Exhibit 4.2

                               DEED OF COVENANT

THIS DEED OF COVENANT is made on 27th March, 2002 by each of Ciba Specialty
Chemicals Corporation, Ciba Specialty Chemicals PLC, Ciba Spezialitatenchemie
Holding Deutschland GmbH and Ciba Specialty Chemicals Eurofinance Ltd. (each
an "ISSUER") in favour of the account holders of Clearstream Banking, societe
anonyme ("CLEARSTREAM, LUXEMBOURG") and Euroclear Bank S.A./N.V. as operator
of the Euroclear System ("EUROCLEAR"), or any successor to the business
thereof or any other additional clearing system or systems as are specified in
the Pricing Supplement relating to any Note (as defined below) (each a
"CLEARING SYSTEM").

WHEREAS:

(A)      Each Issuer has entered into an amended and restated Program
         Agreement (the "PROGRAM AGREEMENT", which expression includes the
         same as it may be amended, supplemented, novated or restated from
         time to time) dated 27th March, 2002 with Ciba Specialty Chemicals
         Holding Inc. (the "GUARANTOR") and the Dealers named therein under
         which the relevant Issuer proposes from time to time to issue Euro
         Medium Term Notes (the "NOTES"), which amends and restates the
         amended and restated program agreement dated 16th June, 2000 with
         Ciba Specialty Chemicals Corporation, Ciba Specialty Chemicals PLC,
         Ciba Spezialitatenchemie Holdings Deutschland GmbH, Ciba Specialty
         Chemicals Eurofinance Ltd., the Guarantor and the Dealers named
         therein (the "PRINCIPAL PROGRAM AGREEMENT").

(B)      Each Issuer has also entered into an amended and restated Agency
         Agreement (the "AGENCY AGREEMENT", which expression includes the same
         as it may be amended, supplemented, novated or restated from time to
         time) dated 27th March, 2002 between, inter alios, the Issuer and
         JPMorgan Chase Bank (the "AGENT").

(C)      The Notes will initially be represented by, and comprised in,
         Temporary Global Notes (the "TEMPORARY GLOBAL NOTES") and thereafter
         may be represented by, and comprised in, Permanent Global Notes (the
         "PERMANENT GLOBAL NOTES" and together with the Temporary Global
         Notes, the "GLOBAL NOTES"), such Global Notes representing a certain
         number of underlying Notes (the "UNDERLYING NOTES").

(D)      Each Global Note will, after issue, be deposited with a common
         depository for one or more Clearing Systems (each such Clearing
         System or all such Clearing Systems together, the "RELEVANT CLEARING
         SYSTEM"). Upon such deposit of a Global Note the Underlying Notes
         represented by such Global Note will be credited to a securities
         account or securities accounts with the Relevant Clearing System. Any
         account holder with the Relevant Clearing System which has Underlying
         Notes credited to its securities account from time to time (each a
         "RELEVANT ACCOUNT HOLDER") will, subject to and in accordance with
         the terms and conditions and operating procedures or management
         regulations of the Relevant Clearing System, be entitled to transfer
         such Underlying Notes and (subject to and upon payment being made by
         the relevant Issuer to the bearer in accordance with the terms of the
         relevant Global Note) will be entitled to receive payments from the
         Relevant Clearing System calculated by reference to the Underlying
         Notes credited to its securities account.

(E)      In certain circumstances specified in each Global Note, a Global Note
         will become void. The time at which a Global Note becomes void is
         hereinafter referred to as the "RELEVANT TIME". In such circumstances
         each Relevant Account Holder will, subject to and in accordance with
         the terms of this Deed, acquire against the relevant Issuer all those
         rights which such Relevant Account Holder would have had if, prior to
         the Global Note becoming void, duly executed


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                                      2


         and authenticated Definitive Note(s) (as defined in the Agency
         Agreement) and, if the Notes are repayable in instalments, receipts
         in respect thereof (the "Receipts") and interest coupons (the
         "Coupons") appertaining to the Definitive Note(s) (if appropriate)
         had been issued in respect of its Underlying Note(s) and such
         Definitive Notes(s), Receipts (if appropriate) and Coupons (if
         appropriate) were held and beneficially owned by such Relevant
         Account Holder.

