated by reference in the 
               Registration Statement shall be deemed to be a new registration 
               statement relating to the securities offered therein, and the 
               offering of such securities at that time shall be deemed to be 
               the initial bona fide offering thereof. 

          Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Company pursuant to the provisions described under Item 15 
above, or otherwise, the Company has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than the 
payment by the Company of expenses incurred or paid by a director, officer or 
controlling person of the Company in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Company will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question of whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.

          For purposes of determining any liability under the Securities Act 
of 1933, the information omitted from the form of prospectus filed as part of 
this Registration Statement in reliance upon Rule 430A and contained in a form 
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h) 
under the Securities Act shall be deemed to be part of this registration 
statement as of the time it was declared effective.

          For the purpose of determining any liability under the Securities 
Act of 1933, each post-effective amendment that contains a form of prospectus 
shall be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof. 



                           SIGNATURES

   
                Pursuant to the requirements of the Securities Act of 1933, 
Union Carbide Corporation certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-3 and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in Danbury, Connecticut, on 
September 8, 1995.
    

                                    UNION CARBIDE CORPORATION 


                                    By /s/John K. Wulff             
                                       John K. Wulff 
                                       Vice-President and Controller







   
               Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Registration Statement has been signed by the following persons 
in the capacities and on the date indicated.


Signature                              Title                    



*Robert D. Kennedy                   Director and Chairman      
Robert D. Kennedy                    of the Board 



*William H. Joyce                   Director, Chief Executive   
William H. Joyce                    Officer, President and Chief
                                    Operating Officer



*Joseph E. Geoghan                  Director,                   
Joseph E. Geoghan                   Vice-President,
                                    General Counsel
                                    and Secretary



*Gilbert E. Playford                Vice-President              
Gilbert E. Playford                 and Principal Financial
                                    Officer



/s/John K. Wulff                    Vice-President,             
John K. Wulff                       Controller and
                                    Principal Accounting
                                    Officer




*John J. Creedon                   Director                     
John J. Creedon               




*C. Fred Fetterolf                  Director                    
C. Fred Fetterolf                 



Signature                              Title                    




*Rainer E. Gut                      Director                    
Rainer E. Gut             




*James M. Hester                    Director                    
James M. Hester               



  
                                    Director                    
Vernon E. Jordan, Jr.




*Ronald L. Kuehn, Jr.               Director                    
Ronald L. Kuehn, Jr.




*Rozanne L. Ridgway                 Director                    
Rozanne L. Ridgway




*William S. Sneath                  Director                    
William S. Sneath




* By /s/John K. Wulff_________      September 8, 1995
     John K. Wulff
     Attorney-in-fact
    










   
______________________________________________________________________________

                          Registration No. 33-60705

______________________________________________________________________________





                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

                           _______________________


                                  EXHIBITS

                                 FILED WITH

                             AMENDMENT NO. 1 TO

                                  FORM S-3

                            REGISTRATION STATEMENT

                                    UNDER

                          The Securities Act of 1933


                            ______________________


                           UNION CARBIDE CORPORATION

             (Exact name of registrant as specified in its charter)


______________________________________________________________________________
    


                        INDEX TO EXHIBITS


Exhibit                                                            Sequential 
Number                                                             Page Number



   
1       Form of Standard Underwriting Agreement 
        Provisions (including form of Terms Agreement).            

12      Statement re Computation of Ratio of Earnings to Fixed 
        Charges of the Company - Five Years ended December 31, 1994
        and Six Months ended June 30, 1995. 

25.1.1  Consolidated Report of Condition of Chemical Bank,
        Trustee as of June 30, 1995.                               

25.2.1  Consolidated Report of Condition of The Bank of New York,
        Trustee as of June 30, 1995.                                
    







- 1 -












   
                                                             EXHIBIT 1
                                                             September 1995

                            UNION CARBIDE CORPORATION

                                 DEBT SECURITIES



                    STANDARD UNDERWRITING AGREEMENT PROVISIONS



        1.  Introductory.  Union Carbide Corporation, a New York corporation 
(the "Company"), proposes to issue and sell from time to time certain of its 
debt securities registered under the registration statement referred to in 
Section 2(a) ("Registered Securities").  The Registered Securities will be 
issued under an indenture, dated as of [date] (such indenture as amended or 
supplemented is herein referred to as the "Indenture"), between the Company 
and [Name of Bank], as Trustee (the "Trustee"), in one or more series, which 
series may vary as to interest rates, maturities, redemption provisions, 
selling prices and other terms, with all such terms for any particular series 
of the Registered Securities being determined at the time of sale. Particular 
series of the Registered Securities will be sold pursuant to a Terms Agreement 
referred to in Section 3, for resale in accordance with terms of offering 
determined at the time of sale.  

            The Registered Securities involved in any such offering are 
hereinafter referred to as the "Securities." The firm or firms which agree to 
purchase the Securities are hereinafter referred to as the "Underwriters" of 
such Securities, and the representative or representatives of the 
Underwriters, if any, specified in a Terms Agreement referred to in Section 3 
are hereinafter referred to as the "Representatives"; provided, however, that 
if the Terms Agreement does not specify any representative of the 
Underwriters, the term "Representatives," as used in this Agreement (other 
than in clause 2 of the second sentence of Section 3), shall mean the 
Underwriters.  

        2.  Representations and Warranties of the Company.  The Company 
represents and warrants to, and agrees with, each Underwriter that: 

     (a)  The Company meets the requirements for use of Form S-3 under 
the Securities Act of 1933 (the "Act") and has filed with the Securities 
and Exchange Commission (the "Commission") a registration statement on 
such Form (the file number of which is set forth in the Terms 
Agreement), which has become effective, for the registration under the 
Act of the Registered Securities.  Such registration statement, as 
amended at the date of any Terms Agreement, meets the requirements set 
forth in Rule 415(a)(1)(x) under the Act and complies in all other 
material respects with said Rule. Such registration statement, including 
the exhibits thereto, as amended at the date of any Terms Agreement, is 
hereinafter called the "Registration Statement" and the prospectus 
included in the Registration Statement, supplemented as contemplated by 
Section 3 to reflect the terms of the Securities and the plan of 
distribution thereof, in the form in which it shall be filed with the 
Commission pursuant to Rule 424(b), is hereinafter called the 
"Prospectus."  Any reference herein to the Registration Statement or the 
Prospectus shall be deemed to include the documents incorporated by 
reference therein pursuant to Item 12 of Form S-3 which were filed under 
the Securities Exchange Act of 1934 (the "Exchange Act") on or before 
the date of any Terms Agreement or the date of the Prospectus, as the 
case may be, and any reference herein to the terms "amend," "amendment" 
or "supplement" with respect to the Registration Statement or the 
Prospectus shall include the filing of any document under the Exchange 
Act after the date of this Agreement or the date of the Prospectus, as 
the case may be, deemed to be incorporated therein by reference.  

     (b)  As of the date of any Terms Agreement, when the Prospectus is 
first filed pursuant to Rule 424(b) under the Act, when, prior to the 
Closing Date (as defined in Section 3), any amendment to the 
Registration Statement becomes effective (including the filing of any 
document incorporated by reference in the Registration Statement) and at 
the Closing Date, (i) the Registration Statement, as amended as of any 
such time, and the Prospectus, as amended or supplemented as of any such 
time, and the Indenture will comply in all material respects with the 
applicable requirements of the Act, the Trust Indenture Act of 1939 (the 
"Trust Indenture Act") and the Exchange Act and the respective rules 
thereunder and (ii) neither the Registration Statement, as amended as of 
any such time, nor the Prospectus, as amended or supplemented as of any 
such time, will contain any untrue statement of a material fact or omit 
to state any material fact required to be stated therein or necessary in 
order to make the statements therein not misleading; provided, however, 
that the Company makes no representations or warranties as to (i) that 
part of the Registration Statement which constitutes the Statement of 
Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or 
(ii) the information contained in or omitted from the Registration 
Statement or the Prospectus or any amendment thereof or supplement 
thereto in reliance upon and in conformity with information furnished in 
writing to the Company by or on behalf of any Underwriter specifically 
for use in connection with the preparation of the Registration Statement 
and the Prospectus.  

