UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

FOR THE QUARTER ENDED September 30, 2004

Commission file number1-1463

UNION CARBIDE CORPORATION(Exact name of registrant as specified in its charter)

|New York(State or other jurisdiction of
incorporation or organization)                                                    |  |  |  | 13-1421730(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------------- |  |  |  | ----------------------------------------------
|400 West Sam Houston Parkway South, Houston, Texas    77042(Address of principal executive offices)            (Zip Code)
|Registrant's telephone number, including area code:713-978-2016                                                          
|Not applicable(Former name, former address and former fiscal year, if changed since last report)                         
|                                                                                                                          |  |  |  |                                               

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý.

At September 30, 2004, 1,000 shares of common stock were outstanding, all of which were held by the registrant's parent, The Dow Chemical Company.

The
registrant meets the conditions set forth in General Instructions H(1)(a) and (b) for Form 10-Q and is therefore filing this form with a reduced disclosure format.



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Union Carbide Corporation  Table of Contents

|                             |                                                                                                  | PAGE                                            
|---------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------
|PART IFINANCIAL INFORMATION |                                                                                                  |                                                 
|                             | Item 1.    Financial Statements                                                                  |                                                 
|                             |                                                                                                  | Consolidated Statements of Income               
|                             |                                                                                                  | Consolidated Balance Sheets                     
|                             |                                                                                                  | Consolidated Statements of Cash Flows           
|                             |                                                                                                  | Consolidated Statements of Comprehensive Income 
|                             |                                                                                                  | Notes to the Consolidated Financial Statements  
|                             | Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                 
|                             |                                                                                                  | Disclosure Regarding Forward-Looking Information
|                             |                                                                                                  | Results of Operations                           
|                             |                                                                                                  | Other Matters                                   
|                             | Item 3.    Quantitative and Qualitative Disclosures About Market Risk                            |                                                 
|                             | Item 4.    Controls and Procedures                                                               |                                                 
|PART IIOTHER INFORMATION    |                                                                                                  |                                                 
|                             | Item 1.    Legal Proceedings                                                                     |                                                 
|                             | Item 6.    Exhibits and Reports on Form 8-K                                                      |                                                 
|SIGNATURES                   |                                                                                                  | 24                                              
|EXHIBIT INDEX                |                                                                                                  | 25                                              

2

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PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries
Consolidated Statements of Income

|                                                  |                                                    | Three Months Ended |       | Nine Months Ended
|------------------------------------------------- | -------------------------------------------------- | ------------------ | ----- | -----------------
|
|                                                  | Net trade sales                                    |                    | $     | 75               
|                                                  | Net sales to related companies                     |                    |       | 1,427            
|                                                  |                                                    |                    |       |                  
|Total Net Sales                                   |                                                    |                    | 1,502 |                  
|                                                  |                                                    |                    |       |                  
|                                                  | Cost of sales                                      |                    |       | 1,331            
|                                                  | Research and development expenses                  |                    |       | 21               
|                                                  | Selling, general and administrative expenses       |                    |       | 5                
|                                                  | Amortization of intangibles                        |                    |       | 1                
|                                                  | Restructuring charges                              |                    |       |                 
|                                                  | Equity in earnings of nonconsolidated affiliates   |                    |       | 133              
|                                                  | Sundry income (expense)net                        |                    |       | (23              
|                                                  | Interest income                                    |                    |       | 2                
|                                                  | Interest expense and amortization of debt discount |                    |       | 24               
|                                                  |                                                    |                    |       |                  
|Income before Income Taxes and Minority Interests |                                                    |                    | 232   |                  
|                                                  |                                                    |                    |       |                  
|                                                  | Provision for income taxes                         |                    |       | 64               
|                                                  |                                                    |                    |       |                  
|Net Income Available for Common Stockholder       |                                                    | $                  | 168   |                  
|                                                  |                                                    |                    |       |                  
|Depreciation                                      |                                                    | $                  | 81    |                  
|                                                  |                                                    |                    |       |                  
|Capital Expenditures                              |                                                    | $                  | 32    |                  
|                                                  |                                                    |                    |       |                  

See Notes to the Consolidated Financial Statements.

3

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Union Carbide Corporation and Subsidiaries  Consolidated Balance Sheets

|In millions (Unaudited) |                                                                                  | Sept. 30,
2004                                                       |       | Dec. 31,
2003
|----------------------- | -------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ----- | -------------
|Assets                  |                                                                                  |                                                                      |       |              
|Current Assets          |                                                                                  |                                                                      |       |              
|                        | Cash and cash equivalents                                                        |                                                                      | $     | 23           
|                        | Accounts receivable:                                                             |                                                                      |       |              
|                        |                                                                                  | Trade (net of allowance for doubtful receivables2004: $4; 2003: $4) |       |              
|                        |                                                                                  | Related companies                                                    |       |              
|                        |                                                                                  | Other                                                                |       |              
|                        | Notes receivable from related companies                                          |                                                                      |       | 46           
|                        | Inventories                                                                      |                                                                      |       | 190          
|                        | Deferred income tax assetscurrent                                               |                                                                      |       | 46           
|                        | Asbestos-related insurance receivablescurrent                                   |                                                                      |       | 150          
|                        |                                                                                  |                                                                      |       |              
|                        | Total current assets                                                             |                                                                      |       | 1,043        
|                        |                                                                                  |                                                                      |       |              
|Investments             |                                                                                  |                                                                      |       |              
|                        | Investments in related companies                                                 |                                                                      |       | 461          
|                        | Investments in nonconsolidated affiliates                                        |                                                                      |       | 907          
|                        | Other investments                                                                |                                                                      |       | 23           
|                        | Noncurrent receivables                                                           |                                                                      |       | 14           
|                        | Noncurrent receivable from related company                                       |                                                                      |       | 195          
|                        |                                                                                  |                                                                      |       |              
|                        | Total investments                                                                |                                                                      |       | 1,600        
|                        |                                                                                  |                                                                      |       |              
|Property                |                                                                                  |                                                                      |       |              
|                        | Property                                                                         |                                                                      |       | 7,294        
|                        | Less accumulated depreciation                                                    |                                                                      |       | 5,193        
|                        |                                                                                  |                                                                      |       |              
|                        | Net property                                                                     |                                                                      |       | 2,101        
|                        |                                                                                  |                                                                      |       |              
|Other Assets            |                                                                                  |                                                                      |       |              
|                        | Goodwill                                                                         |                                                                      |       | 26           
|                        | Other intangible assets (net of accumulated amortization2004: $122; 2003: $118) |                                                                      |       | 14           
|                        | Deferred income tax assetsnoncurrent                                            |                                                                      |       | 674          
|                        | Asbestos-related insurance receivablesnoncurrent                                |                                                                      |       | 1,145        
|                        | Deferred charges and other assets                                                |                                                                      |       | 144          
|                        |                                                                                  |                                                                      |       |              
|                        | Total other assets                                                               |                                                                      |       | 2,003        
|                        |                                                                                  |                                                                      |       |              
|Total Assets            |                                                                                  | $                                                                    | 6,747 |              
|                        |                                                                                  |                                                                      |       |              

See Notes to the Consolidated Financial Statements.