(F)      The obligations of each Issuer under this Deed have been guaranteed
         by the Guarantor pursuant to the amended and restated Deed of
         Guarantee (the "Guarantee") executed by the Guarantor on 27th March,
         2002 and an executed copy of the Guarantee has been deposited with
         and shall be held by the Agent for the time being for the Notes. A
         copy of the Guarantee shall be available for inspection at the office
         of the Agent for the time being (being at the date hereof at Trinity
         Tower, 9 Thomas More Street, London E1 9YT).

(G)      This Deed of Covenant amends and restates the amended and restated
         Deed of Covenant entered into by Ciba Specialty Chemicals
         Corporation, Ciba Specialty Chemicals PLC and Ciba
         Spezialitatenchemie Holding Deutschland GmbH dated 30th March, 2001.
         This Deed of Covenant does not affect any Notes issued pursuant to
         the Principal Program Agreement prior to the date hereof.

NOW THIS DEED WITNESSES AS FOLLOWS:

1.       If any Global Note becomes void in accordance with the terms thereof
         the relevant Issuer hereby undertakes and covenants with each
         Relevant Account Holder (other than when any Relevant Clearing System
         is an account holder of any other Relevant Clearing System) that each
         Relevant Account Holder shall automatically acquire at the Relevant
         Time, without the need for any further action on behalf of any
         person, against the relevant Issuer all those rights which such
         Relevant Account Holder would have had if at the Relevant Time it
         held and beneficially owned duly executed and authenticated
         Definitive Note(s), Receipts (if appropriate) and Coupons (if
         appropriate) in respect of each Underlying Note represented by such
         Global Note which such Relevant Account Holder has credited to its
         securities account with the Relevant Clearing System at the Relevant
         Time. The relevant Issuer's obligation pursuant to this clause shall
         be a separate and independent obligation by reference to each
         Underlying Note which a Relevant Account Holder has credited to its
         securities account with the Relevant Clearing System and the relevant
         Issuer agrees that a Relevant Account Holder may assign its rights
         hereunder in whole or in part.

2.       The records of the Relevant Clearing System shall be conclusive
         evidence of the identity of the Relevant Account Holders and the
         number of Underlying Notes credited to the securities account of each
         Relevant Account Holder. For the purposes hereof a statement issued
         by the Relevant Clearing System stating:

         (i)      the name of the Relevant Account Holder to which such
                  statement is issued; and

         (ii)     the aggregate nominal amount of Underlying Notes credited to
                  the securities account of such Relevant Account Holder as at
                  the opening of business on the first day following the
                  Relevant Time on which the Relevant Clearing System is open
                  for business,

         shall be conclusive evidence of the records of the Relevant Clearing
         System at the Relevant Time.


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                                      3


3.       In the event of a dispute, the determination of the Relevant Time by
         the Relevant Clearing System shall be final and conclusive for all
         purposes in connection with the Relevant Account Holders with
         securities accounts with the Relevant Clearing System.

4.(a)    Where the Issuer is Ciba Specialty Chemicals Corporation:

         The Issuer will, subject to the exceptions and limitations set forth
         below, pay as additional interest on an Underlying Note such
         additional amounts as are necessary in order that the net amounts
         receivable pursuant to the terms of the Underlying Note by each
         Relevant Account Holder who is a United States Alien (as such term is
         defined below), after deduction for any present or future tax,
         assessment or governmental charge of the United States (as such term
         is defined below), or a political subdivision or authority thereof or
         therein, imposed by withholding with respect to the payment, will not
         be less than the amounts provided for in such Underlying Note to be
         then due and payable; provided, however, that the foregoing
         obligation to pay additional amounts shall not apply to:

         (i)      any tax, assessment or governmental charge that would not
                  have been so imposed but for the existence of any present or
                  former connection between such Relevant Account Holder (or
                  between a fiduciary, settlor, beneficiary, member or
                  shareholder of, or holder of power over, such holder, if
                  such Relevant Account Holder is an estate, trust,
                  partnership or corporation) and the United States,
                  including, without limitation, such Relevant Account Holder
                  (or fiduciary, settlor, beneficiary, member, shareholder or
                  holder of a power) being considered as:

                  (A)      being or having been present or engaged in a trade
                           or business in the United States or having or
                           having had a permanent establishment therein;