     (c)  The Company has been duly incorporated, is validly existing as 
a corporation in good standing under the laws of New York, and has the 
corporate power and authority to own its property and to conduct its 
business as described in the Prospectus, as amended or supplemented.  

     (d)  Each significant subsidiary (as defined in Regulation S-X of 
the Commission) of the Company has been duly incorporated, is validly 
existing as a corporation in good standing under the laws of the 
jurisdiction of its incorporation, has the corporate power and authority 
to own its property and to conduct its business as described in the 
Prospectus, as amended or supplemented.  

     (e)  The applicable Terms Agreement has been duly authorized, 
executed and delivered by the Company.

     (f)  The Indenture has been duly authorized, executed and delivered 
by the Company and is a valid and binding agreement of the Company, 
enforceable in accordance with its terms except as (i) the 
enforceability thereof may be limited by fraudulent transfer, 
bankruptcy, insolvency or similar laws affecting creditors' rights 
generally and (ii) rights of acceleration and the availability of 
equitable remedies may be limited by equitable principles of general 
applicability.  

     (g)  The Securities have been duly authorized by the Company and, 
when executed and authenticated in accordance with the Indenture and 
delivered to and duly paid for by the purchasers thereof, will be 
entitled to the benefits of the Indenture and will be valid and binding 
obligations of the Company, enforceable in accordance with their 
respective terms except as (i) the enforceability thereof may be limited 
by fraudulent transfer, bankruptcy, insolvency or similar laws affecting 
creditors' rights generally and (ii) rights of acceleration and the 
availability of equitable remedies may be limited by equitable 
principles of general applicability.  

     (h)  The Delayed Delivery Contracts (as defined below), if any, 
have been duly authorized, executed and delivered by the Company and are 
valid and binding agreements of the Company, enforceable in accordance 
with their respective terms except as (i) the enforceability thereof may 
be limited by fraudulent transfer, bankruptcy, insolvency or similar 
laws affecting creditors' rights generally and (ii) the availability of 
equitable remedies may be limited by equitable principles of general 
applicability.  

     (i)  The execution and delivery by the Company of, and the 
performance by the Company of its obligations under, the applicable 
Terms Agreement, the Indenture, the Securities and any Delayed Delivery 
Contract does not and will not contravene any provision of applicable 
law or the certificate of incorporation or by-laws of the Company or any 
agreement or other instrument binding upon the Company or any of its 
subsidiaries that is material to the Company and its subsidiaries, taken 
as a whole, or any judgment, order or decree of any governmental body, 
agency or court having jurisdiction over the Company or any of its 
subsidiaries, and no consent, approval, authorization or order of or 
qualification with any governmental body or agency is required for the 
performance by the Company of its obligations under the applicable Terms 
Agreement, the Securities, the Indenture or any Delayed Delivery 
Contract, except such as may be required by the securities or Blue Sky 
laws of the various states in connection with offer and sale of the 
Securities.  

     (j)  There has not been any material adverse change in the 
condition, financial or otherwise, or in the earnings, business or 
operations of the Company and its subsidiaries, taken as a whole, from 
that set forth in the Prospectus.  

     (k)  The Company is not an "investment company" or an entity 
"controlled" by an "investment company," as such terms are defined in 
the Investment Company Act of 1940, as amended.  

     (l)  There are no legal or governmental proceedings pending or, to 
the knowledge of the Company, threatened to which the Company or any of 
its subsidiaries is a party or to which any of the properties of the 
Company or any of its subsidiaries is subject that are required to be 
described in the Registration Statement or the Prospectus and are not so 
described or any statutes, regulations, contracts or other documents 
that are required to be described in the Registration Statement or the 
Prospectus or to be filed or incorporated by reference as exhibits to 
the Registration Statement that are not described, filed or incorporated 
as required.  

        3.  Purchase and Offering of Securities.  The obligation of the 
Underwriters to purchase the Securities will be evidenced by an exchange of 
written communications ("Terms Agreement") at the time the Company determines 
to sell the Securities.  The Terms Agreement will incorporate by reference the 
provisions of this Agreement, except as otherwise provided therein, and will 
specify (1) the firm or firms which will be Underwriters, (2) the names of any 
Representatives, (3) the principal amount of Securities to be purchased by 
each Underwriter and the purchase price to be paid by the Underwriters, (4) 
the terms of the Securities not already specified in the Indenture, (5) 
whether any of the Securities may be sold to institutional investors pursuant 
to Delayed Delivery Contracts (as defined below), (6) the time and date on 
which delivery of the Securities will be made to the Representatives for the 
accounts of the several Underwriters against payment by the several 
Underwriters through the Representatives of the purchase price in New York 
Clearing House funds (such time and date, or such other time and date not 
later than seven full business days thereafter as the Representatives and the 
Company agree to as to time and date for payment and delivery, being herein 
and in the Terms Agreement referred to as the "Closing Date") and (7) the 
place of delivery and payment.  

            The obligations of the Underwriters to purchase the Securities 
will be several and not joint.  The Securities delivered to the Underwriters 
on the Closing Date will be in definitive fully registered form, in such 
denominations and registered in such names as the Representatives may request.

            Certificates for the Securities shall be registered in such names 
and in such denominations as the Representatives may request not less than 
three full Business Days in advance of the Closing Date.  

            If the Terms Agreement provides for sales of Securities pursuant 
to Delayed Delivery Contracts, the Company authorizes the Underwriters to 
solicit offers to purchase Securities pursuant to delayed delivery contracts 
substantially in the form of Annex I attached hereto ("Delayed Delivery 
Contracts") with such changes therein as the Company may authorize or approve.  
Delayed Delivery Contracts are to be with institutional investors, including 
commercial and savings banks, insurance companies, pension funds, investment 
companies and educational and charitable institutions.  On the Closing Date 
the Company will pay, as compensation, to the Representatives for the accounts 
of the Underwriters, the fee set forth in such Terms Agreement in respect of 
the principal amount of Securities to be sold pursuant to Delayed Delivery 
Contracts ("Contract Securities").  The Underwriters will not have any 
responsibility in respect of the validity or the performance of any Delayed 
Delivery Contract.  If the Company executes and delivers a Delayed Delivery 
Contract, the Contract Securities will be deducted from the Securities to be 
purchased by the several Underwriters and the aggregate principal amount of 
Securities to be purchased by each Underwriter will be reduced pro rata in 
proportion to the principal amount of Securities set forth opposite each 
Underwriter's name in such Terms Agreement, except to the extent that the 
Representatives determine that such reduction shall be otherwise than pro rata 
and so advise the Company.  The Company will advise the Representatives not 
later than the business day prior to the Closing Date of the principal amount 
of Contract Securities.  

        4.  Certain Agreements of the Company.  The Company agrees with the 
several Underwriters that it will furnish to counsel for the Underwriters, 
without charge, one signed copy of the Registration Statement, including all 
exhibits, in the form it became effective and of all amendments thereto and 
that, in connection with each offering of Securities: 

     (a)  At any time when a prospectus relating to the Securities is 
required to be delivered under the Act, before amending or supplementing 
the Registration Statement or the Prospectus with respect to the 
Securities, the Company will furnish to the Representatives a copy of 
such proposed amendment or supplement and will not file any such 
proposed amendment or supplement to which the Representatives reasonably 
object.  The Company will also advise the Representatives promptly of 
the filing of any such amendment or supplement and of the institution by 
the Commission of any stop order proceedings in respect of the 
Registration Statement and will use its best efforts to prevent the 
issuance of any such stop order and to obtain as soon as possible its 
lifting, if issued.  