4

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Union Carbide Corporation and Subsidiaries  Consolidated Balance Sheets

|In millions (Unaudited)                    |                                                      | Sept. 30,
2004    |       | Dec. 31,
2003 |    
|------------------------------------------ | ---------------------------------------------------- | ----------------- | ----- | ------------- | ---
|Liabilities and Stockholder's Equity       |                                                     
|Current Liabilities                        |                                                      |                   |       |               |    
|                                           | Notes payable:                                       |                   |       |               |    
|                                           |                                                      | Related companies |       | $             | 87 
|                                           |                                                      | Other             |       |               | 4  
|                                           | Long-term debt due within one year                   |                   |       | 15            |    
|                                           | Accounts payable:                                    |                   |       |               |    
|                                           |                                                      | Trade             |       |               | 226
|                                           |                                                      | Related companies |       |               | 232
|                                           |                                                      | Other             |       |               | 34 
|                                           | Income taxes payable                                 |                   |       | 185           |    
|                                           | Asbestos-related liabilitiescurrent                 |                   |       | 109           |    
|                                           | Accrued and other current liabilities                |                   |       | 279           |    
|                                           |                                                      |                   |       |               |    
|                                           | Total current liabilities                            |                   |       | 1,171         |    
|                                           |                                                      |                   |       |               |    
|Long-Term Debt                             |                                                      |                   | 1,257 |               |    
|                                           |                                                      |                   |       |               |    
|Other Noncurrent Liabilities               |                                                      |                   |       |               |    
|                                           | Pension and other postretirement benefitsnoncurrent |                   |       | 512           |    
|                                           | Asbestos-related liabilitiesnoncurrent              |                   |       | 1,586         |    
|                                           | Other noncurrent obligations                         |                   |       | 439           |    
|                                           |                                                      |                   |       |               |    
|                                           | Total other noncurrent liabilities                   |                   |       | 2,537         |    
|                                           |                                                      |                   |       |               |    
|Minority Interest in Subsidiaries          |                                                      |                   | 3     |               |    
|                                           |                                                      |                   |       |               |    
|Stockholder's Equity                       |                                                      |                   |       |               |    
|                                           | Common stock (1,000 shares authorized and issued)    |                   |       |              |    
|                                           | Additional paid-in capital                           |                   |       |              |    
|                                           | Retained earnings                                    |                   |       | 2,143         |    
|                                           | Accumulated other comprehensive loss                 |                   |       | (364          | )  
|                                           |                                                      |                   |       |               |    
|                                           | Net stockholder's equity                             |                   |       | 1,779         |    
|                                           |                                                      |                   |       |               |    
|Total Liabilities and Stockholder's Equity |                                                      | $                 | 6,747 |               | $  
|                                           |                                                      |                   |       |               |    

See Notes to the Consolidated Financial Statements.

5

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Union Carbide Corporation and Subsidiaries  Consolidated Statements of Cash Flows

|                     |  |                                                                                               |  | Nine Months Ended |     
|-------------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------- | ----
|
|Operating Activities |  |                                                                                               |  |                   |     
|                     |  | Net Income Available for Common Stockholder                                                   |  | $                 | 397 
|                     |  | Adjustments to reconcile net income to net cash provided by
operating activities:             |  |                   |     
|                     |  | Depreciation and amortization                                                                 |  |                   | 258 
|                     |  | Provision (Credit) for deferred income tax                                                    |  |                   | 177 
|                     |  | Earnings/losses of nonconsolidated affiliates in excess of
                dividends received |  |                   | (285
|                     |  | Net gain on sales of investments                                                              |  |                   | (1  
|                     |  | Net gain on sales of property                                                                 |  |                   | (7  
|                     |  | Other net loss                                                                                |  |                   | 1   
|                     |  | Net gain on sales of nonconsolidated affiliates                                               |  |                   | (1  
|                     |  | Restructuring charges                                                                         |  |                   | 37  
|                     |  | Changes in assets and liabilities that provided (used) cash:                                  |  |                   |     
|                     |  | Accounts and notes receivable                                                                 |  |                   | 5   
|                     |  | Related company receivables                                                                   |  |                   | 16  
|                     |  | Inventories                                                                                   |  |                   | (8  
|                     |  | Accounts payable                                                                              |  |                   | 4   
|                     |  | Related company payables                                                                      |  |                   | 9   
|                     |  | Other assets and liabilities                                                                  |  |                   | (319
|                     |  |                                                                                               |  |                   |     
|                     |  | Cash provided by operating activities                                                         |  |                   | 283 
|                     |  |                                                                                               |  |                   |     
|Investing Activities |  |                                                                                               |  |                   |     
|                     |  | Capital expenditures                                                                          |  |                   | (91 
|                     |  | Proceeds from sales of property                                                               |  |                   | 10  
|                     |  | Proceeds from sale of consolidated company                                                    |  |                   |    
|                     |  | Investments in nonconsolidated affiliates                                                     |  |                   | (1  
|                     |  | Increase in noncurrent receivable from related company                                        |  |                   | (195
|                     |  | Collection of noncurrent notes receivable from related company                                |  |                   |    
|                     |  | Proceeds from sales of nonconsolidated affiliates                                             |  |                   | 1   
|                     |  | Purchases of investments                                                                      |  |                   |    
|                     |  | Proceeds from sales of investments                                                            |  |                   | 9   
|                     |  |                                                                                               |  |                   |     
|                     |  | Cash provided by (used in) investing activities                                               |  |                   | (267
|                     |  |                                                                                               |  |                   |     
|Financing Activities |  |                                                                                               |  |                   |     
|                     |  | Changes in short-term notes payable                                                           |  |                   | 2   
|                     |  | Payments on long-term debt                                                                    |  |                   | (16 
|                     |  | Distributions to minority interests                                                           |  |                   |    
|                     |  |                                                                                               |  |                   |     
|                     |  | Cash used in financing activities                                                             |  |                   | (14 
|                     |  |                                                                                               |  |                   |     
|Summary              |  |                                                                                               |  |                   |     
|                     |  | Increase (Decrease) in cash and cash equivalents                                              |  |                   | 2   
|                     |  | Cash and cash equivalents at beginning of year                                                |  |                   | 21  
|                     |  |                                                                                               |  |                   |     
|                     |  | Cash and cash equivalents at end of period                                                    |  | $                 | 23  
|                     |  |                                                                                               |  |                   |     

See Notes to the Consolidated Financial Statements.

6

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Union Carbide Corporation and Subsidiaries  Consolidated Statements of Comprehensive Income

|                                              |                                                      | Three Months Ended |     | Nine Months Ended
|--------------------------------------------- | ---------------------------------------------------- | ------------------ | --- | -----------------
|
|Net Income Available for Common Stockholder   |                                                      | $                  | 168 |                  
|                                              |                                                      |                    |     |                  
|Other Comprehensive Income (Loss), Net of Tax |                                                      |                    |     |                  
|                                              | Unrealized gains on investments                      |                    |     |                 
|                                              | Translation adjustments                              |                    |     | (7               
|                                              | Net gain on cash flow hedging derivative instruments |                    |     | 1                
|                                              |                                                      |                    |     |                  
|                                              | Total other comprehensive income (loss)              |                    |     | (6               
|                                              |                                                      |                    |     |                  
|Comprehensive Income                          |                                                      | $                  | 162 |                  
|                                              |                                                      |                    |     |                  

See Notes to the Consolidated Financial Statements.

7

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Union Carbide Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A    CONSOLIDATED FINANCIAL STATEMENTS

The unaudited interim consolidated financial statements of Union Carbide Corporation and its subsidiaries (the "Corporation" or "UCC") were prepared in accordance
with accounting principles generally accepted in the United States of America ("GAAP") and reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are
considered necessary for the fair presentation of the results for the periods presented.