                  (B)      having a current or former relationship with the
                           United States, including a relationship as a
                           citizen or resident or being treated as a resident
                           thereof;

                  (C)      being or having been a personal holding company, a
                           controlled foreign corporation, a passive foreign
                           investment company, a foreign personal holding
                           company with respect to the United States, a
                           corporation that has accumulated earnings to avoid
                           United States Federal income tax or a private
                           foundation or other tax-exempt organisation; or

                  (D)      an actual or a constructive "10-per cent
                           shareholder" of the Issuer as defined in Section
                           871(h)(3) of the United States Internal Revenue
                           Code of 1986, as amended (the "CODE");

         (ii)     any Relevant Account Holder who is a fiduciary or
                  partnership or other than the sole beneficial owner of the
                  Underlying Note, but only to the extent that a beneficiary
                  or settlor with respect to such fiduciary or member of such
                  partnership or a beneficial owner of the Underlying Note
                  would not have been entitled to the payment of an additional
                  amount had such beneficiary, settlor, member or beneficial
                  owner been the Relevant Account Holder of such Underlying
                  Note;

         (iii)    any tax, assessment or governmental charge that would not
                  have been imposed or withheld but for the failure of the
                  Relevant Account Holder, if required, to comply with
                  certification, identification or information reporting
                  requirements under United States income tax laws, without
                  regard to any tax treaty, with respect to the payment,
                  concerning the nationality, residence, identity or
                  connection with the United States of the Relevant Account
                  Holder or a beneficial owner of such Underlying Note, if
                  such


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                                      4

                  compliance is required by United States income tax laws,
                  without regard to any tax treaty, as a precondition to
                  relief or exemption from such tax, assessment or
                  governmental charge;

         (iv)     any estate, inheritance, gift, sales, transfer, excise,
                  wealth or personal property tax or any similar tax,
                  assessment or governmental charge;

         (v)      any tax, assessment or governmental charge that is payable
                  otherwise than by withholding from the payment of the
                  amounts receivable in respect of such Underlying Note;

         (vi)     any tax, assessment or governmental charge required to be
                  withheld by any paying agent from such payment of amounts
                  receivable in respect of any Underlying Note, if such
                  payment can be made without such withholding by any other
                  paying agent; or

         (vii)    any combination of items (i), (ii), (iii), (iv), (v) or
                  (vi).

         As used in this Clause, "UNITED STATES" means the United States of
         America, the Commonwealth of Puerto Rico and each possession of the
         United States of America and place subject to its jurisdiction and
         "UNITED STATES ALIEN" means any corporation, partnership, individual
         or fiduciary that, as to the United States, is for United States
         Federal income tax purposes (A) a foreign corporation, (B) a foreign
         partnership one or more of the members of which is, for United States
         Federal income tax purposes, a foreign corporation, a non-resident
         alien individual or a non-resident alien fiduciary of a foreign
         estate or trust, (C) a non-resident alien individual or (D) a
         non-resident alien fiduciary of a foreign estate or trust.

(b)      Where the Issuer is Ciba Spezialitatenchemie Holding Deutschland
         GmbH:

         All payments in respect of the Underlying Note by the Issuer will be
         made without withholding or deduction for or on account of any
         present or future taxes or duties of whatever nature imposed or
         levied by or on behalf of Germany or any state (Bundesland),
         municipality or other political subdivision or any authority thereof
         or therein having power to tax, unless such withholding or deduction
         is required by law. In such event, the Issuer will pay such
         additional amounts as shall be necessary in order that the net
         amounts received by the Relevant Account Holders after such
         withholding or deduction shall equal the amounts which would
         otherwise have been receivable in respect of the Underlying Note in
         the absence of such withholding or deduction; except that no such
         additional amounts shall be payable with respect to any Underlying
         Note to or to the order of a Relevant Account Holder who is liable
         for such taxes or duties in respect of such Underlying Note by reason
         of his having some connection with Germany other than the mere
         holding of such Underlying Note or with respect to any Underlying
         Note presented for payment to a paying agent which is required to
         deduct or withhold an amount for or on account of such taxes or
         duties if such amount can be paid without any deduction or
         withholding for or on account of any taxes or duties by any other
         paying agent. Any advance income tax (Zinsabschlagsteuer) levied in
         Germany since 1993 as well as the solidarity surcharge
         (Solidaritatszuschlag) imposed thereon since 1995 do not constitute a
         withholding or deduction within the meaning of this Clause 4(b).