    (b)  If, at any time when a prospectus relating to the Securities is 
required to be delivered under the Act, any event occurs or a condition 
exists as a result of which the Prospectus, as then amended or 
supplemented, would include an untrue statement of a material fact or 
omit to state any material fact necessary to make the statements 
therein, in the light of the circumstances under which they were made 
when the Prospectus was delivered, not misleading, or if it is necessary 
at any time to amend the Prospectus to comply with the Act, the Company 
promptly will prepare and file with the Commission an amendment or 
supplement which will correct such statement or omission or an amendment 
which will effect such compliance.  

    (c)  As soon as practicable after the date of each Terms Agreement, 
the Company will make generally available to their security holders an 
earnings statement that satisfies the provisions of Section 11(a) of the 
Act and Rule 158 under the Act.  

    (d)  The Company will furnish to the Representatives copies of the 
Registration Statement, including all exhibits, any related preliminary 
prospectus, any related preliminary prospectus supplement, the 
Prospectus and all amendments and supplements to such documents, in each 
case as soon as available and in such quantities as are reasonably 
requested.  

    (e)  The Company will arrange for the qualification of the 
Securities for sale and the determination of their eligibility for 
investment under the laws of such jurisdictions as the Representatives 
designate and will continue such qualifications in effect so long as 
required for the distribution; provided that the Company shall not be 
required to qualify to do business in any jurisdiction where it is not 
now qualified or to file a general consent to service of process in any 
jurisdiction.  

    (f)  The Company will pay all expenses incident to the performance 
of its obligations under this Agreement and will reimburse the 
Underwriters for any reasonable expenses (including the fees and 
disbursement of counsel) incurred by them in connection with 
qualification of the Registered Securities for sale and determination of 
their eligibility for investment under the laws of such jurisdictions as 
the Representatives may designate, the printing of memoranda relating 
thereto, any filing fees of the National Association of Securities 
Dealers, Inc., relating to the Securities and for reasonable expenses 
incurred in distributing the Prospectus, any preliminary prospectuses 
and any prospectus supplements to Underwriters.  

    (g)  Between the date of any Terms Agreement and the Closing Date 
specified in such agreement, the Company will not, without the 
Representatives' prior consent, offer, sell, contract to sell or 
otherwise dispose of debt securities of the Company pursuant to the 
Registration Statement or any other registration statement filed by the 
Company under the Act, which debt securities have a maturity of more 
than one year from the date of issue, except that the Company may offer, 
sell, contract to sell or otherwise dispose of obligations of the 
Company in respect of industrial revenue bonds or similar securities 
exempt from federal income taxes.  

        5.  Conditions of the Obligations of the Underwriters.  The 
obligations of the several Underwriters to purchase and pay for the Securities 
will be subject to the accuracy of the representations and warranties on the 
part of the Company herein, to the accuracy of the statements of officers of 
the Company made pursuant to the provisions hereof, to the performance by the 
Company of its obligations hereunder and to the following additional 
conditions precedent: 

    (a)  The Representatives shall have received a letter, dated the 
Closing Date, of KPMG Peat Marwick, in form and substance reasonably 
satisfactory to the Representatives containing statements and 
information of the type customarily included in accountants "comfort 
letters" with respect to the financial statements and certain financial 
information contained or incorporated by reference in the Prospectus.  

    (b)  No stop order suspending the effectiveness of the Registration 
Statement or of any part thereof shall have been issued and no 
proceedings for that purpose shall have been instituted or, to the 
knowledge of the Company, shall be contemplated by the Commission.  

    (c)  Subsequent to the execution of the Terms Agreement, there shall 
not have occurred (i) any change in the condition, financial or 
otherwise, or in the earnings, business or operations, of the Company 
and its subsidiaries, taken as a whole, from that set forth in the 
Prospectus, which is material and adverse; (ii) any downgrading in, or 
notice of any proposal to downgrade, the rating of the Company's debt 
securities by any "nationally recognized statistical rating 
organization" (as defined for purposes of Rule 436(g) under the Act) or 
any public announcement that any such organization has under 
surveillance or review with negative implications or without indicating 
the direction of the possible change the rating of the Company's debt 
securities; (iii) any suspension or limitation of trading in securities 
generally on or by the New York Stock Exchange, the American Stock 
Exchange, the National Association of Securities Dealers, Inc., the 
Chicago Board Options Exchange, the Chicago Mercantile Exchange or the 
Chicago Board of Trade, or any setting of minimum prices for trading on 
such exchange; or (iv) any suspension of trading of any securities of 
the Company on any exchange; (v) any banking moratorium declared by 
Federal or New York authorities; or (vi) the outbreak or escalation of 
hostilities involving the United States or the declaration by the United 
States of a national emergency or war, if the effect of any such event 
set forth in (i) through (vi), in the judgment of the Representatives, 
makes it impractical or inadvisable to proceed with the public offering 
or the delivery of the Securities on the terms and in the manner 
contemplated by the Prospectus.  

    (d)  The Representatives shall have received an opinion, dated the 
Closing Date, of [Name], General Counsel of the Company, or other 
counsel to the Company acceptable to the Representatives substantially 
in the form of Exhibit A.  

    (e)  The Representatives shall have received from Davis Polk & 
Wardwell, counsel for the Underwriters, such opinion or opinions, dated 
the Closing Date, substantially in the form of Exhibit B, and the 
Company shall have furnished to such counsel such documents as they 
request for the purpose of enabling them to pass upon such matters.  

    (f)  The Representatives shall have received certificates, dated the 
Closing Date, of the President or any Vice-President and a principal 
financial or accounting officer of the Company in which such officers, 
to the best of their knowledge, shall state that (i) the representations 
and warranties of the Company in this Agreement are true and correct, 
that the Company has complied with all agreements and satisfied all 
conditions on its part to be performed or satisfied hereunder at or 
prior to the Closing Date, (ii) no stop order suspending the 
effectiveness of the Registration Statement or of any part thereof has 
been issued and no proceedings for that purpose have been instituted or 
are contemplated by the Commission and (iii) subsequent to the date of 
the most recent financial statements in the Prospectus, and there has 
been no material adverse change in the condition, financial or 
otherwise, or in the earnings, business or operations of the Company and 
its subsidiaries taken as a whole except as set forth in or contemplated 
by the Prospectus or as described in such certificate.  

        6.  Indemnification and Contribution.  (a)  The Company agrees to 
indemnify and hold harmless each Underwriter and each person, if any, who 
controls such Underwriter within the meaning of either Section 15 of the Act 
or Section 20 of the Exchange Act from and against any and all losses, claims, 
damages and liabilities caused by any untrue statement or alleged untrue 
statement of a material fact contained in the Registration Statement or in any 
amendment thereof or the Prospectus (as amended or supplemented if the Company 
shall have furnished any amendments or supplements thereto), or caused by any 
omission or alleged omission to state therein a material fact required to be 
stated therein or necessary to make the statements therein not misleading, 
except insofar as such losses, claims, damages or liabilities are caused by 
any such untrue statement or omission or alleged untrue statement or omission 
based upon information relating to any Underwriter furnished in writing to the 
Company by such Underwriter expressly for use therein.  