The
Corporation is a wholly owned subsidiary of The Dow Chemical Company ("Dow"). In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share," the presentation of earnings per share is not required in financial statements of wholly owned subsidiaries.

The
Corporation's business activities comprise components of Dow's global operations rather than stand-alone operations. Dow conducts its worldwide operations through global businesses.
Because there are no separable reportable business segments for UCC under SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," and no detailed business
information is provided to a chief operating decision maker regarding the Corporation's stand-alone operations, the Corporation's results are reported as a single operating segment.

Intercompany
transactions and balances are eliminated in consolidation. Transactions with the Corporation's parent company, Dow, or other Dow subsidiaries have been reflected as related
company transactions in the consolidated financial statements. See Note I for further discussion.

Certain
reclassifications of prior year's amounts have been made to conform to the presentation adopted for 2004. These statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003.

NOTE B    ACCOUNTING CHANGES

In December 2003, the Financial Accounting Standards Board ("FASB") revised SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits." The revised standard requires new disclosures in addition to those required by the original standard about the assets, obligations, cash flows and net periodic benefit cost
of defined benefit pension plans and other defined benefit postretirement plans. As revised, SFAS No. 132 was effective for financial statements with fiscal years ending after
December 15, 2003. The interim-period disclosures required by this standard are effective for interim periods beginning after December 15, 2003. See Note H for the required
disclosures.

In
March 2004, the FASB ratified the consensus reached by the Emerging Issues Task Force ("EITF") with respect to EITF Issue No. 03-16, "Accounting for
Investments in Limited Liability Companies." According to EITF Issue No. 03-16, a limited liability company ("LLC") that maintains a "specific ownership account" for each investor
should be viewed similar to a limited partnership for determining whether a noncontrolling investment in an LLC should be accounted for using the cost or equity method. The consensus applies to all
investments in LLCs (except those required to be accounted for as debt securities) and is effective for reporting periods beginning after June 15, 2004. The Corporation has reviewed its
investments in LLCs and has determined that UCC's current accounting treatment for these investments is consistent with the guidance in EITF Issue No. 03-16.

In
May 2004, the FASB issued FASB Staff Position ("FSP") No. 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003." The FSP provides accounting guidance for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") to a sponsor
of a postretirement health care plan that has concluded that prescription drug benefits available under the plan are "actuarially equivalent" and thus qualify for a subsidy under the Act. The
Corporation adopted the provisions of FSP No. 106-2 in the third quarter of 2004. See Note H regarding the impact of adoption in the third quarter of 2004 and the required
disclosures.

In
July 2004, the FASB ratified the consensuses reached by the EITF with respect to EITF Issue No. 02-14, "Whether Investors Should Apply the Equity Method of
Accounting to Investments Other Than Common Stock." According to EITF Issue No. 02-14, when an investor has the ability to exercise significant influence over the operating and
financial policies of an investee, the equity method of accounting should be applied to investments in common stock and in-substance common stock. EITF Issue No. 02-14
addresses the determination of whether an investment is in-substance common stock and when to perform that evaluation, but does not address the determination of whether an investor has the
ability to exercise significant influence over the operating and financial policies of the investee. The consensuses in this Issue apply to reporting periods beginning after September 15, 2004.
The Corporation has reviewed its investments and has determined that its current accounting treatment for these investments is consistent with the guidance in EITF Issue No. 02-14.

8

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NOTE C    IMPAIRMENT OF LONG-LIVED ASSETS

In the first quarter of 2003, certain studies regarding non-strategic or under-performing assets were completed and management made decisions relative
to certain assets. These decisions resulted in the write-off of the net book value of three manufacturing facilities totaling $24 million and included in "Cost of sales" (the
largest of which was $16 million associated with the impairment of the ethylene production facilities in Seadrift, Texas, which was shut down in the third quarter of 2003), and the impairment
of a chemical transport vessel (sold in the second quarter of 2003) of $11 million included in "Sundry income (expense)net."

NOTE D    RESTRUCTURING

In the second quarter of 2004, the Corporation recorded restructuring charges totaling $48 million resulting from decisions made by management in the
second quarter relative to employment levels as Dow restructured its business organization and as the Corporation finalized plans for additional plant shutdowns and divestitures. The charges included
severance of $21 million for a workforce reduction of approximately 360 people, most of whom were expected to end their employment with UCC by the end of the third quarter of 2004, and
curtailment costs of $9 million associated with UCC's defined benefit plans. The charges also included asset impairments totaling $18 million related to the shutdown of a latex
manufacturing facility ($8 million) and the pending sale of a marine terminal ($10 million).

As
of September 30, 2004, the Corporation's workforce had been reduced by 249 people due to this restructuring. Severance of $10 million was paid to 200 former employees;
severance of $4 million was deferred until 2005 by 49 former employees. At September 30, 2004, an accrual of $7 million (excluding the deferred severance) remained for
approximately 120 employees, most of whom will end their employment with UCC by the end of 2004.

NOTE E    INVENTORIES

The following table provides a breakdown of inventories at September 30, 2004 and December 31, 2003:

|InventoriesIn millions |  | Sept. 30,
2004 |     | Dec. 31,
2003
|---------------------- |  | -------------- | --- | -------------
|Finished goods         |  | $              | 67  |              
|Work in process        |  |                | 22  |              
|Raw materials          |  |                | 32  |              
|Supplies               |  |                | 69  |              
|                       |  |                |     |              
|Total inventories      |  | $              | 190 |              
|                       |  |                |     |              

The
reserves reducing inventories from the first-in, first-out ("FIFO") basis to the last-in, first-out ("LIFO") basis amounted to
$131 million at September 30, 2004 and $96 million at December 31, 2003.

NOTE F    OTHER INTANGIBLE ASSETS

The following table provides information regarding the Corporation's other intangible assets:

|                                     |                                    | At September 30, 2004 |   | At December 31, 2003
|------------------------------------ | ---------------------------------- | --------------------- | - | --------------------
|
|Intangible assets with finite lives: |                                    |                       |   |                     
|                                     | Licenses and intellectual property |                       | $ | 36                  
|                                     | Patents                            |                       |   | 5                   
|                                     | Software                           |                       |   | 94                  
|                                     | Other                              |                       |   | 1                   
|                                     |                                    |                       |   |                     
|                                     | Total                              |                       | $ | 136                 
|                                     |                                    |                       |   |                     

9

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Amortization
expense for other intangible assets (not including software) was $1 million in the third quarters of 2004 and 2003. Year to date, amortization expense for other
intangible assets (not including software) was $3 million in 2004 and 2003. Amortization expense for software, which is included in "Cost of sales," totaled $0.5 million in the third
quarter of 2004, compared with $0.4 million in the third quarter of last year. Year to date, amortization expense for software was $1.2 million in 2004 and 2003.

Total
estimated amortization expense for 2004 and the five succeeding fiscal years is as follows:

|In millions |  | Estimated
Amortization
Expense
|----------- |  | ------------------------------
|2004        |  | $                             
|2005        |  |                               
|2006        |  |                               
|2007        |  |                               
|2008        |  |                               
|2009        |  |                               



NOTE G    COMMITMENTS AND CONTINGENT LIABILITIES

Environmental

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably
estimated, based on current law and existing technologies. The Corporation had accrued obligations of $109 million at December 31, 2003 for environmental remediation and restoration
costs, including $33 million for the remediation of Superfund sites. At September 30, 2004, the Corporation had accrued obligations of $105 million for environmental remediation
and restoration costs, including $28 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to
environmental matters for which the Corporation has accrued liabilities, although the ultimate cost with respect to these particular matters could range up to twice that amount. Inherent uncertainties
exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and
restoration. It is the opinion of the Corporation's management that the possibility is remote that costs in excess of those accrued or disclosed will have a material adverse impact on the
Corporation's consolidated financial statements.