(c)      Where the Issuer is Ciba Specialty Chemicals PLC:

         All payments by the Issuer in respect of the Underlying Notes shall
         be made without withholding or deduction for or on account of any
         present or future tax, duty or charge of whatever nature imposed or
         levied by or on behalf of the United Kingdom, or any authority
         thereof or therein having power to tax unless the withholding or
         deduction is required by law.



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                                      5

         In that event, the Issuer shall pay such additional amounts as will
         result (after such withholding or deduction) in the receipt by the
         Relevant Account Holders of the sums which would have been receivable
         (in the absence of such withholding or deduction) from the Issuer in
         respect of their Underlying Notes; except that no such additional
         amounts shall be payable with respect to any Underlying Note to or to
         the order of a person liable to such tax, duty or charge in respect
         of such Underlying Note by reason of his having some connection with
         the United Kingdom other than the mere holding or ownership of such
         Underlying Note or with respect to any Underlying Note presented for
         payment to a paying agent which is required to deduct or withhold an
         amount for or on account of such tax, duty or charge if such amount
         can be paid without any deduction or withholding for or on account of
         any tax, duty or charge by any other paying agent.

(d)      Where the Issuer is Ciba Specialty Chemicals Eurofinance Ltd.:

         All payments by the Issuer in respect of the Underlying Notes shall
         be made without withholding or deduction for or on account of any
         present or future tax, duty or charge of whatever nature imposed or
         levied by or on behalf of Bermuda, or any authority thereof or
         therein having power to tax unless the withholding or deduction is
         required by law. In that event, the Issuer shall pay such additional
         amounts as will result (after such withholding or deduction) in the
         receipt by the Relevant Account Holders of the sums which would have
         been receivable (in the absence of such withholding or deduction)
         from the Issuer in respect of their Underlying Notes; except that no
         such additional amounts shall be payable with respect to any
         Underlying Note to or to the order of any person liable to such tax,
         duty or charge in respect of such underlying Note by reason of his
         having some connection with Bermuda other than the mere holding or
         ownership of such Underlying Note.

5.       Each Issuer hereby warrants, represents and covenants with each
         Relevant Account Holder that it has all corporate power, and has
         taken all necessary corporate or other steps, to enable it to
         execute, deliver and perform this Deed, and that this Deed
         constitutes a legal, valid and binding obligation of the relevant
         Issuer enforceable in accordance with its terms subject to the laws
         of bankruptcy and other laws affecting the rights of creditors
         generally.

6.       This Deed shall take effect as a Deed Poll for the benefit of the
         Relevant Account Holders from time to time and for the time being.
         This Deed shall be deposited with and held by a depository for
         Clearstream, Luxembourg and Euroclear, or any successor to the
         business thereof and for the time being (being at the date hereof
         JPMorgan Chase Bank at Trinity Tower, 9 Thomas More Street, London E1
         9YT) until all the obligations of each Issuer hereunder have been
         discharged in full.

7.       Each Issuer hereby acknowledges the right of every Relevant Account
         Holder to the production of, and the right of every Relevant Account
         Holder to obtain (upon payment of a reasonable charge) a copy of,
         this Deed, and further acknowledges and covenants that the
         obligations binding upon it contained herein are owed to, and shall
         be for the account of, each and every Relevant Account Holder, and
         that each Relevant Account Holder shall be entitled severally to
         enforce the said obligations against the relevant Issuer.

8.       No rights are conferred on any person under the Contracts (Rights of
         Third Parties) Act 1999 to enforce any term of this Deed, but this
         does not affect any right or remedy of any person which exists or is
         available apart from that Act.