            (b)  Each Underwriter agrees, severally and not jointly, to 
indemnify and hold harmless the Company, its directors, its officers who sign 
the Registration Statement and each person, if any, who controls the Company 
within the meaning of either Section 15 of the Act or Section 20 of the 
Exchange Act and each other Underwriter and any person controlling such 
Underwriter within the meaning of either Section 15 of the Act or Section 20 
of the Exchange Act to the same extent as the foregoing indemnity from the 
Company to such Underwriter, but only with reference to information relating 
to such Underwriter furnished to the Company by such Underwriter in writing 
expressly for use in the Registration Statement or the Prospectus or any 
amendments or supplements thereto. 

            (c)  In case any proceeding (including any governmental 
investigation) shall be instituted involving any person in respect of which 
indemnity may be sought pursuant to either paragraph (a) or (b) above, such 
person (the "indemnified party") shall promptly notify each person against 
whom such indemnity may be sought (the "indemnifying party") in writing and 
the indemnifying party, upon request of the indemnified party, shall retain 
counsel reasonably satisfactory to the indemnified party to represent the 
indemnified party and any others the indemnifying party may designate in such 
proceeding and shall pay the fees and disbursements of such counsel related to 
such proceeding. In any such proceeding, any indemnified party shall have the 
right to retain its own counsel, but the fees and expenses of such counsel 
shall be at the expense of such indemnified party unless (i) the indemnifying 
party and the indemnified party shall have mutually agreed to the retention of 
such counsel or (ii) the named parties to any such proceeding (including any 
impleaded parties) include both the indemnifying party and the indemnified 
party and representation of both parties by the same counsel would be 
inappropriate due to actual or potential differing interests between them.  It 
is understood that the indemnifying party shall not, in connection with any 
proceeding or related proceedings in the same jurisdiction, be liable for the 
fees and expenses of more than one separate firm (in addition to any local 
counsel) for all such indemnified parties and that all such fees and expenses 
shall be reimbursed as they are incurred.  Such firm shall be designated in 
writing by the Representatives, in the case of parties indemnified pursuant to 
paragraph (a) above, and by the Company, in the case of parties indemnified 
pursuant to paragraph (b) above.  The indemnifying party shall not be liable 
for any settlement of any proceeding in respect of which the indemnified party 
is entitled to indemnification pursuant to paragraph (a) or (b) above effected 
without its written consent (which consent shall not be unreasonably 
withheld), but if settled with such consent or if there be a final judgment 
for the plaintiff, the indemnifying party agrees to indemnify the indemnified 
party from and against any loss or liability by reason of such settlement or 
judgment.  An indemnifying party shall not without the prior written consent 
of the indemnified party (which consent shall not be unreasonably withheld) 
effect any settlement releasing the indemnifying party from any pending or 
threatened litigation, proceeding or claim in respect of which any indemnified 
party is or could have been a party and for which such indemnified party would 
have been entitled to indemnity hereunder, unless such settlement includes an 
unconditional release of all indemnified parties from all liability with 
respect to claims which are the subject matter of such litigation, proceeding 
or claim or which relate to or arise out of the same or substantially similar 
facts or circumstances.  

            (d)  If the indemnification provided for in paragraph (a) or (b) 
of this Section 6 is unavailable to an indemnified party or insufficient in 
respect of any losses, claims, damages or liabilities referred to therein in 
connection with any offering of Securities, then each indemnifying party under 
such paragraph, in lieu of indemnifying such indemnified party thereunder, 
shall contribute to the amount paid or payable by such indemnified party as a 
result of such losses, claims, damages or liabilities (i) in such proportion 
as is appropriate to reflect the relative benefits received by the Company on 
the one hand and each Underwriter on the other from the offering of such 
Securities or (ii) if the allocation provided by clause (i) is not permitted 
by applicable law, in such proportion as is appropriate to reflect not only 
the relative benefits referred to in clause (i) above but also the relative 
fault of the Company on the one hand and each Underwriter on the other in 
connection with the statements or omissions that resulted in such losses, 
claims, damages or liabilities, as well as any other relevant equitable 
considerations.  The relative benefits received by the Company on the one hand 
and the Underwriters on the other in connection with the offering of such 
Securities shall be deemed to be in the same respective proportions as the 
total net proceeds from the offering of such Securities (before deducting 
expenses) received by the Company bear to the total discounts and commissions 
received by the Underwriters.  The relative fault of the Company on the one 
hand and of each Underwriter on the other shall be determined by reference to, 
among other things, whether the untrue or allegedly untrue statement of a 
material fact or the omission or alleged omission to state a material fact 
relates to information supplied by the Company or by such Underwriter and the 
parties' relative intent, knowledge, access to information and opportunity to 
correct or prevent such statement or omission.  The Underwriters' respective 
obligations to contribute pursuant to this Section 6(d) are several in 
proportion to the respective principal amounts of Securities purchased by each 
Underwriter and not joint.  

            (e)  The Company and each Underwriter agree that it would not be 
just or equitable if contribution pursuant to this Section 6 were determined 
by pro rata allocation (even if the Underwriters were treated as one entity 
for such purpose) or by any other method of allocation that does not take 
account of the equitable considerations referred to in paragraph (d) above.  
The amount paid or payable by an indemnified party as a result of the losses, 
claims, damages and liabilities referred to in paragraph (d) above shall be 
deemed to include, subject to the limitations set forth in paragraph (c) 
above, any legal or other expenses reasonably incurred by such indemnified 
party in connection with investigating or defending any such action or claim. 
Notwithstanding the provisions of this Section 6, no Underwriter shall be 
required to contribute any amount in excess of the amount by which the total 
price at which the Securities referred to in paragraph (d) above that were 
purchased through such Underwriter exceeds the amount of any damages that such 
Underwriter has otherwise been required to pay by reason of such untrue or 
alleged untrue statement or omission or alleged omission.  No person guilty of 
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) 
shall be entitled to contribution from any person who was not guilty of such 
fraudulent misrepresentation.   The remedies provided for in this Section 6 
are not exclusive and shall not limit any rights or remedies which may 
otherwise be available to any indemnified party at law or in equity.  

        7.  Default of Underwriters.  If any Underwriter or Underwriters 
default in their obligations to purchase Securities under the Terms Agreement 
and the aggregate principal amount of the Securities that such defaulting 
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% 
of the total principal amount of the Securities, the Representatives may make 
arrangements satisfactory to the Company for the purchase of such Securities 
by other persons, including any of the Underwriters, but if no such 
arrangements are made by the Closing Date, the non-defaulting Underwriters 
shall be obligated severally, in proportion to their respective commitments 
under such Terms Agreement, to purchase the Securities that such defaulting 
Underwriters agreed but failed to purchase.  If any Underwriter or 
Underwriters so default and the aggregate principal amount of the Securities 
with respect to which such default or defaults occur exceeds 10% of the total 
principal amount of the Securities and arrangements satisfactory to the 
Representatives and the Company for the purchase of such Securities by other 
persons are not made within 36 hours after such default, such Terms Agreement 
will terminate without liability on the part of any non-defaulting Underwriter 
or the Company, except as provided in Section 8.  As used in this Agreement, 
the term "Underwriter" includes any person substituted for an Underwriter 
under this Section.   Nothing herein will relieve a defaulting Underwriter 
from liability for its default.  The respective commitments of the several 
Underwriters for the purposes of this Section shall be determined without 
regard to reduction in the respective Underwriters' obligations to purchase 
the principal amount of the Securities set forth opposite their names in the 
Terms Agreement as a result of Delayed Delivery Contracts entered into by the 
Company.  

            The agreements set forth in this Section will not apply if the 
Terms Agreement specifies that such agreements will not apply.  

