Exhibit 12

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


                                                                         Year Ended
                                                        1998       1997     1996     1995     1994 
                                                                               
Fixed Charges:
     Interest expensed                                   114         79       76       89       80 
     Interest capitalized                                 43         51       45       30       12 
     Amortized premiums/discounts
       related to indebtedness                             -          -        -        -        - 
     Amortized capitalized expenses
       related to indebtedness                             -          -        -        -        - 
     Estimate of the interest within rental expense       19         18       18       22       22 
     Preference security dividend requirements
       of consolidated subsidiaries                        -         35        -        -        - 
     Charges arising from guarantees of equity
       investees                                          67         58       13        -        - 
Total Fixed Charges                                      243        241      152      141      114 


Earnings
     Pre-tax income from continuing operations           689        966      845    1,259      471 
     Less:
       Partnership income                                 33        133      144      152       98 
     Sub-total                                           656        833      701    1,107      373 
     Add:
       Fixed charges                                     243        241      152      141      114 
       Amortization of capitalized interest               17         14       12       11       10 
       Distributed income of equity investees            123        126      141       97      128 
       UCC's share of pre-tax losses of equity
         investees for which charges arising from
         guarantees are included in fixed charges        (62)       (43)     (22)       -        - 
     Less:
       Interest capitalized                               43         51       45       30       12 
       Preference security dividend requirements
         of consolidated subsidiaries                      -         35        -        -        - 
       Minority interest in pre-tax income of
         subsidiaries that have not incurred 
         fixed charges                                     -          -        -        -        - 
     Total Earnings                                      934      1,085      939    1,326      613 

Ratio of Earnings to Fixed Charges                       3.8        4.5      6.2      9.4      5.4 

<FN>
For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of pre-tax 
income of consolidated companies from continuing operations before adjustment for minority 
interests in consolidated subsidiaries or income or loss from equity investees plus (a) fixed 
charges,  (b) amortization of capitalized interest, (c) distributed income of equity investees and 
(d) Union Carbide's share of pre-tax losses of equity investees for which charges arising from 
guarantees are included in fixed charges less (a) interest capitalized, (b) preference security 
dividend requirements of consolidated subsidiaries, and (c) the minority interest in pre-tax 
income of subsidiaries that have not incurred fixed charges.  Fixed charges means the sum of (a) 
interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses 
related to indebtedness, (c) an estimate of the interest within rental expense, and (d) preference 
security dividend requirements of consolidated subsidiaries. Union Carbide has a 45 percent equity 
investment in EQUATE Petrochemical Company ("EQUATE").  During 1998, 1997, and in the last quarter 
of 1996, Union Carbide severally guaranteed 45 percent of EQUATE's long-term debt and working 
capital financing needs.  During the first three quarters of 1996, Union Carbide severally 
guaranteed up to $225 million of EQUATE's interim debt.  Interest charges on outstanding 
borrowings guaranteed by Union Carbide totaled $67 million, $58 million and $13 million for the 
years ended December 31, 1998, 1997 and 1996, respectively, and have been included, along with 
Union Carbide's equity in EQUATE's pre-tax loss for the same periods, in the calculation of the 
ratio of earnings to fixed charges.
</FN>