9.       This Deed is governed by, and shall be construed in accordance with,
         the laws of England.


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                                      6


         Each Issuer hereby irrevocably agrees, for the exclusive benefit of
         the Relevant Account Holders, that the courts of England are to have
         jurisdiction to settle any dispute which may arise out of, or in
         connection with, this Deed and that accordingly any suit, action or
         proceedings (together referred to as "PROCEEDINGS") arising out of,
         or in connection with, this Deed may be brought in such courts. Each
         Issuer irrevocably waives any objection which it may have now or
         hereafter to the laying of the venue of any Proceedings in any such
         court and any claim that any such Proceedings have been brought in an
         inconvenient forum and further irrevocably agrees that a judgment in
         any Proceedings brought in the English courts shall be conclusive and
         binding upon the relevant Issuer and may be enforced in the courts of
         any other jurisdiction (subject to the laws of the jurisdiction in
         which enforcement is sought). Nothing contained in this Clause shall
         limit any right to take Proceedings against any Issuer in any other
         court of competent jurisdiction, nor shall the taking of Proceedings
         in one or more jurisdictions preclude the taking of Proceedings in
         any other jurisdiction, whether concurrently or not (subject to the
         laws of the relevant jurisdictions). Ciba Specialty Chemicals
         Corporation, Ciba Spezialitatenchemie Holding Deutschland GmbH and
         Ciba Specialty Chemicals Eurofinance Ltd. each hereby appoints Ciba
         Specialty Chemicals PLC at its registered office for the time being
         to accept service of process on its behalf. If Ciba Specialty
         Chemicals PLC shall cease to be registered under the laws of England
         and Wales, the relevant Issuer shall appoint another person with an
         office in London to accept such service. Nothing herein shall affect
         the right to serve process in any other manner permitted by law.

10.      This Deed may be executed by any one or more of the parties hereto in
         any number of counterparts, each of which shall be deemed to be an
         original, but all such counterparts shall together constitute one and
         the same instrument.

IN WITNESS whereof each Issuer has caused this Deed to be duly executed the
day and year first above mentioned.


EXECUTED as a Deed by CIBA                  )
SPECIALTY CHEMICALS                         )
CORPORATION                                 )
acting by                                   )    OLIVER STRUB   KIRK ERSTLING
and                                         )
acting under the authority of that company  )
in the presence of:                         )

Witness's         A. STEINER
Signature----------------------------------------
                  A. STEINER
Name     ----------------------------------------
                  C/o CIBA SPECIALTY CHEMICALS INC.
Address  ----------------------------------------
                  CH-4002 BASEL
         ----------------------------------------


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                                      7


EXECUTED as a Deed by CIBA                   )
SPECIALTY CHEMICALS                          )
PLC                                          )
acting by its attorney(s)                    )   OLIVER STRUB   KIRK ERSTLING
                                             )
in the presence of:                          )

Witness's         A. STEINER
Signature----------------------------------------
                  A. STEINER
Name     ----------------------------------------
                  C/o CIBA SPECIALTY CHEMICALS INC.
Address  ----------------------------------------
                  CH-4002 BASEL
         ----------------------------------------


EXECUTED as a Deed by CIBA                   )
SPEZIALITATENCHEMIE                          )
HOLDING DEUTSCHLAND GMBH                     )
acting by                                    )   OLIVER STRUB   KIRK ERSTLING
and                                          )
acting under the authority of that company   )
in the presence of:                          )

Witness's         A. STEINER
Signature----------------------------------------
                  A. STEINER
Name     ----------------------------------------
                  C/o CIBA SPECIALTY CHEMICALS INC.
Address  ----------------------------------------
                  CH-4002 BASEL
         ----------------------------------------


EXECUTED as a Deed under                     )
Seal by CIBA SPECIALTY CHEMICALS             )
EUROFINANCE LTD.                             )
and SIGNED and DELIVERED as                  )
a deed on its behalf by                      )
                                             )   OLIVER STRUB   KIRK ERSTLING
in the presence of:                          )

Witness's         A. STEINER
Signature----------------------------------------
                  A. STEINER
Name     ----------------------------------------
                  C/o CIBA SPECIALTY CHEMICALS INC.
Address  ----------------------------------------
                  CH-4002 BASEL
         ----------------------------------------


<PAGE>





                                                                CONFORMED COPY



                               27TH MARCH, 2002





                         CIBA SPECIALTY CHEMICALS PLC
                     CIBA SPECIALTY CHEMICALS CORPORATION
               CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
                   CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
                                  AS ISSUERS












                 ---------------------------------------------

                               DEED OF COVENANT

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                                    London