        8.  Survival of Certain Representations and Obligations.  The 
respective indemnities, agreements, representations, warranties and other 
statements of the Company, its officers and of the several Underwriters set 
forth in or made pursuant to any Terms Agreement will remain in full force and 
effect, regardless of any investigation, or statement as to the result 
thereof, made by or on behalf of any Underwriter, the Company or any of their 
respective representatives, officers or directors or any controlling person, 
and will survive delivery of and payment for the Securities.  If the Terms 
Agreement is terminated pursuant to Section 7 or if for any reason the 
purchase of the Securities by the Underwriters under the Terms Agreement is 
not consummated, the Company shall remain responsible for the expenses to be 
paid or reimbursed by it pursuant to Section 4 and the respective obligations 
of the Company and the Underwriters pursuant to Section 6 shall remain in 
effect.  If the purchase of the Securities by the Underwriters is not 
consummated for any reason other than the termination of the Terms Agreement 
pursuant to Section 7 or the occurrence of any event specified in clause 
(iii), (iv) or (v) of Section 5(c), the Company will reimburse the 
Underwriters for all out-of-pocket expenses (including reasonable fees and 
disbursement of counsel) reasonably incurred by them in connection with the 
offering of the Securities.  

        9.  Notices.  All communications hereunder will be in writing, may be 
sent by mail, facsimile, telegraphed and confirmed or otherwise delivered, if 
to the Underwriters, at their addresses furnished to the Company in writing 
for the purpose of communications hereunder, and if to the Company, at Union 
Carbide Corporation, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, 
Attention: Treasurer.  

       10.  Successors.  Any Terms Agreement will inure to the benefit of and 
be binding upon the Company and such Underwriters as are identified therein 
and their respective successors and the officers and directors and controlling 
persons referred to in Section 6, and no other person will have any right or 
obligation hereunder.  
       11.  Applicable Law.  The Terms Agreement shall be governed by, and 
construed in accordance with, the laws of the State of New York.  


                                                                      ANNEX I



                            DELAYED DELIVERY CONTRACT



                                                             __________, 199_


Union Carbide Corporation
39 Old Ridgebury Road 
Danbury, Connecticut  06817-0001 

Attention:  

Gentlemen: 

        The undersigned hereby agrees to purchase from Union Carbide 
Corporation, a New York corporation (the "Company"), and the Company agrees to 
sell to the undersigned, 

                               $_________________ 

principal amount of the Company's [Insert title of securities] (the 
"Securities") offered by the Company's Prospectus dated ___________, 199_  and 
a Prospectus Supplement dated ___________, 199_  relating thereto, receipt of 
copies of which is hereby acknowledged, at ___% of the principal amount 
thereof plus accrued interest, if any, from ___________, 199_, and on the 
further terms and conditions set forth in this Delayed Delivery Contract 
("Contract").  

        The undersigned will purchase from the Company as of the date hereof, 
for delivery on the dates set forth below, Securities in the principal amounts 
set forth below: 


                              Delivery Date                Principal Amount




Each of such delivery dates is hereinafter referred to as a "Delivery Date." 

        Payment for the Securities that the undersigned has agreed to purchase 
for delivery on each Delivery Date shall be made to the Company or its order 
by certified or official bank check in New York Clearing House (next day) 
funds at the office of ____________________________  at 10:00 A.M. on such 
Delivery Date upon delivery to the undersigned of the Securities to be 
purchased by the undersigned on such Delivery Date in definitive fully 
registered form and in such denominations and registered in such names as the 
undersigned shall designate by written or telegraphic communication addressed 
to the Company not less than five business days prior to such Delivery Date.  

        It is expressly agreed that the provisions for delayed delivery and 
payment are for the sole convenience of the undersigned; that the purchase 
hereunder of Securities is to be regarded in all respects as a purchase as of 
the date of this Contract subject to the first paragraph hereof with respect 
to the accrual of interest; that the obligation of the Company to make 
delivery of and accept payment for, and the obligation of the undersigned to 
take delivery of and make payment for, Securities on each Delivery Date shall 
be subject only to the conditions that (1) investment in the Securities shall 
not at such Delivery Date be prohibited under the laws of any jurisdiction in 
the United States to which the undersigned is subject and (2) the Company 
shall have sold to the Underwriters the principal amount of the Securities 
less the principal amount thereof covered by this and other similar Contracts.  
The undersigned represents that its investment in the Securities is not, as of 
the date hereof, prohibited under the laws of any jurisdiction to which the 
undersigned is subject and which governs such investment.  

        Promptly after completion of the sale to the Underwriters the Company 
will mail or deliver to the undersigned at its address set forth below notice 
to such effect, accompanied by a copy of the opinion of counsel for the 
Company delivered to the Underwriters in connection therewith.  

        This Contract will inure to the benefit of and be binding upon the 
parties hereto and their respective successors, but will not be assignable by 
either party hereto without the written consent of the other.  

        It is understood that the acceptance of any such Contract is in the 
Company's sole discretion and, without limiting the foregoing, need not be on 
a first-come, first-served basis.  If this Contract is acceptable to the 
Company, it is requested that the Company sign the form of acceptance below 
and mail or deliver one of the counterparts hereof to the undersigned at its 
address set forth below. This will become a binding contract between the 
Company and the undersigned when such counterpart is so mailed or delivered.  

        This Agreement shall be governed by, and construed in accordance with, 
the laws of the State of New York.  

                                    Very truly yours, 

                                    ______________________________
                                    (NAME OF PURCHASER) 


                                    By___________________________
                                    Name:
                                    Title: 


                                    ______________________________

                                    ______________________________
                                    (Address of Purchaser)

Accepted, as of the above date 

UNION CARBIDE CORPORATION


By __________________________ 
   Name:
   Title: 


                           UNION CARBIDE CORPORATION

                                DEBT SECURITIES


                                TERMS AGREEMENT


                                                            ____________, 199_


Union Carbide Corporation 
39 Old Ridgebury Road 
Danbury, Connecticut  06817-0001 

Attention: 

        Referring to the Debt Securities of Union Carbide Corporation (the 
"Company") covered by the Company's Registration Statement on Form S-3 (No. 
33-___________) (the "Registration Statement"), on the basis of the 
representations, warranties and agreements contained in this Agreement, and 
subject to the terms and conditions herein set forth, the Underwriters named 
on Schedule A hereto ("Underwriters") agree to purchase, severally but not 
jointly, and the Company agrees to sell to the Underwriters, $_____________ 
aggregate principal amount of ___% ____________ Due ____________ (the 
"Securities") in the respective principal amounts set forth opposite the names 
of the Underwriters on Schedule A hereto.  

        The price at which the Securities shall be purchased from the Company 
by the Underwriters shall be ___% of the principal amount thereof [plus 
accrued interest from _________, 199_].  The Securities will be offered as set 
forth in the Prospectus Supplement relating thereto.   

The Securities will have the following terms:  

Title:  _______________________


Interest Rate:    ___% per annum 


Interest Payment Dates: ____________ and _____________
                        commencing ___________, 199_ 


Maturity: _____________________

Other Provisions:  as set forth in the Prospectus Supplement
                   relating to the Securities 


Closing:   __:__ A.M. on   ___________, 199_, _______________, in New York 
           Clearing House ________________ (next day) funds.  


Name[s] and Address[es] of Representative[s]: 















        The provisions contained in the Union Carbide Corporation Standard 
Underwriting Agreement Provisions (May 1994 Edition), a copy of which has been 
filed as Exhibit 1 to the Registration Statement, are incorporated herein by 
reference, [except that the obligations and agreements set forth in Section 7 
("Default of Underwriters") of the Underwriting Agreement shall not apply to 
the obligations of the Underwriters to purchase the above Securities.]  

        The Securities will be made available for checking and packaging at 
the office of ___________________________ at least 24 hours prior to the 
Closing Date.  