Litigation

The following disclosure should be read in conjunction with the Corporation's Annual Report on Form 10-K for the year ended December 31,
2003.

The
Corporation and its subsidiaries are involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range of matters, including,
but not limited to: product liability; trade regulation; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes; and commercial disputes.

Separately,
the Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally
allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in
the past, alleged exposure to asbestos-containing products located on UCC's premises, and UCC's responsibility for asbestos suits filed against a former subsidiary, Amchem Products, Inc.
("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to
the Corporation's products.

Influenced
by the bankruptcy filings of numerous defendants in asbestos-related litigation and the prospects of various forms of state and national legislative reform, the rate at which
plaintiffs filed asbestos-related suits against various companies, including the Corporation and Amchem, increased in 2001, 2002 and the first half of 2003. The rate of filing significantly abated in
the second half of 2003 and the first nine months of 2004. The Corporation
expects more asbestos-related suits to be filed against it and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

10

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At
the end of 2001 and through the third quarter of 2002, the Corporation had concluded it was not possible to estimate its cost of disposing of asbestos-related claims that might be
filed against it and Amchem in the future due to a number of reasons. During the third and fourth quarters of 2002, the Corporation worked with Analysis, Research & Planning Corporation
("ARPC"), a consulting firm with broad experience in estimating resolution costs associated with mass tort litigation, including asbestos, to explore whether it would be possible to estimate the cost
of disposing of pending and future asbestos-related claims that have been, and could reasonably be expected to be, filed against the Corporation and Amchem. ARPC concluded that it was not possible to
estimate the full range of the cost of resolving future asbestos-related claims against UCC and Amchem because of various uncertainties associated with the litigation of those claims. Despite its
inability to estimate the full range of the cost of resolving future asbestos-related claims, ARPC advised the Corporation that it would be possible to determine an estimate of a reasonable forecast
of the cost of resolving pending and future asbestos-related claims likely to face UCC and Amchem if the following assumptions were made:



Based
on the resulting study completed by ARPC in January 2003, the Corporation increased its December 31, 2002 asbestos-related liability for pending and future claims for
the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Approximately 28 percent of the recorded liability related to pending claims
and approximately 72 percent related to future claims.

At
each balance sheet date, the Corporation compares current asbestos claim and resolution activity to the assumptions in the ARPC study to determine whether the accrual continues to be
appropriate. In addition, in
November 2003, the Corporation requested ARPC to review the asbestos claim and resolution activity during 2003 and determine the appropriateness of updating its study. In response to that
request, ARPC reviewed and analyzed data through November 25, 2003 to determine the number of asbestos-related filings and costs associated with 2003 activity. In January 2004, ARPC
stated that an update at that time would not provide a more likely estimate of future events than that reflected in its study of the previous year and, therefore, the estimate in that study remained
applicable. Based on the Corporation's own review of the asbestos claim and resolution activity and ARPC's response, the Corporation determined that no change to the accrual was required at that time.
Management noted, however, that the total number of claims filed in 2003 did exceed the number of claims assumed to be filed in the ARPC study. After consultation with outside counsel and other
consultants, management believes this fact was strongly influenced by the pending national legislation and tort reform initiatives in key states. The total number of claims filed and received in the
first nine months of 2004 was in line with the number of claims assumed to be filed in the ARPC study. Based on the Corporation's review of 2004 activity, the Corporation determined that no change to
the accrual was required at September 30, 2004.

The
asbestos-related liability for pending and future claims was $1.7 billion at September 30, 2004 and $1.9 billion at December 31, 2003. At
September 30, 2004, approximately 37 percent of the recorded liability related to pending claims and approximately 63 percent related to future claims. At December 31,
2003, approximately 33 percent of the recorded liability related to pending claims and approximately 67 percent related to future claims.

At
December 31, 2002, the Corporation increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its
asbestos product liability coverage. Combined with the previously mentioned increase in the asbestos-related liability at December 31, 2002, this resulted in a net income statement impact of
$828 million, $522 million on an after-tax basis, in the fourth quarter of 2002. The insurance receivable related to the asbestos liability was determined after a thorough
review of applicable insurance policies and the 1985 Wellington Agreement, to which the Corporation and many of its liability insurers are signatory parties, as well as other insurance settlements,
with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The
receivable for insurance recoveries related to asbestos liability was $749 million at September 30, 2004 and $1.0 billion at December 31, 2003. At September 30,
2004, $505 million of the receivable for insurance recoveries was due from insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place
regarding their asbestos-related insurance coverage.

In
addition, the Corporation had receivables for defense and resolution costs submitted to insurance carriers for reimbursement as follows:

11

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|Receivables for Costs Submitted to Insurance Carriers |  |  
|----------------------------------------------------- |  | -
|
|Receivables for defense costs                         |  | $
|Receivables for resolution costs                      |  |  
|                                                      |  |  
|Total                                                 |  | $
|                                                      |  |  

The
Corporation's insurance policies generally provide coverage for asbestos liability costs, including coverage for both resolution and defense costs. As previously noted, the
Corporation increased its receivable for insurance recoveries related to its asbestos liability at December 31, 2002, thereby recording the full favorable income statement impact of its
insurance coverage in 2002. Accordingly, defense and resolution costs recovered from insurers reduce the insurance receivable. Prior to increasing the insurance receivable related to the asbestos
liability at December 31, 2002, the impact on results of operations for defense costs was the amount of those costs not covered by insurance. Since the Corporation expenses defense costs as
incurred, defense costs for asbestos-related litigation (net of insurance) have impacted, and will continue to impact results of operations. The pretax impact for defense and resolution costs, net of
insurance, was $19 million in the third quarter of 2004 ($30 million in the third quarter of 2003) and $92 million in the first nine months of 2004 ($78 million in the
first nine months of 2003), and was reflected in "Cost of sales."

In
September 2003, the Corporation filed a comprehensive insurance coverage case in the Circuit Court for Kanawha County in Charleston, West Virginia, seeking to confirm its
rights to insurance for various asbestos claims (the "West Virginia action"). Although the Corporation already has settlements in place concerning coverage for asbestos claims with many of its
insurers, including those covered by the 1985 Wellington Agreement, this lawsuit was filed against insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements
in place with the Corporation regarding their asbestos-related insurance coverage. The Corporation continues to believe that its recorded receivable for insurance recoveries from all insurance
carriers is collectible. The Corporation reached this conclusion after a further review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits,
after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable
insurance coverage law relating to the terms and conditions of its insurance policies. In early 2004, several of the defendant insurers in the West Virginia action filed a competing action in the
Supreme Court of the State of New York, County of New York. As a result of motion practice, the West Virginia action was dismissed in August 2004 on the basis offorum
non conveniens(i.e., West Virginia is an inconvenient location for the parties). The comprehensive insurance coverage litigation is now proceeding in the New York courts.

The
amounts recorded for the asbestos-related liability and related insurance receivable described above were based upon currently known facts. However, projecting future events, such as
the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance
companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries to be higher or lower than those projected
or those recorded.