        We represent that we are authorized to act for the several 
Underwriters named in Schedule A hereto in connection with this financing and 
any action under this agreement by any of us will be binding upon all the 
Underwriters.  

        This Terms Agreement may be executed in one or more counterparts, all 
of which counterparts shall constitute one and the same instrument.  

        If the foregoing is in accordance with your under- standing of our 
agreement, kindly sign and return to us the enclosed duplicate hereof, 
whereupon it will become a binding agreement between the Company and the 
several Underwriters in accordance with its terms.  

                                 Very truly yours, 

                                [NAMES OF REPRESENTATIVES 
                                 On behalf of themselves and 
                                 as Representatives of the
                                 Several Underwriters 



                                 By: ___________________________

                                 By: ___________________________
                                     Name:
                                     Title: 


The foregoing Terms Agreement 
is hereby confirmed as of the 
date first above written 


UNION CARBIDE CORPORATION


By: _________________________ 
    Name:
    Title:  



SCHEDULE A



                                                Principal 
            Underwriter                         Amount
               . . . . . . . . . . . . .  $ 











                                          ________ 
            Total  . . . . . . . . . . . .$_______ 


                                                                     EXHIBIT A



                         [FORM OF OPINION OF COMPANY COUNSEL]


                                                      [Dated the Closing Date]


[Names and Addresses of Representatives]


Dear Sirs: 

        I have acted as counsel for Union Carbide Corporation, a New York 
corporation (the "Company") in connection with the sale by the Company of 
$______________ principal amount of its ___% _____________ Due ____________ 
(the "Securities") pursuant to the Terms Agreement dated _________, 199_ (such 
agreement, together with the Standard Underwriting Agreement Provisions (May 
1994 Edition) incorporated therein, is referred to herein as the "Terms 
Agreement") between you and the Company. The Securities are to be issued under 
an Indenture dated as of [Date] (the "Indenture") among the Company and [Name 
of Bank], Trustee (the "Trustee").  

        I have examined originals or copies, certified or otherwise identified 
to my satisfaction, of such documents, corporate records, certificates of 
public officials and other instruments as I have deemed necessary for the 
purpose of rendering this opinion.  

        I have participated in the preparation of the registration statement 
on Form S-3 (Registration No. 33-_________) filed by the Company with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
provisions of the Securities Act of 1933 (the "Act"), registering 
$[_____________] aggregate initial offering price of debt securities to be 
issued from time to time by the Company.  In addition, I have examined 
evidence that the Registration Statement was declared effective under the Act 
and the Indenture was qualified under the Trust Indenture Act of 1939 (the 
"Trust Indenture Act"), on ___________, 199_.  Such registration statement as 
amended at the date hereof (including the documents incorporated by reference 
therein) is herein referred to as the Registration Statement and the related 
prospectus (including the documents incorporated by reference therein) 
together with the prospectus supplement dated ________, 199_ specifically 
relating to the Securities, as filed with the Commission pursuant to Rule 
424(b) under the Act, is herein referred to as the "Prospectus." 

       Based upon the foregoing, I am of the opinion that: 

    (A)  The Company has been duly incorporated, is validly existing as 
a corporation in good standing under the laws of the State of New York, 
and has the corporate power and authority to own its property and to 
conduct its business as described in the Prospectus, as amended or 
supplemented.  

    (B)  The Terms Agreement has been duly authorized, executed and 
delivered by the Company [and any Delayed Delivery Contract has been 
duly authorized, executed and delivered by the Company].  

    (C)  The Indenture has been duly qualified under the Trust Indenture 
Act and has been duly authorized, executed and delivered by the Company 
and is a valid and binding agreement of the Company, enforceable in 
accordance with its terms.  

    (D)  The Securities have been duly authorized and, when executed and 
authenticated in accordance with the Indenture and delivered to and duly 
paid for by you, will be entitled to the benefits of the Indenture and 
will be valid and binding obligations of the Company, enforceable in 
accordance with their terms.  

    (E)  The execution and delivery by the Company of, and the 
performance by the Company of its obligations under, the Terms 
Agreement, the Securities and the Indenture [and any Delayed Delivery 
Contract] will not contravene any provision of applicable law or the 
certificate of incorporation or by-laws of the Company or any agreement 
or other instrument binding upon the Company or any of its subsidiaries 
that is material to the Company and its subsidiaries, taken as a whole, 
or, to the best of my knowledge, any judgment, order or decree of any 
governmental body, agency or court having jurisdiction over the Company 
or any of its subsidiaries.  

    (F)  No consent, approval, authorization or order of or 
qualification with any governmental body or agency is required for the 
performance by the Company of its obligations under the Terms Agreement, 
the Securities or the Indenture except such as may be required by the 
securities or Blue Sky laws of the various states in connection with the 
offer and sale of the Securities.  

    (G)  The statements in the Prospectus, as amended or supplemented, 
under the captions "Description of Securities," and "Description of 
[__________]," in each case insofar as such statements constitute 
summaries of the legal matters, documents or proceedings referred to 
therein, fairly present the information called for with respect to such 
legal matters, documents and proceedings and fairly summarize the 
matters referred to therein.  

    (H)  The documents filed pursuant to the Securities Exchange Act of 
1934 and incorporated by reference in the Prospectus (other than the 
financial statements, related schedules and statistical information of a 
financial nature contained or incorporated therein, as to which I have 
not been asked to, and do not, express any opinion), when they became 
effective or were filed with the Commission, as the case may be, 
complied as to form in all material respects with the requirements of 
the Act and the Securities Exchange Act of 1934, as applicable, and the 
rules and regulations promulgated thereunder.  

    (I)  The Registration Statement, as of its effective date, and the 
Registration Statement and the Prospectus, as of the date hereof (other 
than the Statement of Eligibility on Form T-1 of the Trustee, the 
financial statements, related schedules and statistical information of a 
financial nature contained or incorporated by reference therein, as to 
which I have not been asked to, and do not, express any opinion), 
complied as to form in all material respects with the requirements of 
the Act and the rules and regulations promulgated thereunder.  

        The opinions set forth in paragraphs (C) and (D) above are qualified 
insofar as enforceability may be limited by fraudulent transfer, bankruptcy, 
insolvency or similar laws affecting creditors' rights generally and the 
availability of equitable remedies may be limited by equitable principles of 
general applicability.  

        I have participated in conferences, by person or by telephone, with 
officers and other representatives of the Company, representatives of the 
independent public accountants for the Company and your representatives and 
your counsel, at which the contents of the Registration Statement and 
Prospectus and related matters were discussed, and although I am not passing 
upon and do not assume any responsibility for the accuracy, completeness or 
fairness of the statements contained in the Registration Statement and 
Prospectus, I advise you that on the basis of the foregoing (relying as to 
materiality to a large extent upon the opinions of officers and other 
representatives of the Company), no facts have come to my attention which lead 
me to believe that at the time the Registration Statement became effective it 
contained an untrue statement of a material fact or omitted to state a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, or that the Prospectus as of the date 
hereof contains an untrue statement of a material fact or omits to state a 
material fact necessary in order to make the statements therein, in the light 
of the circumstances under which they were made, not misleading (it being 
understood that I have not been asked to, and do not, comment on the financial 
statements, related schedules or statistical information of a financial nature 
contained or incorporated therein or on any of the information contained in 
the Statement of Eligibility on Form T-1 of the Trustee). 
        This opinion is limited to the federal laws of the United States of 
America and the laws of the State of New York.  