Because
of the uncertainties described above, management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing the Corporation and
Amchem. Management believes that it is reasonably possible that the cost of disposing of the Corporation's asbestos-related claims, including future defense costs, could have a material adverse impact
on the results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation.

While
it is not possible at this time to determine with certainty the ultimate outcome of any of the legal proceedings and claims referred to in this filing, management believes that
adequate provisions have been made for probable losses with respect to pending claims and proceedings, and that, except for the asbestos-related matters described above, the ultimate outcome of all
known and future claims, after provisions for insurance, will not have a material adverse impact on the results of operations, cash flows and consolidated financial position of the Corporation. Should
any losses be sustained in connection with any of such legal proceedings and claims in excess of provisions provided and available insurance, they will be charged to income when determinable.

Purchase Commitments

The Corporation has various purchase agreements. In December 2003, the Corporation assigned its rights and obligations under a purchase agreement for
ethylene-related products to a wholly owned subsidiary of Dow. Total purchases under the ethylene-related agreement were $93 million in 2003.

12

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The
fixed and determinable portion of obligations under take or pay and throughput agreements at December 31, 2003 is presented in the following table:

|Fixed and Determinable Portion of Take or Pay
and Throughput Obligations at December 31, 2003In millions
|--------------------------------------------------------------------------------------------------------
|2004                                                                                                    
|2005                                                                                                    
|2006                                                                                                    
|2007                                                                                                    
|2008                                                                                                    
|2009 through expiration of contracts                                                                    
|                                                                                                        
|Total                                                                                                   
|                                                                                                        

Guarantees

The Corporation has undertaken obligations to guarantee the performance of nonconsolidated affiliates and a former subsidiary of the Corporation (via delivery of
cash or other assets) if specified triggering events occur. Non-performance under a contract for commercial obligations by the guaranteed party triggers the obligation of the Corporation.

The
following table provides a summary of the aggregate terms, maximum future payments, and associated liability reflected in the consolidated balance sheet for these guarantees.

|Guarantees at September 30, 2004 |  |      |  |  
|-------------------------------- |  | ---- |  | -
|
|Guarantees                       |  | 2014 |  | $



Guarantees at December 31, 2003

|In millions |  | Final
Expiration |  | Maximum Future
Payments |    | Recorded
Liability
|----------- |  | ---------------- |  | ----------------------- | -- | ------------------
|Guarantees  |  | 2007             |  | $                       | 11 |                   



NOTE H    PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

|Net Periodic Benefit Credit for All Significant Plans |  |   |     |   |   |     |  
|----------------------------------------------------- |  | - | --- | - | - | --- | -
|
|
|
|Service cost                                          |  | $ | 6   |   | $ | 7   |  
|Interest cost                                         |  |   | 56  |   |   | 58  |  
|Expected return on plan assets                        |  |   | (89 | ) |   | (93 | )
|Amortization of prior service cost                    |  |   | 1   |   |   | 1   |  
|Special termination/curtailment cost                  |  |   |    |   |   |    |  
|                                                      |  |   |     |   |   |     |  
|Net periodic benefit credit                           |  | $ | (26 | ) | $ | (27 | )
|                                                      |  |   |     |   |   |     |  

13

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|Net Periodic Benefit Cost for All Significant Plans |  |   |    |   |   |    |  
|--------------------------------------------------- |  | - | -- | - | - | -- | -
|
|
|
|Service cost                                        |  | $ | 1  |   | $ | 3  |  
|Interest cost                                       |  |   | 9  |   |   | 10 |  
|Amortization of prior service credit                |  |   | (1 | ) |   | (2 | )
|Amortization of net loss                            |  |   | 1  |   |   | 1  |  
|Special termination/curtailment cost                |  |   |   |   |   |   |  
|                                                    |  |   |    |   |   |    |  
|Net periodic benefit cost                           |  | $ | 10 |   | $ | 12 |  
|                                                    |  |   |    |   |   |    |  

Employer Contributions

Pension Plans

The Corporation has a defined benefit pension plan that covers substantially all employees in the United States. Benefits are based on length of service and the
employee's three highest consecutive years of compensation.

The
Corporation's funding policy is to contribute to the plan when pension laws and economics either require or encourage funding. As previously disclosed in the Corporation's financial
statements for the year ended December 31, 2003, UCC does not expect to contribute assets to its qualified pension plan trust in 2004. No contributions were made in the first nine months of
2004. The Corporation also has a non-qualified supplemental pension plan. Benefit payments to retirees under this plan are expected to be $10 million in 2004. In the first nine
months of 2004, benefit payments of $8 million were made.

Other Postretirement Benefits

The Corporation provides certain health care and life insurance benefits to retired U.S. employees. The plan provides health care benefits, including hospital,
physicians' services, drug and major medical expense coverage, and life insurance benefits. The Corporation and the retiree share the cost of these benefits, with the Corporation portion increasing as
the retiree has increased years of credited service. There is a cap on the Corporation portion. These benefits are subject to change at any time.

The
Corporation funds most of the cost of these health care and life insurance benefits as incurred. As previously disclosed in the Corporation's financial statements for the year ended
December 31, 2003, UCC does not expect to contribute assets to its other postretirement benefit plans in 2004. Consistent with that expectation, no contributions were made in the first nine
months of 2004. Benefit payments to retirees under these plans are expected to be $72 million in 2004. In the first nine months of 2004, benefit payments of $62 million were made.

Impact of Remeasurement in the Third Quarter of 2004

In the third quarter of 2004, an expense remeasurement of the Corporation's pension and other postretirement benefit plans was completed as of June 30,
2004, due to a curtailment as defined in SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," related to a
workforce reduction (see Note D). The remeasurement resulted in a $3 million increase in net periodic postretirement benefit cost for 2004 and a $3 million decrease in net
periodic pension expense for 2004.

On
December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") was signed into law. The Act expanded Medicare to include, for the first
time, coverage for prescription drugs. The Act also provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to
Medicare Part D. Based on newly issued regulations, in the third quarter of 2004, the Corporation determined that the benefits provided by its retiree medical plans are actuarially equivalent
to Medicare Part D under the Act. In the third quarter of 2004, the Corporation's net periodic cost for other postretirement benefit plans was remeasured for the effect of the Act. The impact
of this remeasurement was a reduction of $12.5 million in the accumulated postretirement benefit obligation as of January 1, 2004, for actuarial purposes only, and a reduction in net
periodic postretirement benefit cost of $1 million for the third quarter of 2004.

14

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NOTE I    RELATED PARTY TRANSACTIONS

The Corporation sells products to Dow to simplify the customer interface process. Products are sold to and purchased from Dow in accordance with the terms of
Dow's longstanding intercompany pricing policies. The application of these policies results in products being sold to and purchased from Dow at market-based prices. The Corporation also procures
certain commodities and raw materials through a Dow subsidiary and pays a commission to that Dow subsidiary based on the volume and type of commodities and raw materials purchased. The commission
expense is included in "Sundry income (expense)net" in the consolidated statements of income. Purchases from that Dow subsidiary were approximately $570 million in the third
quarter of 2004 ($381 million in the third quarter of 2003) and $1,459 million in the first nine months of 2004 ($1,182 million in the first nine months of 2003).

The
Corporation has a master services agreement with Dow whereby Dow provides services, including, but not limited to, accounting, legal, treasury (investments, cash management, risk
management, insurance), procurement, human resources, environmental, health and safety, and business management for UCC. Under the master services agreement with Dow, for general administrative and
overhead type services that Dow routinely allocates to various businesses, UCC is charged the cost of those services based on the Corporation's and Dow's relative manufacturing conversion costs. This
arrangement results in a quarterly charge of approximately $5 million (included in "Sundry income (expense)net").

For
services that Dow routinely charges based on effort, UCC is charged the cost of such services on a fully absorbed basis, which includes direct and indirect costs. Additionally,
certain Dow employees are contracted to UCC and Dow is reimbursed for all direct employment costs of such employees. Management believes the method used for determining expenses charged by Dow is
reasonable. Dow provides these services by leveraging its centralized functional service centers to provide services at a cost that management believes provides an advantage to the Corporation.

The
monitoring and execution of risk management policies related to interest rate, foreign currency and equity price risks, which are based on Dow's risk management philosophy, are
provided as a service to UCC.

As
part of Dow's cash management process, UCC is a party to revolving loans with Dow that have LIBOR-based interest rates with varying maturities. The Corporation had a note receivable
of $100 million from Dow under a revolving loan agreement at December 31, 2003. A separate revolving loan agreement with Dow that allows the Corporation to borrow or obtain credit
enhancements up to an aggregate of $1 billion was amended and restated on May 28, 2004 to include cash collateral provisions and to extend the maturity date to May 28, 2005;
however,
Dow may demand repayment with a 30-day written notice to the Corporation. The related collateral agreement was also amended and restated on May 28, 2004 to provide for the
replacement of certain existing pledged assets, primarily equity interests in various subsidiaries and joint ventures, with cash collateral. At September 30, 2004, there was $512 million
available under the revolving loan agreement. The cash collateral was reported as "Noncurrent receivable from related company" in the consolidated balance sheets at September 30, 2004.

15

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Union Carbide Corporation and Subsidiaries

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Pursuant to General Instruction H of Form 10-Q "Omission of Information by Certain Wholly Owned Subsidiaries," this section includes only
management's narrative analysis of the results of operations for the three and nine month periods ended September 30, 2004, the most recent periods, compared with the three and nine month
periods ended September 30, 2003, the corresponding periods in the preceding fiscal year.

References
below to "Dow" refer to The Dow Chemical Company and its consolidated subsidiaries.

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements made by or on behalf of Union Carbide Corporation
(the "Corporation" or "UCC"). This section covers the current performance and outlook of the Corporation. The forward-looking statements contained in this section and in other parts of this document
involve risks and uncertainties that may affect the Corporation's operations, markets, products, services, prices and other factors as more fully discussed elsewhere and in filings with the U.S.
Securities and Exchange Commission (SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no
assurance that the Corporation's expectations will be realized. The Corporation assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as
otherwise required by securities and other applicable laws.

RESULTS OF OPERATIONS

The Corporation reported net income of $168 million for the third quarter of 2004 compared with $121 million for the third quarter of 2003. Net
income for the first nine months of 2004 was $397 million compared with $116 million for the first nine months of 2003. Year to date, a significant increase in earnings from the
Corporation's joint ventures, improved operating rates and improved operating margins more than offset higher feedstock and energy costs and a restructuring charge of $48 million recorded in
the second quarter of 2004.

Total
net sales for the third quarter of 2004 were $1,502 million compared with $1,264 million for the third quarter of 2003, an increase of 19 percent. Selling
prices to Dow are based on market prices for the related products. Average selling prices were substantially higher in the third quarter of 2004 compared with last year (led by ethylene glycol,
polyethylene and polypropylene), reflecting efforts to offset the impact of higher feedstock costs, and improving supply/demand balances. Volume overall was up modestly in the third quarter of 2004
compared with last year, with strong volume growth for most products partially offset by reduced ethanol sales volume. Year to date, total net sales increased 9 percent to $4,172 million
from $3,826 million for the first nine months of 2003 as strong price increases (led by ethylene glycol and oxo products) and volume growth more than offset the impact of restructured ethylene
glycol contracts in Canada and the loss of by-product sales related to ethylene crackers shut down in 2003.

Cost
of sales increased $184 million (16 percent) in the third quarter of 2004 compared with the third quarter of 2003 due to improved volumes and higher feedstock and
energy costs. Year to date, cost of sales increased $96 million (3 percent) compared with 2003. However, gross margin improved in the third quarter of 2004 and on a
year-to-date basis, as higher selling prices and volume growth more than offset the increase in feedstock and energy costs.

Operating
expenses (research and development, and selling, general and administrative expenses) were $26 million in the third quarter of 2004 compared with $27 million in
the third quarter of last year. For the first nine months of 2004, operating expenses were $83 million, down 13 percent from $95 million for the same period of last year. The
decline in third quarter and year-to-date operating expenses reflects a sustained effort to reduce expenses.

UCC's
share of the earnings of nonconsolidated affiliates was $133 million in the third quarter of 2004 compared with $61 million in the third quarter of 2003. Year to
date, equity earnings increased to $427 million from $132 million for the first nine months of 2003. Equity earnings increased due to strong results reported by EQUATE Petrochemical
Company K.S.C., UOP LLC, Univation and the OPTIMAL Group. Equity earnings this year also included the favorable impact of the recognition of investment tax allowances by one of the Corporation's joint
ventures in the second quarter of 2004.

In
the second quarter of 2004, the Corporation recorded a restructuring charge totaling $48 million. The charge included severance of $21 million for a workforce reduction
of approximately 360 people, curtailment costs of $9 million associated with UCC's defined benefit plans, an asset write off of $8 million associated with the shutdown of a latex
manufacturing facility and a write-down of the net book value of a marine terminal (sold in the third quarter of 2004) of $10 million.

16

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Sundry
income (expense)net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, commissions,
charges for management services provided by Dow, and gains and losses on sales of investments and assets. Sundry income (expense) for the third quarter of 2004 was net expense of $23 million
compared with net income of $35 million for the third quarter of 2003. Sundry income for the third quarter of 2003 included gains of $68 million associated with sales of
non-strategic assets, including certain product lines of Amerchol Corporation, a wholly owned subsidiary. Year to date, sundry income (expense) was net expense of $78 million
compared with net income of $11 million last year. Sundry income (expense) for 2004 was lower than last year primarily due to an unfavorable litigation settlement related to one of the
Corporation's joint ventures in the first quarter of 2004, higher commission expense on feedstock purchases due to commission rate changes implemented in the second half of 2003, and last year's net
gains of approximately $57 million associated with the sales of non-strategic assets, including those noted above.

Interest
income for the third quarter of 2004 was $2 million compared with $4 million for the third quarter of last year. Interest income for the first nine months of 2004
was $5 million compared with $9 million in the first nine months of last year.

Interest
expense and amortization of debt discount for the third quarter of 2004 was $24 million compared with $27 million in the third quarter of last year. Year to date,
interest expense and amortization of debt discount decreased 21 percent from $89 million to $70 million. Compared with last year, interest expense declined primarily due to a
reduction in total debt.

The
effective tax rate for the third quarter of 2004 was 27.6 percent compared with 25.3 percent for the same quarter of last year. Year to date, the effective tax rate was
32.7 percent versus 25.2 percent last year. The effective tax rate fluctuates based on, among other factors, where income is earned, the level of after-tax income from joint
ventures, and the level of income relative to tax credits available.