                                     Very truly yours, 


                                                                   EXHIBIT B 



                [FORM OF OPINION OF COUNSEL FOR THE UNDERWRITERS]



                                                     [Dated the Closing Date]



[Names and Addresses of Representatives] 


Dear Sirs: 

        We have acted as your counsel in connection with the sale by Union 
Carbide Corporation, a New York corporation (the "Company"), of $____________ 
principal amount of its  ___%  ____________ Due ____________ (the 
"Securities") and the purchase of the Securities by you, severally, pursuant 
to a Terms Agreement dated _________, 199_ (such agreement, together with the 
Union Carbide Corporation Standard Underwriting Agreement Provisions (May 1994 
Edition) incorporated therein is referred to herein as the "Terms Agreement").  
The Securities will be issued pursuant to the provisions of an indenture dated 
as of [Date] (the "Indenture"), between the Company and [Name of Bank], 
Trustee (the "Trustee").  

        We have examined originals or copies, certified or otherwise 
identified to our satisfaction, of such documents, corporate records, 
certificates of public officials and other instruments as we have deemed 
necessary or advisable for the purpose of rendering this opinion, including 
those relating to the authorization, execution and delivery by the Company of 
the Indenture and the Terms Agreement, and the authorization of the Securities 
by the Company.

        We have participated in the preparation of the registration statement 
on Form S-3 (Registration No. 33-__________) (other than the documents 
incorporated by reference in the prospectus included therein (the 
"Incorporated Documents")) filed by the Company with the Securities and 
Exchange Commission (the "Commission") pursuant to the provisions of the 
Securities Act of 1933, as amended (the "Act"), registering $[__________] 
aggregate initial offering price of debt securities to be issued from time to 
time by the Company.  Although we did not participate in the preparation of 
the Incorporated Documents, we have reviewed such documents.  In addition, we 
have received oral confirmation that the registration statement was declared 
effective under the Act and that the Indenture was qualified under the Trust 
Indenture Act of 1939, as amended (the "Trust Indenture Act"), on ___________, 
199_.  Such registration statement (including the Incorporated Documents), as 
amended at the date hereof, is herein referred to as the "Registration 
Statement" and the related prospectus dated _________, 199_ (including the 
Incorporated Documents), together with the prospectus supplement dated 
__________, 199_ specifically relating to the Securities, as filed with the 
Commission pursuant to Rule 424(b) under the Act, is herein referred to as the 
"Prospectus." 

        We have assumed the conformity of the documents filed with the 
Commission via the Electronic Data Gathering, Analysis and Retrieval System 
("EDGAR"), except for required EDGAR formatting changes, to physical copies of 
the documents delivered to the Underwriters and submitted for our examination.

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

    (1)  The Indenture has been duly qualified under the Trust 
Indenture Act and has been duly authorized, executed and delivered by 
the Company and is a valid and binding agreement of the Company, 
enforceable in accordance with its terms except as (i) the 
enforceability thereof may be limited by bankruptcy, insolvency or 
similar laws affecting creditors' rights generally and (ii) rights of 
acceleration and the availability of equitable remedies may be limited 
by equitable principles of general applicability; 

    (2)  The Securities have been duly authorized and established in 
conformity with the provisions of the Indenture and, when the 
Securities have been executed by the Company and authenticated by the 
Trustee in accordance with the provisions of the Indenture and 
delivered to and duly paid for by the purchasers thereof pursuant to 
the Terms Agreement, they will be entitled to the benefits of such 
Indenture and will be valid and binding obligations of the Company, 
except as (i) the enforceability thereof may be limited by bankruptcy, 
insolvency or similar laws affecting creditors' rights generally and 
(ii) rights of acceleration and the availability of equitable remedies 
may be limited by equitable principles of general applicability; and

    (3)  The Terms Agreement has been duly authorized, executed and 
delivered by the Company.

        We have considered the matters required to be included in the 
Registration Statement and Prospectus and the information contained therein.  
We are of the opinion that the statements in the Prospectus under the captions 
"Description of Securities," "Description of [_________]," "Plan of 
Distribution" and "Underwriters," insofar as such statements constitute 
summaries of the documents referred to therein, fairly present the information 
called for with respect to such documents.  

        We have not ourselves checked the accuracy or completeness of, or 
otherwise verified, the information furnished with respect to other matters in 
the Registration Statement or the Prospectus, but we have generally reviewed 
and discussed with your representatives and with certain officers and 
employees of, and counsel and independent public accountants for, the Company 
the information furnished, whether or not subject to our check and 
verification.  On the basis of such consideration, review and discussion, but 
without independent check or verification, except as stated, (1) no facts came 
to our attention which lead us to believe that (except for financial 
statements and schedules as to which we do not express any belief and except 
for that part of the Registration Statement that constitutes the Statement of 
Eligibility (Form T-1) of the Trustee) each part of the Registration 
Statement, when such part became effective contained any untrue statement of a 
material fact or omitted to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading, (2) we are 
of the opinion that the Registration Statement and Prospectus (except for 
financial statements and schedules included therein as to which we do not 
express any opinion) comply as to form in all material respects with the Act 
and the applicable rules and regulations of the Commission thereunder and (3) 
no facts came to our attention which lead us to believe that (except as to 
financial statements and schedules as to which we do not express any belief) 
the Prospectus as of the date hereof contains any untrue statement of a 
material fact or omits to state a material fact necessary in order to make the 
statements therein, in the light of the circumstances under which they were 
made, not misleading.  

        We have examined the opinion dated the date hereof of [Name], counsel 
for the Company, delivered to you pursuant to Section 5(d) of the Terms 
Agreement, and we believe that such opinion is responsive to the requirements 
of the Terms Agreement.  

        We have also examined the letter dated _________, 199_ of KPMG Peat 
Marwick, independent certified public accountants, relating to the financial 
statements and other information contained or incorporated by reference in the 
Registration Statement and the other matters referred to in such letter, 
delivered to you pursuant to Section 5(a) of the Terms Agreement.  We 
participated in discussions with your representatives and representatives of 
KPMG Peat Marwick relating to the form of such letter, and we believe that it 
is substantially in the form agreed to.  


                                          Very truly yours, 
    



                                    3




   
                                                             Exhibit 12

               Union Carbide Corporation and Subsidiaries
                   Ratio of Earnings to Fixed Charges
                  (Millions of dollars, except ratios)

                                  June 30,
                                    1995    1994  1993  1992   1991  1990

Income (loss) of consolidated
  companies before provision for
  income taxes - continuing
  operations                        $608    $471  $227  $178  $(147) $365
Add (deduct):
  Capitalized interest                (9)    (12)  (10)  (15)   (14)  (11)
  Preferred stock cash dividends
    of consolidated subsidiaries       0       0     0     0      0   (11)
  Dividends from less than 
    50 percent-owned companies
    carried at equity                  0       0     0     0      0     4
  UCC share of income (loss)
    before provision for income
    taxes of 50 percent-owned
    companies carried at equity       35      79    32    (8)   (17)   66

Amortization of capitalized
  interest                             6      10    10     9      9     9
                                     640     548   259   164   (169)  422


Fixed Charges

Interest on long-term and
  short-term debt                     41      80    70   146    228   269
Capitalized interest                   9      12    10    15     14    11
Rental expenses representative
  of an interest factor               11      22    33    30     28    32
Preferred stock cash dividends
  of consolidated subsidiaries         0       0     0     0      0    11
UCC share of fixed charges of
  50 percent-owned companies
  carried at equity                   19      28    26    30     28    48

    Total fixed charges               80     142   139   221    298   371

Total adjusted income available
    for payment of fixed charges    $720    $690  $398  $385   $129  $793
Ratio of income to fixed charges     9.0     4.9   2.9   1.7    (a)   2.1

(a)  In 1991, operating results included a special charge of $209
     million ($160 million after tax).  As a result, earnings were
     insufficient to cover historical fixed charges by $169 million.
     Excluding the effect of the special charge, earnings would have 
     been sufficient to cover historical fixed charges by $40 million.
    