OTHER MATTERS

Asbestos-Related Matters

The following disclosure should be read in conjunction with the Corporation's Annual Report on Form 10-K for the year ended December 31,
2003.

The
Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege
personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past,
alleged exposure to asbestos-containing products located on UCC's premises, and UCC's responsibility for asbestos suits filed against a former subsidiary, Amchem Products, Inc. ("Amchem"). In
many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to the
Corporation's products.

Influenced
by the bankruptcy filings of numerous defendants in asbestos-related litigation and the prospects of various forms of state and national legislative reform, the rate at which
plaintiffs filed asbestos-related suits against various companies, including the Corporation and Amchem, increased in 2001, 2002 and the first half of 2003. The rate of filing significantly abated in
the second half of 2003 and the first nine months of 2004. The Corporation expects more asbestos-related suits to be filed against it and Amchem in the future, and will aggressively defend or
reasonably resolve, as appropriate, both pending and future claims.

The
table below provides information regarding asbestos-related claims filed against the Corporation and Amchem:

|                                                            |  | Nine Months Ended
September 30, 2004 |   | Twelve Months Ended
December 31, 2003 |  
|----------------------------------------------------------- |  | ------------------------------------ | - | ------------------------------------- | -
|Claims unresolved at beginning of period                    |  | 193,891                              |   | 200,882                               |  
|Claims filed                                                |  | 45,324                               |   | 122,586                               |  
|Claims settled, dismissed or otherwise resolved             |  | (37,110                              | ) | (129,577                              | )
|                                                            |  |                                      |   |                                       |  
|Claims unresolved at end of period                          |  | 202,105                              |   | 193,891                               |  
|                                                            |  |                                      |   |                                       |  
|Claimants with claims against both Union Carbide and Amchem |  | 72,302                               |   | 66,656                                |  
|                                                            |  |                                      |   |                                       |  
|Individual claimants at end of period                       |  | 129,803                              |   | 127,235                               |  
|                                                            |  |                                      |   |                                       |  

A
review of a representative sample of cases outstanding at December 31, 2003, showed that in more than 98 percent of the cases filed against the Corporation and Amchem no
specific amount of damages is alleged or, if
an amount is alleged, it merely represents jurisdictional amounts or amounts to be proven at trial. This percentage increased with the more recently filed cases included in the review. Even in those
situations where specific damages are alleged, the claims frequently seek the

17

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same
amount of damages, irrespective of the disease or injury. Plaintiffs' lawyers often sue dozens or even hundreds of defendants in individual lawsuits on behalf of hundreds or even thousands of
claimants. As a result, even when specific damages are alleged with respect to a specific disease or injury, those damages are not expressly identified as to UCC, Amchem or any other particular
defendant. In fact, there are no personal injury cases in which only the Corporation and/or Amchem are the sole named defendants. For these reasons and based upon the Corporation's litigation and
settlement experience, the Corporation does not consider the damages alleged against it and Amchem to be a meaningful factor in its determination of any potential asbestos liability.

At
the end of 2001 and through the third quarter of 2002, the Corporation had concluded it was not possible to estimate its cost of disposing of asbestos-related claims that might be
filed against it and Amchem in the future due to a number of reasons. During the third and fourth quarters of 2002, the Corporation worked with Analysis, Research & Planning Corporation
("ARPC"), a consulting firm with broad experience in estimating resolution costs associated with mass tort litigation, including asbestos, to explore whether it would be possible to estimate the cost
of disposing of pending and future asbestos-related claims that have been, and could reasonably be expected to be, filed against the Corporation and Amchem. ARPC concluded that it was not possible to
estimate the full range of the cost of resolving future asbestos-related claims against UCC and Amchem because of various uncertainties associated with the litigation of those claims. Despite its
inability to estimate the full range of the cost of resolving future asbestos-related claims, ARPC advised the Corporation that it would be possible to determine an estimate of a reasonable forecast
of the cost of resolving pending and future asbestos-related claims likely to face UCC and Amchem if the following assumptions were made:



Based
on the resulting study completed by ARPC in January 2003, the Corporation increased its December 31, 2002 asbestos-related liability for pending and future claims for
the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Approximately 28 percent of the recorded liability related to pending claims
and approximately 72 percent related to future claims.

At
each balance sheet date, the Corporation compares current asbestos claim and resolution activity to the assumptions in the ARPC study to determine whether the accrual continues to be
appropriate. In addition, in November 2003, the Corporation requested ARPC to review the asbestos claim and resolution activity during 2003 and determine the appropriateness of updating its
study. In response to that request, ARPC reviewed and analyzed data through November 25, 2003 to determine the number of asbestos-related filings and costs associated with 2003 activity. In
January 2004, ARPC stated that an update at that time would not provide a more likely estimate of future events than that reflected in its study of the previous year and, therefore, the
estimate in that study remained applicable. Based on the Corporation's own review of the asbestos claim and resolution activity and ARPC's response, the Corporation determined that no change to the
accrual was required at that time. Management noted, however, that the total number of claims filed in 2003 did exceed the number of claims assumed to be filed in the ARPC study. After consultation
with outside counsel and other consultants, management believes this fact was strongly influenced by the pending national legislation and tort reform initiatives in key states. The total number of
claims filed and received in the first nine months of 2004 was in line with the number of claims assumed to be filed in the ARPC study. Based on the Corporation's review of 2004 activity, the
Corporation determined that no change to the accrual was required at September 30, 2004.

The
annual average resolution payment per asbestos claimant and the rate of new claim filings has fluctuated both up and down since the beginning of 2001. Union Carbide's management
expects such fluctuations to continue in the future based upon the number and type of claims settled in a particular period, the jurisdictions in which such claims arose, and the extent to which any
proposed legislative reform related to asbestos litigation is being considered.

The
asbestos-related liability for pending and future claims was $1.7 billion at September 30, 2004 and $1.9 billion at December 31, 2003. At
September 30, 2004, approximately 37 percent of the recorded liability related to pending claims and approximately 63 percent related to future claims. At December 31,
2003, approximately 33 percent of the recorded liability related to pending claims and approximately 67 percent related to future claims.

At
December 31, 2002, the Corporation increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its
asbestos product liability coverage. Combined with the previously mentioned increase in the asbestos-related liability at December 31, 2002, this resulted in a net income statement impact of
$828 million, $522 million on an after-tax basis, in the fourth quarter of 2002. The insurance receivable related to the asbestos liability was determined after a thorough
review of applicable insurance policies and the 1985 Wellington Agreement, to which the

18

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Corporation
and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and
taking into account the solvency and historical payment experience of various insurance carriers. Union Carbide's receivable for insurance recoveries related to its asbestos liability was
$749 million at September 30, 2004 and $1.0 billion at December 31,
2003. At September 30, 2004, $505 million of the receivable for insurance recoveries is due from insurers that are not signatories to the Wellington Agreement and/or do not otherwise
have agreements in place regarding their asbestos-related insurance.

In
addition, the Corporation had receivables for defense and resolution costs submitted to insurance carriers for reimbursement as follows:

|Receivables for Costs Submitted to Insurance Carriers |  |  
|----------------------------------------------------- |  | -
|
|Receivables for defense costs                         |  | $
|Receivables for resolution costs                      |  |  
|                                                      |  |  
|Total                                                 |  | $
|                                                      |  |  

The
following table provides information regarding defense and resolution costs related to asbestos-related claims filed against the Corporation and Amchem:

|Defense and Resolution Costs       |  |  
|---------------------------------- |  | -
|
|Defense costs for the period       |  | $
|Aggregate defense costs to date    |  |  
|Resolution costs for the period    |  |  
|Aggregate resolution costs to date |  |  
|                                   |  |  

The
Corporation's insurance policies generally provide coverage for asbestos liability costs, including coverage for both resolution and defense costs. As previously noted, the
Corporation increased its receivable for insurance recoveries related to its asbestos liability at December 31, 2002, thereby recording the full favorable income statement impact of its
insurance coverage in 2002. Accordingly, defense and resolution costs recovered from insurers reduce the insurance receivable. Prior to increasing the insurance receivable related to the asbestos
liability at December 31, 2002, the impact on results of operations for defense costs was the amount of those costs not covered by insurance. Since the Corporation expenses defense costs as
incurred, defense costs for asbestos-related litigation (net of insurance) have impacted and will continue to impact results of operations. The pretax impact for defense and resolution costs, net of
insurance, was $19 million in the third quarter of 2004 ($30 million in the third quarter of 2003) and $92 million in the first nine months of 2004 ($78 million in the
first nine months of 2003), and was reflected in "Cost of sales."

In
September 2003, the Corporation filed a comprehensive insurance coverage case in the Circuit Court for Kanawha County in Charleston, West Virginia, seeking to confirm its
rights to insurance for various asbestos claims (the "West Virginia action"). Although the Corporation already has settlements in place concerning coverage for asbestos claims with many of its
insurers, including those covered by the 1985 Wellington Agreement, this lawsuit was filed against insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements
in place with the Corporation regarding their asbestos-related insurance coverage. The Corporation continues to believe that its recorded receivable for insurance recoveries from all insurance
carriers is collectible. The Corporation reached this conclusion after a further review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits,
after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable
insurance coverage law relating to the terms and conditions of its insurance policies. In early 2004, several of the defendant insurers in the West Virginia action filed a competing action in the
Supreme Court of the State of New York, County of New York. As a result of motion practice, the
West Virginia action was dismissed in August 2004 on the basis offorum non conveniens(i.e., West Virginia is an inconvenient location for the
parties). The comprehensive insurance coverage litigation is now proceeding in the New York courts.

The
amounts recorded for the asbestos-related liability and related insurance receivable described above were based upon currently known facts. However, projecting future events, such as
the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance
companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries to be higher or lower than those projected
or those recorded.

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Because of the uncertainties described above, management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing the Corporation and
Amchem. Management believes that it is reasonably possible that the cost of disposing of the Corporation's asbestos-related claims, including future defense costs, could have a material adverse impact
on the results of operations and cash flows for a particular period and on the consolidated financial position of the Corporation.

Accounting Changes

See Note B to the Consolidated Financial Statements for a discussion of accounting changes and recently issued accounting pronouncements.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America
("GAAP") requires management to make judgments, assumptions and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note A to the
Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, describes the significant accounting policies and
methods used in the preparation of the Consolidated Financial Statements. Following are the Corporation's critical accounting policies impacted by judgments, assumptions and estimates:



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| |  | Increase (Decrease) in Market-Related Asset Value
due to Recognition of Prior Asset Gains and LossesIn millions | 
| |  | --------------------------------------------------------------------------------------------------------------- | 
| |  | 2004                                                                                                            | 
| |  | 2005                                                                                                            | 
| |  | 2006                                                                                                            | 
| |  | 2007                                                                                                            | 
| |  |                                                                                                                 | 
| |  | Total                                                                                                           | 
| |  |                                                                                                                 | 



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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted pursuant to General Instruction H of Form 10-Q.

ITEM 4.    CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Corporation carried out an evaluation, under the supervision and
with the participation of the Corporation's Disclosure Committee and the Corporation's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rule 15d-15(e). Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer concluded that the Corporation's disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its
consolidated subsidiaries) required to be included in the Corporation's periodic SEC filings. No change in the Corporation's internal control over financial reporting occurred during the Corporation's
most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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PART IIOTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

No material developments in any legal proceedings, including asbestos-related matters, occurred during the third quarter of 2004. For a summary of the history and
current status of legal proceedings, including asbestos-related matters, see Management's Discussion and Analysis of Financial Condition and Results of Operations, Asbestos-Related Matters; and
Note G to the Consolidated Financial Statements.

Environmental Matters

Effective September 16, 2004, the Corporation entered into a Consent Agreement and Final Order (the "CA/FO") with the United States Environmental
Protection Agency to resolve violations of the Resource Conservation and
Recovery Act alleged to have occurred over the five-year period ended on July 1, 2004, relative to management of accumulated process solvent residue in tanker trailers at its
catalyst plant in Norco, Louisiana. Under the CA/FO, UCC will pay a civil penalty of $49,323 and will fund and complete a Supplemental Environmental Project costing no less than $174,617.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



| |  | Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10.3.3      |  | Amendment dated September 10, 2004, to the 1983 Cash Bonus Deferral Program and the 1984 Cash Bonus Deferral Program.                                                                                                                                                                                                                                                                                                                                                     
| |  | 10.4.4      |  | Amendment dated September 10, 2004, to the 1983 Cash Bonus Deferral Program and the 1984 Cash Bonus Deferral Program.                                                                                                                                                                                                                                                                                                                                                     
| |  | 10.31       |  | Union Carbide Corporation Executives' Supplemental Retirement Plan, effective as of March 1, 2004, amending, combining, restating and renaming the Union Carbide Corporation Equalization Benefit Plan, as amended
(Exhibits 10.5.1 and 10.5.2); the Union Carbide Corporation Supplemental Retirement Income Plan, as amended (Exhibits 10.6.1 and 10.6.2); and the Union Carbide Corporation Enhanced Retirement Income Plan, as amended (Exhibits 10.14.1 and
10.14.2).
| |  | 23          |  | Analysis, Research & Planning Corporation's Consent.                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | 31.1        |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 31.2        |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 32.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | 32.2        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  





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Union Carbide Corporation and Subsidiaries
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                       |  | UNION CARBIDE CORPORATIONRegistrant
|---------------------- |  | -----------------------------------
|Date: October 29, 2004 |  |                                    
|                       |  |                                    
|                       |  | By:                                
|                       |  |                                    
|                       |  | By:                                

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Union Carbide Corporation and Subsidiaries  Exhibit Index

|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3.3      |  | Amendment dated September 10, 2004, to the 1983 Cash Bonus Deferral Program and the 1984 Cash Bonus Deferral Program.                                                                                                                                                                                                                                                                                                                                                     
|10.4.4      |  | Amendment dated September 10, 2004, to the 1983 Cash Bonus Deferral Program and the 1984 Cash Bonus Deferral Program.                                                                                                                                                                                                                                                                                                                                                     
|10.31       |  | Union Carbide Corporation Executives' Supplemental Retirement Plan, effective as of March 1, 2004, amending, combining, restating and renaming the Union Carbide Corporation Equalization Benefit Plan, as amended (Exhibits 10.5.1 and 10.5.2); the
Union Carbide Corporation Supplemental Retirement Income Plan, as amended (Exhibits 10.6.1 and 10.6.2); and the Union Carbide Corporation Enhanced Retirement Income Plan, as amended (Exhibits 10.14.1 and 10.14.2).
|23          |  | Analysis, Research & Planning Corporation's Consent.                                                                                                                                                                                                                                                                                                                                                                                                                      
|31.1        |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
|31.2        |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
|32.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
|32.2        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  

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