   
                                                   Exhibit 25.1.1


                        Exhibit 7 to Form T-1


                          Bank Call Notice

                       RESERVE DISTRICT NO. 2
                CONSOLIDATED REPORT OF CONDITION OF

                           Chemical Bank
           of 270 Park Avenue, New York, New York 10017
               and Foreign and Domestic Subsidiaries,
               a member of the Federal Reserve System,

             at the close of business June 30, 1995, in
    accordance with a call made by the Federal Reserve Bank of this
    District pursuant to the provisions of the Federal Reserve Act.

                                                   Dollar Amounts
             ASSETS                             in Millions

Cash and balances due from depository institutions:
  Noninterest-bearing balances and
  currency and coin .................................  $  5,573
  Interest-bearing balances .........................     2,681
Securities:  ........................................
Held to maturity securities..........................     6,027
Available for sale securities..........................  18,304
Federal Funds sold and securities purchased under
  agreements to resell in domestic offices of the
  bank and of its Edge and Agreement subsidiaries,
  and in IBF's:
  Federal funds sold ................................     1,516
  Securities purchased under agreements to resell ...       287
Loans and lease financing receivables:
  Loans and leases, net of unearned income  $73,829
  Less: Allowance for loan and lease losses   1,885
  Less: Allocated transfer risk reserve ....    104
  Loans and leases, net of unearned income,
  allowance, and reserve ............................    71,840
Trading Assets ......................................    25,315
Premises and fixed assets (including capitalized
  leases)............................................     1,395
Other real estate owned .............................        69
Investments in unconsolidated subsidiaries and
  associated companies...............................       158
Customer's liability to this bank on acceptances
  outstanding .......................................     1,120
Intangible assets ...................................       484
Other assets ........................................     7,254

TOTAL ASSETS ........................................  $142,023
                                                      =========



                              LIABILITIES


Deposits
  In domestic offices ...............................  $46,128
  Noninterest-bearing .........................$16,282
  Interest-bearing ............................ 29,846
  In foreign offices, Edge and Agreement subsidiaries,
  and IBF's ..........................................  30,833
  Noninterest-bearing .........................$   199
  Interest-bearing ............................ 30,634

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
  of its Edge and Agreement subsidiaries, and in IBF's
  Federal funds purchased ............................. 16,779
  Securities sold under agreements to repurchase ......    810
Demand notes issued to the U.S. Treasury ..............  1,001
Trading liabilities ................................... 20,888
Other Borrowed money:
  With original maturity of one year or less ..........  6,505
  With original maturity of more than one year ........    602
Mortgage indebtedness and obligations under capitalized
  leases ..............................................     18
Bank's liability on acceptances executed and outstanding 1,126
Subordinated notes and debentures .....................  3,411
Other liabilities .....................................  6,287

TOTAL LIABILITIES .....................................134,388


                          EQUITY CAPITAL

Common stock ..........................................    620
Surplus ...............................................  4,524
Undivided profits and capital reserves ................  2,724
Net unrealized holding gains (Losses)
on available-for-sale securities ......................   (241)
Cumulative foreign currency translation adjustments ...      8

TOTAL EQUITY CAPITAL ..................................  7,635
                                                        ______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED 
  STOCK AND EQUITY CAPITAL .......................... $142,023
                                                    ==========


  I, Joseph L. Sclafani, S.V.P. & Controller of the 
  above-named bank, do hereby declare that this Report of
  Condition has been prepared in conformance with the in-
  structions issued by the appropriate Federal regulatory
  authority and is true to the best of my knowledge and
  belief.

                             JOSEPH L. SCLAFANI




  We, the undersigned directors, attest to the correctness 
  of this Report of Condition and declare that it has been
  examined by us, and to the best of our knowledge and
  belief has been prepared in conformance with the in-
  structions issued by the appropriate Federal regulatory
  authority and is true and correct.


             WALTER V. SHIPLEY        )
             EDWARD D. MILLER         ) DIRECTORS
             WILLIAM B. HARRISON      )
    




   
                                                        Exhibit 25.2.1

                       Exhibit 7 to Form T-1

                Consolidated Report of Condition of

                       THE BANK OF NEW YORK

              of 48 Wall Street, New York, N.Y. 10286
               And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 
1995, published in accordance with a call made by the Federal Reserve Bank of 
this District pursuant to the provisions of the Federal Reserve Act.

                                                    Dollar Amounts
ASSETS                                               in Thousands

Cash and balances due from depository institutions:
  Noninterest-bearing balances and
  currency and coin ...............................  $ 3,025,419
  Interest-bearing balances .......................      881,413
Securities:
  Held-to-maturity securities .....................    1,242,368
  Available-for-sale securities ...................    1,774,079
Federal funds sold in domestic
  offices of the bank .............................    5,503,445
Securities purchased under agreements to resell....      200,634
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income ..............................26,599,533
  LESS: Allowance for loan and
    lease losses ...........................516,283
  Loans and leases, net of unearned
    income and allowance ..........................   26,083,250
Assets held in trading accounts ...................    1,455,639
Premises and fixed assets (including
  capitalized leases) .............................      612,547
Other real estate owned ...........................       79,667
Investments in unconsolidated
  subsidiaries and associated
  companies .......................................      198,737
Customers' liability to this bank on
  acceptances outstanding .........................    1,111,464
Intangible assets .................................      105,263
Other assets ......................................    1,237,264
Total assets ......................................  $43,511,189



LIABILITIES
Deposits:
  In domestic offices .............................  $19,233,885
  Noninterest-bearing ....................7,677,954
  Interest-bearing ......................11,555,931
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ................  12,641,676
  Noninterest-bearing .......................72,479
  Interest-bearing ......................12,569,197
Federal funds purchased and secu-
  rities sold under agreements to re-
  purchase in domestic offices of
  the bank and of its Edge and
  Agreement subsidiaries, and in IBFs:
  Federal funds purchased .........................    1,747,659
  Securities sold under agreements
    to repurchase .................................       73,553
Demand notes issued to the U.S. Treasury...........      300,000
Trading liabilities ...............................      738,317
Other borrowed money:
  With original maturity of one year
    or less .......................................    1,586,443
  With original maturity of more than
    one year ......................................      220,877
Bank's liability on acceptances exe-
  cuted and outstanding ...........................    1,113,102
Subordinated notes and debentures .................    1,053,860
Other liabilities .................................    1,489,252
Total liabilities .................................   40,198,624

EQUITY CAPITAL
Common stock ......................................      942,284
Surplus ...........................................      525,666
Undivided profits and capital
  reserves ........................................    1,849,221
Net unrealized holding gains
  (losses) on available-for-sale
  securities ......................................  (       662)
Cumulative foreign currency transla-
  tion adjustments ................................  (     3,944)
Total equity capital ..............................    3,312,565
Total liabilities and equity
  capital .........................................  $43,511,189

     I, Robert E. Keilman, Senior Vice President and Comptroller of the 
above-named bank do hereby declare that this Report of Condition has been 
prepared in conformance with the instructions issued by the Board of Governors 
of the Federal Reserve System and is true to the best of my knowledge and 
belief.

                                         Robert E. Keilman

     We, the undersigned directors, attest to the correctness of this Report 
of Condition and declare that it has been examined by us and to the best of 
our knowledge and belief has been prepared in conformance with the 
instructions issued by the Board of Governors of the Federal Reserve System 
and is true and correct.


     J. Carter Bacot     )
     Thomas A. Renyi     )    Directors
     Samuel F. Chevalier )
    










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